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Vallabha Poly-Plast International Ltd.

BSE: 530403 Sector: Industrials
NSE: N.A. ISIN Code: INE862K01014
BSE 00:00 | 13 Dec Vallabha Poly-Plast International Ltd
NSE 05:30 | 01 Jan Vallabha Poly-Plast International Ltd
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OPEN 3.11
CLOSE 3.11
VOLUME 10418
52-Week high 3.11
52-Week low 2.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vallabha Poly-Plast International Ltd. (VALLABHPOLYPL) - Director Report

Company director report

To

The Members of

VALLABH POLY-PLAST INTERNATIONAL LIMITED

Your Directors are pleased to present the Twenty Fifth (25th)Annual Report of the Company together with the audited financial statements for thefinancial year ended 31 st March 2019.

FINANCIAL SUMMARY

Particulars 31st March 2019 31st March 2018
Total Income - 0.03
Expenditure 22.00 14.88
Profit before Depreciation Finance Charges and (22.00) (14.85)
Less : Depreciation - -
Net Profit / (Loss) before Tax (22.00) (14.85)
Taxes paid and provided - -
Net Profit / (Loss) after Tax (22.00) (14.85)
Balance brought forward from previous Year (437.19) (422.40)
Transferred to Reserves - -
Balance carried to Balance Sheet (459.19) (437.20)

IND AS IMPLEMENTATION

During the financial year under review your Company has adopted IndianAccounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013("the Act") read with the Companies (Indian Accounting Standards) Rules 2015.The financial statements for the year ended March 31 2019 have been prepared under IndAS. The financial statements for the year ended

March 31 2018 have been restated in accordance with Ind AS forcomparative purposes.

BUSINESS PERFORMANCE

During the year under review the Company earned an income of nil ascompared to Rs. 0.03 Lakh in the previous year and the net loss incurred by the Companyhas been increased to Rs. 22.00 Lakh as compared to Rs. 14.85 Lakh in the previousfinancial year. The income earned is not from the main line of business and the detailspertaining to the same have been included in the notes forming part of financialstatements for the financial year ended st March 2019.

Your Company continues to explore new avenues / areas of business inorder to rebuild the revenue stream for the Company and to create value for itsshareholders.

DIVIDEND

In the absence of profits for the year under review your Directors donot recommend any dividend for financial year 2018-19

TRANSFER TO RESERVES

In the absence of profits no amount is transferred to reserves.

SHARE CAPITAL

(a) Authorised Share Capital

The Authorised Share Capital of the Company as on 31stMarch 2019 stands at Rs. 250000000 divided into 25000000 equity shares of Rs. 10/-each. During the year under review there has been no change in the Authorised ShareCapital of the Company.

(b) Paid–up Share Capital

The paid up equity share capital of the Company as on 31stMarch 2019 stood at Rs. 41959000 /- divided into 4195900 equity shares of Rs. 10/-each. During the year under review the Company has not increased its Paid up ShareCapital.

DEPOSITS

During the year under review the Company has not accepted any depositfrom public within the meaning of Section 73 of the Companies Act 2013 and rules madethere under.

SUBSIDIARY/ ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary / Associate / Joint Ventureand hence the Company is not required to consolidate its financial statements and attach aseparate statement containing the salient features of the financial statements of itssubsidiary in terms of Section 129 (3) of the Companies Act 2013 and rules madethereunder.

BOARD MEETINGS

During the year under review Six (6) Board Meetings were convened andheld. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. [hereinafter ‘SEBI ListingRegulations'] The details of the Board meetings held during the year under reviewalong with the attendance of the respective Directors thereat are set out in the Report onCorporate Governance forming part of this Annual Report.

BOARD COMMITTEES

The Company has a duly constituted Audit Committee as per theprovisions of Section 177 of Companies Act 2013 and provisions of SEBI ListingRegulations.

The Board of Directors have constituted three other committees namely– Nomination and Remuneration Committee Stakeholders'

Relationship Committee and Risk Management Committee which enable theBoard to deal with specific areas / activities that need a closer review and to have anappropriate structure to assist in the discharge of their responsibilities.

