vallabh poly plast international limited · floor, jawaharlal nehru road, vakola, santacruz (east),...

VALLABH POLY PLAST INTERNATIONAL LIMITED

TWENTIETH ANNUAL REPORT

BOARD OF DIRECTORS

Mr. B. S. Sharma

Mr. Placid Naronha

Mr. Ilidio Manuel Pereira

Auditors M/s. Ramesh Chaturvedi & Co., Mumbai

Registrar and Karvy Computershare Private Limited Share Transfer Agents Plot no. 17 to 24, Vithalrao Nagar, Madhapur Hyderabad – 500 081 Telephone – 040 – 44655000 Fax No. – 040 – 23420814 Email id – [email protected] Website - www.karvycomputershare.com

Registered Office Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055.

CONTENTS

Page No.

1. Notice ................................................................................................................................................ 1

2. Director’s Report ............................................................................................................................... 8

3. Management Discussion and Analysis Report ................................................................................. 10

4. Report on Corporate Governance .................................................................................................... 11

5. Declaration ........................................................................................................................................ 16

6. CEOCertification .............................................................................................................................. 17

7. AuditorsCertificateonCorporateGovernance ................................................................................. 17

8. ComplianceCertificate...................................................................................................................... 18

9. Independent Auditors Report ............................................................................................................ 21

10. Balance Sheet .................................................................................................................................. 24

11. StatementofProfit&Loss ................................................................................................................ 25

12. Cash Flow Statement ....................................................................................................................... 26

13. Notes to Accounts ............................................................................................................................. 27

Twentieth Annual Report 2013-14

1

NOTICENotice is hereby given that the 20thAnnualGeneralMeeting of theMembers of VALLABHPOLYPLAST INTERNATIONALLIMITED(CIN-L25209MH1994PLC081821)willbeheldonTuesday,30th September, 2014 at 10.00 a.m. at Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055, to transact the following business:Ordinary Business1. To receive, consider, approve and adopt the Balance Sheet as at 31stMarch2014andtheProfitandLossAccountforthe

year ended as on that date and the Reports of the Directors’ and Auditor’s there on.2. To appoint a director in place of Mr. B.S. Sharma (DIN 00230202) who retires by rotation at this Annual General Meeting and

being eligible, offers himself for re-appointment.3. Toconsiderandifthoughtfit,topasswithorwithoutmodification(s)thefollowingresolutionasanOrdinaryResolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,

2013,readwiththerulesmadethereunder,M/s.RameshChaturvedi&Co,CharteredAccountants,(FRNNo.113621W),retiringauditorsoftheCompanybeandareherebyre-appointedasStatutoryAuditorsoftheCompany,toholdofficefromtheconclusion of Twentieth (20th) Annual General Meeting until the conclusion of the Twenty Third (23rd) Annual General Meeting of theCompany,subject to theratificationof theappointmentby theMembersof theCompanyateveryAnnualGeneralMeeting as per the provisions of the Companies Act, 2013, on such remuneration as may be agreed upon between the Board of Directors or any Committee thereof and the Statutory Auditors, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.”

Special Business4. To appoint Mr. Ilidio Manuel Pereira (DIN 03036383) as an Independent Director of the Company. Toconsiderandifthoughtfit,topasswithorwithoutmodification(s)thefollowingresolutionasanOrdinaryResolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions

of theCompaniesAct,2013andtheCompanies(AppointmentandQualificationofDirectors)Rules,2014(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce)andClause49oftheListingAgreement,Mr.IlidioManuel Pereria [DIN 03036383], who was appointed as a director liable to retire by rotation and who retires by rotation at this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the CompaniesAct,2013,fromamemberproposinghiscandidaturefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompany,notliabletoretirebyrotation,toholdofficeforatermoftwoconsecutiveyearsupto31st March, 2016.”

5. To appoint Mr. Placid Naronha (DIN 03031999) as an Independent Director of the Company. Toconsiderandifthoughtfit,topasswithorwithoutmodification(s)thefollowingresolutionasanOrdinaryResolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions

of theCompaniesAct,2013andtheCompanies(AppointmentandQualificationofDirectors)Rules,2014(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce)andClause49oftheListingAgreement,Mr.Placid Naronha [DIN 03031999], who was appointed as a director liable to retire by rotation and who retires by rotation at this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the CompaniesAct,2013,fromamemberproposinghiscandidaturefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompany,notliabletoretirebyrotation,toholdofficeforatermoftwoconsecutiveyearsupto31st March, 2016.”

6. To appoint Mr. B. S. Sharma (DIN 00230202) as a Whole Time Director of the Company. Toconsiderandifthoughtfit,topasswithorwithoutmodification(s)thefollowingresolutionasaSpecial Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other

applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 (includinganystatutorymodification(s)or re-enactment thereof for the timebeing in force),andin accordance with the provisions of Articles of Association of the Company, consent of the Company be and is hereby accorded to the appointment of Mr. B. S. Sharma (DIN 00230202) as a Whole-time Director designated as the Chairman of the Company, for a period of 3 (Three) years with effect from 27th August, 2014, on the terms and conditions of appointment ascontainedinthedraftagreement,acopywhereofinitialedbytheChairmanforthepurposeofidentificationisplacedbeforethe meeting and he is being appointed without any remuneration.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

For and on behalf of the Board of Directors

Place: Mumbai B. S. SharmaDate: 27th August, 2014 Director

Registered Office: Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055.


2

NOTES:1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on a poll instead

of himself / herself and the proxy need not be a member of the Company. The instrument appointing the proxy must be duly filled in all respect and should be deposited at the Registered Office of the Company not less than forty-eight hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or Member.

2 Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the CompanyacertifiedcopyoftheBoardresolutionauthorizingsucharepresentativetoattendandvoteontheirbehalfatthemeeting.

3 An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

4 The Register of Members and the Share Transfer books of the Company shall remain closed from Tuesday, 23rd September, 2014 to Tuesday, 30th September, 2014 (both days inclusive).

5 The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the Registrar and Share Transfer Agent.

6 Members who hold shares in dematerialized form are requested to write their Client ID and DP ID numbers and those who hold shares in physical form are requested to write their folio number in the attendance slip for attending the meeting.

7 InsupportofthegreeninitiativeoftheGovernment,electroniccopyoftheAnnualReportforFinancialYear2013-14andnoticeof the 20th Annual General Meeting of the Company interaliaindicating the process and manner of e-voting, Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registeredtheiremailaddress,physicalcopiesoftheAnnualReportforthefinancialyear2013-14andtheNoticeofthe20thAnnual General Meeting of the Company interaliaindicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

8 We, however, request and encourage you to register your email-id for e-communication in the records of your Depository Participant (in case of electronic holding) / the Registrar and Share Transfer Agent (in case of physical shareholding) mentioning your demat account details/folio number.

9 Members may also note that the Notice of the 20thAnnualGeneralMeetingandtheAnnualReportforfinancialyear2013-14will also be available on the Company’s website i.e. www.vppil.com for their download.

10 Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication/information, the members may also send requests to the Company’s investor email id: [email protected].

11 All relevant documents referred in the Notice and the Explanatory Statements shall be open for inspection by the members attheRegisteredOfficeoftheCompanyduringthenormalbusinesshours(10.A.Mto6P.M)onallworkingdays(exceptSaturdays) upto the date of Annual General Meeting of the Company.

12 Appointment of Statutory Auditors of the Company - In terms of Section 139 (1) of the Companies Act, 2013, every Company shall,atthefirstAGM,appointanindividualorafirmasanauditorwhoshallholdofficefromtheconclusionofthatmeetingtill the conclusion of its sixth Annual General Meeting and thereafter till the conclusion of every sixth meeting. M/s. Ramesh Chaturvedi&Co.,CharteredAccountantswhowereappointedasStatutoryAuditorsoftheCompanyforthefinancialyeari.e.2013-14holdtheofficeuptotheconclusionofthisAnnualGeneralMeeting.Thus,theappointmentofStatutoryAuditorsfor a period of three consecutive years has been put up for the approval of members at item no. 3 of the Notice.

13 Brief resumeofallDirectors including thoseproposedtobeappointed/ re-appointed,natureof theirexpertise inspecificfunctional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholdingandrelationshipsbetweendirectorsinter-seasstipulatedunderClause49oftheListingAgreementwiththeStock Exchanges is annexed hereto. The Company is in receipt of relevant disclosures/consents from the Directors pertaining to their appointment/reappointment.

14 Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting.

15 Members/Proxiesshouldfilltheattendanceslipforattendingthemeetingandbringtheirattendanceslipalongwiththeircopyof Annual Report to the meeting.


3

16 In case, of joint holders attending the meeting, only such joint holders who is higher in order of names will be entitled to vote.

17 Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The nomination form can be downloaded from the Company’s website www.vppil.com available under the head “Investors”

18 Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names arerequestedtosendthesharecertificatestoRegistrarandShareTransferAgent,forconsolidationintosinglefolio.

19 Non – Resident Indian Members are requested to inform Registrar and Share Transfer Agent, immediately of :

a. Change in their residential status on return in India for permanent settlement.

b. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

20 Memberswhowishtoseekany informationonthefinancialstatementsof theCompanyorhaveanyquery/(ies) relatingthereto may write to the Company at [email protected] , at an early date to enable the management to keep the information ready.

21 The instructions for e-voting are as under:

A. In case a Member receives an email from Karvy [for members whose email IDs are registered with the Company/ Depository Participants(s)]:

i. LaunchinternetbrowserbytypingtheURL:http://evoting.karvy.com.

ii. Enterthelogincredentials(i.e.UserIDandpasswordmentionedbelow).YourFolioNo./DPID-ClientIdwillbeyourUserID.However,ifyouarealreadyregisteredwithKarvyfore-voting,youcanuseyourexistingUserIDandpasswordfor casting your vote.

iii. Afterenteringthesedetailsappropriately,clickon“LOGIN”. iv. YouwillnowreachpasswordchangeMenuwhereinyouarerequiredtomandatorilychangeyourpassword.Thenew

password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contactdetailslikemobilenumber,emailIDetc.onfirstlogin.Youmayalsoenterasecretquestionandanswerofyourchoice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password withanyotherpersonandthatyoutakeutmostcaretokeepyourpasswordconfidential.

v. Youneedtologinagainwiththenewcredentials. vi. Onsuccessfullogin,thesystemwillpromptyoutoselectthe“EVENT”i.e.,VallabhPolyPlastInternationalLimited“and

reduced”.

vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut off Date under “FOR/AGAINST’ or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total numberin“FOR/AGAINST”takentogethernotexceedingyourtotalshareholdingasmentionedhereinabove.Youmayalso choose the option ABSTAIN. If the shareholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

viii. Shareholders holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat accounts.

ix. Votinghastobedoneforeachitemofthenoticeseparately.Incaseyoudonotdesiretocastyourvoteonanyspecificitem it will be treated as abstained.

x. Youmaythencastyourvotebyselectinganappropriateoptionandclickon“Submit”. xi. A confirmationboxwill bedisplayed.Click “OK” to confirmelse “CANCEL” tomodify.Onceyouhavevotedon the

resolution, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

xii. Corporate/InstitutionalMembers(i.e.otherthanIndividuals,HUF,NRIetc.,)arealsorequiredtosendscannedcertifiedtruecopy (PDFFormat)of theBoardResolution/AuthorityLetteretc., togetherwithattestedspecimensignature(s)of the duly authorised representative(s), to the Scrutinizer at e mail [email protected] with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format “Vallabh PolyPlastInternationalLimited“andreduced”,20th Annual General Meeting”.

