Vyapar Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 34th Annual Report and the companys audited financial statement for the financial year ended March 31, 2019.

FINANCIAL RESULTS:

The standalone financial results of your Company for the financial year ended March 31, 2019 are summarized below:

(Amount in Rs.)

Particulars Year ended March 31, 2019 Year ended March 31, 2018
Income from operations 38,39,300 2,16,26,238
Other Income 82,01,410 74,97,459
Total Expenditure 87,85,705 2,97,39,980
Depreciation - -
Profit before Tax 32,55,005 (6,16,083)
Provision for Taxes
Current 15,68,343 -
Deferred (7,14,036) 35,630
Profit (Loss) after Taxes 24,00,699 (6,51,913)
Other Comprehensive Income
-item that will not be classified to Profit & loss
Re-measurement gains/(loss) on defined benefit plan 31,760 (20,300)
Income tax relating to above (9,528) -
Equity Instruments through Other Comprehensive 1,27,17,662 9,81,31,650
Income (25,43,532) (1,96,26,330)
Income tax relating to above
Other Comprehensive Income, net after tax 1,01,96,362 7,84,85,020
Total Comprehensive Income For the period 1,25,97,061 7,78,33,107

DIVIDEND

With view to conserve resources of the Company, the Board of Directors of the Company havenot recommended any dividend for the year 2018-19.

CAPITAL

The companys present paid up capital stands at Rs. 6,13,20,000 comprising of 61,32,000 equity shares of Rs. 10/- each.

COMPANYS AFFAIRS

During the year under review the revenue registered a decrease from Rs.2,16,26,238 in last year to Rs.38,39,300 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 Companys product, to be well accepted in local market. Companys Total Comprehensive Income registered a decrease from Rs.7,78,33,108 in last year to Rs.1,25,97,061 in current 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 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. 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.

ANNUAL RETURN:

As per the Companies (Amendment) Act, 2017 dated 3rd January, 2018 read with notification dated 9th February, 2018 a copy of Annual Report is available at www.vyaparindustries.com.

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 activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companys endeavors would be to achieve what is best possible in its business.

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 Directors 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and matters provided under sub-section (3) of Section 178 is as below:

The appointment policy for Independent Directors, Key Managerial Personnel & Senior Executive is as under:

(A) Independent Directors:

Independent Directors are appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, Rules made there under & Listing Agreement entered with Stock Exchanges.

(B) Key Managerial Personnel (KMP):

KMP are appointed by the resolution of the Board of Directors of the Company, based on the qualification, experience and exposure in the prescribed fields. Removal of KMP is done by the Resolution of the Board of Directors of the Company. Appointment/ Removal is in accordance with provisions of the Companies Act, 2013, Rules made there under & Listing Agreement entered with Stock Exchange.

(C ) Senior Executives:

Senior Executives are appointed by the Chairman & Managing Director and/or Executive Director of the Company based on their qualification, experience and exposure. Removal of Senior Executives is also done by Chairman & Managing Director and/or Executive Director. Further, appointment & removal is noted by the Board as required under clause 8(3) of Companies (Meetings of the Board and its powers) Rules, 2014.

Following policies of the company are available on website of the Company www.vyaparindustries.com as well as form a part of this report as Annexure 1, Annexure-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)

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

Criteria for performance of Independent Directors as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith forms a part of this report.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS ANDKEY MANAGERIAL PERSONNEL:

During the year Mr. Parvez M. Master (DIN: 00024845), independent Director of the Company has resigned on 12th August, 2018. Mrs. Farida Engineer (DIN:06417865) was appointed as Independent Director of the Company on 27th August, 2018. Mr. Abbas A. Rassai, Non Executive Non Independent Promoter Director has resigned on 29th March, 2019 and was reappointed on 30th May, 2019 as Non Executive Non Independent Promoter Director designated as Chairman of the Company. Mrs. Shabana Mistry, Executive Director of the Company has resigned from Directorship on 30th May, 2019 but will continue as C.F.O of the Company. There was no other 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 Chief Financial Officer 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), Mrs. Farida Engineer (DIN: 06417865) 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 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015..

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 14(Fourteen) Board meetings and 7(Seven) 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 arms length basis and were in the ordinary course of business. There were materially significant related party transactions with the Companys 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 5.

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 Companys operations in future.

LISTING WITH STOCK EXCHANGES:

Your Company continues to be listed on the Bombay Stock Exchange, where the Companys shares are being traded. The company has paid listing fees for the financial year 2019-20.

DEMATERIALISATION OF SHARES:

99.999% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2019 and balance 0.00003 % (19 shares) is in physical form.

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 2018-2019.

