To, The Members of VAPI PAPER MILLS LIMITED,
 
 The Directors have pleasure in presenting the 38th Annual Report of
 the Company together with Audited statement of Accounts for the year
 ended 31st March, 2012.
 
 1.  FINANCIAL RESULTS :
 
                                       (Rupees in Lacs)
 
                                   2011-12     2010-11
 
 Net Sales and Other Income          85.05      120.26
 
 Gross Profit/(Loss)                 39.12       15.20
 
 Less: Depreciation                   9.90        4.73
 
 Profit/(Loss) before Tax            29.22       10.47
 
 Less: Provision for Income Tax       8.84           -
 
                      Deferred Tax       -           -
 
 Net Profit/(Loss) After Tax         20.38       10.47
 
 Less: Extra Ordinary Items              -      430.38
 
 Net Profit/(Loss) After Tax
 & Extra Ordinary Items              20.38     (419.91)
 
 Add : Balance of Profit/(Loss) 
 brought forward                  (1242.91)    (823.00)
 
 Surplus available for
 Appropriations:                  (1222.53)   (1242.91)
 
 a) Proposed Dividend                    -           -
 
 b) Tax on Dividend                      -           -
 
 Surplus/(Deficit) carried 
 to Balance Sheet                 (1213.53)   (1242.91)
 
 2.  DIVIDEND:
 
 The Directors do not recommend any Dividend on Equity Shares for the
 year ended 31st March, 2012.
 
 3.  OPERATIONS:
 
 The Company has earned Net Revenue of Rs. 85.05 Lacs from Job work.
 Lease Income and other miscellaneous income during the year. The
 company has incurred Net Profit of Rs. 29.38 Lacs during the year.
 
 4.  FIXED DEPOSITS:
 
 At the end of the financial year, there was no overdue Deposits.
 
 5.  DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956, Smt.
 Laxmiben J. Patel retires by rotation at the ensuring Annual General
 Meeting and being eligible, offer himself for re-appointment.
 
 6.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Sub Section (2AA) of Section 217 of the Companies Act,
 1956, the Board of Directors of the Company hereby state and confirm
 that:
 
 i.  In the preparation of the Annual Accounts, the applicable
 accounting standards had been followed along with proper explanation 
 relating to material departures;
 
 ii. The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for that year;
 
 iii. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv.  The Directors have prepared the annual accounts on a going concern
 basis.
 
 7.  INSURANCE:
 
 The Insurable interest in all the properties of the company including
 Building have been adequately insured.
 
 8.  DISCLOSURE OF PARTICULARS:
 
 Information required under the Companies (Disclosure of Particulars in
 Report of Board of Directors) Rules, 1988. relating to conservation of
 energy, technology absorption and foreign exchange earnings and outgo
 is not required to be attached as the company did not carry out any
 manufacturing activities during the year.
 
 9.  PARTICULARS OF EMPLOYEES:
 
 Information pursuant to Section 217 (2A) of the Companies Act, 1956
 read with Companies (particulars of Employees) Rules, 1975 as amended
 is not attached as the company did not have any such employee employed
 during the year under review.
 
 10. CORPORATE GOVERNANCE:
 
 The provisions of clause 49 of Listing Agreement with Mumbai Stock
 Exchange relating to Corporate Governance are not yet applicable to
 your company as paid-up capital of the company is below prescribed
 limit.
 
 11.  AUDITORS:
 
 M/S Manubhai & Company, Chartered Accountants retire at the forthcoming
 Annual General Meeting. The Directors place a vote of thanks for their
 long standing service to the Company over the years. You are requested
 to appoint new Auditors to hold office until the next Annual General
 Meeting and fix their remuneration at the Annual General Meeting.
 
 12.  PERSONNEL:
 
 The Industrial Relations remained cordial at all levels during the year
 under review.
 
 13.  ACKNOWLEDGEMENT:
 
 Your Directors sincerely record their appreciation with gratitude for
 the continued support and assistance extended to the Company by the
 Bank and various Government Departments and Agencies.
 
 
 
 
                                            By order of the Board
 
 
                                                   Manoj R. Patel 
                                                Managing Director
 
 Place: Mumbai 
 Dated: 1st August, 2012