B. I. In case a Member receives physical copy of the Notice of AGM [ for members whose email IDs are not registered with the Company/ Depository Participants (s) can request physical copy].

i. UserIDandinitialPasswordasprovidedbelow. ii. Please follow all steps from Sl. No. (i ) to Sl. No. (xii) above, to cast vote.

II. Incaseofanyqueriesrelatingtoe-votingpleasevisitHelp&FAQsectionofhttp://evoting.karvy.com(KarvyWebsite).


4

III. Youcanalsoupdateyourmobilenumberande-mail id in theuserprofiledetailsof thefoliowhichmaybeusedforsending future communication(s).

IV. The e-voting period commences on 24th September, 2014 (9.00 AM) and ends on 26th September, 2014 (6.00 PM).

During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 29th August, 2014, may cast their vote electronically in the manner and process set out herein above. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Further the Members who have casted their vote electronically shall not vote by way of poll, to be held at the Annual General Meeting.

V. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date 29th August, 2014.

VI. The Board of Directors has appointed Mr. Milind Nirkhe, Practicing Company Secretary as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

VII. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forth with to the Chairman of the Company.

VIII. The Results shall be declared on or after the AGM of the Company and the resolution will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the Resolution(s).

IX. The results alongwith the Scrutinizer’s Report shall be placed on the website of the Company https://www.vppil.com and also on the website of the service provider http://evoting.karvy.com within 2 days of passing of the resolutions at the AnnualGeneralMeetingoftheCompanyandshallbecommunicatedtoBSELimitedandNationalStockExchangeofIndiaLimited.

EVEN (E Voting Event Number) User ID Password

22 Members holding multiple folios/demat accounts shall choose the voting process separately for each of the folio /demat accounts.

23 The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period / unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

Appointment of Mr. Ilidio Manuel Pereira, as Independent Director of the Company.Mr. Ilidio Manuel Pereira, is a Non-Executive Independent Director of the Company. He is on the Board of the Company as an Independent Director since 30th March, 2010. Mr. Ilidio Manuel Pereira is member of the Audit Committee of the Board of Directors of the Company.

Mr. IlidioManuelPereira isB.A. LLB from theUniversity ofMumbai andhas over 39 years of experience in finalisation ofAccounts, taxation matters including Central excise and Sales Tax.

AbriefprofileofMr.IlidioManuelPereira,thenatureofhisexpertise,andthenamesofcompaniesinwhichheholdsdirectorshipsalong with the details of membership / chairmanship on various committees of the Board of other companies, shareholding in the Company and relationship between the directors inter-se is annexed to this notice.

Mr. Ilidio Manuel Pereira retires by rotation at the ensuing Annual General Meeting under the provisions of erstwhile Companies Act, 1956. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a memberalongwiththerequisitedepositofRupeesOnelakhproposingthecandidatureofMr.IlidioManuelPereirafortheofficeof Independent Director of the Company, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Ilidio Manuel Pereira his consent to act as Director of the Company along with a declaration to the effect that he meets the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Clause 49 oftheListingAgreementandanintimationtotheeffectthatheisnotdisqualifiedfrombeingappointedasaDirectorintermsofSection 164(2) of the Companies Act, 2013.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the resolution seeks the approval of the members for the appointment of Mr. Ilidio Manuel Pereira as an Independent Director for a term of two consecutive years, upto 31st March, 2016 and he shall not be liable to retire by rotation.

IntheopinionoftheBoardofDirectors,Mr.IlidioManuelPereirafulfilstheconditionsspecifiedintheCompaniesAct,2013andrules made there under for his appointment as an Independent Director of the Company and is independent of the management.


5

Copy of the draft letter for appointment of Mr. Ilidio Manuel Pereira, as an Independent Director setting out the terms and conditions ofhisappointmentwouldbeavailableforinspectionwithoutanyfeebythemembersattheRegisteredOfficeoftheCompanyduring normal business hours i.e. between 10.00 A. M. to 6.00 P.M. on any working day, (excluding Saturday) upto the date of Annual General Meeting.

TheBoardconsidersthathiscontinuedassociationwouldbeofimmensebenefittotheCompanyanditisdesirabletocontinueto avail services of Mr. Ilidio Manuel Pereira, as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Ilidio Manuel Pereira, as an Independent Director as set out at Item No. 4 of the Notice, for the approval of the members of the Company.

Except, Mr. Ilidio Manuel Pereira to whom the resolution relates, and his relatives (to the extent of their shareholding interest in the Company), none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financiallyorotherwise,intheresolutionsetoutatItemNo.4.This explanatory statement along with the details of Director as annexed herewith may also be regarded as disclosure under Clause49oftheListingAgreementwiththeStockExchange.ITEM NO. 5

Appointment of Mr. Placid Naronha, as Independent Director of the Company.Mr. Placid Naronha, is a Non-Executive Independent Director of the Company. He is on the Board of the Company as an Independent Director since 30th May, 2011. Mr. Placid Naronha is member of the Audit Committee and Chairman of Stakeholders Relationship Committee of the Board of Directors of the Company.

Mr.PlacidNaronhaholdsaBachelordegreeinthefieldofCommercefromtheUniversityofMumbaiandishavingmorethan13years of working experience.

AbriefprofileofMr.PlacidNaronha,thenatureofhisexpertise,andthenamesofcompaniesinwhichheholdsdirectorshipsalong with the details of membership / chairmanship on various committees of the Board of other companies, shareholding in the Company and relationship between the directors inter-se is annexed to this notice.

Mr. Placid Naronha retires by rotation at the ensuing Annual General Meeting under the provisions of erstwhile Companies Act, 1956. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a memberalongwiththerequisitedepositofRupeesOnelakhproposingthecandidatureofMr.PlacidNaronhafortheofficeofIndependent Director of the Company, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Placid Naronha his consent to act as Director of the Company along with a declaration to the effect that he meets the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Clause 49 of the ListingAgreementandanintimationtotheeffectthatheisnotdisqualifiedfrombeingappointedasaDirectorintermsofSection164(2) of the Companies Act, 2013.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the resolution seeks the approval of the members for the appointment of Mr. Placid Naronha, as an Independent Director for a term of two consecutive years, upto 31st March, 2016 and he shall not be liable to retire by rotation.

IntheopinionoftheBoardofDirectors,Mr.PlacidNaronha,fulfilstheconditionsspecifiedintheCompaniesAct,2013andrulesmade there under for his appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter for appointment of Mr. Placid Naronha, as an Independent Director setting out the terms and conditions of his appointmentwouldbeavailableforinspectionwithoutanyfeebythemembersattheRegisteredOfficeoftheCompanyduringnormal business hours i.e. between 10.00 A. M. to 6.00 P.M. on any working day, (excluding Saturday) upto the date of Annual General Meeting.

TheBoardconsidersthathiscontinuedassociationwouldbeofimmensebenefittotheCompanyanditisdesirabletocontinueto avail services of Mr. Placid Naronha, as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Placid Naronha, as an Independent Director as set out at Item No. 5 of the Notice, for the approval of the members of the Company.

Except, Mr. Placid Naronha to whom the resolution relates, and his relatives (to the extent of their shareholding interest in the Company), none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financiallyorotherwise,intheresolutionsetoutatItemNo.5.This explanatory statement along with the details of Director as annexed herewith may also be regarded as disclosure under Clause49oftheListingAgreementwiththeStockExchange.ITEM NO. 6

Appointment of Mr. B. S. Sharma, as a Whole Time Director of the Company.Mr. B. S. Sharma (DIN 00230202) is a Director on the Board of the Company since 30th May, 2011.

Mr. B. S. Sharma is the former Executive Director, Reserve Bank of India, Mr. B. S. Sharma has over 40 years of rich and diverse experienceinthefieldofBanking,PublicDebt,NoteIssueandCurrencyManagement,Inspection&Audit,BankSupervision,Administration&PersonnelManagement&HumanResources,etc.


6

He has also worked as a General Manager-in-charge of Exchange Control Department, Mumbai. Mr. Sharma was also a member oftheReserveBankofIndiaServicesBoard,asautonomousbodyentrustedwiththetaskofrecruitmentofOfficersatvariouslevels and tendering the advice to the Bank in disciplinary matters. He was the Chairman of various high-level Committee set up by the Reserve Bank of India, including the Committee to review the inspection methodology and organizational set-up of the Inspection Department, the committee on Administrative Reforms, etc. Mr. Sharma was a renowned Guest Faculty at the Bank’s TrainingColleges.Mr.Sharmawas thedirectoron theBoardofBankofBarodaandDeposit Insurance&CreditGuaranteeCorporation.HealsoservedasmemberofGoverningCounciloftheInstituteforDevelopment&ResearchinBankingTechnology,HyderabadandtheFinanceCommitteeoftheInstituteofBankingPersonnel&Selection(IBPS).Mr.SharmaisaM.ComfromtheUniversityofRajasthan,wherehewastheFirstRankHolderandaGoldMedalist.HeisalsoaCertifiedAssociatefromtheIndian Institute of Bankers (CAIIB).

AbriefprofileofMr.B.S.Sharma, thenatureofhisexpertise,and thenamesofcompanies inwhichheholdsdirectorshipsalong with the details of membership / chairmanship on various committees of the Board of other companies, shareholding in the Company and relationship between the directors inter-se is annexed to this notice.

Mr. B. S. Sharma retires by rotation at the ensuing Annual General Meeting under the provisions of erstwhile Companies Act, 1956 and being eligible offers himself for re-appointment.

