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Vyapar Industries Ltd.

BSE: 506142 Sector: Others
NSE: N.A. ISIN Code: INE070G01012
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VOLUME 100
52-Week high 42.00
52-Week low 26.00
P/E 142.31
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.00
Sell Qty 41.00
OPEN 37.00
CLOSE 37.95
VOLUME 100
52-Week high 42.00
52-Week low 26.00
P/E 142.31
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.00
Sell Qty 41.00

Vyapar Industries Ltd. (VYAPARINDS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 31st Annual Report and the companys audited financial statement for the financial year ended March 31 2016.

FINANCIAL RESULTS:

The standalone financial results of your Company for the financial year ended March 312016 are summarized below:

(Amount in Rs.)
Particulars Year ended March 31 2015 Year ended March 31 2015
Sales 203236436 54495751
Other Income 15684083 16334349
Total Expenditure 205540020 84902404
Depreciation 473460 825169
Profit before Tax 12907039 (14897473)
Provision for Taxes
Current 2631597 -
Deferred 113071902 (2399138)
MAT 3664347 -
Profit(Loss) after Taxes (106460806) (12498335)

DIVIDEND

With view to conserve resources of the Company the Board of Directors of the Companyhas not recommended any dividend for the year 2015-16.

CAPITAL

The company s present paid up capital stands at Rs. 81720000 comprising of 8172000equity shares of Rs. 10/- each. The Company had during the year Buy Back 2723000 EquityShare of Rs.10/- each and has not issued any shares with differential voting rights norgranted stock options nor sweat equity.

OPERATIONS

During the year under review the sales turnover registered an increase from Rs.54495751in last year to Rs. 203236436 in current year. The existing business hasbeen effected by adverse market conditions prevailing in the market. The Company importsyarn from China as well as purchase from importers and sells it in local market. TheCompany is getting most of its yarn air spliced which makes its knot less. This is valueaddition for the Company s product to be well accepted in local market. Company hasposted a before tax profit of Rs. 12907039/- during the year in comparison to Lossbefore tax of Rs. 12498335/- in the last year.

Yarn & Thread will be the thrust areas of business for the Company in the comingyears.

The Company s Yarn and thread products are very well accepted due to the ISOcertification quality improvement and timely delivery policy. The Company hasconcentrated on its goals of consolidating and strengthening its marketing networkdelivering quality products and cutting cost wherever possible. Various organizationdevelopment initiatives were undertaken during the year. These are expected to help createa robust organization based on strong values uniform and systematic business processesand people empowerment.

The Management Discussion and Analysis Report deals with the operations of your Companyin detail and forms part of this Annual Report. Your directors are hopeful of betterresults for the company in the current year.

FUTURE OUTLOOK

The turnover of the Company during the year has increased. Your directors are hopefulof better results for the company in the current year.

DEPOSITS:

During the year under review the Company has not accepted any deposits falling withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance orDeposits) Rules2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the current financial year the Company has not given any Loan Guarantees orInvestments covered under the provisions of Section 186 of the Companies Act 2013.Particulars of Investment made/loan given under section 186 of the Companies Act 2013 areprovided in the financial statement.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an internal control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions report to the Chairman of theAudit Committee and to Chairman and Managing Director of the Company. The Internal Auditmonitors and evaluates the efficiency and adequacy of internal control systems in thecompany. It s compliances with operating systems accounting procedure and policies at alllocations of the Company.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.

FINANCIAL STATEMENT

The audited financial statement of the Company prepared in accordance with relevantAccounting Standards (AS) issued by the Institute of Chartered Accountants of India formspart of this Annual Report. The Compliance Officer will make these documents availableupon receipt of a request from any member of the Company interested in obtaining the same.These documents will also be available for inspection at the Registered Office of yourCompany during working hours up to the date of the Annual General Meeting.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.

