The Directors take pleasure in presenting the Twenty First Annual
Report on the business and operations of the Company along with the
audited financial statements for the financial year ended March
(Rs. in Lakhs)
Particulars 31st March, 31st March,
Total Income 9.56 5.76
Expenditure 11.36 9.42
Profit before Depreciation,
Finance Charges and Tax (1.80) (3.66)
Less : Depreciation - -
Net Profit / Loss before Tax (1.80) (3.66)
Taxes paid and provided - -
Net Profit / Loss after Tax (1.80) (3.66)
Balance brought forward from (397.84) (394.2477)
Transferred to Reserves - -
Balance carried to Balance Sheet (399.65) (397.84)
PERFORMANCE OF THE COMPANY:
During the year under review, the Company earned an income of Rs.9.56
Lakh as compared to Rs. 5.76 Lakh in the previous year and the net loss
incurred by the Company has been reduced to Rs. (1.80) Lakh as compared
to Rs. (3.66) Lakh in the previous financial year. The income earned is
not from the main line of business, the details pertaining to the same
has been included in the notes forming part of financial statements for
the financial year ended 31st March, 2015.
Your Company is exploring new avenues / areas of business in order to
rebuild the revenue stream for the company and to create value for its
In view of the losses incurred by the Company, your Directors do not
recommend any Dividend during the year under review.
During the year under review, in view of accumulated losses, the
Company was unable to transfer any amount to the reserves.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of your company which have occurred between the end of the
financial year of the company i.e. 31st March, 2015 and the date of the
Directors Report i.e. 12th August, 2015.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE
There were no Significant and Material Orders passed by the regulators
or courts or tribunals which would impact the going concern status of
the company and its future operations.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND FINANCIAL
The Company does not have any Subsidiaries / Associate Companies /
Joint Ventures and hence the Company is not required to attach any
separate statement containing the salient features of the financial
statement of its subsidiary associate / joint venture, pursuant to
Section 129 (3) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014.
During the year under review the Company has not accepted any Deposits
from public within the meaning of section 73 of the Companies Act, 2013
and the Rules made there under.
At the Twentieth (20th) Annual General Meeting held on 30th September,
2014, the Members had appointed M/s Ramesh Chaturvedi & Co [FRN.
113621W] Chartered Accountants, as the Statutory Auditor of the
Company, by way of ordinary resolution under section 139 of the
Companies Act, 2013, to hold office from the conclusion of Twentieth
(20th) Annual General Meeting until the conclusion of the Twenty Third
(23rd) Annual General Meeting of the Company, subject to ratification
of the appointment by the members of the Company at every Annual
General Meeting as per the provisions of the Companies Act, 2013.
Based on the recommendation of the Audit Committee, the Board of
Directors in their meeting held on 12th August, 2015, recommended the
ratification of appointment of M/s Ramesh Chaturvedi & Co, Chartered
Accountants, as the Statutory Auditor of the Company, and that, the
necessary resolution in this respect is being included in the notice of
the Twenty First (21st )Annual General Meeting for the approval of the
Members of the Company. The Company has received consent from the
Statutory Auditor and confirmation to the effect that they are not
disqualified to be appointed as the Statutory Auditor of the Company in
terms of the provisions of Companies Act, 2013 and Rules framed
Notes to Accounts and Auditors Report
The notes to the accounts referred to in Auditors Report are
self-explanatory and do not call for any further comments. The
Statutory Auditors Report does not contain any qualification,
reservation or adverse remark.
Secretarial Auditor Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had
appointed CS. Milind Nirkhe, Practicing Company Secretary (Proprietor),
Practicing under the name & style M/S Milind Nirkhe & Associates, CP
No: 2312 to conduct Secretarial Audit of the Company for the financial
year ended 31st March, 2015. The Secretarial Audit Report is annexed as
Annexure - 1. The Secretarial Audit Report for the financial year
ended March 31,2015, does not contain any qualification, reservation,
adverse remark or disclaimer, however, contains certain observations of
the Secretarial Auditor which are self explanatory, and thus do not
call for any further comments.
Since your Company is not engaged in Manufacturing Activity, hence Cost
Audit is not applicable to the Company.
