Directors Report of Vapi Enterprise Ltd.

Mar 31, 2014

The Members of

VAPI ENTERPRISE LIMITED,

(Formerly Known as Vapi Paper Mills Limited )

The Directors have pleasure in presenting the 40th Annual Report of the Company together with Audited statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS :

(Rupees in Lacs) 2013-14 2012-13

Net Sales and Other Income 108.37 95.51

Gross Profit / (Loss) 52.43 (132.59)

Less: Depreciation 14.85 14.89

Profit / (Loss) before Tax 37.58 (147.48)

Less : Provision for Income Tax - -

Deferred Tax - -

Net Profit / (Loss) After Tax 37.58 (147.48)

Less: Extra Ordinary Items (7.18) (20.34)

Net Profit / (Loss) After Tax & Extra Ordinary Items 30.40 (167.82)

Add : Balance of Profit/(Loss) brought forward (1621.22) (1453.40)

Surplus available for Appropriations: (1590.82) (1621.22)

Surplus / (Deficit) carried to Balance Sheet (1590.82) (1621.22)



2. DIVIDEND:

The Directors do not recommend any Dividend on Equity Shares for the year ended 31st March, 2014

3. OPERATIONS:

The Company has earned Net Revenue of Rs. 108.37 lacs during the year. The company has earned Net Profit of Rs. 30.39 lacs during the year. The cash profit from operations pertaining to current year mentioned above is Rs. 52.43 lacs.

The company and the management continue to look for opportunities to enter new businesses at the opportune time of the business cycle. As per the conservative policy of the company, the management will take value enhancing decisions at the appropriate time.

As the company is not presently engaged in any manufacturing operations, disclosures pursuant to section 217(1) (e) of the Companies Act, 1956 related to Conservation of Energy, Power and Fuel Consumption, Particulars with respect to Absorption, Adaption and Innovation, Foreign exchange Earnings and Outgo is not applicable and does not require any additional disclosures except that included in the notes to accounts.

4. FIXED DEPOSITS:

At the end of the financial year, there was no overdue Deposits.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Smt. Laxmiben J. Patel retires by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE:

The Insurable interest in all the properties of the company including buildings and other assets have been adequately insured considering the age, condition and useful life.

8. DISCLOSURE OF PARTICULARS:

Information required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is not required to be attached as the company did not carry out any manufacturing activities during the year.

9. PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended is not attached as the company did not have any such employee employed during the year under review.

10. CORPORATE GOVERNANCE:

The provisions of clause 49 of Listing Agreement with Mumbai Stock Exchange relating to Corporate Governance are not yet applicable to your company as paid-up capital of the company is below prescribed limit.

11. AUDITORS:

M/S Chirag N. Shah and Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

12. AUDITORS REPORT OBSERVATIONS:

Your Directors refer to the observations made by the Auditors in their report and wish to inform as under: 1. The reference to the qualification with respect to the realisability of Long Term Deposits, Loans and Advances and Trade Payables, the Directors wish to state that these are accounted for with maximum prudence and conservative accounting approach and in the opinion of the Directors are fully realizable.

Maximum effort is being pursued to obtain confirmation certificates from such parties in order to satisfy Audit requirements.

2. A large majority of the fixed assets of the company consists of land, building, road works, general electrification, water works and general maintenance equipment. The fixed assets related to machinery and old stocks and stores and spares have largely been disposed of or written of. Hence the company is in the process of compiling the revised fixed assets register and which will be completed in due course to satisfy Audit requirements.

3. The company''s accounts are being reported as a going concern inspite of negative networth of the company as the company is generation cash profits and in the opinion of the Directors, the company will eventually turn networth positive. The Directors will also explore mechanisms to infuse funds into the company in order to return to netwoth positive.

4. Unsecured Loans received by the company are primarily ICD from group companies and loans from Directors. These were taken to meet pressing and heavy financial needs of the company in the past. These loans are non-interest bearing and have been fully disclosed in the notes concerning related party transactions. Apart from these loans, the company has not accepted any unsecured loans from the public.

