Vyapar Industries Ltd Directors Report.

DIRECTORS REPORT

Dear Members,

Your Directors are pleased to present the 33rdAnnual Report and the company’s audited financial statement for the financial year ended March 31, 2018.

FINANCIAL RESULTS:

The standalone financial results of your Company for the financial year ended March 31, 2018 are summarized below:

(Amount in Rs.)
Particulars Year ended March 31, 2018 Year ended March 31, 2017
Sales 2,16,26,238 1,18,82,135
Other Income 74,97,459 1,78,07,424
Total Expenditure 2,97,39,980 2,44,78,460
Depreciation - 4,47,617
Profit before Tax (6,16,083) 46,08,987
Provision for Taxes
Current - 8,78,243
Deferred 35,630 -
MAT - 8,24,677
Profit(Loss) after Taxes (6,51,913) 29,06,067
Other Comprehensive Income 7,84,85,020 3,94,74,648
Total Comprehensive Income For the period 7,78,33,107 4,10,67,351

DIVIDEND

With view to conserve resources of the Company, the Board of Directors of the Company havenot recommended any dividend for the year 2017-18.

CAPITAL

The company’s present paid up capital stands at Rs. 6,13,20,000 comprising of 61,32,000 equity shares of Rs. 10/- each. The Company has during the year not issued any shares with differential voting rights nor granted stock options nor sweat equity. During the year, the Company has completed buyback of 20,40,000 Equity Shares of the Company on 21stSeptember, 2017 at a price of Rs. 38/- (Rupees Thirty Eight only) per equity share aggregating to Rs. 7,75,20,000/- (Rupees Seven Crores Seventy Five Lakhs Twenty Thousand only) being 15.11% of the fully paid-up Equity Share Capital and free reserves as per the audited accounts of the Company for the financial year ended March 31, 2016 through the Tender Offer mechanism;

COMPANYS AFFAIRS

During the year under review the sales turnover registered anincrease from Rs.1,18,82,135in last year to Rs.2,16,26,238 in current year. The existing business has been effected by adverse conditions prevailing in the market. The Company imports yarn from China as well as purchases from importers and sells it in local market. The Company is getting most of its yarn air spliced which makes its knots less. This is value addition for the Company’s product, to be well accepted in local market. Company has posted a loss of Rs. 6,16,283/- during the year in comparison to profit before tax of Rs. 37,76,605/- 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 organizational 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.

FUTURE OUTLOOK

There has been loss during the year under review due to adverse market conditions, however, the sales of the Company saw a tremendous increase in volume. 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 financial year under review, the Company has not given any Loan, Guarantees or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLSYSTEMS 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 and 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 under Note to the financial statements of the Company.

FINANCIAL STATEMENT

The audited financial statement of the Company prepared in accordance with the Companies Act, 2013 and relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon 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 your Company 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 position have occurred between the end of the financial year of the Company and the date of this report, 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, read with rule 8 of the Companies (Accounts) Rules, 2014. 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 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. The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes, independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company. Pursuant to the provisions of the Companies act 2013 and SEBI (Listing Obligation and Disclosure Requirements) 2015, evaluation of every Director’s performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non Independent Directors and the Board as a whole, committees thereof and the chairperson of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are available on website of the Company www.vyaparindustries.com. Policy on appointment of Directors and Senior Management Policy on Remuneration to Directors’ Policy on Remuneration of Key Managerial Personnel and Employees

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 August, 2020, Ms. Shabana Mistry, is an Executive Director designated as Chief Financial Officer upto 23rd March, 2020 and Mr. Anil Kumar Singla, is the Company Secretary of the Company. They are designated as "Key Managerial Personnel" of the 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 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.

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 8(Eight) Board meetings and 5(Five) Audit Committee Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were 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 SEBI LODR. 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.

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 fees for the financial year 2018-19.

DEMATERIALISATION OF SHARES:

99.927% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 0.0737 % is in physical form. You Board requests the holders of physical shares to apply for dematerialization of shares as transfer 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 together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

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

The Statutory Auditor has not reported any incident of fraud of the company during the financial year 2017-2018.

CASH FLOW STATEMENT

Cash flow statement pursuant to Regulation 34(2)(c) of the SEBI LODR 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, M/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 years subject to ratification at every subsequent AGM. Accordingly, your Board recommends the ratification of their appointment for FY 2018-19 The Company has obtained eligibility certificate from the auditors along with written certificate from to the effect that the appointment, if made, will be in accordance with the limit specified in Section 141 of 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 had appointed M/s. Sherlyn Rebello& Associates, Company Secretaries to undertake Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that the minimum public shareholding of the Company fell to 24.44 percent i.e below statutory requirement of 25 % due to the buyback of Equity shares completed on 21st September, 2017. Your management is taking necessary steps to comply with the Minimum Public Shareholding ("MPS") requirements in the manner prescribed by SEBI within stipulated time.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required for your Company and accordingly such accounts and records are not made and maintained by the Company,

DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the financial year ended 31 March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments 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 the year ended 31st March, 2018.

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the 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 are proper systems have been devised to ensure compliance with the provisions of 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 the Company and that such internal financial controls are adequate and were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of this report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

RISK MANAGEMENT

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role 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. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

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

VIGIL MECHANISM

The Company has put in place Vigil Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

CORPORATE GOVERNANCE

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

MANAGING DIRECTORS CERTIFICATE

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

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.

EXTRACT OF ANNUAL RETURN:

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.

PARTICULARS OF EMPLOYEES:

During the year under report, none of the employees of the company was in receipt of remuneration for any part of the year, in excess of the amount of remuneration prescribed in section 197 of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to date.

The information required under section 197 of the act read with Rule 5(1) of the companies (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 Responsibility Committee is not applicable to the Company as the Networth, Turnover and Profit of the Company 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 or tribunals, which may impact the going concern status of the Company and its operations in future.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March, 2018 have been disclosed as per Schedule III to the Companies Act, 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2017-2018 is attached to the Balance Sheet.

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

The Company is committed to provide a healthy environment to all the employees and thus does not tolerate any sexual harassment at workplace. The Company has in place Policy on prevention, Prohibition and Redressal of Sexual Harassment. . The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013 The company has not received any compliant of sexual harassment during the financial year 2017-2018.

INSURANCE:

All assets of the company including inventories, building plant and machineries are adequately insured.

ACKNOWLEDGEMENT:

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

We very warmly thank all of our employees for their contribution to your Company’s performance. We applaud them for their superior levels of competence, dedication and commitment 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