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Directors Report of Vyapar Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 30th Annual Report of the Company along with the audited statements of accounts for the year ended March 31,2015.

Financial Results :

The standalone financial results of your Company for the financial year ended March 31, 2015 are summarized below :

(Amount in Rs.) Particulars Year ended Year ended March 31, 2015 March 31, 2014

Sales 5,44,95,751 37,15,46,322

Other Income 1,66,56,584 83,56,717

Total Expenditure 8,52,24,639 37,12,18,989

Depreciation 8,25,169 5,58,003

Profit before Tax (1,48,97,473) 61,26,046

Provision for Taxes Current - 11,67,300

Deferred (23,99,139) (40,698)

MAT - 3.53.937

Profit (Loss) after Taxes (1,24,98,335) 46,45,507

Opening Balance (surplus) (10,41,847)

Add Profit for the year 46,45,507

36,03,660

Appropriation

IT Refund A.Y 2008-09 (25,273)

Short Provision for Tax for A.Y. 2008-09 27,590

MAT Credit Entitlement (56,60,882)

Short Provision for Tax for A/Y 2010-11 1,51,697

Short Provision for Tax for A/Y 2011-12 1,79,772

Total 89,30,756

Balance Carried to Reserves 65,21,80,756

Note- Sales figures mentioned above are presented after making adjustment in exchange difference.

DIVIDEND

With view to conserve the resources of the Company, the Board of Directors of the Company has not recommended any divided for the year 2014-15.

CAPITAL

The company's present paid up capital stands at Rs. 10,89,50,000 comprising of 1,08,95,000 equity shares of Rs. 10/- each. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity.

OPERATIONS

During the year under review the sales turnover registered fall from Rs. 37,15,46,322 to Rs. 5,44,95,751. The existing business has been effected by adverse market conditions prevailing in the market. The Company imports yarn from China as well as purchase from importers and sells it in local market. The Company is getting most of its yarn air spliced which makes its knot less. This is value addition for the Company's product, to be well accepted in local market. Company has posted a Loss before tax of Rs. 1,24,98,335/- during the year in comparison to profit after tax of Rs. 46,45,507/- in the last year.

Yarn & Thread will be the thrust areas of business for the Company in the coming years. The Company's Yarn and Thread products are very well accepted due to the ISO certification, quality improvement and timely delivery policy. The company has concentrated on its goals of consolidating and strengthening its marketing network, delivering quality products and cutting cost wherever possible.

Various organization development initiatives were undertaken during the year. These are expected to help create a robust organization based on strong values, uniform and systematic business processes and people empowerment.

The Management Discussion and Analysis Report deals with the operations of your Company in detail and forms part of this Annual Report.

Your directors are hopeful of better results for the company in the current year.

DEPOSITS:

During the year under review the Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance or Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the current financial year, the Company has not given any Loan, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an internal control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions report to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

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

MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013:

As required under section 134 (2) (e) and section 178 (4) of the Companies Act 2013, your Company has constituted following committees and their policies, namely:

- Nomination and Remuneration Committee & Policy

- Reconstitute Stakeholder Relationship Committee

All other changes as required by the Act have been in place and we re-affirm our commitment to the highest level of Corporate Governance.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per Section 134(m) of the Companies Act, 2013, read with the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended March 31, 2015.Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

DIRECTORS:

The Board of Directors is duly constituted. As per provisions of Companies Act, 2013 for retirement by rotation, all executive directors are now liable to retire by rotation.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Ms. Shabana Mistry (DIN: 07151253) Chief Financial Officer of the Company has been appointed as Women Director liable to retire by rotation at the ensuring Annual General Meeting ..

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:

Mr. Ramesh W. Lalwaney (DIN: 00023420), Mr. Parvez M. Master (DIN: 00024845) and Mr. Hussain M. Cementwala (DIN: 03611787) were appointed as an Independent Director of the Company and all independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. An Independent director shall hold office for a term upto five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board' report.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the Listing Agreement with Bombay Stock Exchange, a detailed report on Corporate Governance is included in the Annual Report. Your Company is fully compliant with the revised Clause 49 of the Listing Agreement. The Auditors have certified that Company's compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c ) of the Companies Act, 2013, with respect to the Directors' responsibility statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the company and that such internal financials controls are adequate and were operating effectively, and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, 5(Five) Board meetings and 4(Four) Audit Committee Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure -B.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.vyaparindustries.com.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY' OPERATION:

