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EQUITY - MARKET SCREENER

Vyapar Industries Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
506142
INE070G01012
73.1172423
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
83
25.45
EPS(TTM)
Face Value()
Div & Yield %
0.5
10
0
 

As on: Jan 18, 2022 09:26 AM

Dear Members,

Your Directors are pleased to present the 35th Annual Report and the company's audited financial statement for the financial year ended March 31, 2020.

FINANCIAL RESULTS:

The standalone financial results of your Company for the financial year ended March 31, 2020 are summarized below:

Particulars Year ended March 31, 2019 Year ended March 31, 2020
Income from operations 38,39,300 -
Other Income 82,01,410 123,51,992
Total Expenditure 87,77,319 53,05,737
Depreciation 8,386 6,34,204
Profit before Tax 32,55,005 64,12,051
Provision for Taxes
Current 15,68,343 10,33,251
Deferred (7,14,036) 23,07,350
Profit(Loss) after Taxes 24,00,699 30,71,450
Other Comprehensive Income -item that will not be classified to Profit & loss
Re-measurement gains/(loss) on defined benefit plan 31,760 (85,528)
Income tax relating to above (9,528) 21,382
Equity Instruments through Other Comprehensive 1,27,17,662 19,80,74,423
Income (25,43,532) 3,96,14,885
Income tax relating to above
Other Comprehensive Income, net after tax 1,01,96,362 (15,85,23,684)
Total Comprehensive Income For the period 1,25,97,061 (15,54,52,234)

DIVIDEND

With view to conserve resources of the Company, the Board of Directors of the Company have not recommended any dividend for the year 2019-20.

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 Equity shares of the company were delisted from BSE Ltd w.e.f. 02.06.2020 thereby making the company an unlisted entity there from.

COMPANY'S AFFAIRS

During the year under review the revenue registered a decrease from Rs.38,39,300 in last year to Rs.NIL in current year.The existing business has been effected by adverse conditions prevailing in the market. The Company imports yarn as well as purchases from local 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's Total Profit and Loss for the period from operation increased from Rs.24,00,699in last year to Rs.30,71,450 in current 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 and expenses involved in the delisting process. Your directors are hopeful of better results for the company in the current year as reduced cost of running the company due to being unlisted will be an added advantage in the coming years.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

Company do not have any business during the 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. The Annual Report is also available on the Company's website at www.vyaparindustries.com. 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 Return in form MGT-9 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 Company's 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 Company's endeavours 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 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.

I. BOARD OF DIRECTORS

The Board of Directors monitors performance of the Company, approves and reviews policies/strategies and evaluates management performance. The Board ensures legal and ethical conduct and accurate financial reporting.

The Company as on 31st March, 2020 has six Directors, three Promoter Directors and three Non - Executive Independent Directors who are professionals, with expertise and experience in general corporate management, finance, legal and other allied fields. Out of the three Non - Executive Independent Directors, one is Women Director.

The Senior Management has made disclosure to the Board confirming that there are no material, financial and /or commercial transactions between them and the Company which would have potential conflict of interest with the Company at large.

A. The Constitution of the Board:

Name of Director Director of public Companies Membership in Committee Chairmanship in Committee
Mr. Ramesh W. Lalwaney (Independent Non-Executive Chairman) 1 3 1
!Mr. Abbas A. Rassai (Non-Executive Director) 1 - -
Mr. HussainRassai (Executive Joint Chairman) 2 1 -
Mr. Akil A. Rassai (Managing Director) 2 - -
Mr. Hussain Murtuza Cementwala (Independent Director) 2 3 2
*!!Ms. ShabanaMistry (Executive Director /C.F.O) 1 - -
Mrs. Farida H. Engineer (Independent Director) 1 2 -

! Resigned on 29.03.2019 and was reappointed as Non Independent Non Executive Director Designated as Chairman of the Company on 30.05.2019.

*!! Resigned on 30.05.2019 as Director but will continue as C.F.O of Company.

* including Directorship in Vyapar Industries Limited.

# Committees considered are Audit Committee, Stakeholders Relationship Committee & Nomination& Remuneration Committee including in Vyapar Industries Limited.