AlthoughMr.B.S.Sharmaisof74yearsofage,inviewofhisvastexperienceinthefieldofbanking,finance,administrationandAccounts, the Board of Directors in their Meeting held on 27th August, 2014 have approved the appointment of Mr. B. S. Sharma, as Whole-time Director of the Company for a period of three years w.e.f. 27th August, 2014. The Board recommends the Special Resolution set out at item no. 6 of the accompanying notice for the approval of the Members.

The material terms of appointment and remuneration as contained in the draft Agreement are given below :-

1) Salary/Perquisite and Reimbursement - Nil

2) Minimum Remuneration - Nil

3) Nature of Duties -

a) Mr. B. S. Sharma shall perform his duties as per the provisions of Companies Act and Articles of Association of the Company subject to the control and direction of the Board of Directors.

b) Mr. B. S. Sharma will have power to sign all contracts, deeds and documents proposed to be executed by the Company, to represent the Company in dealings with others, including Government and other authorities and also to sign all pleadings,applicationsandotherpapersrequiredtobefiledinanyCourtproceedingsbyoragainsttheCompany.

c) Mr. B. S. Sharma will be working whole time for the Company and he will not accept any executive post or work outside. He will call the meetings of the Board of Directors from time to time as required by the Board and as he may think proper.

4) Termination

The appointment can be terminated by either party by giving 3 (three) calendar months’ notice in writing or on such other terms as may be mutually agreed.

5) Other Terms

Mr. B. S. Sharma shall not be paid any sitting fees for attending meetings of the Board or Committee thereof.

TheperiodofofficeofMr.B.S.Sharmashallbeliabletodeterminationbyretirementofdirectorsbyrotation.IfMr.B.S.Sharmaisre-appointedasadirectorimmediatelyonretirementbyrotation,heshallcontinuetoholdofficeofWhole-timeDirectorandsuchre-appointment as director shall not be deemed to constitute break in his appointment as a Whole-time Director.

Copy of the Draft Agreement referred to in the Resolution would be available for inspection by the members at the Registered Officeof theCompanyduringnormal businesshours i.e. between10.00A.M. to6.00P.M.onanyworkingday, (excludingSaturday) upto the date of Annual General Meeting.

Except, Mr. B. S. Sharma to whom the resolution relates, and his relatives (to the extent of their shareholding interest in the Company),noneoftheDirectorisconcernedorinterested,financiallyorotherwise,intheresolutionsetoutatItemNo.6.This explanatory statement along with the details of Director as annexed herewith may also be regarded as disclosure under Clause49oftheListingAgreementwiththeStockExchange.



Registered Office: Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055.


7

DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES.

Sr. No. Name of the Directors Mr. Ilidio Manuel Pereira Mr. Placid Naronha

1 DirectorIdentificationNumber(DIN) 03036383 03031999

2 Date of Birth 07/07/1957 05/10/1976

3 Age 57 years 38 years

4 Permanent Account Number (PAN) AACPP3032B ACEPN8867G

5 Date of Appointment on the Board 30/03/2011 30/05/2011

6 Experienceinspecificfunctionalarea 35 years 13 years

7 Expertiseinspecificfunctionalareas Accounts, Taxation including Central Excise&SalesTax

Accounting, Purchasing

8 No. of equity shares held in the Company (as on 31st March, 2014)

NIL NIL

9 Qualifications B.A.LLBFromUniversityofMumbai GraduatefromUniversityofMumbai

10 Listofotherdirectorships NIL 1. Township Developers India Limited

2. First Blue Financial Consultants Limited.

11 Membership/Chairman of Committees of the other Companies

NIL NIL

12 Relationships, if any, between Directors inter se

NIL NIL

Sr. No. Name of the Directors Mr. B. S. Sharma

1 DirectorIdentificationNumber(DIN) 00230202

2 Date of Birth 12/11/1939

3 Age 74 years

4 Permanent Account Number (PAN) AAZPS3382A

5 Date of Appointment on the Board 30/05/2011

6 Experienceinspecificfunctionalarea 40 years

7 Expertiseinspecificfunctionalareas Banking, Finance, Administration and Accounts.

8 No. of equity shares held in the Company(as on 31st March, 2014)

NIL

9 Qualifications Master in Commerce fromUniversity of Rajasthan andCertifiedAssociate from the Indian Institute of Banking(CAIIB)

10 Listofotherdirectorships 1. TownshipDevelopersIndiaLimited2. DHFLSalesandServicesLimited3. FirstBlueFinancialConsultantsLimited.

11 Membership/Chairman of Committees of the other Companies

NIL

12 Relationships, if any, between Directors inter se NIL


8

DIRECTORS’ REPORT

Dear Shareholders,

YourDirectorsherebypresenttheTwentiethAnnualReporttogetherwiththeAuditedAccountsoftheCompanyfortheyearendedMarch 31, 2014.

FINANCIAL HIGHLIGHTS(Rs.inLakh)

Particulars 31/03/2014 31/03/2013

Gross Income 5.76 5.16

Expenditure 9.42 4.89

Profit/Lossbeforeinterest&depreciation&beforeextraordinaryitems (3.66) 0.27

Less: Depreciation - -

NetProfitbeforeTax (3.67) 0.27

Less: Provision for Tax - 0.05

Less: Provision for FBT - -

Less: Minimum Alternative Tax Credit Entitlement - -

Extra ordinary item - -

Profit/(Loss)AvailableforAppropriation (3.67) 0.22

The Company is exploring new avenues / areas of business in order to rebuild the revenue stream for the Company and to create value for its shareholders.

DIVIDEND

TheCompanyhasnotearnedanydivisibleprofitsfortheyearunderreview.Hence,nodividendisrecommendedbytheBoardofDirectors for the year ended 31st March 2014.

DIRECTORS

During the year, Mr. Alcide Neil D’souza resigned from Directorship of the Company with effect from 12th November, 2013. The Board places on record its appreciation for the invaluable guidance and services rendered by him during his tenure as Director on the Board of the Company.

Mr. B. S. Sharma (DIN 00230202), who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sharma is appointed as a Whole-time Director of the Company for a period of three years effective from 27th August, 2014 without any remuneration.

According to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Ilidio Pereria [DIN 03036383], and Mr. Placid Naronha [DIN 03031999] as Independent Directors for a term of two consecutive years upto 31st March, 2016. The Company has received requisite notices in writing from the members proposing the names of Mr. Ilidio Manuel Pereria, and Mr. Placid Naronha for appointment as Independent Directors. The Company has received declarations from the IndependentDirectorsof theCompanyconfirming that theymeet thecriteriaof independenceasprescribedundersection149(6)ofCompaniesAct,2013andclause49oftheListingAgreementwiththeStockExchange.

BriefresumeoftheaboveDirectorsproposedtobeappointed/re-appointed,natureoftheirexpertiseinspecificfunctionalareasand the name of the public companies in which they hold the directorship and the Chairmanship/membership of the Committees oftheBoard,asstipulatedunderClause49oftheListingAgreementwiththeStockExchanges,aregivenasAnnexuretotheNotice convening the Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is not carrying out any manufacturing activities, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.


9

AUDITORS

M/s.RameshChaturvedi&Co.,CharteredAccountants, thepresentStatutoryAuditors of theCompanyhold officeuntil theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

YourCompanyhasreceivedacertificateaspertheprovisionsofsection139oftheCompaniesAct,2013andtotheeffectthattheir re-appointment as Auditors of the Company, if made, would be within the limits prescribed under section 141(3)(g) of the CompaniesAct,2013andthattheyarenotdisqualifiedforreappointmentasStatutoryAuditorsoftheCompany.

Based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 27th August, 2014 recommended the appointment ofM/s. RameshChaturvedi &Co., CharteredAccountants, as the StatutoryAuditors of theCompanytoholdofficefromtheconclusionofthisAnnualGeneralMeetinguntiltheconclusionof23rd Annual General Meeting of the Company, and that, the necessary resolution for appointing them as Statutory Auditors of the Company is being included in the notice of the 20th Annual General Meeting for the approval of the Members of the Company.

AUDITOR’S REPORT

The Auditors Report is self – explanatory and do not call for any further explanation.

CORPORATE GOVERNANCE

Pursuanttoclause49ofthelistingagreementwiththeBSELimitedthefollowinghavebeenmadeapartoftheAnnualReport:

• ManagementdiscussionandAnalysisReport

• ReportonCorporateGovernance

• AuditorsCertificateregardingcomplianceofconditionsoftheCorporateGovernance

• DeclarationoncompliancewithCodeofConductbyBoardMembersandSeniorManagementPersonnel.

PARTICULARS OF EMPLOYEES

TheCompanyhasnoemployeesofthespecifiedcategoriesunderSection217(2A)oftheCompaniesAct,1956readwiththeCompanies (Particulars of Employees) Rules, 1975 as amended up to date.

SECRETARIAL COMPLIANCE CERTIFICATE

TheSecretarialComplianceCertificateforthefinancialyearended31st March,2014,confirmingthattheCompanyhascompliedwith all the provisions of the Companies Act, 1956 and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

PursuanttoSection217(2AA)oftheCompaniesAct,1956,theDirectorsconfirmthat:

(i) in the preparation of annual accounts, the applicable accounting standards and the requirement as set out under Schedule VI of the Companies Act, 1956 have been followed and there is no material departure for the same.

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimated that arereasonableandprudentsoastogiveatrueandfairviewofthestateofaffairsofthecompanyattheendofthefinancialyearandoftheprofitorlossofthecompanyforthatperiod.

(iii) thedirectorshavetakenproperandsufficientcareforthemaintenanceofadequateaccountingrecordsinaccordancewiththe 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 for the year ended 31st March, 2014, on a going concern basis.

ACKNOWLEDGEMENT

Your Directors express their gratitude to the Company’s Bankers, BSE Limited andOthers for their continued support and co-operation.




10

MANAGEMENT DISCUSSION ANALYSIS REPORT

Industrial Structure and Development

The Company was engaged in manufacturing of Plastic Plain / Printed Bags, Tools, Bags, Garbage and Zhabala Bags etc. The Government in its various directions have been announcing various restrictions on use of plastics bags. Due to strict regulatory norms and restrictions, the Company has not been able to revive its manufacturing activity.

Opportunity and Threats

VallabhPoly-PlastInternationalLimited(VPPIL)isamanufacturingCompany,butatpresentitisnotcarryingoutanycommercialorManufacturing Activities. The Company does not own any inventory for the year under review. The Company has only commission income however it is exploring other avenues of business.

Segment- wise or product – wise performance

The Company currently is not engaged in any commercial or manufacturing activity. Hence there is no reportable geographical/ different segment wise report.

