Vinayak Polycon International Limited

The Directors have pleasure to present their Fifth Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS :

The financial performance of the company for the year ended March 31, 2014 is summarized below :

                                                (Amount in Rs. Lacs)

Particulars                                2013-14        2012-13

Income                                     1942.86        1821.14

Expenses                                   1930.62        1813.28

Profit for the year before Tax               12.24           7.86

Tax expenses                                  3.46           2.94

Net Profit after Tax                          8.78           4.92

The company is engaged in the manufacture of Plastic containers and closures. The net receipts from Operations during the year under review were Rs. 1942.86 Lacs as against Rs. 1821.14 Lacs in the previous year. The profit/ (Loss) after tax is Rs. 8.78 Lacs as against Rs. 4.92 Lacs in the previous year.

DIVIDEND

In view of future working and expansion projects of the Company, your Directors do not recommend payment of any dividend for the year ended 31st March, 2014.

RESERVES

The Board has not transferred any amount to General Reserve. Whole profit of the Company during the year i.e. Rs. 8.78 Lacs transferred to the profit & loss a/c for the F.Y 2013-14, in compliance with the relevant provisions of the Companies Act, 1956.

CAPITAL STRUCTURE

During the F.Y 2013-14 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 3,08,12,950/-.

DIRECTORS

Mahendra Singh Bhandari, Laxmipat Bahadursingh Nahata, Tejkumar Malchand Dugar, who were appointed as Non- Executive Independent Directors of the Company w.e.f 14.09.2011 have resigned from the Directorship of the Company w.e.f 14.07.2014. The Board places on record its gratitude for the services rendered by Mahendra Singh Bhandari, Laxmipat Bahadursingh Nahata and Tejkumar Malchand Dugar during their tenure as member of the Board.

Mrs. Anima Bordia, Mr. Pawan Nahata and Mr. Niraj Nahata were inducted as an Additional director of the Company w.e.f. 14.07.2014 under section 149, 161 of the Companies Act, 2013 and subject to the Articles of Association of the Company to hold office upto the ensuing Annual General Meeting of the Company.

Shri Bhanwar Lal Baid, Director, retires by rotation in terms of provisions of, Companies Act, 2013 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

A brief resume and other information required under clause 49 of the listing agreement is included in the Notice of Annual General Meeting. The Board recommends his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement forming part of this Annual Report.

HUMAN RESOURCES DEVELOPMENT/TRAINING

Human Resources are the important asset of any enterprise. Success of any enterprise mainly depends on its human power. In this regard, your company has made best efforts to employ good professionals, staff members, labourers etc.

Vinayak Polycon International Limited is keen to retain best of the human resources by effective training and development programs, by providing reasonable wages and salary by creating good working environment etc. Company's human resources are mobilized in order to strengthen the company internally to face future challenges. Your company is providing a "state of art" working environment to the employees with a view to optimize their performance.

EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS :

As on 31st March, 2014, the Company employed a total of 60 employees of which 12 were Officers and 48 belong to non- executive cadre.

Vinayak Polycon International Ltd. believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange Limited w.e.f. 28.08.2012 and Listing fees for the year 2014-15 has been duly paid.

PUBLIC DEPOSITS

During the year the company has not accepted or renewed any deposits U/S 58A of the Companies Act, 1956, from public.

DEMAT CONNECTIVITY WITH NSDL AND CDSL :

The Company has a demat connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), M/s MAS Services Limited, New Delhi is the appointed Connectivity Agent for dematerialization of securities of the company with NSDL and CDSL.

CORPORATE GOVERNANCE :

The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance, forms part of the Annual Report of the Company. A certificate from M/s A. Natani & Co., Chartered Accountants, Jaipur Auditor of the Company, confirming compliance of conditions of Corporate Governance is annexed with this report.

AUDITORS & AUDITORS' REPORT :

The Statutory Auditors of the Company M/s A. Natani & Co., Chartered Accountants, Jaipur, retires at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The appointment of Statutory Auditors of the company shall be from the conclusion of the forthcoming Annual General Meeting till the conclusion of the tenth Annual General Meeting of the Company. Your Directors recommend their reappointment.

There are no reservations, qualifications or adverse remarks contained in the Auditor's Report attached to Balance Sheet as at 31st March, 2014. Information referred in Auditor's Report are self-explanatory and don't call for any further comments.

COST AUDITOR :

Pursuant to the order No. 52/26/CAB-2010 dated 6th November, 2012 issued By the Ministry of Corporate Affairs (MCA), M/S Bikram Jain & Associates, Cost Accountants, Jaipur were appointed as Cost Auditors to carry out an audit of Cost Accounting Records of the Company for the financial year 2013 -14. The due date for filing the Cost Audit Report for the financial year 2013-14 with the Ministry of Corporate Affairs (MCA) is 180 days from the end of Company's financial year i.e. 27th September, 2014.

INTERNAL AUDITOR :

As per Section 138 of the Companies Act 2013, every Listed Company shall be required to appoint an Internal Auditor or a firm of Internal Auditors. At present Mr. Vikram Baid is Internal Auditor of the Company who will act as Internal Auditors of the Company in line with the provisions of Section 138 of the Companies Act, 2013.

SECRETARIAL AUDITOR :

As per section 204 of Companies Act 2013, every listed company is required to annex with its Board's report, a Secretarial Audit report given by a Company Secretary in practice. In line with this requirement, the Board of Directors has appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

COMPLIANCE CERTIFICATE :

As per the requirements of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V. M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

PARTICULARS OF EMPLOYEES :

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules, 1975 is NIL.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding foreign exchange earnings and expenditure were Nil. The other particulars relating to conservation of energy; research and developmental activities and technological absorption are not applicable. However, the management has taken all the necessary steps to conserve the resources to the extent possible.

DIRECTORS'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In preparation of the Annual Financial Statements for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the Company for the year under review ;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Financial Statements for the financial year ended on 31st March, 2014 on a 'going concern basis'.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Company.

ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State government, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the our Company.

To them goes the credit for the Company's achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

PLACE: JAIPUR                     FOR AND ON BEHALF OF THE BOARD

                                 Sd/-                      Sd/-
                         BHARAT KUMAR BAID           VIKRAM BAID

                         MANAGING DIRECTOR   WHOLE TIME DIRECTOR