Vapi Enterprise Ltd Directors Report

BOARDS REPORT

To,

The Members,

Your Directors have pleasure in presenting their 50th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS /PERFORMANCE OF THE COMPANY (STANDALONE)

The Boards Report shall be prepared based on the stand alone financial statements of the company.

Particulars	2023-2024	2022-2023
	(Amt in Rs.)	(Amt in Rs.)
Revenue	-	1,42,98,573
Other Income	2,09,04,638	1,80,30,673
Total Income	2,09,04,638	3,23,29,246
Expenses
Operating expenditure	67,03,031	1,68,40,415
Depreciation and amortization expense	47,328	13,09,347
Total expenses	67,50,358	1,81,49,762
Profit before finance costs and tax	1,41,54,280	1,41,79,484
Finance costs	0	0
Exceptional Items	17,36,690	(47,57,26,897)
Profit before tax (PBT)	1,24,17,590	48,99,06,381
Tax expense	41,00,000	10,50,00,000
Profit for the year	83,17,590	38,49,06,381
Attributable to:
Shareholders of the Company
Non-controlling interests	NA	NA
Opening balance of retained earnings	24,43,82,472	(14,05,23,909)
Closing balance of retained earnings	25,27,00,062	24,43,82,472

2. FINANCIAL PERFORMANCE / MANAGEMENT DISCUSSION and ANALYSIS

During the year Company has earned revenue of Rs 2,09,04,638 (Previous year Rs 3,23,29,246) and incurred a profit after exceptional items, depreciation, and taxes of Rs 83,17,590.

3. DIVIDEND

Considering the financial position of the company and to conserve valuable resources, the Directors do not recommend a dividend for the period under consideration.

4. TRANSFER TO GENERAL RESERVE

No amount has been transferred to the General Reserve for the financial year 2023-24.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the year under review.

6. SHARE CAPITAL

The authorized Share Capital of the Company as on the date of Balance sheet is Rs. 3,20,00,000/- divided into 30,00,000 Equity Shares of Rs. 10/- each and 20,000 Redeemable Cumulative Preference Shares of Rs.100/- each redeemable at par.

The Company has not issued any sweat equity shares to its directors or employees. The authorized capital of the Company stood at Rs.3,20,00,000.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

8. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on March 31, 2024.

9. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

10. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

11. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNAL IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company confirming that:

a) Meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) Compliance of Code of Conduct; and

c) Have registered their names in the Independent Directors Databank.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Mr. Rajeev Ramanbhai Patel, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr.No.	Name of the Person	Designation
1.	Mr. Manoj Patel	Chairman and Managing Director
2.	Mr.Rajeev Patel	Whole Time Director and CFO
3.	Ms. Priyanka Kunwar	Company Secretary

During the F.Y 2023-24, Mrs. Mamta Gupta has been appointed as a Non-Executive Independent Director of the company on 28^th December,2023 for the period of Five Years.

Mrs. Laxmiben J. Patel has resigned from the Board on 29^th December,2023 and the Board thanks her for her longtime services.

16. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. VIGIL MECHANISM

In accordance with the provisions of the Act and listing regulations, Vigil Mechanism for directors and employees to report genuine concerns has been established.

18. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Seven (7) Board Meetings were held.

Sr.No.	Date of Meeting
1.	29/05/2023
2.	09/06/2023
3.	14/08/2023
4.	11/11/2023
5.	28/12/2023
6.	29/12/2023
7.	10/02/2024

19. AUDITORS REPORT

The Auditors Report contains the following qualifications:-

1. Electricity deposit having balance of Rs. 2,14,16,973/- as on the period ended on 31st March, 2024, the accrued interest income is not accounted as the amount is paid under protest and management is not sure about the outcome of the appeal.

2. The Management has sold all the lands and they are of the opinion of starting a new business from the proceeds of sale of land, but yet no detailed plan or business type is informed to us by management. Hence there is significant doubt on the going concern of the entity.

