Your Directors are pleased to present the 32ndAnnual Report and the companysaudited financial statement for the financial year ended March 31 2017.
The standalone financial results of your Company for the financial year ended March 312017 are summarized below:
| ||(Amount in Rs.) |
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Sales ||11882135 ||203236436 |
|Other Income ||17652929 ||15684083 |
|Total Expenditure ||24478460 ||205540020 |
|Depreciation ||447617 ||473460 |
|Profit before Tax ||4608987 ||12907039 |
|Provision for Taxes || || |
|Current ||878243 ||2631597 |
|Deferred ||- ||113071902 |
|MAT ||824677 ||3664347 |
|Profit(Loss) after Taxes ||2906067 ||(106460807) |
With view to conserve resources of the Company the Board of Directors of the Companyhave not recommended any dividend for the year 2016-17.
The companys present paid up capital stands at Rs. 81720000 comprising of8172000 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.
During the year under review the sales turnover registered a fall from Rs. 203236436in last year to Rs.11882135 in current year. The existing business has been effected byadverse market conditions prevailing in the market. The Company imports yarn from China aswell as purchase from importers and sells it in local market. The Company is getting mostof its yarn air spliced which makes its knot less. This is value addition for theCompanys product to be well accepted in local market. Company has posted a beforetax profit of Rs. 4608987/- during the year in comparison to profit before tax of Rs.12907039/- 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 wellaccepted due to the ISO certification quality improvement and timely delivery policy. TheCompany has concentrated on its goals of consolidating and strengthening its marketingnetwork delivering quality products and cutting cost wherever possible. Variousorganization development initiatives were undertaken during the year. These are expectedto help create a robust organization based on strong values uniform and systematicbusiness 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.
The turnover of the Company during the year has fallen due to adverse market conditionsand demonetization . Your directors are hopeful of better results for the company in thecurrent 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 Investments covered under the provisions of Section 186 of the Companies Act2013.Particulars of Investment made/loan given under section 186 of the Companies Act2013 are provided in the financial statement.
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. Its 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 as partof the financial performance of the Company.
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.
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 2014Since the Company's operations involvelow consumption of energy the Company has no comments to offer as far as (a) conservationof 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 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. 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 attached herewith and marked as Annexure 1Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management(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 was no change in Directors and Key Managerial Personnel.
KEY MANAGERIAL PERSONNEL
Mr. Akil A. Rassai is the Managing Director of the Company upto 31st August2020 Ms. Shabana Mistry is an Executive Director designated as Chief FinancialOfficer upto 23rd March 2020 and Mr. Anil Kumar Singla is the CompanySecretary of the Company. They are designated as "Key Managerial Personnel" ofthe Company pursuant to Section 203 of the Companies Act 2013 read with 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. An Independent directorshall hold office for a term upto five consecutive years on the Board of a Company butshall be eligible for reappointment for next five years on passing of a special resolutionby the Company and disclosure 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 7(Seven) Board meetings and 6(Six) 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 nomaterially significant related party transactions with the Companys PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal 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 COMPANYf 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 fee for the year2017-18.
DEMATERIALISATION OF SHARES:
99.80% of the companys paid up Equity Share Capital is in dematerialized form ason 31st March 2017 and balance 0.20 % is in physical form.
EXPLANATION OR COMMENTS ON AUDITORSf REPORT AND SECRETARIAL AUDIT
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 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 Company Mr. Salim A.Kantawala Chartered Accountant (Firm Registration No. 038859) retire as Auditors of theCompany at the conclusion of the ensuing Annual General Meeting.Since Mr. Salim A.Kantawala have completed more than two terms of 5 years each and the transition period of3 years from the date of commencement of Companies Act 2013 the Company is now requiredto appoint a new Statutory Auditors in place of Mr. Salim A. Kantawala for a term of 5consecutive years w.e.f the conclusion of the 32nd Annual General Meeting.
M/s.M.M.PARIKH & CO. Chartered Accountants Mumbai (ICAI Registration No.107557W)have confirmed that their appointment if made would be acceptable to them and would bein compliance with the statutory requirements under the Companies Act 2013 read withRule 10 of the Companies (Audit and Auditors) Rules 2014 as amended from time to timeand SEBI LODR Regulations. The Board of Directors at its meeting held on 30th May 2017based on recommendation of Audit Committee and subject to approval of the shareholdershas appointed M/s.M.M.PARIKH & CO. Chartered Accountants Mumbai as the statutoryAuditors of the Company in place of Mr. Salim A. Kantawala for a term of 5 consecutiveyears w.e.f. the conclusion of the 32nd Annual General Meeting.
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 M/s. Sherlyn Rebello & Associates Company Secretaries to undertakeSecretarial Audit of the Company for the financial year 2016-17. 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 thefinancial year ended 31st March 2017 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures. ii. The Directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the Company for the year ended 31st March 2017. iii. The Directors havetaken sufficient and proper care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting material fraud and other irregularities. iv.The Directors have prepared the Annual Accounts on a going concern basis. v. There areproper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. vi. Thatthe Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.
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 2016-17.
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 2016-17 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.
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.
A separate 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 DIRECTORfS 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 - C and forms part ofthis report.
None of the employees of the Company is in receipt of remuneration prescribed underSection 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 worth Turnover and Profit of theCompany arebelow 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 March 2017 havebeen 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 2016-2017 is attached to the Balance Sheet. Pursuant to thelegislation
Prevention Prohibition and Redressal of Sexual Harassment of Women at WorkplaceAct 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.
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 verywarmly 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.
| ||For and on behalf of the Board |
| ||AKIL A. RASSAI |
|Dated: 30/05/2017 ||Managing Director |
|Place: Mumbai ||DIN NO: 00021329 |