The Company had adequate Internal Financial Control System.
Authorised Share Capital
The Authorised Share Capital of the Company stood at Rs. 25,00,00,000
dividend into 2,50,00,000 equity shares of Rs. 10/- each. During the
year, there has been no change in the Authorised Share Capital of the
Paid-up Share Capital
The paid up Equity Share Capital of the Company as on 31st March, 2015
stood at Rs. 419,59,000 /- divided into 41,95,900 equity shares of Rs.
10/- each and during the year under review, the company has not issued
any equity shares on differential rights, sweat shares or stock
EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the extract of Annual
Return in form MGT-9 is annexed as Annexure II.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the Company did not have any business operations during the year, no
initiatives were taken towards conservation of energy, technology
During the financial year 2015, there is no foreign exchange inflow and
Mr. Ilidio Manuel Pereira and Mr. Placid Naronha were appointed as
Independent Directors as per the Shareholders Resolution passed at the
20th Annual General Meeting of the Company held on Tuesday, 30th
September, 2014 for a period of two consecutive years commencing from
1st April, 2014 upto 31st March, 2016.
The Board of Directors had appointed Mrs. Michelle Dolphie Sequeria, as
an Additional Director (Woman Director) with effect from 14th October,
2014. Mrs. Michelle Dolphie Sequeria, holds office up to the date of
the ensuing Annual General Meeting. The Company has received a notice
from a member under Section 160 of the Companies Act, 2013, along with
the requisite deposit, proposing her candidature for the office of Non
Executive Director, to be appointed at the ensuing Annual General
Necessary resolution is being proposed in the notice of the ensuing
annual general meeting for appointment of Mrs. Michelle Dolphie
Sequeria, as a Non Executive Director of the Company for the approval
of the Members in the ensuing Annual General Meeting of the Company.
Mr. B. S. Sharma was appointed as the Whole Time Director of the
Company by the Board of Directors of your Company at their meeting held
on 27th August, 2014 and by the members of the Company at the Annual
General Meeting held on 30th September, 2014. The period of office of
Mr. B. S. Sharma as Whole Time Director designated as Chairman of the
Company was for a period of Three (3) years with effect from 27th
August, 2014 and his office was liable to retire by rotation.
In terms of the provisions of Section 152 of the Companies Act, 2013
and Articles of Association of the Company, Mr. B. S. Sharma, retires
by rotation at the ensuing annual general meeting and being eligible,
offers himself for re-appointment and if reappointed he shall continue
to hold office as the Whole Time Director and such re-appointment as a
director shall not be deemed to constitute break in his appointment as
a Whole Time Director.
All independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
None of the Directors of the company are related to each other. Brief
resumes of Directors, proposed to be appointed/re-appointed, nature of
their expertise in specific functional areas and names of other
companies in which they hold Directorship alongwith their
Membership/Chairmanship of Committees of the Board as stipulated under
Clause 49 of the Listing Agreement with Stock Exchanges, are provided
in the annexure to the Notice of the Twenty First Annual General
Meeting being sent to the members along with the Annual Report.
Based on the confirmations received, none of the Directors are
disqualified for being appointed/ reappointed as directors in terms of
Section 164 the Companies Act, 2013.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND REMUNERATION TO THE DIRECTORS.
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective,
and gender. It also ensures that the Board has an appropriate blend of
functional and industry expertise. While recommending the appointment
of a Director, the Nomination and Remuneration Committee considers the
manner in which the function and domain expertise of the individual
will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the
Companies Act, 2013, the Directors on the Board of the Company are also
expected to demonstrate high standards of ethical behavior, strong
interpersonal skills, act objectively and constructively.
Independence: A Director shall be considered as an ''Independent
Director'' if he/ she meets the criteria of independence as laid down
under the Companies Act, 2013 and rules made thereunder as well as
Clause 49 of the Listing Agreement. An independent Director shall be
under an obligation to disclose any change in the circumstances which
may affect his/her independence to the Board of Directors.
During the year under review, in view of losses incurred by the
Company, no remuneration, sitting fees, Commission or Stock Option has
been given to any Director of the Company.
