CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PHILOSOPHY
Your Company is committed to good Corporate Governance and endeavors to implement the Code of Corporate Governance in its true spirit.
The philosophy of your Company in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholder value without compromising in any way in compliance with laws and regulations.
Your Company believes that good governance brings about sustained corporate growth and long term benefits for stakeholders. Your Company continues to follow procedures and practices in conformity with the Code of Corporate Governance as enunciated in the Listing Agreement. Details of the implementation of the Code follow in the paragraphs below.
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, 2015 has seven Directors, three Promoter Directors, One Executive Women Director and three Non Executive Independent Directors who are professionals, with expertise and experience in general corporate management, finance, legal and other allied fields.
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.
• Committees considered are Audit Committee, Shareholders / Investors Grievance Committee & Remuneration Committee including in Vyapar Industries Limited.
As mandated by the revised Clause 49, the independent Directors on the Company's Board :
• Apart from receiving Director's sitting fees, do not have any material pecuniary relationships or transactions with the Company, its promoters, its directors, its senior management or its holding Company,
• Are not related to the promoters or persons occupying management positions at the Board level or at one level below the Board.
• Have not been executives of the Company in the immediately preceding three financial years.
• Are not partners or executives or were not partners or executives during the preceding three years of the:
> Statutory audit firm or the internal audit firm that is associated with the Company
> Legal firm(s) and consulting firm(s) that have a material association with the Company.
• are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect their independence.
• are not substantial shareholders of the Company i.e. do not own two percent or more of the block of voting shares.
B. Board Procedure
A detailed agenda folder is sent to each Director in advance of Board and Committee Meetings. To enable the Board to discharge its responsibility effectively, the Chairman of the Company briefs the Board at every Meeting on the overall performance of the Company. A detailed functional report is also placed at every Board Meeting. Amongst other things, the Board also reviews strategy and business plans, annual operating and capital expenditure budgets, compliance with statutory / regulatory requirements and review of major legal issues, adoption of quarter/half-yearly/annual results, risk management policies, investor's grievances, minutes, major accounting provisions and write-offs, corporate restructuring, minutes of meetings of the Audit Committee and Committee of Directors of the Board, etc.
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 2014-15, the Board met on 30th May, 12th August, 12th November all in 2014 and 31st January and 24th March in 2015.
The 29th Annual General Meeting was held on September 30, 2014.
D. Directors Seeking Appointment / Re-appointment
Mr. Akil A. Rassai and Mr. Hussain A. Rassai retire by rotation and, being eligible offer themselves for re- appointment.
MR. HUSSAIN A. RASSAI - JOINT CHAIRMAN
Mr. Hussain A.Rassai, aged about 46 years, is a qualified Bachelor of Architecture and has vast experience in Sales , Production & Manufacturing of Yarn. He has handled various assignments successfully during his service with the Company.
MR. AKIL A. RASSAI. - MANAGING DIRECTOR
Mr. Akil A.Rassai, aged about 45 years, is a qualified Law Graduate and has vast experience in Finance, Accounting, Legal, Taxation matters and Business Management. He has handled various assignments successfully during his service with the Company.
II. COMMITTEES OF THE BOARD
As on March 31, 2015, Vyapar Audit Committee comprises of :
1 Mr. Parvez Master - Chairman (Non Executive Independent Director)
2. Mr. Hussain M. Cementwala - member (Non Executive Independent Director)
3. Mr. Ramesh Lalwaney - member (Non Executive Independent Director)
4. Mr. Anil Kumar Singla, Company Secretary will act as secretary of Audit Committee.
The Committee met four times during the year on May 30, 2014, August 12, 2014, November 12, 2014 and January 31, 2015. The Minutes of the Audit Committee meetings were placed before and discussed by the Board.
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 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 non payment 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 2015 consisting of non-I executive directors, viz. Mr. Ramesh W. Lalwaney, Mr. Hussain M. Cementwala and Mr. Parvez Master 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. Ramesh W. Lalwaney is the Chairman of the Committee. The Committee met once during the year.
REMUNERATION TO DIRECTORS
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 2014-15, 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 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.
SHAREHOLDERS RELATIONSHIP COMMITTEE :
The Shareholder's Relationship Committee of your Company as on 31.03.2015 comprises of nonexecutive 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.
Mr. Anil Kumar Singla, Company Secretary Vyapar Industries Limited 145, S. V. Road, Khar (W), Mumbai - 400 052.
Ph-022-66989111, Fax: 022-66987010
E-mail : email@example.com
GENERAL SHAREHOLDER INFORMATION:
1. Thirtieth Annual General Meeting
Date : 30th September, 2015
Time : 3.00 p.m.
Venue : Vyapar Industries Limited - 145, S. V. Road, Khar (W), Mumbai - 400 052.
2. Dates of Book Closure :
Thursday, 24th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive)
3. Financial Calendar of the Company:
The financial year covers the period from 1st April to 31st March.
Financial reporting for 2015-16 (Tentative):
The First Quarter Results - 30.6.2015 Between 31st July and 15th August 2015
The Half Yearly Results - 30.9.2015 Between 30th October and 15th November 2015
Third Quarter Results - 31.12.2015 Between 30th January and 15th February, 2016
Approval of Annual Accounts - 31.3.2016 2nd week of May, 2016 / Last week of June, 2016
4. Registered Office
Vyapar Industries Limited 145, S. V. Road, Khar (W), Mumbai 400 052.
