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Vyapar Industries

BSE: 506142|ISIN: INE070G01012|SECTOR: Finance - Investments
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VOLUME 9
Vyapar Industries is not listed on NSE
Directors Report Year End : Mar '15    Mar 14
Dear Shareholders,
 
 The Directors have pleasure in presenting their 30th Annual Report of
 the Company along with the audited statements of accounts for the year
 ended March 31,2015.
 
 Financial Results :
 
 The standalone financial results of your Company for the financial year
 ended March 31, 2015 are summarized below :
 
                                                          (Amount in Rs.)
 Particulars                           Year ended             Year ended
                                       March 31, 2015     March 31, 2014
 
 Sales                                   5,44,95,751        37,15,46,322
 
 Other Income                            1,66,56,584           83,56,717
 
 Total Expenditure                       8,52,24,639        37,12,18,989
 
 Depreciation                               8,25,169            5,58,003
 
 Profit before Tax                     (1,48,97,473)           61,26,046
 
 Provision for Taxes Current                       -           11,67,300
 
 Deferred                                (23,99,139)            (40,698)
 
 MAT                                               -            3.53.937
 
 Profit (Loss) after Taxes             (1,24,98,335)           46,45,507
 
 Opening Balance (surplus)                                   (10,41,847) 
 
 Add Profit for the year                                       46,45,507
 
                                                               36,03,660
 
 Appropriation
 
 IT Refund A.Y 2008-09                                          (25,273)
 
 Short Provision for Tax for A.Y. 2008-09                         27,590
 
 MAT Credit Entitlement                                      (56,60,882)
 
 Short Provision for Tax for A/Y 2010-11                        1,51,697
 
 Short Provision for Tax for A/Y 2011-12                        1,79,772
 
 Total                                                         89,30,756
 
 Balance Carried to Reserves                                65,21,80,756
 
 Note- Sales figures mentioned above are presented after making
 adjustment in exchange difference.  
 
 DIVIDEND
 
 With view to conserve the resources of the Company, the Board of
 Directors of the Company has not recommended any divided for the year
 2014-15.
 
 CAPITAL
 
 The company''s present paid up capital stands at Rs. 10,89,50,000
 comprising of 1,08,95,000 equity shares of Rs. 10/- each. The Company
 not issued shares with differential voting rights nor granted stock
 options nor sweat equity.
 
 OPERATIONS
 
 During the year under review the sales turnover registered fall from
 Rs. 37,15,46,322 to Rs. 5,44,95,751.  The existing business has been
 effected by adverse market conditions prevailing in the market. The
 Company imports yarn from China as well as purchase from importers and
 sells it in local market. The Company is getting most of its yarn air
 spliced which makes its knot less. This is value addition for the
 Company''s product, to be well accepted in local market. Company has
 posted a Loss before tax of Rs. 1,24,98,335/- during the year in
 comparison to profit after tax of Rs. 46,45,507/- in the last year.
 
 Yarn & Thread will be the thrust areas of business for the Company in
 the coming years. The Company''s Yarn and Thread products are very well
 accepted due to the ISO certification, quality improvement and timely
 delivery policy. The company has concentrated on its goals of
 consolidating and strengthening its marketing network, delivering
 quality products and cutting cost wherever possible.
 
 Various organization development initiatives were undertaken during the
 year. These are expected to help create a robust organization based on
 strong values, uniform and systematic business processes and people
 empowerment.
 
 The Management Discussion and Analysis Report deals with the operations
 of your Company in detail and forms part of this Annual Report.
 
 Your directors are hopeful of better results for the company in the
 current year.
 
 DEPOSITS:
 
 During the year under review the Company has not accepted any deposits
 falling within the meaning of Section 73 of the Companies Act, 2013 and
 the Companies (Acceptance or Deposits) Rules,2014.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 During the current financial year, the Company has not given any Loan,
 Guarantees or Investments covered under the provisions of Section 186
 of the Companies Act, 2013.
 
 INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
 
 The company has an internal control System, commensurate with the size,
 scale and complexity of its operations. The internal Audit functions
 report to the Chairman of the Audit Committee and to Chairman and
 Managing Director of the Company.
 
 The Internal Audit monitors and evaluates the efficiency and adequacy
 of internal control systems in the company. It''s compliances with
 operating systems, accounting procedure and policies at all locations
 of the Company.
 
 AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
 
 Particulars of the amounts proposed to be carried to reserves have been
 covered as part of the financial performance of the Company.
 
 MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013:
 
 As required under section 134 (2) (e) and section 178 (4) of the
 Companies Act 2013, your Company has constituted following committees
 and their policies, namely:
 
 - Nomination and Remuneration Committee & Policy
 
 - Reconstitute Stakeholder Relationship Committee
 
 All other changes as required by the Act have been in place and we
 re-affirm our commitment to the highest level of Corporate Governance.
 
 PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
 
 This information is required as per Section 134(m) of the Companies
 Act, 2013, read with the Companies
 
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988 and forming part of the Directors'' Report for the year
 ended March 31, 2015.Since the Company''s operations involve low
 consumption of energy, the Company has no comments to offer as far as
 (a) conservation of energy and (b) Technology absorptions are
 concerned.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Foreign exchange earned during the period under consideration was Rs.
 NIL Foreign exchange expenditure incurred during year amounted to
 Rs.NIL
 
 DIRECTORS:
 
 The Board of Directors is duly constituted. As per provisions of
 Companies Act, 2013 for retirement by rotation, all executive directors
 are now liable to retire by rotation.
 
 DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
 PERSONNEL:
 
 During the year Ms. Shabana Mistry (DIN: 07151253) Chief Financial
 Officer of the Company has been appointed as Women Director liable to
 retire by rotation at the ensuring Annual General Meeting ..
 
 STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:
 
 Mr. Ramesh W. Lalwaney (DIN: 00023420), Mr. Parvez M. Master (DIN:
 00024845) and Mr. Hussain M.  Cementwala (DIN: 03611787) were appointed
 as an Independent Director of the Company and 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. An Independent director shall hold office for
 a term upto five consecutive years on the Board of a Company, but shall
 be eligible for reappointment for next five years on passing of a
 special resolution by the Company and disclosure of such appointment in
 the Board'' report.
 
 CORPORATE GOVERNANCE
 
 As required by the existing clause 49 of the Listing Agreement with
 Bombay Stock Exchange, a detailed report on Corporate Governance is
 included in the Annual Report. Your Company is fully compliant with the
 revised Clause 49 of the Listing Agreement. The Auditors have certified
 that Company''s compliance of the requirements of Corporate Governance
 in terms of Clause 49 of the Listing Agreement and the same is annexed
 to the report on Corporate Governance.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement under section 134 (3) (c ) of the Companies
 Act, 2013, with respect to the Directors'' responsibility statement, it
 is hereby confirmed that:
 
 a) In the preparation of the annual accounts, the applicable accounting
 standards had been followed along with the proper explanation relating
 to material departures;
 
 b) The directors had selected such accounting policies and applied them
 consistently and made judgements 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;
 
 e) The directors, had laid down internal financial controls to be
 followed by the company and that such internal financials controls are
 adequate and were operating effectively, and
 
 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.
 
 MEETING OF BOARD OF DIRECTORS:
 
 A calendar of Meetings is prepared and circulated in advance to the
 Directors. During the year, 5(Five) Board meetings and 4(Four) Audit
 Committee Meeting were convened and held. The intervening gap between
 the Meetings was within the period prescribed under the Companies Act,
 2013.
 
 SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
 
 The Company does not have any Subsidiary, Joint Venture and Associate
 Company.
 
 RELATED PARTY TRANSACTIONS:
 
 Related party transactions that were entered during the financial year
 were on an arm''s length basis and were in the ordinary course of
 business. There were no materially significant related party
 transactions with the Company''s Promoters, Directors, Management or
 their relatives, which could have had a potential conflict with the
 interests of the Company. Transactions with related parties entered by
 the Company in the normal course of business are periodically placed
 before the Audit Committee for its omnibus approval and the particulars
 of contracts entered during the year as per Form AOC-2 is enclosed as
 Annexure -B.
 
 The Board of Directors of the Company has, on the recommendation of the
 Audit Committee, adopted a policy to regulate transactions between the
 Company and its Related Parties, in compliance with the applicable
 provisions of the Companies Act 2013, the Rules there under and the
 Listing Agreement. This Policy was considered and approved by the Board
 has been uploaded on the website of the Company at
 www.vyaparindustries.com.
 
 SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING
 GOING CONCERN AND COMPANY'' OPERATION:
 
 To the best of our knowledge, the Company has not received any such
 orders from Regulations, Courts or Tribunals during the year, which may
 impact the going concern status or the Company''s operations in future.
 
 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
 
 Report on Corporate Governance and management Discussion and Analysis
 Reports along with Certificate of the Company Secretary in Practice
 pursuant to clause 49 of the Listing Agreement with the Stock Exchanges
 has been included in the report. Your company has been practicing the
 principle of good Corporate Governance over the year. The Board of
 Directors supports the broad principles of Corporate Governance. In
 addition to the basic governance issues, the Board lays strong emphasis
 on transparency, accountability and integrity.
 