For and on behalf of the Board

Sd/- Sd/- Manoj R. Patel Rajeev R. Patel DIN No. 00485197 DIN No.00510532

Place : Mumbai DATED : 31th May, 2014 (Managing Director) (Director)

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Mar 31, 2013

To, The Members of VAPI PAPER MILLS LIMITED,

The Directors have pleasure in presenting the 39th Annual Report of the Company together with Audited statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS : (Rupees in Lacs)

2012-13 2011-12

Net Sales and Other Income 95.51 85.05

Gross Profit / (Loss) (132.59) 39.12

Less: Depreciation 14.89 9.90

Profit / (Loss) before Tax (147.48) 29.22

Less : Provision for Income Tax - (0.16)

Deferred Tax - -

Net Profit / (Loss) After Tax (147.48) 29.38

Less: Extra Ordinary Items (20.34) -

Net Profit / (Loss) After Tax & Extra Ordinary Items (167.82) 29.38

Add : Balance of Profit/(Loss) brought forward (1453.40) (1482.78)

Surplus available for Appropriations: (1621.22) (1453.40)

Surplus / (Deficit) carried to Balance Sheet (1621.22) (1453.40)

2. DIVIDEND:

The Directors do not recommend any Dividend on Equity Shares for the year ended 31st March, 2013

3. OPERATIONS:

The Company has earned Net Revenue of Rs. 95.51 lacs during the year. The company has incurred Net Loss of Rs. 167.82 lacs during the year. The category of other expenses for Fy 2012-2013 include a onetime expense on account of write offs against bad debts, loans and advances and other balances, related to the discontinued manufacturing and financing activities of the company to the amount of Rs. 187.02 lacs. The operating profit for the year excluding these write offs mentioned above is Rs. 19.20 lacs. The cash profit from operations pertaining to current year excluding these write offs mentioned above is Rs. 34.09 lacs.

The company and the management continue to look for opportunities to enter new businesses at the opportune time of the business cycle. Currently, the economy is in a stressed environment, and as per the conservative policy of the company, the management will take value enhancing decisions at the appropriate time.

4. FIXED DEPOSITS:

At the end of the financial year, there was no overdue Deposits.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Smt. Rajeev R. Patel retires by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re- appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE:

The Insurable interest in all the properties of the company including buildings and other assets have been adequately insured considering the age, condition and useful life.

8. DISCLOSURE OF PARTICULARS:

Information required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is not required to be attached as the company did not carry out any manufacturing activities during the year.

9. PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended is not attached as the company did not have any such employee employed during the year under review.

10. CORPORATE GOVERNANCE:

The provisions of clause 49 of Listing Agreement with Mumbai Stock Exchange relating to Corporate Governance are not yet applicable to your company as paid-up capital of the company is below prescribed limit.

11. AUDITORS:

M/S Chirag N. Shah and Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

For and on behalf of the Board

SD/- SD/-

Place : Mumbai Manoj R. Patel Rajeev R. Patel

Dated : 15th July, 2013 (Managing Director) (Director)

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Mar 31, 2012

To, The Members of VAPI PAPER MILLS LIMITED,

The Directors have pleasure in presenting the 38th Annual Report of the Company together with Audited statement of Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

(Rupees in Lacs)

2011-12 2010-11

Net Sales and Other Income 85.05 120.26

Gross Profit/(Loss) 39.12 15.20

Less: Depreciation 9.90 4.73

Profit/(Loss) before Tax 29.22 10.47

Less: Provision for Income Tax 8.84 -

Deferred Tax - -

Net Profit/(Loss) After Tax 20.38 10.47

Less: Extra Ordinary Items - 430.38

Net Profit/(Loss) After Tax & Extra Ordinary Items 20.38 (419.91)

Add : Balance of Profit/(Loss) brought forward (1242.91) (823.00)

Surplus available for Appropriations: (1222.53) (1242.91)

a) Proposed Dividend - -

b) Tax on Dividend - -

Surplus/(Deficit) carried to Balance Sheet (1213.53) (1242.91)

2. DIVIDEND:

The Directors do not recommend any Dividend on Equity Shares for the year ended 31st March, 2012.