The details of the composition of the said Committees have beenincluded in the Report on Corporate Governance forming part of this Annual Report. All therecommendations made by the Members of the Audit Committee to the Board of Directorsduring the year under review were duly accepted by the Board.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and iscommitted to managing the risks in a proactive manner. The Board has also constituted aRisk Management Committee to oversee the risk management processes.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Mr.

Bhagwat Swarup Sharma [DIN: 00230202) Director of your Company beingthe longest in office among Directors who is liable to retire by rotation retires byrotation and being eligible; offers herself for re-appointment at the ensuing AnnualGeneral Meeting.

Based on the confirmations received no director of the Company isdisqualified for being re-appointed as director in terms of

Section 164 the Companies Act 2013.

None of the Directors of the Company are related to each other. Briefresume of the Director proposed to be re-appointed nature of her expertise in specificfunctional areas and names of other companies in which she holds Directorships along withher

Membership/ Chairmanship of Committees of the Board as stipulated underSEBI Listing Regulations and Secretarial Standard (SS 2) on General Meetings is providedin the annexure to the Notice of the 25th Annual General Meeting being sent tothe members along with this Annual Report.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andthe provisions of Regulation 16(1)(b) of SEBI Listing Regulations.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTESINDEPENDENCE OF A DIRECTOR AND

REMUNERATION TO THE DIRECTORS.

The Nomination and Remuneration Committee has formulated the criteriafor determining qualifications positive attributes and independence of Directors in termsof provisions of Section 178 (3) of the Companies Act 2013 and Regulation 19 read withPart D of Schedule II of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in place thatencourages diversity of thought experience knowledge perspective and gender. It alsoensures that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under theCompanies Act 2013 the Directors on the Board of the Company are also expected todemonstrate high standards of ethical behavior strong interpersonal skills actobjectively and constructively.

Independence: A Director shall be considered as an ‘IndependentDirector' if he/ she meets the criteria of independence as laid down under theCompanies Act 2013 and rules made thereunder as well as Regulation 16(1)(b) of SEBIListing Regulations. An Independent Director shall be under an obligation to disclose anychange in the circumstances which may affect his/her independence to the Board ofDirectors.

Remuneration: During the year under review in view of the lossesincurred by the Company no remuneration sitting fees Commission or Stock Options waspaid/ given to any Director of the Company.

ANNUAL EVALUATION PROCESS AND CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI ListingRegulations an annual performance evaluation of the Board Committees of the Boardincluding Audit Committee Nomination & Remuneration Committee Stakeholders'Relationship

Committee and Risk Management Committee as well as the IndividualDirectors for the financial year ended 31 st March 2019 was carried out duringthe year.

Pursuant to the provisions of Schedule IV of Companies Act 2013 andSEBI Listing Regulations a separate meeting of the Independent Directors without theattendance of the Non- Independent Directors and the Member of the Management was alsoheld on 28th March 2019 to inter-alia review the performance of the Wholetime Director Non-Executive Director and the Board as a whole. The quality quantity andtimelines of flow of information between the Company Management and the Board was alsoassessed in the said meeting.

The Board of Directors at their meeting held on 29th May2019 along with the report/feedback on the evaluation as carried out by the Nomination andRemuneration Committee and the Independent Directors carried out the formal annualevaluation of their own performance its Committees and the individual directors.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

M/s. T.R. Chadha & Co. LLP Chartered Accountants (FRN 06711N /N500028) were appointed as the Statutory Auditors by the members of the Company at 23rdAnnual General Meeting held on 29th September 2017 for a term of five yearsto hold office from the conclusion of the 23rd Annual General Meeting until theconclusion of 28th Annual General Meeting of the Company in accordance withthe provisions of the Companies Act 2013.

The notes to the accounts referred in the financial statements areself-explanatory and do not call for any further comments. The Statutory Auditors Reporton the financial statements for the financial year 2018-19 does not contain anyqualification reservation or adverse remark.

SECRETARIAL AUDITORS

The Board of Directors of the Company at their meeting held on 14thFebruary 2019 had appointed Mr. Anshuman Chaturvedi Proprietor of M/s. A. Chaturvedi& Associates Company Secretaries Mumbai (ACS No.-43219 CP No.-15990) as theSecretarial

Auditor of the Company to undertake the Secretarial Audit of theCompany for the financial year 2018-19 as per the provisions of

Section 204 of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report for the financial year ended 31stMarch 2019 is annexed as Annexure I to this report and it does not contain anyqualification reservation adverse remark or disclaimer.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 ANDCONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF COMPANIES ACT 2013

Your Company has not given any Loans or Guarantees nor made anyInvestments or entered into any contract or arrangements with any related party hence nodisclosure in respect of the same is made pursuant to sections 186 and 188 of theCompanies Act 2013.