To the best of our knowledge, the Company has not received any such orders from Regulations, Courts or Tribunals during the year, which may impact the going concern status or the Company's operations in future.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Report on Corporate Governance and management Discussion and Analysis Reports along with Certificate of the Company Secretary in Practice pursuant to clause 49 of the Listing Agreement with the Stock Exchanges has been included in the report. Your company has been practicing the principle of good Corporate Governance over the year. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

LISTING WITH STOCK EXCHANGES:

Your Company continues to be listed on the Bombay Stock Exchange, where the Company's shares are being traded. The company has paid listing fee for the year 2015-16.

DEMATERIALISATION OF SHARES:

99.84% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 0.16% is in physical form.

EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the statutory auditors in their audit report or by the practicing company secretary in the secretarial audit report.

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith AUDITORS:

Statutory Auditors

As per provisions of Section 139(2) of the Companies Act, 2013 and rules thereof, no listed company shall appoint or reappoint an audit firm as auditor for more than two terms of five consecutive years. Every company existing on the commencement of the Act is required to comply with requirements of Section 139(2) within three years from the date of commencement of the Act. The present Statutory Auditors of the Company, Mr. Salim A. Kantawala, Chartered Accountant, (Firm Registration No. PU0104006510(S1/5), retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has obtained written certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit specified in Section 141 of the Companies Act, 2013. The Board has recommended their re-appointment to hold the office till the conclusion of next Annual General meeting, i.e. within the transition period allowed as per the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Martinho Ferrao, Practicing Company Secretary to undertake Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company has been duly constituted having three members namely:

i) Mr. Parvez M. Master

ii) Mr. Ramesh W. Lalwaney

iii) Mr. Hussain M. Cementwala

* Parvez M. Master is the Chairman of the Audit Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

EXTRACTOFANNUALRETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been indentified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

PARTICULARS OF EMPLOYEES:

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed pursuant to the aforesaid Act.

ACKNOWLEDGEMENTS:

The Directors would like to thank all clients, Bankers for the un-stinted support received from them during the year. The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

Abbas A. Rassai Chairman DIN No: 00044729 Dated: May 25th, 2015 Place : Mumbai


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 29th Annual Report of the Company along with the audited statements of accounts for the year ended March 31, 2014.

OPERATING AND FINANCIAL REVIEW

(Amount in Rs.)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Sales 39,00,77,785 57,11,65,147

Other Income 83,56,717 3,25,77,130

Total Expenditure 39,17,50,452 58,62,67,036

Depreciation 5,58,003 6,66,804

Profit before exceptional items 61,26,046 1,68,08,437

Exceptional Items - -

Profit before Tax 61,26,046 1,68,08,437

Provision for Taxes

Current 11,67,300 33,63,000

Deferred (40,698) 23,36,717

MAT 3.53.937 -

Profit (Loss) after Taxes 46,45,507 1,11,08,720

Opening Balance (surplus) (10,41,847) (1,21,50,567)

Add Profit for the year 46,45,507 1,11,08,720

36,03,660 (10,41,847)

Appropriation_

IT Refund A.Y 2008-09 (25,273) -

Short Provision for Tax for A.Y 2008-09 27,590 -

MAT Credit Entitlement (56,60,882) -

Short Provision for Tax for A/Y 2010-11 1,51,697 -

Short Provision for Tax for A/Y 2011-12 1,79,772 -

Total 89,30,756 -

Balance Carried to Reserves & Surplus 65,21,80,756 64,22,08,153



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 2013-14.

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.

OPERATIONS

During the year under review the sales turnover registered fall from Rs. 57,11,65,147 to Rs. 39,00,77,785. 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 profit before tax of Rs. 61,26,046/- during the year in comparison to profit of Rs. 1,68,08,437/- 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.

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the Bombay Stock Exchange and the listing fee for the year 2014-15 has been paid.

PUBLIC DEPOSITS

The Company has not invited and / or accepted any deposits, during the year.

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith.

DIRECTORS

Mr. Parvez Master & Mr. Hussain M. Cementwala, Directors of the Company retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommend their re-appointment.

The Company has appointed Mr. Ramesh W. Lalwaney, Mr. Parvez Master & Mr. Hussain M. Cementwala as Non-Executive Directors, liable to retire by rotation. They are also the Independent Directors pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Stock Exchange.

