VYAPAR INDUSTRIES LIMITED · 2010. 9. 7. · NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby...

VYAPAR INDUSTRIES LIMITED

ANNUAL REPORT (2009-2010)

BOARD OF DIRECTORS

Abbas A Rassai - Chairman

Hussain A Rassai - Joint Chairman

Akil A. Rassai - Managing Director

Ramesh W. Lalwaney - Director

Moiz N. Bharmal - Director

Parvez M.Master - Director

AUDITORS

Salim A. Kantawala.

Chartered Accountant, Mumbai

EQUITY SHARES ARE LISTED ON

Bombay Stock Exchange

REGISTER AND SHARE TRANSFER AGENT

BIGSHARE SERVICES PRIVATE LIMITED.

A, 2/3 Ansa Industrial Estate,

Sakivihar, Sakinaka,

Andheri (East), Mumbai 400 072.

Ph: 022-28470652/53, 40430200

DATE OF AGM

September 30, 2010

DAY

Thursday

TIME

3.00 p.m

Twenty Fifth Annual Report

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NOTICE OF ANNUAL GENERAL MEETING

thNOTICE is hereby given that the 25 Annual General Meeting of the members of VYAPAR INDUSTRIES LIMITED will be held at 145, S.V. Road, Khar (West), Mumbai - 400 052 on Thursday, September 30, 2010 at 3.00 p.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2010 and Profit & Loss Account for the year ended on that date together with the Auditors' and Directors' Report.

2. To appoint a Director in place of Mr. Akil A. Rassai who retires by rotation and being eligible to offer himself for reappointment.

3. To appoint a Director in place of Mr. Ramesh W. Lalwaney who retires by rotation and being eligible to offer himself for reappointment.

4. To appoint auditors to hold office from the conclusion on this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The instrument appointing a proxy in order to be effective, should be duly completed, stamped and signed, and must be deposited at the Registered Office of the Company not less than 48 hours before the time of the Meeting.

3. Members are requested to bring their copies of the Annual Report to the Meeting. Members/proxies attending the Meeting should bring the Attendance Slip, duly filled, for handing over at the venue of the meeting.

4. Members are requested to advise immediately change in their address, if any, quoting their Folio number(s) to the company.

5. The Register of Members and Shares Transfer Books of the Company will remain closed from Thursday, September 23, 2010 to Thursday, September 30, 2010 (both days inclusive)

For and on behalf of the Board

Abbas A. RassaiChairman

Registered Office:145, S.V. Road, Khar (W),Mumbai-400 052.

August 28, 2010


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DIRECTORS REPORT

Dear Shareholders,

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

OPERATING AND FINANCIAL REVIEW

(Amount in Rs.)

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

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

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

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

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

Depreciation 55,727 70,981

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

Provision for Taxes

Current - -

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

Fringe Benefit - 1,48,000

MAT 14,740 -

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

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

Appropriation

Bonus Shares - -

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

Excess Provision for FBT - (241)

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

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

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

DIVIDEND

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

CAPITAL

The company's present paid up capital stands at Rs. 10,89,50,000 comprising of 1,08,95,000 equity shares of Rs. 10/- each, includes 44,80,000 Equity shares of Rs. 10/- each issued as underlying securities to Foreign

thDepository against 17920000 GDR issued as on 30 June, 2010.

OPERATIONS

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

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Rayon Company (NRC), have closed down thus resulting in a surge in the demand for viscose filament yarn in single yarn, twisted & dyed category which has benefited the Company. Company imports yarn from China and sells in local market. Company is getting most of its yarn air spliced which makes its knot less. This is value addition for the Company,s product, to be well accepted in local market. Company has posted a profit before tax of Rs. 11,02,643/- during the year.

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

Various organization development initiatives were undertaken during the year. These are expected to help create a robust organization based on strong values, uniform and systematic business processes and people empowerment. Your company will shortly be undertaking major marketing initiatives to create a differentiated brand identity which will provide customers the requisite value and comfort that they seek and which they have come to be very profoundly associated with the 'Vyapar' brand.

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

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

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

LISTING OF EQUITY SHARES

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

PUBLIC DEPOSITS

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

CASH FLOW STATEMENT

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

DIRECTORS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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SUBSIDIARIES

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

CORPORATE GOVERNANCE

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

AUDITORS AND THEIR OBSERVATIONS

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

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

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

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended March 31, 2010.

Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE

Foreign exchange earned during the period under consideration was NIL

Foreign exchange expenditure incurred during year amounted to Rs. 93,41,02,063.00

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers and Government of Maharashtra for the un-stinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

Abbas A.RassaiChairman

Dated: August 28, 2010

Place : Mumbai

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MANAGEMENT'S DISCUSSION AND ANALYSIS

A. INDUSTRY OVERVIEW

India - Heritage in Textiles

1. Indian textiles have a legendary heritage through the ages. Some of the best attires of Greeks & Romans were draped with Indian textiles. European settlers exchanged silver & gold for Indian textiles, which became the fashion statement of the period. Calico, Pajamas, Gingham, Dungaree, Chintz & Khaki these apparel names are Indian contributions to the English language.

2. India - Today

India today, is a fast emerging economic super power. With a population of a strong 300 million and the world's largest middle class population, it unleashes the latent strength of popular consumerism while reshaping both business & the way of life. With the surging trend in all sectors, International Trade Journals have rightly billed India as one of the fastest growing economies in the world.

3. Indian Textile Industry - An overview

3.1 The Textile & Clothing industry is equally sharing the trends in this economic uptrend. T & C sector, accounts for nearly 4% of the Gross Domestic Product, 14% of the country's industrial production and 27% of the export earnings. Being the world's largest producer of silk, India's ranking in cotton crop production is a significant 15% of the global yield. Would you ever imagine that Textiles & Clothing is next only to Agriculture in terms of market-reach? The T & C sector has been at the forefront of socio-economic development while providing employment to nearly 35 million Indians amongst which include a substantial number of women.

3.2 Thanks to the fast growing consumer class and increasing disposable incomes, per capita domestic consumption of textiles & apparels is expected to have a volume growth from about 20 meters to 32 meters and value growth from 35 billion US Dollars to 45 billion US dollars by next year.

3.3 India's cotton textile & garment industry has immense export potential. Cost competitiveness backed by international quality is driving the penetration of Indian basic yarns and grey fabrics in global commodity market, as a result of which apparels can be manufactured in relatively small batch lots. This flexibility offers larger variety of casual wear and leisure garments at cost effective levels.

3.4 With a projected two fold increase in the size of the global textile market in the next 4 years, the National Textile Policy has targeted India's export revenues to 50 billion US dollars by the year end.

3.5 Besides natural fibers like cotton, jute & silk, synthetic raw material products such as polyester staple fiber, polyester filament yarn, acrylic fiber and viscose fiber are produced in a mass scale. That presents the wide canvas of the Indian textile scene with wider opportunities.

The Polyester/ Viscose industry is one of the key industries in the Indian economy and India is today one of the leading countries in the world as far as trade is concerned. Though new opportunities are rapidly emerging India's future position will largely depend on how effectively the Industry and Government are able to resolve core issues and take advantage of an increasingly fragmented industry structure. The Industry, which is one of the oldest in existence, has promoted economic development even in far-flung areas of the country, both urban and rural. Two of the highly developed metropolises of Modern India like Mumbai and Ahmedabad grown over the years have the main business base of textile industry.

B. INDUSTRY STRUCTURE AND DEVELOPMENT:

Great changes are taking place in the global industry, and as the company has established its position in the Indian Economy and also restructuring itself to fit in the competitive market.

The export scenario for the year under review continued to be fiercely competitive and the domestic industry witnessed moderate increase in demand. Inspite of adverse market conditions, the Company's performance during the year under review was satisfactory.

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C. FUTURE PROSPECT / BUSINESS PLANS OF THE COMPANY

During the year Yarn & Thread, was the thrust areas of business for the Company. 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.

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

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has a proper and adequate system of internal control to ensure that all assets are safeguarded and protected against any loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company's internal control systems are periodically reviewed by the management together with the Audit Committee of the Board. The emphasis of internal control prevails across functions and processes, covering the entire gamut of activities including finance, supply chain, distribution, marketing etc.