CASH FLOW STATEMENT

Cash flow statement pursuant to Regulation 34(2)(c ) of the SEBI LODR is attached herewith

AUDITORS:

STATUTORY AUDITORS

The present Statutory Auditors of the Company, M/s.M. M. PARIKH & CO., Chartered Accountants, Mumbai (ICAI Registration No.107557W), have shown their unwillingness to continue as Statutory Auditors of the Company from the forthcoming Annual General Meeting and M/s. Gohel & Associates LLP.(ICAI Registration No.107557W), be and is hereby appointed as Statutory Auditors of the Company, in place of M/s. M. M. PARIKH & CO.(ICAI Registration No.107557W), who have shown their unwillingness to continue as Statutory Auditor of the Company w.e.f. this Annual General Meeting, to hold office for a term of five consecutive years from the conclusion of this 34th Annual General Meeting, until the conclusion of the 39th Annual General Meeting of the Company to be held in the calendar year 2024. Accordingly, your Board recommends their appointment. 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 2018-19. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 31st March, 2019 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, 2019.

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 Companys internal financial controls were adequate and effective during FY 2018-19.

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 2018-19 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

A separate report on Corporate Governance as stipulated under the SEBI(LODR) Regulations 2015, forms part of this Report. The requisite certificate from the Practicing Company Secretary 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 6.

CHANGE IN THE NATURE OF BUSINESS:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies.

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.

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, 2019 have been disclosed as per Schedule III to the Companies Act, 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the company 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 2018-2019 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 2018-2019.

INSURANCE:

All assets of the company including inventories, 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 our employees for their contribution to your Companys performance.

We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of the Board of Vyapar Industries
Limited
Sd/- Sd/-
Akil A. Rassai Hussain A. Rassai
Managing Director Joint Chairman
DIN: 00021329 DIN: 00021454

Registered Office:

145, S.V. Road, Khar (W),

Mumbai-400 052.

May 30, 2019

ANNEXURE 1

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2019 POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT

Appointment of Directors

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) of the Company reviews and assesses Board composition and recommends the appointment of new Directors. In evaluating the suitability of individual Board member, the NRC shall take into account the following criteria regarding qualifications, positive attributes and also independence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit, in the context of the skills, experience, diversity, and knowledge, for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / her professional obligations as Director for informed and balanced decision making;

3. Adherence to the applicable Code of Conduct and highest level of Corporate Governance in letter and in sprit by the Directors;

Based on the recommendations of the NRC the board will evaluate the candidates and decide on the selection the appropriate member. The Board through the Chairman or the Managing Director will interact with the new member to obtain his/her consent for joining the Board. Upon receipt of the consent, the new Director will be co-opted by the Board in accordance with the applicable provisions of the Companies Act, 2013 and Rules made there under.

Removal of Directors

If a Director is attracted with any disqualification as mentioned in any of the applicable Act, rules and regulations there under or due to non - adherence to the applicable policies of the Company, the NRC may recommend to the Board with reasons recorded in writing, removal of a Director subject to the compliance of the applicable statutory provisions.

Senior Management Personnel

The NRC shall identify persons based on merit, experience and knowledge who may be appointed in senior management team.

Senior Management personnel are appointed or promoted and removed/relieved with the authority of Managing Director & CEO based on the business need and the suitability of the candidate. The details of the appointment made and the personnel removed one level below the Key Managerial Personnel during a quarter shall be presented to the Board.

For and on behalf of the Board of Vyapar Industries Limited

Sd/-

Akil A. Rassai

Managing Director

DIN: 00021329

ANNEXURE 2

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2019

POLICY FOR REMUNERATION OF THE DIRECTORS

General

This Policy sets out the approach to Compensation/remuneration/commission etc. will be determined by Committee and Recommended to the Board of Directors, for approval. Also remuneration to be paid to the Managing Director, other executive directors in accordance with provisions of Companies Act, 2013, and other statutory provisions if any, would require to complying for time being of appointment of such person.

Policy Statement

The Company has a well-defined Compensation policy for Directors, including the Chairman of the Company. The overall compensation philosophy which guides us to focus on enhancing the value, to attract, to retain and motivate Directors for achieving objectives of Company and to become a major player in market, to be the most trusted brand in the business we operate in and focus on customer serenity through transparency, quality and on time delivery to be a thought leader and establish industry benchmarks in sustainable development.

In order to effectively implement this, the Company has built a compensation structure by a regular annual benchmarking over the years with relevant players across the industry the Company operates in.