5, Listing on Stock Exchanges
Bombay Stock Exchange Limited (BSE),
Code/Trading Symbol 506142
Phiroze Jeejeebhoy Towers, Dalal Street, Mumabi 400 001.
Bombay Stock Exchange Limited
Equity Share (physical form) : 506142 VYAPAR INDUSTRIES LTD.
(Demat Form) : ISIN INE070G01012
9. Registrar and Share Transfer Agents:
BIGSHARE SERVICES PRIVATE LIMITED. E, 2/3 Ansa Industrial Estate, Sakivihar, Sakinaka, Andheri (East), Mumbai 400 072. Tel No. 022-28470652 / 53, 40430200
10. Share Transfer System
Shares sent for transfer in physical form are registered and returned within a period of 15 days from the date of receipt of the documents, provided the documents are valid and complete in all respects.
As of date, there are no pending share transfers pertaining to the year under review
13. Dematerialisation of Shares
As on 31st March 2015, 1,08,78,031 (99.84%) of total equity capital was held in Electronic form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company's equity shares have to be compulsorily traded in the electronic form. Requests for dematerialisation of shares are processed and confirmed within 7 days.
I 14. Details of Public Funding obtained in the last three years:
The Company has not obtained any public funding in the last three years.
15. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity.
No Instrument Outstanding
16. Other offices of the Company
The Company has Offices at the following places:
Vyapar Industries Limited 145, S.V Road, Khar (W),
17. Address for Correspondence
(Registered Office) Vyapar Industries Limited 145, S. V. Road, Khar (W), Mumbai - 400052. CIN : L65990MH1983PLC029875 Ph: 66989111, Fax: 66987010, Email: firstname.lastname@example.org
Shareholders may also correspond with the Registrars and Share Transfer Agents, at:
BIGSHARE SERVICES PRIVATE LIMITED. E, 2/3 Ansa Industrial Estate, Sakivihar, Sakinaka, Andheri (East), Mumbai 400 072. Tel No. 022-28470652 / 53
V. OTHER DISCLOSURE
1. Details of Non-compliance
There was no non-compliance by the Company on any matters related to capital markets during the last three years.
2. Code of Conduct
The Board of Directors of the Company has laid two separate Code of Conduct - one for directors and other for senior management and employees. These codes are posted on the Company's website, www.vyaparindustries.com . All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Joint Chairman is annexed to this report.
3. Means of Communication
The quarterly, half-yearly and yearly results are published in national and local dailies. These are not sent individually to the shareholders. The Company also informs stock exchanges in a prompt manner, all price sensitive information or such other matters which in its opinion, are material and relevant for the shareholders.
4. The Management Discussion and Analysis Report (MDA) has been attached to the Directors' Report and forms part of this Annual Report.
5. CEO Certification
We hereby certify that, to the best of our knowledge and belief.
a) We have reviewed the financial statements and cash flow statement for the year and that to the best of our knowledge and belief :
i. These statements do not contain any materially untrue statement or omit any material fact nor do they contain statements that might be misleading.
ii. These statements together present a true and fair view of the company's affairs and are in compliance with the existing accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year that are fraudulent, illegal or violative of the Company's code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee that :
i. there are no significant changes in internal control over financial reporting during the year
ii. there are no significant changes in accounting policies during the year; and
iii. there are no instances of significant fraud, of which we have become aware and the involvement therein, of the management or an employee having a significant role in the Company's Internal Control Systems over financial reporting.
6. Disclosure of Accounting Treatment
The financial statements are prepared under the historical cost convention in accordance with Generally Accepted Accounting Principles in India, the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies Act, 2013.
7. Materially Significant Related Party Transactions
There are no materially significant related party transactions that may have potential conflict with the interests of Company.
8. Code for Prevention of Insider Trading Practices:
In compliance with the SEBI Regulation on Prevention of Insider Trading, the Company has instituted a comprehensive code of conduct for its designated employees. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of the Company, and cautions them on consequences of violations. Mr. Anilkumar Singla Company Secretary has been appointed as the Compliance Officer under this code.
The Company is fully compliant with the applicable mandatory requirements of the revised Clause 49. Except as stated elsewhere in this report, the company has not adopted other non-mandatory requirements.
10. Non-mandatory Requirements:
I. The Board
At present there is no policy fixing for the tenure of independent directors.
II. Remuneration Committee
Particulars of constitution of Remuneration Committee and terms of reference thereof has been detailed
III. Shareholder's Rights
Half yearly financial results including summary of the significant events in last six months are presently, not being sent to shareholders of the company.
IV. Audit Qualifications
The financial accounts of the company are unqualified
V. Training of Board Members
There is no formal policy at present for training of the Board Members of the company as the members of the Board are eminent and experienced professional persons.
VI. Mechanism for evaluating non-executive board members
There is no formal mechanism existing at present for performance evaluation of non-executive directors.
VII. Whistle Blower Policy
With a view to establish a mechanism for protecting the employees reporting unethical behaviour, fraud, violation of Company's Code of Conduct, the Board of Directors has adopted a Whistle Blower Policy. During the year no personnel has been denied access to the Audit Committee.
Sd/- Hussain A. Rassai
Mumbai, 25th May, 2015