Outlook

The present object of the Company has become unviable due to stringent regulatory norms. However, the management is optimistic and exploring other business opportunities, which will create value for the shareholders of the Company.

Risk & Concern

Uncertainties inbusinesshasbeenamatterofconcernandthus themanagement is fullydevoted in thepreparation to takecorrective measures to safeguard the risks associated with the present operations of the Company.

Internal control systems and their Adequacy

The Company has adequate internal control system in place that ensures its adequacy, adherence to the Company policies andcompliance,assuringadherenceofoperatingguidelinesandstatutoryrequirementsandensuringreliabilityoffinancialandoperational information and it also safeguard the company’s assets against loss from unauthorized use and ensures proper authorizationoffinancialstrength.

Discussion on financial performance with respect to Operational performance

The income of the Company was Rs. 5.76 lakh in the current year as compared to Rs. 5.16 lakh in the previous year. The net loss oftheCompanywasRs.(3.66)lakhinthecurrentyear,ascomparedtonetprofitRs.0.22lakhinthepreviousyear.TheearningspershareofthecompanyisRs.(0.09)fortheyearunderreview.Theincreaseinlosswasduetoincreaseinadministrative&other expenses.

Material Developments in Human Resources/ Industrial Relations front, including number of people employed

There are no employees presently employed by the Company for the year under review since the Company was not carrying out any Commercial or manufacturing activities. The Company recognizes the importance of the human resources for its growth and development and as it is in the process of exploring new business opportunities it has plans to hire Human Resources.

Cautionary Statement

Statement in the Management Discussion and Analysis describing the company’s objectives, projections, expectations and estimates regarding future performance may be “forward looking statement” and are based on currently available information. The management believes these to be true to the best of its knowledge at the time of preparation of this report. However, these statements are subject to certain future events and uncertainties, which could cause actual results to differ materially from those that may be indicated in such statements.


11

REPORT ON CORPORATE GOVERNANCE.Corporate Governance is important to build confidence and trust which leads to strong and stable relationship with theShareholders and all other Stakeholders. The detailed Report on implementation of Corporate Governance Code of the Company asincorporatedinClause49oftheListingAgreementwiththeStockExchangeissetoutbelow:

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance lays strong emphasis on ethical conduct, transparency and accountability. The Company has implemented the mandatory requirements of the Corporate Governance as mentioned in Clause 49 of the ListingAgreement.

BOARD OF DIRECTORS

The Board of Directors of the Company comprises of three Independent Non-Executive Directors as on 31st March, 2014. The Boardconsistsofeminentpersonswithconsiderableprofessionalexpertiseandexperienceinbusinessandindustry,finance,audit, law and public enterprises. None of the Directors on the Board is a Member of more than ten Committees and Chairman of morethanfiveCommitteesacrossallthecompaniesinwhichheisaDirector.AlltheDirectorshavemaderequisitedisclosuresregarding their directorships andmemberships on variousCommittees across all the LimitedCompanies in which they areDirectors and Members.

Board Meetings and attendance record of each Director

Duringthefinancialyear2013-14,Four(4)BoardMeetingswereheldon20.05.2013,13.08.2013,12.11.2013and12.02.2014and the gap between the two meetings were not more than four months. The details of attendance of the Directors at the last Annual General Meeting and Board Meetings are as under:-

Sr.No.

Name of the Director Category of Directorship

Details of Board Meetings & Directors Attendance

No. of shares

held in the

Company

No. of positions held in other Public Limited

Companies

Board Meetings

Held

Board Meetings Attended

Last Annual General Meeting

Board Chairmanship /Membership

1. Mr. B. S. Sharma(DIN-00230202)

Independent Non-Executive Director

4 4 Yes Nil 3 -

2. *Mr. Alcide N. Disouza(DIN-03039883)


4 2 Yes Nil - -

3. Mr. Iildio M. Pareira(DIN-03036383)


4 4 No Nil - -

4. Mr. Placid Naronha(DIN-03031999)


4 4 Yes Nil 2 -

* Resigned with effect from 12th November, 2013.

CODE OF CONDUCT

The Board of Directors have adopted the Code of Conduct for all Board members and Senior Management of the Company. The said code has been communicated to all the concerned and has also been placed on the website of the Company. The Board of Directorsandmembersoftheseniormanagementpersonnelhaveprovidedtheiraffirmationtothecompliancewiththiscode.

AUDIT COMMITTEE

The Audit Committee was reconstituted at the meeting of the Board of Directors held on 12th November, 2013 and as on 31st March, 2014 comprised of three Directors viz., Mr. Placid Naronha, as the Chairman of the Committee, Mr. B. S. Sharma and Mr. Ilidio Manuel Pareira, as the members. All the members of the Audit Committee are Non-Executive Directors and all are independenthavingadequateaccountingandfinancialmanagementexpertise.TheChairmanoftheAuditCommitteeattendedtheAnnualGeneralMeeting(AGM)heldon30.09.2013.AlltheMembersoftheAuditCommitteearefinanciallyliterateandhaveaccountingandfinancialmanagementexpertise.

TERMS OF REFERENCE

The terms of reference of the Audit Committee was revised in the Board Meeting held on 28th May, 2014 which is in conformity and inlinewiththestatutoryandregulatoryrequirementsasprescribedundertheCompaniesAct,2013andClause49oftheListingAgreement, which includes the following:


12

Role of Audit Committee:

1. TooverseeoftheCompany’sfinancialreportingprocessandthedisclosuresofitsfinancialinformationtoensurethatthefinancialstatementiscorrect,sufficientandcredible.

2. To recommend to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditorsandthefixationofauditfees.

3. To approve the payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

4. To review, with the Management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:

a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Clause No. (2AA) of Section 217 of the Companies Act, 1956.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by Management.

d. Significantadjustmentsmadeinthefinancialstatementsarisingoutofauditfindings.

e. Compliancewithlistingandotherlegalrequirementsrelatingtofinancialstatements.

f. Disclosure of any related party transactions.

g. Qualificationsinthedraftauditreport.

5. To review, with the Management, the quarterly Financial Statements before submission to the Board for approval.

6. To review, with the Management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter.

7. To review, with the Management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems.

8. ToreviewtheadequacyofInternalAuditFunction,ifany,includingthestructureoftheInternalAuditDepartment,staffingandseniorityoftheofficialheadingthedepartment,reportingstructurecoverageandfrequencyofinternalaudit.

9. TodiscusswithInternalAuditorsanysignificantfindingsandfollowupthereon.

10.ToreviewthefindingsofanyinternalinvestigationsbytheInternalAuditorsintomatterswherethereissuspectedfraudorirregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

11. To discuss with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

13. To review the functioning of the Whistle Blower Mechanism, in case the same is existing.

14. To carry out any other function as is mentioned in the terms of reference of the Audit Committee.

15. To review the following information:

• TheManagementDiscussionandAnalysisoffinancialconditionandresultsofoperations;

• Statementofsignificantrelatedpartytransactions(asdefinedbytheAuditCommittee),submittedbyManagement;

• Managementletters/lettersofinternalcontrolweaknessesissuedbytheStatutoryAuditors;

• InternalAuditReportsrelatingtointernalcontrolweaknesses;and

• Theappointment,removalandtermsofremunerationofInternalAuditors.

16.ToapprovetheappointmentofCFOafterassessingthequalifications,experienceandbackgroundetc.ofthecandidate.

Powers of Audit Committee

a) To investigate any activity within its terms of reference.

b) To seek any information from any employee.

c) To obtain outside legal or other professional advice.

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.


13

Details of Meetings and attendance

During the year under review, the Committee met Four (4) times. The Meetings were held on 20.05.2013, 13.08.2013, 12.11.2013 and 12.02.2014.

The details of the attendance of the members of the Committee are listed below:-

Name No. of Meetings Held No. of Meetings AttendedMr. Alcide Neil D’souza * 4 2Mr. B. S. Sharma 4 4Mr. Placid Naronha 4 4Mr. Ilidio Manuel Pereira ** 4 1

* Resignedasmemberw.e.f12thNovember,2013.** Appointedasmemberw.e.f12thNovember,2013.

REMUNERATION POLICY

Asthereisnomanufacturingorcommercialactivityinthecompanyandconsideringthegrievefinancialpositionofthecompany,noremunerationorsittingfeeswaspaidtoanyoftheDirectorsoftheCompanyduringthefinancialyearunderreview.Hencedisclosure on remuneration of Non – Executive Independent Directors required pursuant to clause III of clause 49 is not made.

STAKEHOLDERS RELATIONSHIP COMMITTEE (earlierknownasShareholders’/Investors’GrievanceCommittee)

The Stakeholder Relationship Committee is primarily responsible to look into the redressal of Shareholders/Investors’/other securities holders complaints. The Committee was renamed as Stakeholders Relationship Committee from Shareholders/Investors Grievance Committee and its the terms of reference were expanded to align the same with the provisions of Companies Act, 2013 in the Board Meeting held on 28th May, 2014.

The Committee was also reconstituted on 28th May, 2014 and comprises of Mr. Placid Naronha, as the Chairman of the Committee and Mr. B. S. Sharma, as a Member. The Committee, inter-alia, approves share transfer, transmission, transposition, sub-division, split-up,consolidation,issueofduplicatesharecertificatesandreviewsallmattersconnectedwiththesecuritiestransfers.TheCommittee also looks into redressal of shareholders’/investors’ complaints such as transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. The Committee oversees the performance of the Registrar and Transfer Agent and recommendsmeasuresforoverallimprovementinthequalityofinvestorservices.Mr.SharmaistheComplianceOfficerintermsof clause 49 of the listing agreement with the stock exchange.

During the year, the Shareholders’/Investors’ Grievance Committee had met on 06.05.2013, 15.05.2013, 25.05.2014, 25.07.2013, 05.08.2013, 05.09.2013, 16.09.2013, 23.09.2013, 04.10.2013, 25.10.2013, 25.11.2013 and 14.12.2013.

There were no complaints received during the year under review and outstanding complaints as on 31.03.2014 were nil. There were no valid share transfers pending for registration for more than 30 days as on the said date.

SUBISDIARY COMPANIES

The Company does not have any subsidiary Company.

GENERAL BODY MEETING

a Location&Timeofthelast3AnnualGeneralMeetingheldbytheCompanywereasunder:

Financial Year Date Location of the Meetings Time2010-11 30/09/2011 Mega Thrill Hall, Shimpoli Road, Borivali (West), Mumbai – 400 092 9.30 A. M.2011-12 28/09/2012 Mega Thrill Hall, Shimpoli Road, Borivali (West), Mumbai – 400 092 9.30 A. M.2012-13 30/09/2013 Mega Thrill Hall, Shimpoli Road, Borivali (West), Mumbai – 400 092 9.30 A. M.

b. There was no special resolution passed during the last three Annual General Meetings.

c. During the year 2013-14, the Company has not passed any special resolution through Postal Ballot.