DISCLOSURES UNDER SECTION 197 OF COMPANIES ACT 2013 AND RULES MADETHEREUNDER.

Since the Company has not paid any Sitting fees or Remuneration to anydirectors and had no employee during the financial year

2018-19 the disclosures under section 197(12) of Companies Act 2013and rules made thereunder have not been provided.

DISCLOSURE UNDER SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014 Conservation of Energy andTechnology Absorption:

Your Company is not engaged in any manufacturing activity and hence theEnergy Conservation and Technology Absorption particulars in the Companies (Accounts)Rules 2014 hence there is nothing to report under the same.

Foreign Exchange Earnings and Outgo:

During the year under review there were no foreign exchange earningsand outgo.

PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has in place a Policy onPrevention Prohibition & Redressal of Sexual Harassment of Women at Workplace and hasa robust mechanism to redress the complaints reported thereunder. An Internal Committeehas been constituted which comprises of internal members and an external member who hasexperience in the subject field.

Your Directors state that during the year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("POSH") and the Company has complied withthe provisions of POSH.

OTHER DISCLOSURES

Material changes and commitments affecting the financial position ofthe Company.

There has been no material changes or commitments which has occurredbetween the end of the financial year of the Company to which the financial statementsrelates i.e. 31 st March 2019 and the date of this report i.e. 12thAugust 2019.

Regulators or Courts or Tribunals impacting the going concern statusand Significant

Company's operations in future

There were no significant and material orders passed by the regulatorsor courts or tribunals which would concern status of the company and its futureoperations.

Cost Audit

Since your Company is not engaged in manufacturing activity hencemaintenance of cost of records and cost audit as specified by the Central Government undersection 148 of the Companies Act 2013 is not applicable to the Company.

Internal Control Systems and their Adequacy

The Company's internal control systems are commensurate with thenature of its business. The Company has put in place sound internal control system whichensures that all transactions (including financial transactions) are recorded and reportedcorrectly.

Vigil Mechanism for Directors and Employees

Your Company pursuant to the provisions of Section 177 (9) & (10)of the Companies Act 2013 read with Rule 7 of companies (Meetings of Board and itsPowers) Rules 2014 and Regulation 22 of the SEBI Listing Regulations has in place aWhistle Blower Policy which provides for a vigil mechanism to the Directors and employeesto report their concerns about unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct or ethics policy.

The policy also provides for adequate safeguard against victimizationof Director / Employees who avail this mechanism. It also provides for direct access tothe Chairperson of the Audit Committee in exceptional cases.

Related Party Transactions

During the year under review the Company did not enter into anycontracts or arrangements with its related parties in terms of Section 188 of CompaniesAct 2013 and rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act2013 the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts the applicableAccounting Standards have been followed and that no material departures have been madefrom the same; (ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit/loss of the Company for that period; (iii) they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) theyhave prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed bythe Company and that such adequate and are operating effectively; and (vi) they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to SEBI Listing Regulations and the Companies Act 2013 aseparate sections titled ‘Report on Corporate Governance' and ‘ManagementDiscussion and Analysis Report' in terms of Schedule V of the SEBI ListingRegulations forms part of this Annual Report.

The Report on Corporate Governance also includes certain disclosuresthat are required as per Companies Act 2013. compliance with the conditions of CorporateGovernance as stipulated in Thecertificate

Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed as year 2018-19 Annexure II doesnot contain any qualification reservation or adverse tothisreport.Thesaidcertificateremark.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92 (3) of the Companies Act2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules 2014the extract of the Annual Return as at 31st March 2019 in the prescribed formMGT-9 forms part of this report and is annexed as Annexure III.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for thevaluable support and co-operation received from all the stakeholders the BSE LimitedBankers and Members of the Company.

For and on behalf of the Board of Directors

B. S. Sharma
Whole-Time Director
DIN: 00230202
Date: 12th August 2019
Place: Mumbai

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