MAJOR IMPLICATIONS UNDER COMPANIES ACT 2013:

As required under section 134 (2) (e) and section 178 (4) of the Companies Act 2013your Company has constituted following committees and their policies namely: ? Nominationand Remuneration Committee & Policy ? Stakeholder Relationship Committee All otherchanges as required by the Act have been in place and we re-affirm our commitment to thehighest level of Corporate Governance.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per Section 217(1)(e) of the Companies Act 1956 readwith 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 312016.Since the Company's operations involve low consumption of energy the Company has nocomments to offer as far as (a) conservation of energy and (b) Technology absorptions areconcerned.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange earned during the period under consideration was Rs. NIL Foreignexchange expenditure incurred during year amounted to Rs.NIL

DIRECTORS:

The Board of Directors is duly constituted. As per provisions of Companies Act 2013for retirement by rotation all executive directors are now liable to retire by rotation.The Company has formulated a policy on director appointment & remuneration includingcriteria for determining qualifications positive attributes independence of director& other matters as provided under section 178(3) of the Companies Act 2013 & suchpolicy is annexed with the Director Report. The details of familiarization programme forIndependent Directors have been disclosed on website of the Company. Pursuant to theprovisions of the Companies act 2013 and SEBI (Listing Obligation and DisclosureRequirements) 2015 evaluation of every Directors performance was done by the Nominationand Remuneration Committee. The performance evaluation of the Non Independent Directorsand the Board as a whole committees thereof and the chairperson of the company wascarried out by the Independent Directors. Evaluation of the Independent Directors wascarried out by the entire Board of Directors excluding the Directors being evaluated.

A structured questionnaire was prepared after circulating the draft norms coveringvarious aspects of the evaluation such as adequacy of the size and composition of theBoard and Committee thereof with regard to skill experience independence diversityattendance and adequacy of time given by the directors to discharge their dutiesCorporate Governance practices etc. The Directors expressed their satisfaction with theevaluation process. The following policies of the company are attached herewith and markedas Annexure 1 Annexure 2 and Annexure 3. Policy on appointment of Directors and SeniorManagement (Annexure 1)

Policy on Remuneration to Directors (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS ANDKEY MANAGERIAL PERSONNEL:

During the year there is no change in Directors and Key Managerial Personnel.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Akil A. Rassai was re - appointed as theManaging Director of the Company for the period 1st September 2015 to 31stAugust 2020and Ms. Shabana Mistry was appointed as Executive Director designated asChief Financial Officer of the Company for the period 24th March 2015 to 23rdMarch 2020. Mr. Anil Kumar Singla is the Company Secretary of the Companydesignated as "Key Managerial Personnel" of the Company pursuant to Section 203of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

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) are being appointed as an IndependentDirector of the Company and all independent Directors have given declarations that theymeet the criteria of independence as laid down under section 149(6) of the Companies Act2013 and clause 49 of the Listing Agreement. An Independent director shall hold office fora term upto five consecutive years on the Board of a Company but shall be eligible forreappointment for next five years on passing of a special resolution by the Company anddisclosure of such appointment in the Board report.

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 9(Nine) Board meetings and 4(Four) Audit Committee Meeting were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. All the Directors actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.

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 slength basis and were in the ordinary course of business except leasing of office forregistered office which is on arm s length basis as per requirements of the company.

There were no materially significant related party transactions as per companiespolicy with the Company s Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval and the particulars ofcontracts entered during the year as per Form AOC-2 is enclosed as Annexure B. The Boardof Directors of the Company has on the recommendation of the Audit Committee adopted apolicy to regulate transactions between the Company and its Related Parties in compliancewith the applicable provisions of the Companies Act 2013 the Rules there under and theListing Agreement. This Policy was considered and approved by the Board has been uploadedon 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 fromRegulations Courts or Tribunals during the year which may impact the going concernstatus or the Company s operations in future.

LISTING WITH STOCK EXCHANGES:

Your Company continues to be listed on the Bombay Stock Exchange where the Company sshares are being traded. The company has paid listing fee for the year 2016-17.

DEMATERIALISATION OF SHARES:

99.80% of the company s paid up Equity Share Capital is in dematerialized form as on 31stMarch 2016 and balance 0.20 % is in physical form.