DISCLOSURES

a) Related Party Transactions

During the year, no transactions have been entered with any of the related parties, as stated in Accounting standard 18 issued by the Institute of Chartered Accountants of India.


14

b) Disclosure of Accounting Treatment

Inthepreparationoffinancialstatements,theCompanyhasfollowedtheAccountingStandardsissuedbytheInstituteofChartered Accountants of India to the extent applicable.

c) Disclosures of Risk Management Systems

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. The Board of Directors had in their meeting held on 27th August, 2014, constituted a Risk Management Committee, which is periodically reviewed by the Audit Committee and the Board of Directors.

d) Proceeds from public issue, rights issue, preferential issue, etc.

During the year, the Company has not raised any funds from public issue, rights issue, preferential issue etc.

e) Particulars of Directors to be appointed/re-appointed

Information pertaining to the particulars of Directors to be appointed and re-appointed at the forthcoming Annual General Meeting is being included in the Notice convening the 20th Annual General Meeting of the Company.

f) Management Discussion and Analysis Report

A Management Discussion and Analysis Report forms part of the Annual Report and includes discussions on various matters specifiedunderClause49(IV)(F)oftheListingAgreement.

g) Penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority

No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to Capital Markets during the last three years.

CEO/CFO Certification

TheCEO/CFOcertificateasperClause49ofthelistingAgreementwasplacedbeforethemeetingoftheAuditCommitteeandBoard of Directors.

MEANS OF COMMUNICATION

Thequarterlyun-auditedfinancialresultsdulyapprovedbytheBoardofDirectorsaresenttotheStockExchangeintermsoftherequirementsofclause41oftheListingAgreementimmediatelyaftertheBoardMeeting.Thesameisalsopublishedin‘English’and‘Marathi’newspapersintermsoftheListingAgreementwithinthestipulatedperiodandintheformatasprescribedbytheStockExchangeandtheCompanypostsitsfinancialresultsforallquarters,AnnualReports,Shareholdingpatternsonitswebsitei.e. www.vppil.com for online information of the shareholders. The Company has not made any presentation to any Institutional investor or any analysts during the year.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The Company processes the investors’ complaints received by it through a computerized submission of Action Taken Reports (ATRs) alongwith supporting documents electronically in SCORES. The investors can view online the current status of their complaints submitted through SEBI Complaints Redress System (SCORES).

GENERAL SHAREHOLDERS INFORMATION

i. Annual General Meeting to be held on.

Date - Tuesday, 30th September, 2014.

Venue - Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055.

Time - 10.00 a.m.

ii. Financial Calender (Tentative)

Result for quarter ending 30/06/2014 - Second week of August, 2014.

Result for half year ending 30/09/2014 - Second week of November, 2014.

Result for quarter ending 31/12/2014 - Second week of February, 2015.

Result for year ending 31/03/2015 - Fourth week of May 2015.

iii. Book closure date

Tuesday, 23rd September, 2014 to Tuesday, 30th September, 2014 (Both days inclusive).

iv. Dividend

TheCompanyhasnotdeclaredanydividendforthefinancialyear2013-14.


15

v. Listing of Equity Shares on Stock Exchange

TheequitySharesofthecompanyarelistedontheBSELtd.

ThecompanyhaspaidlistingfeestotheBSELimited&annualcustodialfeesofthedepositoriesforthefinancialyear2014-2015.

vi. Stock Code of equity shares

BSE Scrip Code - 530403

DematISINNumberforNSDL&CDSL–INE862K01014

vii. Stock Market Price for the year 2013-2014

The trading data for the period from April, 2013 to March, 2014 is as given below:-

(All Prices in Rs.)

Month Open Price

High Price

Low Price

Close Price

No. of Shares

No. of Trades

Total Turnover (Rs.)

April 13 12.15 12.15 12.15 12.15 50 1 607May 2013 - - - - - - -Jun 2013 11.55 11.55 11.55 11.55 690 1 7969Jul 2013 12.12 12.12 12.12 12.12 500 1 6060Aug 2013 - - - - - - -Sep 2013 - - - - - - -Oct 2013 12.20 12.20 12.20 12.20 150 1 1830Nov 2013 - - - - - - -Dec 2013 11.60 11.60 11.60 11.60 2900 2 33640Jan 2014 - - - - - - -Feb 2014 11.03 13.41 11.03 12.50 38250 32 479950Mar 2014 12.50 13.12 11.56 12.73 19200 26 234980

viii. Performance in comparison to broad base in indices such as BSE sensex, Crisil index etc.

ThesharesoftheCompanyarenotconsideredbytheStockExchangesintheirindexfluctuations.

ix. Registrar and Share Transfer agents:

For shares held in physical form :

Karvy Computer Share Private Limited. Plot no. 17 to 24, Vithalrao Nagar, Madhapur Hyderabad – 500 081 Telephone – 040 – 44655000 Fax No. – 040 – 23420814 Email id – [email protected] Website - www.karvycomputershare.com

For shares held in Demat form : Respective Depository Participants (DP)

x. Share Transfer System:

The applications and requests received by your Company for transfer of shares held in physical form are processed at regular intervalsandthesharecertificatesforthesamearesenttothetransfereewithinthestipulatedperiodundertheCompaniesAct,1956andtheListingAgreements.

xi. Distribution of shareholdings as on 31st March 2014

Sr no Category Cases % of Cases Amount % Amount1 upto 1 - 5000 1041 61.96 3188620.00 7.602 5001 - 10000 334 19.88 2869850.00 6.843 10001 - 20000 146 8.69 2272500.00 5.424 20001 - 30000 44 2.62 1114500.00 2.655 30001 - 40000 26 1.55 940500.00 2.246 40001 - 50000 20 1.19 955000.00 2.287 50001 - 100000 30 1.79 2307500.00 5.508 100001&ABOVE 39 2.32 28310530.00 67.47

Total: 1680 100.00 41959000.00 100.00


16

Shareholding pattern of the Company as on 31st March, 2014

Category No. of shares % to ShareholdingPromoters 1537700 36.65Bodies Corporate 819771 19.53Individuals 1830629 43.63Non Resident Indians 0 0.00Clearing Members 7800 0.19Total 4195900 100.00

xii. Dematerialisation of Shares and Liquidity:

TheCompanyhassignedagreementwithboththedepositoriesinthecountry,namelyNationalSecuritiesDepositoryLimited(NSDL)andCentralDepositoryServices(India)Limited(CDSL).Ason31st March, 2014, 69.58% of the share capital of the Company representing 29,19,350 equity shares were held in dematerialized form and the balance 30.42% representing 12,76,550 equity shares were held in physical form.

xiii. Outstanding GDRs/ADRs

The Company has not issued any GDRs/ADRs

xiv. Plant location

Presently, the company is not engaged in any kind of manufacturing activity. Hence, plant location is not available.

xv. Address for correspondence:

VALLABH POLY PLAST INTERNATIONAL LTD. Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055. Email ID – [email protected] Phone No. 3950 9900 Fax No. 3950 9934

xvi. Designated Exclusive email-id

The Company has designated an exclusive email id - [email protected] , which would enable the shareholders to post their grievance and monitor its redressal. Any shareholder having any grievance or query may send the same to the said email address for its quick redressal.

NON-MANDATORY REQUIREMENTS UNDER CLAUSE 49 OF THE LISTING AGREEMENT

The company has complied with all the mandatory requirements. As regards the Non- mandatory requirements they have been complied with to the extent possible. The Company has complied with the following non-mandatory requirements of Clause 49 of theListingAgreementasprovidedbelow:

(i) Shareholders Rights

Thequarterly,half-yearlyandannualfinancialresultsoftheCompanyarepublishedinthenewspapersandarealsopostedon the Company’s website. The complete Annual Report is sent to all the shareholders of the Company.

(ii) Audit Qualifications

TherearenoAuditQualificationsintheCompany’sfinancialstatementsfortheyearunderreference.

(iii) Training of Board Members

The company regularly provides updates to its Board members on relevant amendments in the statutory Acts / legislation, as applicable on the Company.

(iv) Whistle Blower Policy

The Board of Directors of the Company at their meeting held on 27th August, 2014 approved the Whistle Blower Policy for Directors and Employees.

DECLARATION

I,B.S.Sharma,DirectorofVallabhPolyPlastInternationalLimitedherebydeclarethatallthemembersoftheBoardofDirectorsandSeniorManagementPersonneloftheCompanyhaveaffirmedcompliancewiththecodeofconductforthefinancialyear2013-14,intermsofClause49oftheListingAgreementmadewiththeStockExchange.

For&onbehalfoftheBoardFor Vallabh Poly Plast International Ltd



17

CEO CERTIFICATIONI, B. S. Sharma, Director of the Company hereby certify that:

Wehavereviewedthefinancialstatementsandthecashflowstatementfortheyearended31st March, 2014 and we hereby certify to the best of our knowledge and belief.

1. These statements do not contain any materially untrue or omit any material fact or contain statements that might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March 2014 which are fraudulent, illegal or violate the Company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internalcontrolsystemsoftheCompanyandwehavedisclosedtotheauditorsandtheAuditCommitteethosedeficiencies,of which we are aware, in the design or operation of the internal control systems and that we have taken the required steps torectifythesedeficiencies.

We further certify that:

(a) Therehavebeennosignificantchangesininternalcontrolduringtheyear.(b) Therehavebeennosignificantchangesinaccountingpoliciesduringtheyear.(c) There have been no instances of fraud of which we have become aware and the involvement therein, of management or an

employeehavingasignificantroleintheCompany’scontrolsystem.For Vallabh Poly Plast International Ltd.

Place: Mumbai B. S. SharmaDate: 28th May, 2014 Director

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCETo,

The Members,

VALLABH POLY-PLAST INTERNATIONAL LTD.

Mumbai

WehaveexaminedthecomplianceofconditionsofCorporateGovernancebyVallabhPoly-PlastInternationalLtd.,fortheyearendedon31stMarch,2014,asstipulatedinClause49oftheListingAgreementofthesaidCompanywithStockExchange.The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financialstatementsoftheCompany.In our opinion and to the best of our information and according to the explanations given to us, and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate GovernanceasstipulatedinClause49oftheabovementionedListingAgreement.We state that no investors grievances are pending for a period of one month against the Company as per the records by the Shareholders/Investors Grievances Committee.

