డైరెక్టర్ల నివేదిక Vipras Corporation Ltd.

Mar 31, 2009

To THE MEMBERS OF VIPRAS CORPORATION LIMITED.

The Directors are pleased to present this Eighteenth Annual Report and Audited Statement of Accounts of the Company for the period ended 31st March, 2009.

FINANCIAL RESULTS :

YEAR ENDED YEAR ENDED MARCH, 2009 MARCH, 2008

Profit / (Loss) before Depre.& Int. (2182184) (21934953)

Less : Interest 199385570 176636952

Operating Profit / (Loss) (201567754) (198571905)

Less : Depreciation 5347685 5347685

Net Profit/ (Loss) before Taxation (206915439) (203919590)

Add : Fringe Benefits Tax 10068 22378

Add : Balance brought forward from last year (1542508580) (1338566612)

profit / (Loss) available for Appropriation (1749434087) (1542508580)

APPROPRIATIONS :

Adjustment pertaining to Previous Year 0 0

Balance Carried Forward (1749434087) (1542508580)

REVIEW OF OPERATIONS

The company has permitted use of its manufacturing facilities and earned compensation for the same during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

As per the requirement of Clause 49 of Listing Agreements with the Stock Exchange the Management Discussion and Analysis of the events that have taken place and condition prevailed during the period under review are elucidated in Annexure I to this Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as per the requirement of Clause 49 of the Listing Agreement is annexed to this Report as Annexure II.

STATUS OF BIFR PROCEEDINGS:

The Company submitted its draft Revival plan to the Operating Agency and the same is under finalization by the Hon'ble BIFR.

The Hon'ble BIFR vide their order dated 5/1/2004 had ordered change of management. The company had filed an appeal the said order to the Appellate Authority for Industrial and financial Reconstruction , New Delhi ( AAIFR).

The companies operation have been suspended due to discontinuation of power by MSEB/ MSEDC.

The AAIFR has set aside the impugned order of the Hon'ble BIFR and has directed the company to prepare a scheme of revival through OA where after the BIFR shall proceed further expeditiously in accordance with law .

Restructuring U/s 391 of Companies Act.

The Company had made an application to Mumbai High Court for restructuring u/s. 391 of companies Act.

However, the Hon'ble High Court opined that when the company conceded is before BIFR and covered by Sick Industrial Companies Act, 1985, the petitioner company cannot get any relief from this Court. The Scheme cannot be presented and all revival effort must be undertaken by BIFR/AIFR if otherwise permissible.

Company has taken to submitted draft Rehab scheme to Hon'ble BIFR

INSURANCE :

The Company's Fixed Assets are adequately insured against various risks.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO.

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given in the Annexure III to this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions contained under Section 217 2A of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 requisite information is not applicable.

PERSONNEL

Employee relations at all levels continue to remain cordial.

DIRECTORS

Shri Sanjeev Himatlal Goradia retire by rotation, at the forth coming Annual General Meeting of the Company being eligible offer himself for reappointment Mr. Ashish Himatlal Goradia offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to Director's Responsibility statement is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended on 31st March, 2008, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to the True and Fair view of the state of the affairs of the company at end of the financial year and of the loss of the Company for the year under review.

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2007 on a ‘Going Concern' basis.

AUDITORS :

The Present Auditors M/s. V.P. Mehta & Company, Chartered Accountants, will be retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITOR'S REMARKS

The Auditors have drawn your attention to specific points in their report. The corresponding notes in schedule T are self-explanatory.

PUBLIC DEPOSITS :

Your Company has not accepted any deposits from the public during the year.

ACKNOWLEDGEMENTS :

Your Directors wish to record their sincere appreciation to the Financial Institutions, Banks for the financial support and Co-operation extended from time to time. Your Directors also wish to place on record their gratitude to various Central and State Government Authorities for their co-operation extended by them to the Company from time to time.

Place : Mumbai By Order of the Board

Date : 01/09/2009

Sd/-

Pranay H Goradia

MANAGING DIRECTOR