Your Directors are pleased to present the 33rdAnnual Report and thecompanys audited financial statement for the financial year ended March 31 2018.
The standalone financial results of your Company for the financial year ended March 312018 are summarized below:
| ||(Amount in Rs.) |
|Particulars ||Year ended March 31 2018 ||Year ended March 31 2017 |
|Sales ||21626238 ||11882135 |
|Other Income ||7497459 ||17807424 |
|Total Expenditure ||29739980 ||24478460 |
|Depreciation ||- ||447617 |
|Profit before Tax ||(616083) ||4608987 |
|Provision for Taxes || || |
|Current ||- ||878243 |
|Deferred ||35630 ||- |
|MAT ||- ||824677 |
|Profit(Loss) after Taxes ||(651913) ||2906067 |
|Other Comprehensive Income ||78485020 ||39474648 |
|Total Comprehensive Income For the period ||77833107 ||41067351 |
With view to conserve resources of the Company the Board of Directors of the Companyhavenot recommended any dividend for the year 2017-18.
The companys present paid up capital stands at Rs. 61320000 comprising of6132000 equity shares of Rs. 10/- each. The Company has during the year not issued anyshares with differential voting rights nor granted stock options nor sweat equity. Duringthe year the Company has completed buyback of 2040000 Equity Shares of the Company on21stSeptember 2017 at a price of Rs. 38/- (Rupees Thirty Eight only) perequity share aggregating to Rs. 77520000/- (Rupees Seven Crores Seventy Five LakhsTwenty Thousand only) being 15.11% of the fully paid-up Equity Share Capital and freereserves as per the audited accounts of the Company for the financial year ended March 312016 through the Tender Offer mechanism;
During the year under review the sales turnover registered anincrease fromRs.11882135in last year to Rs.21626238 in current year. The existing business hasbeen effected by adverse conditions prevailing in the market. The Company imports yarnfrom China as well as purchases from importers and sells it in local market. The Companyis getting most of its yarn air spliced which makes its knots less. This is value additionfor the Companys product to be well accepted in local market. Company has posted aloss of Rs. 616283/- during the year in comparison to profit before tax of Rs.3776605/- in the last year. Yarn & Thread will be the thrust areas of business forthe Company in the coming years. The
Companys 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 organizational development initiatives were undertaken during the year. Theseare expected to help create a robust organization based on strong values uniform andsystematic business processes and 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 better results for the company in the current year.
There has been loss during the year under review due to adverse market conditionshowever the sales of the Company saw a tremendous increase in volume. Your directors arehopeful of better results for the company in the current year.
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 financial year under review the Company has not given any Loan Guaranteesor made any Investments covered under the provisions of Section 186 of the Companies Act2013.
INTERNAL FINANCIAL CONTROLSYSTEMS 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 Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in the company and compliances with operating systems accountingprocedure 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 underNote to the financial statements of the Company.
The audited financial statement of the Company prepared in accordance with theCompanies Act 2013 and relevant Accounting Standards (AS) issued by the Institute ofChartered Accountants of India forms part of this Annual Report. The Compliance Officerwill make these documents available upon receipt of a request from any member of theCompany interested in obtaining the same. These documents will also be available forinspection at the Registered Office of your Company during working hours up to the date ofthe 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.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
This information is required as per Section 134(3)(m) of the Companies Act 2013 readwith rule 8 of the Companies (Accounts) Rules 2014. Since the Company's operationsinvolve 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. Foreignexchange expenditure incurred during year amounted to Rs.NIL.
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 theNomination and Remuneration Committee. The performance evaluation of the Non IndependentDirectors and the Board as a whole committees thereof and the chairperson of the companywas carried out by the Independent Directors. Evaluation of the Independent Directors wascarried out by the entire Board of Directors excluding the Directors being evaluated. Astructured questionnaire was prepared after circulating the draft norms covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the directors to discharge their duties CorporateGovernance practices etc. The Directors expressed their satisfaction with the evaluationprocess.
The following policies of the company are available on website of the Companywww.vyaparindustries.com. Policy on appointment of Directors and Senior Management Policyon Remuneration to Directors Policy on Remuneration of Key Managerial Personnel andEmployees
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS ANDKEY MANAGERIAL PERSONNEL:
During the year there was no change in Directors and Key Managerial Personnel.
KEY MANAGERIAL PERSONNEL
Mr. Akil A. Rassai is the Managing Director of the Company upto 31stAugust 2020 Ms. Shabana Mistry is an Executive Director designated as ChiefFinancial Officer upto 23rd March 2020 and Mr. Anil Kumar Singlais the Company Secretary of the Company. They are designated as "Key ManagerialPersonnel" of the Company pursuant to Section 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial 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 the Independent Directors of the Company and allindependent Directors have given declarations that they meet the criteria of independenceas laid down under section 149(6) of the Companies Act 2013.