3. OPERATIONS:

The Company has earned Net Revenue of Rs. 85.05 Lacs from Job work. Lease Income and other miscellaneous income during the year. The company has incurred Net Profit of Rs. 29.38 Lacs during the year.

4. FIXED DEPOSITS:

At the end of the financial year, there was no overdue Deposits.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Smt. Laxmiben J. Patel retires by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE:

The Insurable interest in all the properties of the company including Building have been adequately insured.

8. DISCLOSURE OF PARTICULARS:

Information required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988. relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is not required to be attached as the company did not carry out any manufacturing activities during the year.

9. PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended is not attached as the company did not have any such employee employed during the year under review.

10. CORPORATE GOVERNANCE:

The provisions of clause 49 of Listing Agreement with Mumbai Stock Exchange relating to Corporate Governance are not yet applicable to your company as paid-up capital of the company is below prescribed limit.

11. AUDITORS:

M/S Manubhai & Company, Chartered Accountants retire at the forthcoming Annual General Meeting. The Directors place a vote of thanks for their long standing service to the Company over the years. You are requested to appoint new Auditors to hold office until the next Annual General Meeting and fix their remuneration at the Annual General Meeting.

12. PERSONNEL:

The Industrial Relations remained cordial at all levels during the year under review.

13. ACKNOWLEDGEMENT:

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Bank and various Government Departments and Agencies.



By order of the Board

Manoj R. Patel Managing Director

Place: Mumbai Dated: 1st August, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report of the Company together with Audited statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rupees in Lacs)

2009-10 2008-09

Net Sales and Other Income 683.68 1916.53

Gross Profit / (Loss) (337.67) 155.15

Less: Depreciation 50.71 71.59

Profit / (Loss) before Tax (388.38) 83.56

Less : Provision for Income Tax - -

Fringe Benefit Tax - 1.10

Deferred Tax Net Profit / (Loss) After Tax (388.38) 82.46

Less: Extra Ordinary Items 5.97 14.69

Net Profit / (Loss) After Tax & Extra Ordinary Items (394.35) 67.77

Add : Balance of Profit/(Loss) brought forward (428.S5) (496.42)

Surplus available for Appropriations: (823.00) (428.65)

a) Proposed Dividend - -

b) Tax on Dividend - -

Surplus / (Deficit) carried to Balance Sheet (823.00) (428.65)

2. DIVIDEND:

The Directors do not recommend any Dividend on Equity Shares for the year ended 31st March, 2010.

3. OPERATIONS:

During the year, Company has achieved a Production of 3,947 MT of Paper and Paper Board against Production of 8,008 MT achieved during the previous year. The production of Engineering Division during the year was 10 Units against production of 38 Units achieved during the previous year. The Gross turnover(excluding other income ) during the year was Rs.6.90 Crores against Rs.15.62 Crores in the previous year.

The Manufacturing operations of the company have been suspended with effect from 7th November, 2009 due to uneconomical scale of operations resulting into continuous losses during past few years. The Paper Pant at Vapi have been disposed off and your Directors are now exploring the possibilities to diversify its activities into area which are profitable in the long run.

4. FIXED DEPOSITS:

At the end of the financial year, there was no overdue Deposits.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Smt. Laxmiben J.Patel retires by rotation at the ensuring Annual General Meeting and being eligible, offer herself for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE:

The Insurable interest in all the properties of the company including Building have been adequately insured.

8. DISCLOSURE OF PARTICULARS:

Information required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms a part of this report.

9. PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended is not attached as the company did not have any such employee employed during the year under review.

10. CORPORATE GOVERNANCE:

The provisions of clause 49 of Listing Agreement with Mumbai Stock Exchange relating to Corporate Governance are not yet applicable to your company as paid-up capital of the company is below prescribed limit.

11. AUDITORS:

M/S Manubhai & Company, Charteted Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

12. PERSONNEL:

The Industrial Relations remained cordial at all levels during the year under review.

13. ACKNOWLEDGEMENT:

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Bank and various Government Departments and Agencies.

For and on behalf of the Board

Place : Mumbai Manoj R. Patel Rajeev R. Patel

DATED : 31st August, 2010 Managing Director Director