EXPLANATION OR COMMENTS ON AUDITORS’ REPORT AND

SECRETARIAL AUDIT REPORT:

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013. There are no qualificationsreservations or adverse remarks or disclaimer made by the statutory auditors in theiraudit 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 nolisted company shall appoint or reappoint an audit firm as auditor for more than two termsof five consecutive years. Every company existing on the commencement of the Act isrequired to comply with requirements of Section 139(2) within three years from the date ofcommencement of the Act. The present Statutory Auditors of the Company Mr. Salim A.Kantawala Chartered Accountant (Firm Registration No. PU0104006510(S1/5) retire asAuditors of the Company at the conclusion of the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment. The Company has obtained writtencertificate from the retiring auditors to the effect that the appointment if made willbe in accordance with the limit specified in Section 141 of the Companies Act 2013. TheBoard has recommended their re-appointment to hold the office till the conclusion of nextAnnual General meeting i.e. within the transition period allowed as per the CompaniesAct 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 hasappointed Miss. Sherlyn Rebello& Associates Practicing Company Secretary to undertakeSecretarial Audit of the Company for the financial year 2015-16. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended 31stMarch 2016the applicable accountingstandards have been followed along with properexplanation relating to material departures

. ii. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31stMarch 2016.

iii. The Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

vi. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company s internal financial controls were adequate and effectiveduring FY 2015-16.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2015-16 and meetingsattended by each member of the Committee as required under the Companies Act 2013 areprovided in Corporate Governance Report forming part of this report. The recommendation bythe Audit Committee as and when made to Board has been accepted by it.

RISK MANAGEMENT

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

VIGIL / WHISTLE BLOWER MECHANISM

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.

CORPORATE GOVERNANCE

Aseparate report on Corporate Governance as stipulated under the SEBI (LODR)Regulations 2015 forms part of this Report. The requisite certificate from the Auditor ofthe Company regarding compliance with the conditions of corporate governance is attachedto the report on corporate governance report and management discussion and analysis areattached which form part of this report.

MANAGING DIRECTOR’S CERTIFICATE

A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company has been duly constituted having three membersnamely: 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 theMembers of the Board and all employees in the course of day to day business operations ofthe Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith 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 theCompany.

PARTICULARS OF EMPLOYEES:

The prescribed particulars of the employees required under Rule 5 (1) of the Companies(Appointment and Remuneration) Rules 2014 are attached as Annexure -4 and forms part ofthis report. None of the employees of the Company is in receipt of remuneration prescribedunder Section 197 (12) of the Companies Act 2013 read with rule 5(2) of the Companies(Appointment and Remuneration) Rules 2014. Thus furnishing of particulars under theCompanies (Appointment and Remuneration) Rules 2014 does not arise.

CORPORATE SOCIAL RESPONSIBILITY

The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts ortribunals which may impact the going concern status of the Company and its operations infuture.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March2016 have been disclosed as per Schedule III to the Companies Act 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013 introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.

For and on behalf of the Board
Sd/- Sd/-
Akil A. Rassai Hussain A. Rassai
Dated: 06/08/2016 Managing Director Joint Chairman
Place: Mumbai DIN: 00021329 DIN: 00021454

ANNEXURE 1

TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT

Appointment of Directors

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligations as Director for informed and balanced decision making;

3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors; Based on the recommendations of theNRC the board will evaluate the candidates and decide on the selection the appropriatemember. The Board through the Chairman or the Managing Director & CEO will interactwith the new member to obtain his/her consent for joining the Board. Upon receipt of theconsent the new Director will be coopted by the Board in accordance with the applicableprovisions of the Companies Act 2013 and Rules made there under.

Removal of Directors

If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions.

Senior Management Personnel

The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team. Senior Management personnel are appointed or promotedand removed/relieved with the authority of Managing Director & CEO based on thebusiness need and the suitability of the candidate. The details of the appointment madeand the personnel removed one level below the Key Managerial Personnel during a quartershall be presented to the Board. By Order of the Board

For Vyapar Industries Limited
Registered Office: Sd/- Sd/-
145 S.V. Road Khar (W) Akil A. Rassai Hussain A. Rassai
Mumbai-400 052 Managing Director Joint Chairman
Aug 6 2016 DIN: 00021329 DIN: 00021454

ANNEXURE 2

TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2016

POLICY FOR REMUNERATION OF THE DIRECTORS

General

This Policy sets out the approach to Compensation/remuneration/commission etc. will bedetermined by Committee and Recommended to the Board of Directors for approval. Alsoremuneration to be paid to the Managing Director other executive directors in accordancewith provisions of Companies Act 2013 and other statutory provisions if any wouldrequire to complying for time being of appointment of such person.