AUDIT COMMITTEE

The Audit Committee, constituted pursuant to the provisions of the Companies Act and listing agreement, has reviewed the Accounts for the year ended March 31, 2014. The members of the Audit Committee are Mr. Parvez Master, Mr. Ramesh W. Lalwaney & Mr. Hussain M. Cementwala, all Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES

Company do not have any subsidiary as on the date of 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.

AUDITORS AND THEIR OBSERVATIONS

You are requested to appoint Auditors and to authorize the Board to fix their remuneration. The retiring Auditor Salim A. Kantawala, Chartered Accountant, is eligible for re-appointment. A Certificate from the Auditors has been received to the effect that their appointment, if made would be within the prescribed limit.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per Section 217(1)(e) of the Companies Act, 1956, 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, 2014.

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

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

PARTICULARS OF EMPLOYEES

Particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs. 60,00,000/- p.a. if employed for the full year or Rs. 5,00,000/- p.m. if employed for part of the year.

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers and Government of Maharashtra 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 Dated: May 30, 2014 Place : Mumbai


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their 28th Annual Report of the Company along with the audited statements of accounts for the year ended March 31, 2013.

OPERATING AND FINANCIAL REVIEW

(Amount in Rs.) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Sales 57,11,65,147 77,83,07,038

Other Income 3,25,77,130 1,98,22,273

Total Expenditure 58,62,67,036 74,43,22,007

Depreciation 6,66,804 139,757

Profit before exceptional items 1,68,08,437 5,36,67,547

Exceptional Items 2,95,05,533

Profit before Tax 1,68,08,437 2,41,62,014

Provision for Taxes

Current 25,18,900 3,55,306

Deferred 23,36,717 1,10,75,218

MAT 8,44,100 44,78,969

Profit (Loss) after Taxes 1,11,08,720 82,52,521

Opening Balance (surplus) (1,21,50,567) (2,02,46,126)

Add Profit for the year 1,11,08,720 82,52,521

(10,41,847) (1,19,93,605)

Appropriation

Transferred from General Reserves

Excess Provision for Gratuity

Excess Provision for FBT (100)

Short/(Excess) Provision for FBT A/Y08-09 1,04,720

Short/(Excess) Provision for FBT A/Y09-10 52,342

Balance Carried to Reserves & Surplus (10,41,847) (1,21,50,567)

Note- Sales figures mentioned above are presented after making adjustment in exchange difference.

DIVIDEND

In view of the accumulated loss and to conserve the resources of the Company, the Board of Directors of the Company has not recommended any divided for the year 2012-13.

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, All the GDR''s of the company have been converted into shares and underlying securities to Foreign Depository stands NIL as on date.

OPERATIONS

During the year under review the sales turnover registered fall from Rs. 77,83,07,038 to Rs. 57,11,65,147. The existing business has been effected by adverse market conditions prevailing in the market which was fired by shooting prices of Yarn prevailing in the market. The Company imports yarn from China and sells in local market. 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 profit before tax of Rs. 1,67,51,492/- during the year in comparison to profit of Rs. 2,41,62,014/- 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. Your company is planning to enter into new field of Solar Power Generation.

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.

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the Bombay Stock Exchange and the listing fee for the year 2013-14 has been paid.

PUBLIC DEPOSITS

The Company has not invited and / or accepted any deposits, during the year.

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith.

DIRECTORS

Mr. Abbas A. Rassai & Mr. Ramesh W. Lalwaney, Directors of the Company retires at the ensuing Annual General meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES

Company do not have any subsidiary as on the date of report.

CORPORATE GOVERNANCE

Your Company being a professionally run company, has always believed in transparency and accountability. Your Company is fully compliant with the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is attached to this report.

AUDITORS AND THEIR OBSERVATIONS

Salim A. Kantawala, Chartered Accountants retire as Auditors at the forthcoming Annual General Meeting and have given their consent for re-appointment. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained written certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per Section 217(1)(e) of the Companies Act, 1956, 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, 2013.

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

Foreign exchange earned during the period under consideration was NIL.

Foreign exchange expenditure incurred during year amounted to Rs. 22,92,81,093/-.

PARTICULARS OF EMPLOYEES

Particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs. 60,00,000/- p.a. if employed for the full year or Rs. 5,00,000/- p.m. if employed for part of the year.