Non-executive Directors of the Company do not hold any shares of the Company.

None of the Directors of the Company are related except Mr. Hussain A. Rassai, Joint Chairman and Mr. Akil A. Rassai, Managing Director of the Company who are brothers and are also son of Mr. Abbas A. Rassai, Chairman of the Company.

C. Attendance of the Directors at Meetings of the Board.

The Board of Directors meets at least once a quarter to review the Company's performance and financial results and more often, if necessary, to transact other businesses.

During the financial year 2019-20, the Board met on 15th May, 30th May, 21st June, 13th August, 12th September, 12thNovember, 16th November, 28th December all in 2019 and 13th February in 2020.

The 34th Annual General Meeting was held on September 30, 2019.

The attendance of the Directors at these meetings is as under:

Director No. of Board Meetings Attendance at the last AGM
*Mr. Abbas A.Rassai 8 Yes
Mr. HussainA.Rassai 9 -
Mr. AkilA.Rassai 9 Yes
Mr. Ramesh W. Lalwaney 9 Yes
Mr. Hussain M. Cementwala 9 Yes
Mrs. Farida H. Engineer 9 -
*!!Ms. ShabanaMistry 1 No

* Resigned on 29.03.2019 and was reappointed as Non Independent Non Executive Director Designated as Chairman of the Company on 30.05.2019.

*!! Resigned on 30.05.2019 as Director but will continue as C.F.O of Company.

D. Directors Seeking Appointment/Re-appointment

Mr. Abbas A. Rassai and Mr. Akil A. Rassai retire by rotation and, being eligible offer themselves for re-appointment.

Mr. Akil A. Rassai and Mr. Hussain A. Rassai seeks reappointment as Executive Director for a period of five years from 01.09.2020 to 31.08.2025.

MEETING OF INDEPENDENT DIRECTORS

The Meeting of Independent Directors was held on Friday, 09th March 2020 for performance evaluation of the Non - Independent Directors, Board as whole, committees thereof and the Chairperson of the Company.

FAMILIARISATION OF INDEPENDENT DIRECTORS

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. 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.

AUDIT COMMITTEE

As on March 31, 2020 Vyapar Audit Committee comprises of :

1. Mr. Hussain M. Cementwala-Chairman (Non-Executive Independent Director)

2. Mr. Ramesh Lalwaney - member (Non-Executive Independent Director)

3. Mrs. Farida H. Engineer- member (Non-Executive Independent Director)

4. Mr. Anil Kumar Singla, Company Secretary will act as Secretary of Audit committee.

The Committee met six times during the year on May 15, 2019, May 30, 2019, August 13, 2019, September 12, 2019, November12, 2019 and February 13, 2020. The Minutes of the Audit Committee meetings were placed before and discussed by the Board. The attendance record of VIL Audit Committee is as under.

Name of Director Designation No. of meetings attended during 2019-20
Mr. HussainCementwala Member 6
Mr. Ramesh Lalwaney Member 6
Mrs. Farida H. Engineer Member 6

All the members of Audit Committee are financial literate and have accounting and financial management expertise.

The Committee invites Senior Management personnel and statutory auditors to attend these meetings.

The functions of the Audit Committee include the following:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up there on.

9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has reviewed the following information:

1. Management Discussion & Analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management

3. Internal Audit Reports relating to internal control weaknesses

NOMINATION &REMUNERATION COMMITTEE

The Company Nomination &Remuneration Committee as on 31st March, 2020 consists of non executive directors, viz. Mr. Ramesh W. Lalwaney, Mr. Hussain. M. Cementwala and Mrs. Farida H. Engineer and has been entrusted with the responsibility of determination of the remuneration payable to the executive directors, recommendation for appointment / re-appointment of the executive directors, revision in the remuneration of the existing executive directors of the company from time to time. Mr. Hussain M. Cementwalais is the Chairman of the Committee. The Committee met once during the year on 30th May, 2019. The attendance record of VIL Nomination & Remuneration Committee is as under.