Policy Statement

The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Directors for achieving objectivesof Company and to become a major player in market to be the most trusted brand in thebusiness we operate in and focus on customer serenity through transparency quality and ontime delivery to be a thought leader and establish industry benchmarks in sustainabledevelopment.

In order to effectively implement this the Company has built a Compensation structureby a regular annual benchmarking over the years with relevant players across the industrythe Company operates in.

Non-Executive Including Independent Directors

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as director s participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreementwith Stock Exchanges and such other factors as the NRC may consider deem fit fordetermining the compensation. The Board shall determine the compensation to Non-ExecutiveDirectors within the overall limits specified in the Shareholders resolutions.

Managing Director and Executive Director

Remuneration of the MD and Executive Directors reflects the overall remunerationphilosophy and guiding principle of the Company. While considering the appointment andremuneration of Managing Director and Executive Directors the NRC shall consider theindustry benchmarks merit and seniority of the person and shall ensure that theremuneration proposed to be paid is commensurate with the remuneration packages paid tosimilar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.

The remuneration to the MD shall be recommended by NRC to the Board. The remunerationconsists of both fixed compensation and variable compensation and shall be paid as salarycommission performance bonus stock options (where applicable) perquisites and fringebenefits as per the policy of the Company from time to time and as approved by the Boardand within the overall limits specified in the Shareholders resolution. While the fixedcompensation is determined at the time of appointment the variable compensation will bedetermined annually by the NRC based on the performance of MD. The term of office andremuneration of MD is subject to the approval of the Board of Directors shareholders andCentral Government as may be required and within the statutory limits laid down in thisregard from time to time.

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay subject to the requisite approvals remuneration to its MD inaccordance with the provisions of Schedule V to the Companies Act 2013 If a MDdraws or receives directly or indirectly by way of remuneration any such sums in excessof the limits prescribed under the Companies Act 2013 or without the prior sanction ofthe Central Government where required he / she shall refund such sums to the Company anduntil such sum is refunded hold it in trust for the Company. The Company shall not waiverecover y of such sum refundable to it unless permitted by the Central Government of theCompany. Remuneration for MD is designed subject to the limits laid down under theCompanies Act 2013 to remunerate him / her fairly and responsibly.

The remuneration to the MD comprises of salary perquisites and benefits as per policyof the Company and performance based incentive apart from retirement benefits like P.F.Superannuation Gratuity Leave Encashment etc. as per Rules Salary is paid within therange approved by the Shareholders. Increments are effective annually as recommended/approved by the NRC / Board. The MD is entitled for grant of Stock Options as per theapproved Stock Options Schemes of the Company from time to time

Directors

The MD is an executive of the Company and draws remuneration from the Company. TheNon-Executive Independent Directors receive sitting fees for attending the meeting of theBoard and Committee thereof as fixed by the Board of Directors from time to time subjectto statutory provisions. The Non-Executive Independent Directors would be entitled to theremuneration under the Companies Act 2013. In addition to the above the Directors areentitled for reimbursement of expenses incurred in discharge of their duties. The Companymay also grant Stock Options to the eligible employees and Directors (other thanIndependent Directors) in accordance with the ESOP Schemes of the Company from time totime and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Company s Board of DirectorsManaging Director and Executive Directors and KMP/senior management personnel may bedisclosed in the Board s report and the Company s annual report / website as per statutoryrequirements in this regard. By Order of the Board

For Vyapar Industries Limited
Registered Office: Sd/- Sd/-
145 S.V. Road Khar (W) Akil A. Rassai Hussain A. Rassai
Mumbai-400 052 Managing Director Joint Chairman
Aug 06 2016 DIN: 00021329 DIN: 00021454

ANNEXURE 3

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES

This policy shall be effective from the financial year 2015-16.

Objective

To establish guidelines of remuneration/ compensation/ commission etc. to be paid foremployees by way of fairly and in keeping with Statutes it will be determined by theNomination & Remuneration committee (NRC) and the NRC will recommend to the Board forapproval.