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers and Government of Maharashtra 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

Dated: May 29, 2013

Place : Mumbai


Mar 31, 2012

Dear Share holders,

The Directors have pleasure in presenting their 27th Annual Report of the Company along with the audited statements of accounts for the year ended March 31,2012.

OPERATING AND FINANCIAL REVIEW (Amount in Rs.)

Particulars Year ended Year ended

March31,20l2 March31,2011

Sales 77,83,07,038 1,19.19,79,799

Of her income 1,98.22.273 1,94,03,819

Total Expenditure 74,43,22,007 1,16,91,16,610

Depreciation 139,757 51,579

Profit before exceptional items 5,36,67,547 4.22,05.329

Exceptional Items 2.95.05.533 39.713,737

Profit before Tax 2,41,61,014 24,92.092

Provision for Taxes

Current 3.55.306 3.37,813

Deferred 1,10.75.217 9.46.000

MAT 44.78.969 -

Profit (Loss) after Taxes 82.52.522 12.08.279

Opening Balance (surplus) (2.02.46.126) (2.20.19,581)

Appropriation

Transferred from General Reserves -

Excess Provision for Gratuity - (5,70.151)

Excess Provision for FBT (100) 4,975

Short/(Excess) Provision for FBTA/Y08-09 1.04.720 -

Short/(Excess) Provision for FBT A/Y09-10 52,343 -

Balance Carried to Reserves & Surplus (1,21.50.567) (2.02.46.126)

Note-Sales figures mentioned above are presented after making adjustment in exchange difference.

DIVIDEND

In view of the accumulated loss and to conserve the recourses of the Company, the Board of Directors of the Company has not recommended any divided for the year 2011 -12

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. All the GDR's of the company have been converted into shares and underlying, securities to Foreign Depository stands NIL as on date.

OPERATIONS

During the year review the sales turnover registered fall from Rs. 1,19,19,79,799 to Rs. 77,83,07,038.The existing business has been effected by adverse market conditions prevailing in the market which was fired by shooing prizes of Yarn prevailing in the market Company imports yarn from China and sells in local market. 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 profit before tax of Rs. 2,41,62,14/- during the year in comparison to profit of Rs. 24,92,092/- during last year.

Yam & Thread will be the thrust areas of business for the Company in the Coming years. The Company's Yam 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 Your company will shortly be undertaking major marketing initiatives to create a differentiated brand Identity which will provide customers the requisite value and comfort that they seek and which they have come to be very profoundly associated with the "Vyapar" brand.

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.

LISTING OF EQUITY SHARES

The Company's duty shares are listed on The Bombay Stock Exchange and the listing fee for the year 2012-13 has been paid.

PUBLIC DEPOSITS

The Company has not invited and/or accepted any deposits, during the year.

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith.

DIRECTORS

Mr. Moiz Bharmal Director of the Company resigned from the Board of Directors of the Company with effect from May 03,2011 as he was shitting out of Mumbai as the result of which he would not be able to attend the Board /Committee meetings of the Board. The Board desires to place on record their appreciation for the efforts put in by him during his tenure as a Director of the Company

Mr. Hussain A Rassai & Mr. Akil A. Rassai Directors of the Company retires at the ensuing Annual General meeting and being eligible Offer themselves for reappointment

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1958, your Directors, based on the representations received from the Management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, In the selection of the accounting policies. consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and of her irregularities:

iv) the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES

Company do not have any subsidiary as on the date of report.

CORPORATE GOVERNANCE

Your Company being a professionally run company, has always believed in transparency and accountability. Your Company is fully compliant with the revised Clause 49 of toe Listing Agreement. A report on Corporate Governance is attached to this report

AUDITORS AND THEIR OBSERVATIONS

Salim A. Kantawala, Chartered Accountants retire as Auditors at the forthcoming Annual General Meeting and have given their consent for re-appointment. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of section 224 of the Companies Act, 1956. the Company has Obtained written certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOTOGY ABSORPTION

This information is required as per Section 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part or the Director's Report for the year ended March 3l.2012.

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

Foreign exchange earned during the period under consideration was NIL

Foreign exchange expenditure incurred during year amounted to Rs. 31,51,17,570/-

PARTICULARS OF EMPLOYEES

Particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs. 60,00,000/- p.a. if employed for the full year or Rs.5,00,000/-p.m. if employed for part of the year.