3. There are trade payable / other payable of which is still unpaid by the entity till year end 31^st March,2024

4. Long term borrowings from inter corporate which is subject to confirmations.

5. Entity has closed down the operation and sold all the assets and demolished the existing structure but yet not refunded the security deposit of M.K Packaging Pvt LTD (electricity deposit) till year end 31st March 2024.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION

In the recent audit of our financial statements for the FY 2023-24, the auditors raised certain qualifications as mentioned in above Auditors Report point related to specific aspects of our financial reporting. Our comments to the auditors qualifications are as follows:

1. Electricity Deposit has been paid under protest as we have matter pending before the Honorable High Court of Gujarat which the Management is confident of getting judgment in its favour and will be eligible for refund of this amount with additional interest till receipt date.

2. Management is in the process of identifying uses of funds to enter new businesses directly or through joint ventures to enhance shareholder value. The process of identifying value enhancing business opportunities keeping the companys conservative profile may take additional time and the management is of the opinion that the company is hence a going concern.

3. Management has verified that all the above liabilities (Part 3 and Part 4) are payable and the company is in the process of making final payments to all the parties after reconciliations. The electricity deposit mentioned (Part 5) is held as a security deposit against the sub judice matter in High Court of Gujarat and will be resolved upon judgment

20. STATUTORY AUDITOR

Pursuant to Sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and pursuant to the recommendations of the audit committee and the Board of Directors of the Company, M/s M.I. SHAH & Co., Chartered Accountants (Firm Registration No. 119025W) are proposed to be appointed as auditors in place of retiring auditors of Chirag N Shah & Associates (Firm Registration No. 118215W), for a period of one year commencing from the conclusion of this AGM till the conclusion of the AGM to be held in the year 2025.

M/s. M.I. SHAH & Co, Chartered Accountants (Firm registration number: 119025W) have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3) (g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), 141(2) and 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

21. COST AUDITORS

The Company is not required to maintain cost records as per The Companies (Cost Records and Audit) Amendments Rules, 2014.

22. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. HRU & Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

23. COMMITTEES OF THE BOARD:

The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

1. Audit Committee,

2. Nomination & Remuneration Committee, and 3.Stakeholders Relationship Committee

24. AUDIT COMMITTEE

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. During the financial year ended on 31st March 2023 the Audit Committee met Six times on 29/05/2023, 09/06/2023, 14/08/2023,11/11/2023, 29/12/2023 and 10/02/2024.

25. NOMINATION AND REMUNERATION COMMITTEE

The Committee met one time during the financial year 2023-24 i.e. 29^th December,2023.

The terms of reference of the Nomination and Remuneration Committee are as per the governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II).

25. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per Section 178(5) of Companies Act, the Board of Directors of a company has constituted a Stakeholder Relationship Committee consisting of a Chairperson and such other members as may be decided by the Board. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

26. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your company has focused on several corporate social responsibility programs, including a contribution of Rs. 1,45,000 to the Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund).

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the Financial Year under review as stipulated under -Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, is as follows and forms a part of this Report.

As declared in our last year Annual report, we wish to reiterate that the Board at its meeting held on 23/12/2021 approved to relinquish the leasehold rights towards Plot No. 298/1,2/3 & 299 admeasuring about 32,440 Sq. Meters situated at Phase 2, GIDC, Vapi, Gujarat - 396195 together with all easements, rights, profits, privileges, advantages and rights appurtenant for a consideration based on the terms and conditions of a Memorandum of Understanding (MOU) received and approved and subsequently executed on 24/12/2021.