Standards

1. All employees irrespective of contract are to be paid remuneration fairly and theremuneration is to be externally competitive and internally equitable. The remunerationwill be paid in accordance with the laid down Statutes.

2. Remuneration for on-roll employees will include a fixed or guaranteed componentpayable monthly; and a variable component which is based on performance and paid annually.

3. The fixed component of remuneration will have a flexible component with a bouquet ofallowances to enable an employee to choose the allowances as well as the quantum based onlaid down limits as per Company policy. The flexible component can be varied only onceannually in the month of July after the salary increment exercise.

4. The variable component of the remuneration will be a function of the employee sgrade.

5. The actual pay-out of variable component of the remuneration will be function ofindividual performance as well as business performance. Business performance is evaluatedusing a Balance Score Card (BSC) while individual performance is evaluated on Key ResultAreas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive atthe BSC rating of the business and PPS rating of the individual.

6. An Annual compensation survey is carried out to ensure that the Company scompensation is externally competitive. Based on the findings of the survey and thebusiness performance the committee decides:

(i) The increment that needs to be paid for different performance ratings as well asgrades.

(ii) The increment for promotions and the total maximum increment.

(iii) The maximum increase in compensation cost in % and absolute.

(iv) Compensation corrections are made in a few cases where it is outside the band orto keep it tune with the market.

By Order of the Board
For Vyapar Industries Limited
Registered Office: Sd/- Sd/-
145 S.V. Road Khar (W) Akil A. Rassai Hussain A. Rassai
Mumbai-400 052 Managing Director Joint Chairman
Aug 06 2016 DIN: 00021329 DIN: 00021454

ANNEXURE "A" TO BOARD’S REPORT

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

{Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014}

To

The Members

VYAPAR INDUSTRIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by VYAPAR INDUSTRIES LIMITED (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the VYAPAR INDUSTRIES LIMITED books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31stMarch 2016 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the bookspapers minute books forms and returns filed and other records maintained by VYAPARINDUSTRIES LIMITED ("the Company") for the financial year ended on 31stMarch 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ( SCRA ) and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act 1992 ( SEBI Act ) are applicable to the Company:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefit)Regulation 2014; - Not applicable as the Company has not issued ESOPs.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;-Not applicable as the Company has not listed its Debt Securities.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; Notapplicable as the Company is not registered as Registrar to an issue and Share TransferAgent during the financial year under review.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; Not applicable as the Company has not delisted its equity sharesfrom any Stock Exchange during the financial year under review and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (vi) we have also examined the compliances of the provisions of the following otherlaws applicable specifically to the Company wherein we have also relied on the compliancecertificates issued by the head of the respective departments in addition to the checkscarried out by us:

1) Environment Protection Act 1986.

We have also examined compliance with the applicable clauses of the following: (i)Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) TheListing Agreements entered into by the Company with Stock Exchanges.

Based on our verification of the Company s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and its authorized representatives duringthe conduct of Secretarial Audit we hereby report that in our opinion during the periodunder review the Company has complied with the provisions of the Act Rules RegulationsGuidelines Standards etc. mentioned.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company took approval ofshareholders by Special resolution passed through postal ballot on 22ndSeptember 2015 for approving Buy Back of 2723000 Equity shares of the Company. TheCompany completed Buy Back of 2723000 Equity Shares of Rs.10/- each at Rs.30/- per shareduring the period under Audit.

For Sherlyn Rebello & Associates
Company secretaries
Sd/-
Sherlyn Rebello
Proprietor
Place: Mumbai ACS No. 41541
Dated: 06thAugust 2016 C P. No. 16401

ANNEXURE "B" TO BOARD’S REPORT

FORM AOC - 2

{Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014} Form for Disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act 2013 including certain arm s lengthtransaction under third proviso is given below:

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

The particulars of Contracts or Arrangements with related parties along withjustification of these contracts pursuant to requirements of Section 134 (h) and 188 (2)of the Companies Act 2013 is given hereunder.