 LISTING WITH STOCK EXCHANGES:
 
 Your Company continues to be listed on the Bombay Stock Exchange, where
 the Company''s shares are being traded. The company has paid listing fee
 for the year 2015-16.
 
 DEMATERIALISATION OF SHARES:
 
 99.84% of the company''s paid up Equity Share Capital is in
 dematerialized form as on 31st March, 2015 and balance 0.16% is in
 physical form.
 
 EXPLANATION OR COMMENTS ON AUDITORS'' REPORT AND SECRETARIAL AUDIT
 REPORT:
 
 There are no qualifications, reservations or adverse remarks or
 disclaimer made by the statutory auditors in their audit report or by
 the practicing company secretary in the secretarial audit report.
 
 CASH FLOW STATEMENT
 
 Cash flow statement pursuant to Clause 32 of the listing agreement is
 attached herewith AUDITORS:
 
 Statutory Auditors
 
 As per provisions of Section 139(2) of the Companies Act, 2013 and
 rules thereof, no listed company shall appoint or reappoint an audit
 firm as auditor for more than two terms of five consecutive years.
 Every company existing on the commencement of the Act is required to
 comply with requirements of Section 139(2) within three years from the
 date of commencement of the Act. The present Statutory Auditors of the
 Company, Mr.  Salim A. Kantawala, Chartered Accountant, (Firm
 Registration No.  PU0104006510(S1/5), retire as Auditors of the Company
 at the conclusion of the ensuing Annual General Meeting, and being
 eligible, offer themselves for re-appointment. The Company has obtained
 written certificate from the retiring auditors to the effect that the
 appointment, if made, will be in accordance with the limit specified in
 Section 141 of the Companies Act, 2013. The Board has recommended their
 re-appointment to hold the office till the conclusion of next Annual
 General meeting, i.e. within the transition period allowed as per the
 Companies Act, 2013.
 
 Secretarial Audit
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company has appointed Mr. Martinho Ferrao,
 Practicing Company Secretary to undertake Secretarial Audit of the
 Company for the financial year 2014-15.  The Secretarial Audit Report
 does not contain any qualification, reservation or adverse remark.
 
 COMPOSITION OF AUDIT COMMITTEE:
 
 The Audit Committee of the Company has been duly constituted having
 three members namely:
 
 i) Mr. Parvez M. Master
 
 ii) Mr. Ramesh W. Lalwaney
 
 iii) Mr. Hussain M. Cementwala
 
 * Parvez M. Master is the Chairman of the Audit Committee.
 
 CODE OF CONDUCT:
 
 The Board of Directors has approved a Code of Conduct which is
 applicable to the Members of the Board and all employees in the course
 of day to day business operations of the Company.
 
 EXTRACTOFANNUALRETURN:
 
 The details forming part of the extract of the Annual Return in Form
 MGT-9 is annexed herewith as Annexure-C.
 
 CHANGE IN THE NATURE OF BUSINESS:
 
 During the year under review, there has been no change in the nature of
 business of the Company.
 
 DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
 
 During the year, your Directors have constituted a Risk Management
 Committee which has been entrusted with the responsibility to assist
 the Board in overseeing and approving the Company''s enterprise wide
 risk management framework and overseeing that all the risks that the
 organization faces such as strategic, financial, credit, market,
 liquidity, security, property, IT, legal, regulatory, reputational and
 other risks have been indentified and assessed and there is an adequate
 risk management infrastructure in place capable of addressing those
 risks. A Group Risk Management Policy was reviewed and approved by the
 Committee.
 
 PARTICULARS OF EMPLOYEES:
 
 Information as per Section 134 of the Companies Act, 2013 read with
 Companies (Particulars of Employees) Rules, 1975 are given in the
 statement which from a part of this report. However as per the
 provisions of section 136 of the Companies Act, 2013, the report and
 accounts are being sent to all shareholders of the Company excluding
 the aforesaid information.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
 
 During the year under review, there were no cases filed pursuant to the
 aforesaid Act.  
 
 ACKNOWLEDGEMENTS:
 
 The Directors would like to thank all clients, Bankers for the
 un-stinted support received from them during the year. The Directors
 would also like to place on record their appreciation for the dedicated
 efforts and services put in by the employees of the Company.
 
                                 For and on behalf of the Board
 
                                         Abbas A. Rassai
                                            Chairman 
                                        DIN No: 00044729
 Dated: May 25th, 2015 
 Place : Mumbai
 
 
Source : Dion Global Solutions Limited
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