DIRECTORS REPORT Dear Shareholders, Your 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. 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 31 st 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 |