WefurtherstatethatsuchcomplianceisneitheranassuranceastothefutureviabilityoftheCompanynoroftheefficiencyoreffectiveness with which the management has conducted the affairs of the Company.

Thanking you,

Yoursfaithfully

For RAMESH CHATURVEDI & CO.Chartered Accountants

(Ramesh Chaturvedi)Proprietor.

Place : MumbaiDate : 27th August, 2014


18

FORM[SEERULE3]

Compliance Certificate

CINNo.:L25209MH1994PLC081821

Nominal Capital: Rs. 25, 00, 00,000/-

To,

The Members,

VALLABH POLY-PLAST INTERNATIONAL LIMITED‘A’wing,3rdFloor,RahejaPoint1,VakolaPipeLine,Santacruz(East),Mumbai-400055

I have examined the registers, records, books and papers of VALLABH POLY-PLAST INTERNATIONAL LIMITED, (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under and also the provisions containedintheMemorandumandArticlesofAssociationoftheCompanyforthefinancialyearendedon31st March, 2014. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to mebytheCompany,itsofficersandagents,Icertifythatinrespectoftheaforesaidfinancialyear:

1. The Company has kept and maintained all registers as stated in Annexure `A’tothisCertificate,aspertheprovisionsoftheCompanies Act, 1956 (herein after referred to as the Act) and the rules made there under and all entries therein have been duly recorded.

2. TheCompany has duly filed the forms and returns as stated inAnnexure `B’ to this Certificate, with theRegistrar ofCompanies,Maharashtra,within thetimeprescribedunder theActandtherulesmadethereunder for thefinancialyearunder review.

3. TheCompanybeingaPublicLimitedCompanyhastheminimumprescribedpaid-upcapitalandcommentsregardingnumberof its members and subscription of shares and acceptance of deposits from persons other than its members and directors are not required.

4. The Board of Directors duly met 4 times on 20.05.2013, 13.08.2013, 12.11.2013, and 12.02.2014 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained.

5. Pursuant to Section 154 of the Act the Company has closed its Register of Members from Tuesday, 24th September 2013 to Monday, 30th September, 2013 (both days inclusive) for the purpose of holding 19th Annual general Meeting, which was held on September, 30th 2013 for the purpose of declaration of dividend.

6. TheAnnualGeneralMeetingforthefinancialyearendedonMarch31,2013washeldon30th September, 2013 after giving due notice to the members of the Company and the resolutions passed thereafter were duly recorded in Minutes Book maintained for the purpose.

7. Noextraordinarygeneralmeetingwasheldduringthefinancialyear.

8. TheCompanyhasnotgivenanyLoanstoDirectorsoftheCompanyorFirmsorCompaniesinpursuanttotheprovisionsofSection 295 of the Act, during the year under review and hence there is nothing to report in this matter.

9. The Company has not entered into contracts falling within the purview of Section 297 of the Act.

10. As the Company has not entered into contract in which Director(s) of the Company is/are interested pursuant to Section 301 of the Act for the year under review, and hence no entries are made in this regard.

11. NoneoftheDirectorsoftheCompanyandtheirrelativesholdofficeorplaceofprofitpursuanttotheprovisionsofSection314 of the Companies Act, 1956.

12. TheCompanyhasnotissuedDuplicateShareCertificatesforthefinancialyearunderreview.

13. i. Therewasnoallotment/transmissionsofsecuritiesduring thefinancialyear.However theCompanyhas transferred36800EquitySharesRs.10eachandtheCompanyhasdeliveredallthecertificatesonlodgmentthereoffortransferofsecuritiesduringthefinancialyear.

ii. The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financialyearunderreview.

iii. The Company was not required to pay/post warrants for dividends to all its members within the period of 30 (Thirty) days asnodividendwasdeclaredduringthefinancialyearunderreviewandtheCompanywasnotrequiredtotransferanyUnclaimed/UnpaiddividendtoanyUnpaidDividendAccountoftheCompanyduringthefinancialyearunderreview.


19

iv. The Company was not required to transfer the amounts in unpaid dividend account, application money due for refund, matured deposits and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years toInvestorEducationandProtectionFundduringthefinancialyearunderreview.

v. TheCompanyhasdulycompliedwiththerequirementsofSection217oftheActforthefinancialyearunderreview.

14. The Board of Directors of the Company is duly constituted.

15. The Company has not appointed Managing Director/ Whole-time Director/ Manager as per the provisions of Section 269 read with Schedule XIII of the Act during the year under review.

16. TheCompanyhasnotappointedanysole-sellingagentsduringthefinancialyearunderreviewincomplianceoftheprovisionsof the Act.

17. TheCompanywasnotrequiredtoobtainanyapprovalsoftheCentralGovernment,CompanyLawBoard,RegionalDirector,Registrar of Companies, Maharashtra or such authorities as may be prescribed under various provisions of the Act during financialyearunderreview.

18. TheDirectorshavedisclosedtheirinterestinotherfirms/companiestotheBoardofDirectorspursuanttotheprovisionsoftheActandtherulesmadethereunderforthefinancialyearunderreview.

19. The Company has not issuedanysharesduringthefinancialyearunderreview.

20. TheCompanyhasnotboughtbackanysharesduringthefinancialyearunderreview.

21. TheCompanyhasnotredeemedanypreferenceshares/debenturesduringthefinancialyearunderreview.

22. There were no transactions requiring the company to keep in abeyance the rights to dividend, rights shares, and bonus sharespendingregistrationoftransferofsharesincompliancewiththeprovisionsoftheActduringthefinancialyearunderreview.

23. The Company has accepted unsecured loans from its Shareholder falling under the exempted categories covered under Clause 2(b) (ix) of Companies (Acceptance of Deposit Rules), 1975.

24. TheCompanyhasnotmadeanyborrowingsduringthefinancialyearunderreview.

25. The Company has not made any loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the provisions of the Act and consequently no entries has been made in the register kept for the purpose duringthefinancialyearunderreview.

26. The Company hasnotalteredtheprovisionsoftheMemorandumwithrespecttosituationofthecompany’sregisteredofficefrom one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year under scrutiny and complied with the provisions of the Act.

29. The Company has not altered the Memorandum with respect to share capital of the Company during the year under scrutiny.

30. TheCompanyhasnotaltereditsArticlesofAssociationduringthefinancialyearunderscrutiny.

31. There was no prosecution initiated against or show cause notices received by the Company for alleged offences under the ActandalsonofinesandpenaltiesoranyotherpunishmentwasimposedontheCompanyduringthefinancialyearunderreview.

32. TheCompanyhasnotreceivedanymoneyassecurityfromitsemployeesduringtheyearundercertificationtobedepositedasperprovisionsofSection417(1)oftheActduringthefinancialyearunderreview.

33. The company has not constituted its own Provident fund for its employee and therefore the provision of Section 418 of the Act, are not applicable to the Company.

For: MILIND NIRKHE & ASSOCIATESCOMPANYSECRETARIES

MILIND NIRKHEPlace: Mumbai (PROPRIETOR)Date : 27th August, 2014 (C.P. No.: 2312)


20

Annexure A

The Company has maintained the following Registers:

I. Register of Members and Shareholders u/s 150 of the Companies Act, 1956.

II. Register of Directors, Managing Directors, etc. u/s 303 of the Companies Act, 1956.

III. Register of Directors’ Shareholdings u/s 307 of the Companies Act, 1956.

IV. Returns u/s.163 of the Companies Act, 1956.

V. Register of Transfer of Shares

VI. Minutes Book of the Meetings of

• Board Meetings and Board Committee Meetings

• General Meetings

Annexure BThe Company has filed the following Forms/Returns with The Registrar of Companies, Maharashtra at Mumbai:

FormsandReturnsasfiledbytheCompanywiththeRegistrarofCompanies,Maharashtraduringtheyearendingon31st March, 2014.

Sr.No.

Form No./Return/

Particulars

Filed under

Section

For Year Ended Date of Filing and Receipt No.

Whether filed within prescribed

time

If Delay in filing whether requisite

additional fees paid

1. eForm 23AC, ACA 220 For year ended 31/03/2013 Date: 29/10/2013SRN. Q19352566

Yes No

2. eForm 66 383A Submission of compliance certificate

Date: 23/10/2013SRN. Q15975717

Yes No

3. eForm 20B 159 For the AGM held on 30/09/2013

Date: 21/11/2013SRN. Q24191447

Yes No

4. Form 5 97 The Company has increased its Authorized Share Capital from Rs.5,00,00,000/- to Rs.25,00,00,000/-

Date: 05/10/2013SRN. B86037835

No Yes

5. Form 23 31 The Company at its Extra-Ordinary General Meeting dated 23/02/2010 passed resolution for increase in the Authorised Share Capital from Rs 5 crore to Rs. 25 crore; Amendments to the Articles of Association so as to include a new clause relating to Dematerialisation of Securities, issuance of Equity Shares on Preferential Allotment Basis

Date: 25/09/2013SRN. B85312114

No Yes


21

INDEPENDENT AUDITOR’S REPORT

To the Members of M/s. Vallabh Poly-Plast International Limited

Audit Report of Vallabh Poly-Plast International Limited for the year ended 31st March, 2014WehaveauditedtheaccompanyingfinancialstatementsofVallabh Poly-Plast International Limited, (“the Company”) which comprisetheBalanceSheetasatMarch31,2014,andtheStatementofProfitandLossandCashFlowStatementfortheyearthenended,andasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation.Managementisresponsibleforthepreparationofthesefinancialstatementsthatgiveatrueandfairviewoffinancialposition,financialperformanceandcashflowsoftheCompanyinaccordancewiththeAccountingStandardsreferredtoinsub-section(3C)of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internalcontrolrelevanttothepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefreefrom material misstatement, whether due to fraud or error.

Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudit.Weconductedourauditinaccordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply withethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsare free from material misstatements.

Anauditinvolvesperformingprocedurestoobtainauditevidenceabouttheamountsanddisclosuresinthefinancialstatements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalcontrolrelevanttotheCompany’spreparationandfairpresentationofthefinancialstatementsinordertodesignauditproceduresthatare appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessoftheaccountingestimatesmadebymanagement,aswellasevaluatingtheoverallpresentationofthefinancialstatements.

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideareasonablebasisforouropinion.Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous,thefinancialstatementsgivetheinformation required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) inthecaseoftheStatementofProfitandLoss,ofthelossfortheyearendedonthatdate;(c) inthecaseoftheCashFlowStatement,ofthecashflowsfortheyearendedonthatdate.1) As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in

terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specifiedinparagraph4and5oftheOrder.

