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 the
financial 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 Indian
Accounting 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 Ind
AS. The financial statements for the year ended
March 31, 2018 have been restated in accordance with Ind AS for
comparative purposes.
BUSINESS PERFORMANCE
During the year under review, the Company earned an income of nil as
compared to Rs. 0.03 Lakh in the previous year and the net loss incurred by the Company
has been increased to Rs. 22.00 Lakh as compared to Rs. 14.85 Lakh in the previous
financial year. The income earned is not from the main line of business and the details
pertaining to the same have been included in the notes forming part of financial
statements for the financial year ended st March, 2019.
Your Company continues to explore new avenues / areas of business in
order to rebuild the revenue stream for the Company and to create value for its
shareholders.
DIVIDEND
In the absence of profits for the year under review, your Directors do
not 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 31st
March, 2019, stands at Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of Rs. 10/-
each. During the year under review, there has been no change in the Authorised Share
Capital of the Company.
(b) Paid–up Share Capital
The paid up equity share capital of the Company as on 31st
March, 2019 stood at Rs. 419,59,000 /- divided into 41,95,900 equity shares of Rs. 10/-
each. During the year under review, the Company has not increased its Paid up Share
Capital.
DEPOSITS
During the year under review, the Company has not accepted any deposit
from public within the meaning of Section 73 of the Companies Act, 2013 and rules made
there under.
SUBSIDIARY/ ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary / Associate / Joint Venture
and hence the Company is not required to consolidate its financial statements and attach a
separate statement containing the salient features of the financial statements of its
subsidiary in terms of Section 129 (3) of the Companies Act, 2013 and rules made
thereunder.
BOARD MEETINGS
During the year under review, Six (6) Board Meetings were convened and
held. The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. [hereinafter ‘SEBI Listing
Regulations] The details of the Board meetings held during the year under review
along with the attendance of the respective Directors thereat are set out in the Report on
Corporate Governance forming part of this Annual Report.
BOARD COMMITTEES
The Company has a duly constituted Audit Committee as per the
provisions of Section 177 of Companies Act, 2013 and provisions of SEBI Listing
Regulations.
The Board of Directors have constituted three other committees namely
– Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Risk Management Committee, which enable 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 responsibilities.
The details of the composition of the said Committees have been
included in the Report on Corporate Governance forming part of this Annual Report. All the
recommendations made by the Members of the Audit Committee to the Board of Directors
during the year under review were duly accepted by the Board.
RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is
committed to managing the risks in a proactive manner. The Board has also constituted a
Risk Management Committee to oversee the risk management processes.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr.
Bhagwat Swarup Sharma [DIN: 00230202) Director of your Company being
the longest in office among Directors who is liable to retire by rotation, retires by
rotation and being eligible; offers herself for re-appointment at the ensuing Annual
General Meeting.
Based on the confirmations received, no director of the Company is
disqualified 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. Brief
resume of the Director, proposed to be re-appointed, nature of her expertise in specific
functional areas and names of other companies in which she holds Directorships along with
her
Membership/ Chairmanship of Committees of the Board as stipulated under
SEBI Listing Regulations and Secretarial Standard (SS 2) on General Meetings is provided
in the annexure to the Notice of the 25th Annual General Meeting being sent to
the members along with this Annual Report.
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
the provisions of Regulation 16(1)(b) of SEBI Listing Regulations.
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 Regulation 19 read with
Part D of Schedule II of the SEBI Listing Regulations.
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 Regulation 16(1)(b) of SEBI
Listing Regulations. 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.
Remuneration: During the year under review, in view of the losses
incurred by the Company, no remuneration, sitting fees, Commission or Stock Options was
paid/ 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 Listing
Regulations, 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 31 st March, 2019 was carried out during
the year.
Pursuant to the provisions of Schedule IV of Companies Act, 2013 and
SEBI Listing Regulations, 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 28th March, 2019 to inter-alia, review the performance of the Whole
time Director, Non-Executive Director and the Board as a whole. The quality, quantity and
timelines of flow of information between the Company Management and the Board was also
assessed in the said meeting.