1. Details of contracts or arrangements or transactions not at arm s length basis

Sr. N o. Name(s) of the related party and and nature of relations hip Nature of contracts / arrangeme nts / transactio ns Duration of the contracts / arrangeme nts / transactio n Salient terms of the contracts or arrangeme nts or transactio ns including the value if any Justificati on for entering into such contracts or arrangeme nts or transactio n Date(s ) of approv al by the Board Amoun t paid as advanc es if any Date on which the special resoluti on was passed in general meeting as require d under first proviso to section 188
1 Nil

2. Details of material contracts or arrangement or transactions at arm s length basis.

Sr. No . Name(s of the related party and and nature of relationshi p Nature of contracts / arrangement s / transactions Duration of the contracts / arrangeme nts / transactio ns Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
1 Mr. Hussain A. Rassai Joint Chairman of the Company Mr. Akil A. Rassai Managing Director of the Company Mrs. Shamima A. Rassai mother of Mr. Akil A. Rassai& Mr. Hussain A. Rassai are also Owners of premises rented to Company for Office. Leave and License Agreement From 1 st April 2012 to 31st March 2017 Three Leave and License Agreement for premises situated at 145 S.V. Road Khar (W) Mumbai- 400052 taken on lease by Company for Registered office from 3 owners Mr. Hussain A. Rassai Mr. Akil A. Rassai& Mrs. Shamima A. Rassai at monthly rent of Rs.300000 per month divided intoRs.100000/ - per month payable to each per month with an escalation to Rs. 450000 per month i.e Rs.150000/- per month to each payable monthly from 1st April 2015. 30.01.2012 Interest free Security Deposit of Rs.10800000/ - (Rupees One Crore And Eight Lakhs) i.eRs. 3600000/- (Rupees Thirty Six Lakhs Only) each.
2 Mr. Abbas A. Rassai Director of the Company as he is also Sole proprietor of Ashar Traders. Sales to Ashar Traders in the ordinary course of business at arm s length during the year 2015- 16 From 1 st April 2015 to 31st March 2016 Sales of Rs. 42699731.00 to Ashar Traders in the ordinary course of business at arm s length basis during the year 2015-16 30.05.2016 NIL
Mr. Hussain A. Rassai Joint Chairman & Mr. Akil A. Rassai Managing Director of the Company may also be deemed to be related as they both are sons of Mr. Abbas A. Rassai .

Annexure-4

vii) DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES2014

i. The percentage increase in remuneration of each Director Chief Financial Officerand

Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each key Managerial Personnel(KMP) againstthe performance of the Company are as under:

Sr No Name of Director / KMP and Designation Remuneratio n of Director / KMP for financial year 2015-16. (Rs. In Lacs) % increase in Remuneration in the Financial year 2015-16 Ratio of remuneratio n of each Director to median remuneratio n of employees Comparison of the Remuneratio n of the KMP against the performance of the Company
1. Shri Abbas A. Rassai Chairman Rs. Nil -100.00% N.A. N.A
2. Mr. Hussain A. Rassai Joint Chairman(Whole-time Director) Rs.285000/- No change 1.41 Times N.A
3. Mr. Akil A. Rassai Managing Director Rs.285000/- No change 1.41 Times N.A
4. Ms. Shabana Mistry C.F.O. (Whole Time Director) Rs.127800/- 10.17 % N.A. N.A
5. Mr. Anil Kumar Singla (Company Secretary) Rs.289619/- 19.67 % N.A N.A

ii. The median remuneration of employees of the Company during the financial year wasRs. 201730/-.

iii. In the financial year there was an decrease of 0.20% in the median remunerationof employees

iv. There were Eleven permanent employees on the rolls of Company as on March 31 2016.

v. Relationship between average increase in remuneration and company performance: -

Company has posted a before tax profit of Rs. 12907039/- during the year incomparison to Loss before tax of Rs. 12498335/- in the last year. There was no increasein median remuneration.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company: There was decrease in the total remuneration of Key ManagerialPersonnel.

vii. a) Variations in the market capitalization of the Company: The marketcapitalization as on March 31 2016 was Rs.21.98 crore (Rs.36.50 crore as on March 312015)

b) Price Earnings ratio of the Company as at March 31 2016 was at (13.01) and as(1.15) at March 31 2015 .

viii) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: - Not Applicable.

For and on behalf of the Board AKIL A. RASAAI
Dated: 06/08/2016 Managing Director
Place: Mumbai DIN NO: 00021329