MEETING OF BOARD OF DIRECTORS:
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 8(Eight) Board meetings and 5(Five) 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 anarms length basis and were in the ordinary course of business. There were materiallysignificant related party transactions with the Companys Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as Annexure B.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the SEBI LODR. This Policy was considered and approved by the Board hasbeen uploaded on the website of the Company at www.vyaparindustries.com.
SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND 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 concern status or theCompanys operations in future.
LISTING WITH STOCK EXCHANGES:
Your Company continues to be listed on the Bombay Stock Exchange where theCompanys shares are being traded. The company has paid listing fees for thefinancial year 2018-19.
DEMATERIALISATION OF SHARES:
99.927% of the companys paid up Equity Share Capital is in dematerialized form ason 31st March 2018 and balance 0.0737 % is in physical form. You Boardrequests the holders of physical shares to apply for dematerialization of shares astransfer of physical shares may be discontinued in the near future.
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 qualifications reservations or adverse remarks or disclaimer made by thestatutory auditors in their audit report or by the practicing company secretary in thesecretarial audit report
The Statutory Auditor has not reported any incident of fraud of the company during thefinancial year 2017-2018.
CASH FLOW STATEMENT
Cash flow statement pursuant to Regulation 34(2)(c) of the SEBI LODR is attachedherewith
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 CompanyM/s.M.M.PARIKH& CO. Chartered Accountants Mumbai (ICAI Registration No.107557W)have been appointed at the 32nd AGM of the Company for a period of 5 yearssubject to ratification at every subsequent AGM. Accordingly your Board recommends theratification of their appointment for FY 2018-19 The Company has obtained eligibilitycertificate from the auditors along with written certificate from to the effect that theappointment if made will be in accordance with the limit specified in Section 141 of theCompanies Act 2013.
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 hadappointed M/s. Sherlyn Rebello& Associates Company Secretaries to undertakeSecretarial Audit of the Company for the financial year 2017-18. The Secretarial AuditReport does not contain any qualification reservation or adverse remark except that theminimum public shareholding of the Company fell to 24.44 percent i.e below statutoryrequirement of 25 % due to the buyback of Equity shares completed on 21stSeptember 2017. Your management is taking necessary steps to comply with the MinimumPublic Shareholding ("MPS") requirements in the manner prescribed by SEBI withinstipulated time.
MAINTENANCE OF COST RECORDS:
The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not required for yourCompany and accordingly such accounts and records are not made and maintained by theCompany
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 31 March2018 the applicable accounting standards have been followed along with properexplanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year ended 31st March 2018.
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 Companys internal financial controls were adequate andeffective during FY 2017-18.
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 2017-18 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 by the Audit Committee as and when made to Board has been acceptedby it.
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.
The Company has put in place Vigil Mechanism. The detailed mechanism is given inCorporate Governance Report forming part of this report.
Aseparate report on Corporate Governance as stipulated under the SEBI(LODR) Regulations2015 forms part of this Report. The requisite certificate from the Auditor of the Companyregarding compliance with the conditions of corporate governance is attached to the reporton corporate governance report and management discussion and analysis are attached whichform part of this report.
MANAGING DIRECTORS CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
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:
During the year under report none of the employees of the company was in receipt ofremuneration for any part of the year in excess of the amount of remuneration prescribedin section 197 of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedup to date.
The information required under section 197 of the act read with Rule 5(1) of thecompanies (Appointment and Remuneration) Rules 2014 is annexed as Annexure "D"and forms a part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Networth Turnover and Profit of theCompany are below the threshold 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 March2018 have been disclosed as per Schedule III to the Companies Act 2013.
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 2017-2018 is attached to the Balance Sheet.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company is committed to provide a healthy environment to all the employees and thusdoes not tolerate any sexual harassment at workplace. The Company has in place Policy onprevention Prohibition and Redressal of Sexual Harassment. . The policy aims to provideprotection to employees at the workplace and preventing and redressing complaints ofsexual harassment and it covers matters connected or incidental thereto. The Company hascomplied with the provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (prevention Prohibition and Redressal)Act 2013 The company has not received any compliant of sexual harassment during thefinancial year 2017-2018.
All assets of the company including inventories building plant and machineries areadequately insured.
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 Companysperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.
|Dated: 30/05/2018 ||For Vyapar Industries Limited || |
|Place: Mumbai ||Sd/- ||Sd/- |
| ||Akil A. Rassai Hussain A. Rassai || |
| ||Managing Director ||Joint Chairman |
| ||DIN: 00021329 ||DIN: 00021454 |