vallabha poly plast international ltd share price Directors 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 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