2) As required by section 227(3) of the Companies Act, 1956 we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of accounts as required by law, have been kept by the Company so far as it appears from our examination of such books;

c. theBalanceSheet,StatementofProfitandLoss,andCashFlowStatementdealtwithbythisReportareinagreementwith the books of account;

d. inouropinion,theBalanceSheet,StatementofProfit&Loss,andCashFlowStatementcomplywiththeAccountingStandards referred to in subsection (3C) of setion 211 of the Companies Act, 1956;

e. the advance to suppliers, debtors and custom deposits, as stated in note 5 are outstanding since very long and if not realized,theprofitwouldbereducedbyRs.12,89,942/-;

f. on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the BoardofDirectors,noneofthedirectorsisdisqualifiedason31st March 2014, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

g. sincetheCentralGovernmenthasnotissuedanynotificationastotherateatwhichthecessistobepaidundersection441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ForRAMESHCHATURVEDI&Co. Chartered Accountants Firm Regn. No.113621W

(Ramesh Chaturvedi) Place : Mumbai Proprietor Date : 28th May, 2014 M. No.044886


22

ANNEXURE TO THE AUDITOR’S REPORT

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of section 227(4-A) of the Companies Act, 1956 and referred to in our Report of even date:

1. Asthecompanydoesnotownanyfixedassets,clause(i)ofPara4isnotapplicable.

2. As the company does not have any inventory, clause (ii) of Para 4 is not applicable.

3. The company has not granted or taken any loan, secured or unsecured to/from any companies, firms or other partiesspecifiedintheregistermaintainedu/s301oftheCompaniesAct.However,thecompanyhastakenaloanofRs.24lacsfromone of its shareholders, terms and conditions of which are not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensuratewiththesizeofthecompanyandthenatureofitsbusinesswithregardtopurchaseofinventory,fixedassetsand also with regards to sale of goods/providing services.

5. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 andexceedingthevalueofrupeesfivelacsinrespectofanypartyduringtheyear..

6. The Company has not accepted any deposits within the meaning of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under, wherever applicable they have complied with it.

7. Thecompanyhasanefficientinternalauditsystemcommensuratewithitssizeandnatureofitsbusiness.

8. We are informed that the Central Government has not prescribed the maintenance of cost record u/s 209(1)(d) of the Companies Act, 1956 for any of its products.

9. a) According to the information and explanations given to us, there were no undisputed statutory demands payable at the year end in respect of Income-tax, PF, ESIC, service-tax and/or any other undisputed statutory dues outstanding for more than six months from the date they became payable.

b) According to the information and explanations given to us, and as per the books and records examined by us, there are no disputed statutory dues payable by the company.

10. As on 31st March, 2014, the company had a accumulated loss of Rs.3,97,84,455 (P.Y.3,94,24,770), Share Capital ofRs.4,19,59,000 and Capital Reserves of Rs.2,18,809. Hence, we state that :

a) theaccumulatedlossesattheendofthefinancialyeararemorethan50%ofitsnetworth;and

b) theCompanyhasmadecashlossduringthefinancialyearunderauditandhasearnedcashprofitintheimmediatelyprecedingfinancialyear.

11. As per the information and explanations given to us, during the year the company has not defaulted in repayment of any dues either to afinancialinstitutionorbankordebentureholders.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund or a nidhi or mutual benefitfund/society.Accordingly,theprovisionsofclause4(xiii)oftheorderarenotapplicabletothecompany.

14. According to information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the company.


23

15. On the basis of records examined by us and information provided by the management, we are of the opinion that the companyhasnotgivenguaranteesforloanstakenbyothersfrombanksorfinancialinstitutionsandtherefore,theprovisionsof clause (xv) are not applicable to the company.

16. According to the information and explanations given to us, the company has neither applied nor received any term loan during the year.

17. In our opinion and according to information and explanations given to us , and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and/or companies covered in the registermaintainedu/s301and/ortocompaniesunderthesamemanagementasdefinedu/s.370(1-B)oftheAct.

19. The company has not issued any debentures during the year. Therefore provisions of clause 4(xix) of the order are not applicable to the company.

20. The company has not raised any money from the public in recent years, hence the question of disclosure of end usage does not arise.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

ForRAMESHCHATURVEDI&Co. Chartered Accountants Firm Regn. No.113621W

(Ramesh Chaturvedi) Place : Mumbai Proprietor Date : 28th May, 2014 M. No.044886


24

BALANCE SHEET AS AT 31ST MARCH, 2014

(`) Notes As at 31.03.2014 As at 31.03.2013

EQUITY AND LIABILITIES

Shareholders' Funds Share Capital 1 4,19,59,000 4,19,59,000 Reserves and Surplus 2 (3,95,65,646) (3,92,05,961)

Total Shareholders' Funds 23,93,354 27,53,039

Non Current Liabilities LongTermBorrowings 3 24,00,000 -

Total Non-Current Liabilities 24,00,000 -

Current Liabilities OtherCurrentLiabilities 4 2,46,191 1,98,972

Total Current Liabilities 2,46,191 1,98,972 TOTAL 50,39,545 29,52,011

ASSETS

Non-Current Assets Other Non-Current Assets 5 36,27,644 16,89,612

Total Non-Current Assets 36,27,644 16,89,612

Current Assets Cash and Bank Balances 6 11,41,901 9,13,680 OtherShortTermLoansandAdvances 7 2,70,000 3,48,719

Total Current Assets 14,11,901 12,62,399 TOTAL 50,39,545 29,52,011

Notes forming part of the Financial Statements 1-18

As per our report of even date attached

For RAMESH CHATURVEDI & CO. For VALLABH POLY PLAST INTERNATIONAL LIMITEDChartered AccountantsFirm Regn. No.113621W

(Ramesh Chaturvedi) (Placid Naronha) (B. S. Sharma) Proprietor Director DirectorM.No.044886

Place: MumbaiDate: 28th May, 2014


25

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014

(`)

Notes Year Ended 31.03.2014 Year Ended 31.03.2013

INCOME

Other Income 8 5,76,186 5,16,466

TOTAL REVENUE 5,76,186 5,16,466

EXPENDITURE

Interest&FinanceCharges 9 - 116

Administrative&OtherExpenses 10 9,42,455 4,89,728

TOTAL EXPENDITURE 9,42,455 4,89,844

PROFIT/(LOSS) BEFORE TAX (3,66,269) 26,622

Less:TaxExpense

- Current Tax - 5,073

PROFIT/(LOSS) FOR THE YEAR (3,66,269) 21,549

Earnings per Equity share 11

Basic (`) (0.09) 0.01

Diluted (`) (0.09) 0.01

Notes forming part of the Financial Statements 1-18

As per our report of even date attached





26

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2014 (`)

PARTICULARS for the year ended 31.3.2014 for the year ended 31.3.2013

A. Cash Flow from Operating ActivitiesNetProfit/(Loss)BeforeTax (3,66,269) 26,622 Adjustment forFinance Charges - 116 Excess Provision w/back 6,585 -

(3,59,684) 26,738 Adjustment forCurrent Assets (18,59,314) (3,82,393)CurrentLiabilities 47,219 (1,16,361)Cash from Operations (21,71,779) (4,72,016)Finance Charges - (116)Direct taxes - (5,073)Cash flow before extraordinary items (21,71,779) (4,77,205)Extraordinary items - - Netcashflowfromoperatingactivities (21,71,779) (4,77,205)

B. Cash Flow from Investing ActivitiesSale of Fixed Assets - -

(21,71,779) (4,77,205)C. Cash Flow from Financing Activities

Proceeds from issue of Equity Shares - - Proceeds from short term borrowings 24,00,000 - Net Cash Flow from Financing Activities 2,28,221 (4,77,205)

Cash&CashEquivalentsason31.03.2013 9,13,680 13,90,885

Cash&CashEquivalentsason31.03.2014 11,41,901 9,13,680 2,28,221 (4,77,205)





27

Significant Accounting Policies andNotes forming part of the financial statement for the year ended 31st March, 2014A CORPORATE INFORMATION

VallabhPolyPlastInternationalLimited(‘VPPIL’),‘theCompany’wasoriginallyincorporatedonApril1,1989asaPartnershipFirm,bearingthenameVallabhPoly-Plast.ThesaidfirmwasreconstitutedthriceonJanuary27,1993,April2,1993andJuly14,1993.Thereafter,onOctober7,1994,itwasconvertedintoaPrivateLimitedCompany.OnDecember1,1994,theCompanywasconvertedtoaPublicLimitedCompany.TheCompanywasengagedinmanufacturingofPlasticPlain/PrintedBags, Rolls, Garbage and Zhabala Bags etc till 2008, thereafter it is now carrying on the activities of commission, brokerage and packaging services.

B SIGNIFICANT ACCOUNTING POLICIES:

2.1 Basis of preparation of financial statements :

a) Thefinancialstatementshavebeenpreparedunderthehistoricalcostconventiononaccrualbasis,inaccordancewith the generally accepted accounting principles and the provisions of the Companies Act, 1956. Accounting Standards (AS) referred to in the notes are as issued by the Institute of Chartered Accountants of India.

b) Accounting policies not specifically referred to otherwise are consistent with the generally accepted accountingprinciples followed by the Company.

c) Thepreparationoffinancialstatementsrequiresmanagementtomakeestimatesandassumptionsthateffectthereportedamountsofassetsandliabilitiesonthedateoffinancialstatementsandthereportedamountofrevenuesand expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

2.2 Revenue Recognition :

Income from the operations are accounted for on accrual basis, comprising of commission, brokerage and other services.

2.3 Retirement & other employee benefits :

Shorttermemployeebenefitsareaccountedintheperiodduringwhichtheserviceshavebeenrendered.

2.4 Expenses :

Allexpenditure itemshavingamaterialbearingon thefinancial statementsare recognisedonaccrualbasisunlessotherwise stated.

2.5 Tax Expense :

Tax expense comprises both current and deferred taxes. Current Tax is provided on the taxable income using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing difference and which are capable of reversal in subsequent periods are recognised using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficientfuturetaxableincomewillbeavailableagainstwhichsuchdeferredtaxassetscanberealised.Ifthecompanyhas carry forward unabsorbed depreciation and tax losses, deferred Tax assets are recognised only to the extent there isavirtualcertaintysupportedbyconvincingevidencethatsufficienttaxableincomewillbeavailableagainstwhichsuchdeferred tax assets can be realised.

2.6 Earnings per share :

The earnings per share has been computed as per Note “11” in accordance with Accounting Standard (AS-20) on, “EarningsPerShare”andisalsoshownintheStatementofProfitandLoss.