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers and Government of Maharashtra 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

Dated: August 30,2012

Place: Mumbai


Mar 31, 2010

The Directors have pleasure in presenting their 25th Annual Report of the Company along with the audited statements of accounts for the year ended March 31, 2010.

OPERATING AND FINANCIAL REVIEW

(Amount in Rs.)

Particulars Year ended Year ended March 31, 2010 March 31, 2009

Sales 109,34,77,065 67,11,07,446

Other Income 84,91,124 78,48,148

Total Expenditure 110,08,09,818 67,49,62,581

Loss due to compensation - 42,18,55,347

Depreciation 55,727 70,981

Profit before Tax 11,02,643 (40,84,31,814)

Provision for Taxes

Current

Deferred 12,86,000 (12,61,93,000)

Fringe Benefit - 1,48,000

MAT 14,740 -

Profit (Loss) after Taxes (1,98,097) (28,23,86,814)

Opening Balance (surplus) (2,18,21,484) 13,93,55,511

Appropriation

Bonus Shares

Transferred from General Reserves - (12,11,00,000)

Excess Provision for FBT - (241)

Excess Provision for Income Tax - (1,09,578)

Balance Carried to B/S (2,20,19,581) (2,18,21,484)

Note- Sales figures mentioned above are presented after making adjustment in exchange difference.

DIVIDEND

The Board of Directors of the Company has not recommended any dividend for the year 2009-10.

CAPITAL

The companys present paid up capital stands at Rs. 10,89,50,000 comprising of 1,08,95,000 equity shares of Rs. 10/- each, includes 44,80,000 Equity shares of Rs. 10/- each issued as underlying securities to Foreign Depository against 17920000 GDR issued as on 30th June, 2010.

OPERATIONS

During the year under review the sales turnover registered a increase from Rs 67,11,07,446 to Rs. 109,34,77,065.The existing business has been positively effected as Baroda Rayon Company (BRC) & National

Rayon Company (NRC), have closed down thus resulting in a surge in the demand for viscose filament yarn in single yarn, twisted & dyed category which has benefited the Company. Company imports yarn from China and sells in local market. 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 profit before tax of Rs. 11,02,643/- during the year.

Yarn & Thread will be the thrust areas of business for the Company in the Coming years. The Companys 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. Your company will shortly be undertaking major marketing initiatives to create a differentiated brand identity which will provide customers the requisite value and comfort that they seek and which they have come to be very profoundly associated with the Vyapar brand.

Company is also entering into infrastructure field. Company is planning to provide basic infrastructure with land and building to other institutes for running their Schools and collages. Towards this the Company may form an SPV, from where the continuous income will generate to the Company in coming years. Vyapar SPV will be a globally diversified education solutions provider and one of the leading education Company of India.

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.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on the Bombay Stock Exchange and the listing fee for the year 2010-11 has been paid.

PUBLIC DEPOSITS

The Company has not invited and / or accepted any deposits, during the year.

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith.

DIRECTORS

Mr. Akil A. Rassai and Mr. Ramesh W. Lalwaney, Director of the Company retires at the ensuing Annual General meeting and being eligible offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES

Company do not have any subsidiary as on the date of report.



CORPORATE GOVERNANCE

Your Company being a professionally run company, has always believed in transparency and accountability. Your Company is fully compliant with the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is attached to this report.

AUDITORS AND THEIR OBSERVATIONS

Salim A. Kantawala, Chartered Accountants retire as Auditors at the forthcoming Annual General Meeting and have given their consent for re-appointment. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained written certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

With regard to the Auditors observations, the same have been duly explained in the notes, hence does not require any further clarifications.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per Section 217(1)(e) of the Companies Act, 1956, 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, 2010.

Since the Companys 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

Foreign exchange earned during the period under consideration was NIL Foreign exchange expenditure incurred during year amounted to Rs. 93,41,02,063.00

PARTICULARS OF EMPLOYEES

Particulars of the employees under the provision of section 217 (2A) of the Companies Act, 1956 are not given as no employees was in receipt of remuneration exceeding Rs. 24,00,000/- p.a. if employed for the full year or Rs.2,00,000/--p.m. if employed for part of the year.

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers and Government of Maharashtra 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 Dated: August 28, 2010 Place: Mumbai

 
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