Name of Director Designation No. of meetings attended during 2019-20
Mr. HussainCementwala Chairman 1
Mr. Ramesh Lalwaney Member 1
Mrs. Farida H. Engineer Member 1

REMUNERATION TO DIRECTORS

During the year under review, the Executive Directors were paid an aggregate of Rs.1,65,420/- as remuneration distributed as under :-

Directors Remuneration paid during the year upto 31.3.2020 Rs.
Mr. Abbas A.Rassai NIL
Mr. HussainA.Rassai NIL
Mr.AkilA.Rassai NIL
Ms .ShabanaMistry 1,65,420

Resigned on 30.05.2019 as Director but will continue as C.F.O of Company.

Directors have voluntarily waived receipt of sitting fees for attending meetings of the Board / Committees of the Board of Directors of the Company. None of the non-executive directors are holding any shares/convertible instruments in the Company.

During 2019-20, the Company did not advance any loans to any of its directors. No stock options have been issued to any of the directors on the Board.

REMUNERATION POLICY

Remuneration committee recommends to the board the compensation package of the Executive Directors. The remuneration to the Executive Directors is subject to approval of the Board and shareholders as may be required. The non-executive directors are to be paid sitting fees for attending the meetings of the Board of Directors and Committees within the ceiling prescribed by the Central Government.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Stakeholder's Relationship Committee of your Company as on 31.03.2020 comprises of non executive directors, viz. Mr. Ramesh W. Lalwaney, Mr. Hussain M. Cementwala and Mr. Hussain A. Rassai, Executive Director.

Mr. Ramesh W. Lalwaney is the Chairman of the Committee.

The Committee's objective is attending to investors' complaints pertaining to transfers / transmission of shares, non-receipt of dividend / interest, and any other related matters. The Committee met once during the year on 30th May, 2019 and all members were present.

Compliance Officer:

Mr Anil Kumar Singla, Company Secretary Vyapar Industries Limited 145, S.V Road, Khar (W),

Mumbai-400052

Ph-022-66989111,

Fax: 022-66987010

E-mail :wapar@waparindustries.com

Website: www.vyaparindustries.com

Status of Investors Complaints / Share transfers received during the period 1stApril, 2019 to 31stMarch, 2020

1. Number of complaints received from the investors comprising of Non-receipt of Dividend, Non-receipt of Shares lodged for transfer, Non-Receipt of Annual Report, etc. Nil
2. Number of complaints resolved Nil
3. Complaints Pending as at 31 stMarch, 2020 Nil
4. Number of Share transfers pending for approval as at 31stMarch, 2020 Nil

GENERAL SHAREHOLDERS' INFORMATION

1. Thirty Fifth Annual General Meeting

Date : 19thAugust, 2020 Time : 3.00 p.m.

Venue :Vyapar Industries Limited145, S.V Road, Khar (W),Mumbai-400052.

2. Dates of Book Closure:

Wednesday 12th August, 2020 to Wednesday 19thAugust, 2020(Both Days Inclusive)

3. Registered Office

Vyapar Industries Limited 145, S.V Road, Khar (W),

Mumbai-400052.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company's 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:

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. Ms. ShabanaMistry, 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. Rassaiis the Managing Director of the Company upto 31st August, 2020, Ms. ShabanaMistry, 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.

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 9 (Nine) Board meetings and 6 (Six) 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 -4.

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. 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 had applied for voluntary delisting from the Bombay Stock Exchange, where the Company's shares were being traded and has been delisted w.e.f 02nd June, 2020. The company has paid listing fees under protest for the financial year 2020-21.

DEMATERIALISATION OF SHARES:

99.999% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2020 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 2019-2020.

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.Gohel& Associates LLP.(ICAI Registration No.107557W), were appointed as Statutory Auditors of the Company at the Thirty Fourth AGM held on September 30, 2019 to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Thirty Ninth Annual General Meeting of the Company to be held in the calendar year 2024. They will thus continue to be the statutory auditors for FY 2020-21.

SECRETARIAL AUDIT

Since the Company has been delisted and pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit is not applicable to the Company.

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, 2020 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, 2020.

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 2019-20.

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 2019-20 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.

MANAGING DIRECTOR'S 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 - 5.

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, 2020 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 2019-2020 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 2019-2020.

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 Company's 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.
July06, 2020