Disclosure of Information pursuant to Regulation 30 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, for sale or disposal of unit(s) or division(s) or subsidiary of the listed entity are as follows:

Name of the Buyer: Bayer Vapi Private Limited (CIN U99999GJ1990PTC049322 and PAN AABCB2100L), Plot no. 306/3, II Phase, GIDC Estate, Vapi-396195

Consideration Amount: Rs. 50,28,20,000/= (Rupees Fifty Crore Twenty-Eight Lakh Twenty Thousand Only) net of Indirect taxes on the mutually agreed terms and conditions as laid down in the Memorandum of Understanding (MOU) approved by the Board.

This transaction was subject to meeting various conditions including the approval from the Gujarat Industrial Development Corporation ("GIDC"), satisfaction of legal due diligence and other necessary approvals and clearances from regulatory bodies. The company will continue to operate normal operations at the site until all the conditions and approvals are met.

It is further informed that the company has 100% of its revenue and 100% of its net worth connected to activities at this site and hence this is a "Material Event" disclosure as defined by the policies.

The Board hereby certifies that the transaction is not with any "Related Party".

None of the Directors or Promoter Shareholders are in any current form or in the past connected or an interested party to the proposed Buyer.

We wish to further intimate that the company in March 2023, has received all final approvals from the Gujarat Industrial Development Corporation ("GIDC") and provided satisfaction of all legal due diligence and other necessary approvals and clearances from regulatory bodies to relinquish the leasehold rights towards Plot No. 298/1,2/3 & 299

Pursuant to these approvals, the transaction has been registered and executed and accounted for in the quarter ended March 2023 and financial year ended March 2023.

As per terms of the MOU, the company is completed the process of winding down all activities at the site, removed all structures and equipments at the site, undertaken environmental cleanup of the land and completed final handover and possession in December 2023.

Shareholders approval, pursuant to the provisions Section 180(1)(a) and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 has been taken vide Resolution No 4 which has been passed in the Annual General Meeting of the Company held on 30th September, 2019.

The company continues to safeguard all company assets in a conservative manner and continues to constantly evaluate value enhancing opportunities for the company. It is the stated long term goal of the company to improve the financial position of the company to enable long term value creation for shareholders by increase in share value, dividends and/or buybacks.

We are pleased to inform you that our company has diligently managed and deposited shareholder funds into interest bearing bank deposits in a bank of pristine credit rating. The safety and growth of your investments are of utmost importance to us, and we have taken steps to ensure that your funds are safeguarded while working to enhance their value.

Your Company has decided to not declare dividend at the current time pending completion of tax returns and assessments. The Board of Directors will in due course consider taking appropriate steps to declare dividends and/or consider share buybacks with appropriate timings and terms in order to enhance shareholder value.

We continue to explore new markets, products, projects and partnerships so as to ensure a resilient and prosperous future for the company and its shareholders. Any decisions taken will be keeping the best interest of the Shareholders long term value creation in mind and will be communicated to the Shareholders at the appropriate time.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with The Companies (Accounts) Rules, 2014, is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

32. CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013.

The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Companys website.

33. INDUSTRIAL RELATIONS

Industrial relations have been cordial at the manufacturing units of the Company.

34. WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil mechanism provides a mechanism for the Directors/employees to report violations, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organizations interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. It provides a mechanism for employees to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on its website.

The statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015 and the same is annexed to this Report.

35. RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit, on quarterly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL & CDSL.

36. CORPORATE GOVERNANCE

We comply with the Securities and Exchange Board of India (SEBI)s guidelines on Corporate Governance. A report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company regarding the compliance with provisions of corporate governance as stipulated under Schedule V of the Listing Regulations forms a part of this Annual Report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Chairman & Managing Director of the company is contained in this Annual Report. The Chief Executive Officer/Chief Financial Officer (CEO/CFO) certification as required under SEBI Listing Regulations and the said certificate is contained in this Annual Report.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company has been able to achieve the results.

Place : Mumbai	For and on behalf of the Board of Directors
Date : 13th August 2024	SD/-
	MANOJ R PATEL
	CHAIRMAN AND MANAGING DIRECTOR
	DIN 00485197