Non-Executive Including Independent Directors

The Nomination and Remuneration Committee (NRC) shall decide the basis for determining the compensation, both fixed and variable, to the Non-Executive Directors, including Independent Directors, whether as commission or otherwise. The NRC shall take into consideration various factors such as directors participation in Board and Committee meetings during the year, other responsibilities undertaken, such as membership or Chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Schedule IV to the Companies Act, 2013 and the LODR with Stock Exchanges and such other factors as the NRC may consider deem fit for determining the compensation. The Board shall determine the compensation to Non-Executive Directors within the overall limits specified in the Shareholders resolutions.

Managing Director (MD) and Executive Director

Remuneration of the MD and Executive Directors reflects the overall remuneration philosophy and guiding principle of the Company. While considering the appointment and remuneration of Managing Director and Executive Directors, the NRC shall consider the industry benchmarks, merit and seniority of the person and shall ensure that the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. The policy aims at a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The remuneration to the MD shall be recommended by NRC to the Board. The remuneration consists of both fixed compensation and variable compensation and shall be paid as salary, commission, performance bonus, stock options (where applicable), perquisites and fringe benefits as per the policy of the Company from time to time and as approved by the Board and within the overall limits specified in the Shareholders resolution. While the fixed compensation is determined at the time of appointment, the variable compensation will be determined annually by the NRC based on the performance of MD.

The term of office and remuneration of MD is subject to the approval of the Board of Directors, shareholders, and Central Government, as may be required and within the statutory limits laid down in this regard from time to time.

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay, subject to the requisite approvals, remuneration to its MD in accordance with the provisions of Schedule V to the Companies Act, 2013

If a MD draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government of the Company.

Remuneration for MD is designed subject to the limits laid down under the Companies Act, 2013 to remunerate him / her fairly and responsibly. The remuneration to the MD comprises of salary, perquisites and benefits as per policy of the Company and performance based incentive apart from retirement benefits like P.F., Superannuation, Gratuity, Leave Encashment, etc. as per Rules Salary is paid within the range approved by the Shareholders. Increments are effective annually, as recommended /approved by the NRC / Board. The MD is entitled for grant of Stock Options as per the approved Stock Options Schemes of the Company from time to time.

Directors

The MD is an executive of the Company and draws remuneration from the Company. The Non-Executive Independent Directors receive sitting fees for attending the meeting of the Board and Committee thereof, as fixed by the Board of Directors from time to time subject to statutory provisions. The Non-Executive Independent Directors would be entitled to the remuneration under the Companies Act, 2013. In addition to the above, the Directors are entitled for reimbursement of expenses incurred in discharge of their duties.

The Company may also grant Stock Options to the eligible employees and Directors (other than Independent Directors) in accordance with the ESOP Schemes of the Company from time to time and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Companys Board of Directors, Managing Director and Executive Directors and KMP/senior management personnel may be disclosed in the Boards report and the Companys annual report / website as per statutory requirements in this regard.

For and on behalf of the Board of Vyapar Industries Limited

Sd/-

Akil A. Rassai

Managing Director

DIN: 00021329

ANNEXURE 3

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2019: POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Objective

To establish guidelines of remuneration/ compensation/ commission etc. to be paid for employees by way of fairly and in keeping with Statutes, it will be determined by the Nomination & Remuneration committee (NRC) and the NRC will recommend to the Board for approval.

Standards

1. All employees, irrespective of contract, are to be paid remuneration fairly and the remuneration is to be externally competitive and internally equitable. The remuneration will be paid in accordance with the laid down Statutes.

2. Remuneration for on-roll employees will include a fixed or guaranteed component payable monthly; and a variable component which is based on performance and paid annually.

3. The fixed component of remuneration will have a flexible component with a bouquet of allowances to enable an employee to choose the allowances as well as the quantum based on laid down limits as per Company policy. The flexible component can be varied only once annually in the month of July, after the salary increment exercise.

4. The variable component of the remuneration will be a function of the employees grade.

5. The actual pay-out of variable component of the remuneration will be function of individual performance as well as business performance. Business performance is evaluated using a Balance Score Card (BSC) while individual performance is evaluated on Key Result Areas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive at the BSC rating of the business and PPS rating of the individual.

6. An Annual compensation survey is carried out to ensure that the Companys compensation is externally competitive. Based on the findings of the survey and the business performance, the committee decides:

(i) The increment that needs to be paid for different performance ratings as well as grades.

(ii) The increment for promotions and the total maximum increment.

(iii) The maximum increase in compensation cost in % and absolute.

(iv) Compensation corrections are made in a few cases where it is outside the band or to keep it tune with the market.

For and on behalf of the Board of Vyapar Industries Limited

Sd/-

Akil A. Rassai

Managing Director

DIN: 00021329