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 31,2015.

FINANCIAL HIGHLIGHTS
                                                         (Rs. in Lakhs)

Particulars                             31st March,         31st March,
                                            2015               2014

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)
previous Year

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 shareholders.

DIVIDEND

In view of the losses incurred by the Company, your Directors do not recommend any Dividend during the year under review.

RESERVES

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 PERFORMANCE THEREOF

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.

DEPOSITS

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.

AUDITORS

Statutory Auditor

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 thereunder.

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.

Cost Audit:

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.

SHARE CAPITAL

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 Company.

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 options.

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 Absorption.

During the financial year 2015, there is no foreign exchange inflow and outgo.

DIRECTORS

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 Meeting.

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 responsibilities.

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 cases.

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 2014-15, the disclosures under section 197(12) of Companies Act,2013 and rules made thereunder has not been provided.

RISK MANAGEMENT

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 Committee.

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 Annual Report.

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 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/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 basis;

(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.

ACKNOWLEDGEMENTS

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)