The Board of Directors at their meeting held on 29th May,
2019 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 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 23rd
Annual General Meeting held on 29th September, 2017 for a term of five years,
to hold office from the conclusion of the 23rd Annual General Meeting until the
conclusion of 28th Annual General Meeting of the Company, in accordance with
the provisions of the Companies Act, 2013.
The notes to the accounts referred in the financial statements are
self-explanatory and do not call for any further comments. The Statutory Auditors Report
on the financial statements for the financial year 2018-19 does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
The Board of Directors of the Company at their meeting held on 14th
February, 2019, had appointed Mr. Anshuman Chaturvedi, Proprietor of M/s. A. Chaturvedi
& Associates, Company Secretaries, Mumbai (ACS No.-43219, CP No.-15990) as the
Secretarial
Auditor of the Company to undertake the Secretarial Audit of the
Company for the financial year 2018-19, as per the provisions of
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the financial year ended 31st
March, 2019 is annexed as Annexure I to this report and it does not contain any
qualification, reservation, adverse remark or disclaimer.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 AND
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF 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, pursuant to sections 186 and 188 of the
Companies Act, 2013.
DISCLOSURES UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULES MADE
THEREUNDER.
Since the Company has not paid any Sitting fees or Remuneration to any
directors and had no employee during the financial year
2018-19, the disclosures under section 197(12) of Companies Act, 2013
and rules made thereunder have not been provided.
DISCLOSURE UNDER SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013,
READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 Conservation of Energy and
Technology Absorption:
Your Company is not engaged in any manufacturing activity and hence the
Energy 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 earnings
and outgo.
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT 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 on
Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and has
a robust mechanism to redress the complaints reported thereunder. An Internal Committee
has been constituted, which comprises of internal members and an external member who has
experience in the subject field.
Your Directors state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH") and the Company has complied with
the provisions of POSH.
OTHER DISCLOSURES
Material changes and commitments affecting the financial position of
the Company.
There has been no material changes or commitments, which has occurred
between the end of the financial year of the Company to which the financial statements
relates i.e. 31 st March, 2019 and the date of this report i.e. 12th
August, 2019.
Regulators or Courts or Tribunals impacting the going concern status
and Significant
Companys operations in future
There were no significant and material orders passed by the regulators
or courts or tribunals which would concern status of the company and its future
operations.
Cost Audit
Since your Company is not engaged in manufacturing activity, hence
maintenance of cost of records and cost audit as specified by the Central Government under
section 148 of the Companies Act, 2013 is not applicable to the Company.
Internal Control Systems and their Adequacy
The Companys internal control systems are commensurate with the
nature of its business. The Company has put in place sound internal control system which
ensures that all transactions (including financial transactions) are recorded and reported
correctly.
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 Regulation 22 of the SEBI Listing Regulations has in place a
Whistle Blower Policy which provides for a vigil mechanism to the Directors and employees
to report their concerns about unethical behavior, actual or suspected fraud or violation
of the Companys 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 cases.
Related Party Transactions
During the year under review, the Company did not enter into any
contracts or arrangements with its related parties in terms of Section 188 of Companies
Act, 2013 and rules made thereunder.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures have been made
from the same; (ii) they 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) they have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; (iv) they
have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such adequate and are operating effectively; and (vi) they have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that 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, a
separate sections titled ‘Report on Corporate Governance and ‘Management
Discussion and Analysis Report in terms of Schedule V of the SEBI Listing
Regulations forms part of this Annual Report.
The Report on Corporate Governance also includes certain disclosures
that are required as per Companies Act, 2013. compliance with the conditions of Corporate
Governance as stipulated in Thecertificate
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015 is annexed as year 2018-19 Annexure II does
not contain any qualification, reservation or adverse tothisreport.Thesaidcertificate
remark.
EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92 (3) of the Companies Act,
2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014,
the extract of the Annual Return as at 31st March, 2019 in the prescribed form
MGT-9 forms part of this report and is annexed as Annexure III.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their gratitude for the
valuable support and co-operation received from all the stakeholders, the BSE Limited,
Bankers 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 |
+91-9892691696