2.7 Provisions and Contingent Liabilities :

The Company recognises a provision when there is a present obligation as a result of a past event that probably requiresanoutflowofresourcesandareliableestimatecanbemadeoftheamountoftheobligation.Adisclosurefora contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, requireanoutflowofresources.Wherethereisapossibleobligationorapresentobligationthatthelikelihoodofoutflowof resources is remote, no provision or disclosure is made.


28

C Notes forming part of the financial statement for the year ended 31st March, 2014.

31.03.2014 31.03.20131 SHARE CAPITAL

Authorised

2,50,00,000 (2,50,00,000) Equity Shares of ` 10/- each 25,00,00,000 25,00,00,000

25,00,00,000 25,00,00,000Issued, Subscribed and Paid up

41,95,900 (41,95,900) equity shares of ` 10/- each 4,19,59,000 4,19,59,000fully paid up

TOTAL 4,19,59,000 4,19,59,000

1.1 The Company has, at present, one class of issued, subscribed and paid up shares referred to as equity shares having a par value of ` 10/- each. Each holder of equity share is entitled to one vote per share.

1.2 The reconciliation of the number of shares outstanding and the amount of share capital as at the beginning and at the end of the reporting period:

Particulars As at 31st March, 2014 As at 31st March, 2013 No.of shares Amount No.of shares Amount

Equity shares at the beginning 41,95,900 4,19,59,000 41,95,900 4,19,59,000 Add: Shares issued during the year - - - - Equity shares at the end 41,95,900 4,19,59,000 41,95,900 4,19,59,000

1.3 DetailsofshareholdersholdingmorethanfivepercentequitysharesintheCompanyareasunder:

Particulars As at 31st March, 2014 As at 31st March, 2013 No.of shares % holding No.of shares % holding

Kapil Wadhawan 6,14,400 14.64 6,14,400 14.64 Dheeraj Wadhawan 6,16,100 14.68 6,16,100 14.68 Aruna Wadhawan 3,07,200 7.32 3,07,200 7.32

31.03.2014 31.03.2013 2 RESERVES & SURPLUS

Capital ReserveBalance as per last Balance Sheet 2,18,809 2,18,809

Surplus in Statement of Profit and Loss:As per last Balance Sheet (3,94,24,770) (3,94,46,320)Add:Profitavailableforappropriations (3,66,270) 21,549 Add : Excess Provision of Income Tax W/back 6,585 Less:Appropriations:

- - Surplus closing balance (3,97,84,455) (3,94,24,770)

TOTAL (3,95,65,646) (3,92,05,961)

3 LONG TERM BORROWINGS

31.03.2014 31.03.2013

Loan from Shareholder 24,00,000 - 24,00,000 -


29

31.03.2014 31.03.2013 4 OTHER CURRENT LIABILITIES

Other payablesSundry Creditors 2,26,405 1,74,701 Tax deducted at source payable 19,786 24,271

TOTAL 2,46,191 1,98,972

Non Current Portion 31.03.2014 31.03.2013

5 Other Non-Current AssetsLoans&AdvancesMinimum Alternative Tax 9,883 9,883 Advance given to Suppliers 12,89,942 12,89,942 Advance Income Tax (Net of Provision for Tax) 1,61,076 1,70,130 Deposits 2,19,657 2,19,657 Accrued Interest 28,634 - Preliminary Expenses 19,18,452 - TOTAL 36,27,644 16,89,612

5.1 Theadvancetosuppliers,debtorsandcustomdeposits,areoutstandingsinceverylongandsubjecttoconfirmation.

5.2 During the year companyhaspaidRs.23,98,065/- onaccount ofROCfiling fees including stampdutyand intereston delayed payment for authorised share capital increased in earlier year. The same has been shown as preliminary expensesandRs.4,79,613/-being1/5thofthesaidamounthasbeenwrittenoffinProfit&LossAccount.

31.03.2014 31.03.2013

6 Cash and Cash EquivalentsBalances with Banks in Current Accounts 6,29,474 9,10,104 Cash on hand 12,427 3,576

TOTAL 6,41,901 9,13,680 Other Bank BalanceOther Deposit account having balance maturity of less than 12 months 5,00,000 -

TOTAL 11,41,901 9,13,680

7 SHORT TERM LOANS & ADVANCES Unsecured, considered goodIncome Receivable 2,70,000 3,48,719 TOTAL 2,70,000 3,48,719

8 OTHER INCOMECommission Income 5,40,000 5,14,466 Dividend Income - 2,000 Interest Income 36,186 -

TOTAL 5,76,186 5,16,466

9 INTEREST & FINANCE CHARGESFinance Charges - 116 TOTAL - 116


30

31.03.2014 31.03.2013 10 ADMINISTRATIVE & OTHER EXPENSES

ListingFees 16,854 16,854 Filing Fees 7,500 1,000 Depository Charges 13,482 13,430 Registrar Charges 78,513 68,851 Conveyance Expenses - 1,000 Publication expenses 70,675 71,570 Printing&Stationery 5,723 21,833 Professional Charges 68,371 1,02,461 Postage,Telephone&Telegram 20,549 12,068 Auditor's Remuneration 1,68,540 1,68,540 Miscellaneous expenses 12,635 12,121 Preliminary Expenses written off 4,79,613 - TOTAL 9,42,455 4,89,728

10.1 During the year 1/5th of preliminary expenses has been written off.

11 EARNING PER SHARENetProfitAttributabletoEquityShareholders Profitbeforetax (3,66,269) 26,622 Tax on above - 5,073 NetProfitattributabletoequityshareholders (3,66,269) 21,549 No. of Equity shares (Number) 41,95,900 41,95,900 Weighted Average No. of Equity Shares - - Nominal value of Equity Shares (`) 10 10 Earning Per Share (`) :Basic (0.09) 0.01 Diluted (0.09) 0.01

12 There is no employee in the Company during the year, therefore compliance to requirement of Accounting Standard (AS-15 Revised) pertaining to making provision for future gratuity liability and leave encashment is not applicable.

13 Thereisnoamountdueandpayableto‘Suppliers’registeredundertheMicro,SmallandMediumEnterprisesDevelopmentAct,2006attheendoftheyear.Nointeresthasbeenpaid/ispayablebytheCompanyduring/fortheyeartothese‘Suppliers’.

14 In the opinion of the Board, the assets of the company have a value on realization in the ordinary course of business atleast equal to the amount at which they are stated.

15 TheCompanyhasfileditsreturnofincomeuptoA.Y.2013-14anditsIncometaxassessmenthasbeencompleteduptoassessmentyear2011-12asperthereturnofincomefiledbytheCompany.

16 ThemainbusinessoftheCompanyisplasticlayflattubing/bagsandaccordinglytherearenoseparatereportablesegmentandassuchtherearenoseparatereportablesegmentsasspecifiedinAccountingStandard(AS17)on“SegmentReporting”.

17 Auditors Remuneration 31.03.2014 31.03.2013Audit Fees 1,68,540 1,68,540 TOTAL 1,68,540 1,68,540

18 Figuresforthepreviousyearhavebeenregrouped,rearrangedandreclassifiedwherevernecessary.Accordingly,amountsandotherdisclosureforthepreviousyearareincludedasanintegralpartofthecurrentyear’sfinancialstatementandaretobe read in relation to the amounts and other disclosures relating to the current year.




Form No. MGT - 11

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN L25209MH1994PLC081821Name of Company VallabhPolyPlastInternationalLimitedRegisteredOffice Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055.

Telephone no. – 022 – 3950 9900 Fax No. – 022 – 3950 9934Website : www.vppil.com, Email Id – [email protected]

Name of the Member/s

Registered Address

E-mail Id

Folio No./ Client Id

DP Id.

I / We, being the member/s of _______________ No. of Equity Shares of the above named Company, hereby appoint :

1 Name

Address

E-mail Id

Signature

Or failing him

2 Name

Address

E-mail Id

Signature

Or failing him

3 Name

Address

E-mail Id

Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual General Meeting of the Company, to be held on the Tuesday, 30th September, 2014 at 10.00 a.m. at Raheja Point -1, 3rd Floor, Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai – 400 055 and at any adjournment thereof, in respect of such resolutions as are indicated below:

Resolution No.

Resolution

1 To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2014, including Audited Balance Sheet as at 31stMarch,2014,theStatementoftheProfit&LossAccountfortheyearended on that date and Reports of the Board of Directors and Auditors thereon.

2 To appoint a director in place of Mr. B.S. Sharma [DIN 00230202] who retires by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

3 Tore-appointM/s.RameshChaturvedi&Co.CharteredAccountants,(FRNNo.113621W),asStatutoryAuditors of the Company.

4 To appoint Mr. Ilidio Manuel Pereira [DIN 03036383] as an Independent Director of the Company.

5 To appoint Mr. Placid Naronha [DIN 03031999] as an Independent Director of the Company.

6 To appoint Mr. B. S. Sharma [DIN 00230202] as a Whole Time Director of the Company.

Signed this _________________ day of __________________ of 2014.

Signature of the Shareholder : ________________________________

Signature of the Proxy holder/s : ______________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenue

Stamp

VALLABH POLY PLAST INTERNATIONAL LIMITEDCorporateIdentificationNumber(CIN)-L25209MH1994PLC081821

RegisteredOffice:RahejaPoint-1,3rdFloor,JawaharlalNehruRoad,Vakola,Santacruz(East),Mumbai–400055.Telephone no. – 022 – 3950 9900 Fax No. – 022 – 3950 9934

Website : www.vppil.com , Email Id – [email protected]

ATTENDANCE SLIP

PLEASEFILLATTENDANCESLIPANDHANDITOVERATTHEENTRANCEOFTHEMEETINGHALL.

Registered Folio No. / DP ID No. / Client ID No.

Name&Address

Name(s) of the Joint Holder(s) if any

No. of Shares held

Dear Shareholder(s)

I/We hereby record my/our presence at the 20th Annual General Meeting of the Members of Vallabh Poly Plast International LimitedheldonTuesday,30thSeptember,2014at10.00amatRahejaPoint -1,3rdFloor,JawaharlalNehruRoad,Vakola,Santacruz (East), Mumbai – 400 055.

Signature of Member / Proxy

Electronic Voting Particulars

EVEN (E-Voting Event Number) USER ID PASSWORD / PIN

Note : - Please read this instructions printed at Note No. 21 of the notice of 20th Annual General Meeting dated 27th August, 2014, before casting your vote through electronic mode.

vallabh poly plast international limited · floor, jawaharlal nehru road, vakola, santacruz (east),...

Documents