Annual Evaluation Process and Criteria for Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of
the Listing Agreement, an annual performance evaluation of the Board,
Committees of the Board including Audit Committee, Nomination &
Remuneration Committee, Stakeholders'' Relationship Committee and Risk
Management Committee as well as the Individual Directors for the
financial year ended 31st March 2015 was carried out during the year.
Pursuant to the provisions of Schedule IV of Companies Act 2013 and
Clause 49 of the Listing Agreement, a separate meeting of the
Independent Directors without the attendance of the Non- Independent
Directors and the Member of the Management was also held on 20th March,
2015 to inter alia review the performance of the Whole time Director,
Non-Executive Director and the Board as whole. The quality, quantity
and timelines of flow of information between the Company Management and
the Board was also assessed during the said meeting.
The performance of the Directors, including Independent Directors was
carried out by the Nomination and Remuneration Committee in their
meeting held on 20th March, 2015.
The Board of Directors at their meeting held on 28th May 2015 along
with the report/feedback on the evaluation as carried out by the
Nomination and Remuneration Committee and the Independent Directors
carried out the formal annual evaluation of its own performance, its
committees and the individual directors.
BOARD OF DIRECTORS MEETINGS
During the financial year 2014-15, five (5) Board Meetings were
convened and held. The intervening gap between the Meetings was as per
the period prescribed under the Companies Act, 2013 and the Listing
Agreement. The details of the Board meetings held during the year along
with the attendance of the respective Directors thereat are set out in
the Report on Corporate Governance forming part of this Annual Report.
Audit Committee & Other Board Committees
The Company has a duly constituted Audit Committee as per the
provisions of Section 177 of Companies Act, 2013 and Clause 49 of the
Listing Agreement with the stock exchanges.
The Board of Directors has constituted three other committees namely -
Nomination and Remuneration Committee, Stakeholders'' Relationship
Committee and Risk Management Committee, which enables the Board to
deal with specific areas / activities that need a closer review and to
have an appropriate structure to assist in the discharge of their
The details of the composition and meetings held during the financial
year 2014-15 of the Audit Committee alongwith that of the other Board
committees and their respective terms of reference are included in the
Report on Corporate Governance forming part of this Annual Report.
DETAILS OF ESTABLISHMENT OF 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 its Powers) Rules 2014 and Clause 49 of the Listing
Agreement, has adopted a Whistle Blower Policy in its Audit Committee
Meeting dated 27th August, 2014, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company''s Code
of Conduct or ethics policy.
The policy also provides for adequate safeguard against victimization
of Director / Employees, who avail this mechanism. It also provides for
direct access to the Chairperson of the Audit Committee in exceptional
DISCLOSURES UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULES MADE
Since the Company has not paid any Sitting fees or Remuneration to any
directors and had no employee during the financial year 2014-15, the
disclosures under section 197(12) of Companies Act,2013 and rules made
thereunder has not been provided.
Your Company has adopted a Risk Management Policy/ Plan in accordance
with the provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement. The Company has also constituted the Risk Management
The Company has laid down procedures to inform the Audit Committee as
well as the Board of Directors about risk assessment and management
procedures and status.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 AND
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
COMPANIES ACT, 2013
Pursuant to section 186 and 188 of the Companies Act, 2013, your
Company has not given any Loans or Guarantees nor made any Investments
or entered into any contract or arrangements with any related party,
hence no disclosure in respect of the same is made.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Pursuant to Clause 49 of the listing agreement with Stock Exchanges and
the Companies Act, 2013, a separate section titled ''Report on Corporate
Governance'' and ''Management Discussion and Analysis'' forms part of this
Auditors'' Certificate confirming compliance with the conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement also forms part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134 of the Companies Act, 2013,
your Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and that there are no material
(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/loss
of the Company for that period;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, 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
(v) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively;
(vi) the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Your Directors express their gratitude to the Company''s Bankers, BSE
Limited and Others for their continued support and co- operation.
For and on behalf of the Board of
Vallabh Poly-Plast International Limited
B. S. Sharma
Place: Mumbai Whole-Time Director
Date: 12th August, 2015 (DIN - 00230202)