E. HUMAN RESOURCES DEVELOPMENT/INDUSTRIAL RELATIONS:

The Company recognizes the need for continuous growth and development of its employees in order to provide greater job satisfaction and also to equip them to meet growing organizational challenges. Industrial relations have continued to be harmonious at all units throughout the year. Measures for safety of employees, Welfare and development continue to receive top priorities.

F. RESEARCH & DEVELOPMENT

The company has been carrying out research and development in the following specific areas.

1. To improve the breaking strength and tenacity of the thread.

2. To reduce the elongation of the thread.

3. To reduce the shrinkage of the thread.

4. To make the yarn anti-microbal.

5. To make the yarn fire resistant.

G. CAUTIONARY STATEMENT:

Statements in this report on Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be forward looking statements within the meaning of applicable security laws and regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however differ materially from those expressed or implied.

Important factors that could make a difference to the company's operation include demand and supply conditions, finished good prices, raw materials cost and availability, changes in Government regulation and tax structure, economic developments within India and the countries with which the company has business contacts and other factors such as litigations, Industrial relations of India and compensation paid during the year.

The Company assumes no responsibility in respect of forwarded looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events of the Company.

For and on behalf of the BoardAbbas A. Rassai

Chairman

Place : MumbaiDate : August 28, 2010

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CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE PHILOSOPHY

Your Company is committed to good Corporate Governance and endeavours 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.

stThe Company as on 31 March, 2010 has six Directors, three Promoter Executive Directors and three Non Executive Independent Directors who are professionals, with expertise and experience in general corporate management, finance, legal and other allied fields. Mr. Parvez M. Master has been appointed as additional Director of the Company from April 29, 2009.

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 Membership in Chairmanship inCompanies * Committee # Committee

Mr. Abbas A. Rassai(Executive Chairman) 3 - -

Mr. Hussain A. Rassai(Executive Joint Chairman) 5 1 1

Mr. Akeel A.Rassai(Managing Director) 5 - -

** Mr. Parvez M.Master(Independent Director) 1 2 1

Mr. Ramesh W. Lalwaney(Independent Director) 1 3 2

Mr. Moiz .N.Bharmal(Independent Director) 2 3 -

* including Directorship in Vyapar Industries Limited.

th** Resigned from Directorship wef 08 April, 2008 and reappointed on 29.04.09.

# Committees considered are Audit Committee, Shareholders/Investors Grievance Committee & Remuneration Committee including in Vyapar Industries Limited.

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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 and significant transactions of subsidiary companies, investment and exposure limits, 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.

th th th st th nd During the financial year 2009-10, the Board met on 29 April, 19 May, 19 June, 31 July, 24 August, 22th st thSeptember, 6 October, 31 October all in 2009 and 30 January in 2010.

thThe 24 Annual General Meeting was held on July 18, 2009.

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 9

Mr. Hussain A.Rassai 9 Yes

Mr. Akeel A.Rassai 9 Yes

Mr. Ramesh W. Lalwaney 6

Mr. Parvez A. Master * 6

Mr. Moiz N. Bharmal 9 Yes

th th* Resigned since 08 April, 2008 and reappointed on 29 April, 2009.

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D. Directors Seeking Appointment/Re-appointment

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

MR. AKIL A. RASSAI - MANAGING DIRECTOR

Mr. Akil Rassai, Managing Director of the Company is a Commerce graduate from Mumbai University and has also done his LLB from Government Law College. He is handling entire marketing & Finance. He was also the President (Sales & Marketing) for M/s. Siltek S.P.A, Barcelona, Spain for two years. He has also worked as a Research Analyst at the College of Textile, North Carolina State University.

At Vyapar Industries Limited he primarily looks after the finance and export related activities. His main thrust area at present includes marketing of Yarn , finance and the import /export of Yarn.

MR. RAMESH W. LALWANEY- INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Ramesh Lalwaney is a Science and Laws graduate and has done his PGDBA and his Masters in Law (Gold medalist). A practicing legal consultant, he is also a visiting faculty for law at New Law College, Rizvi College and J.C. College of Law. He has also published law textbooks named “Business Law This Way” and “The Simplest Text Book on Industrial Law”.

Name of Company Name of Committee Position Held

Vyapar Industries Ltd. Audit Committee Member

Vyapar Industries Ltd. Shareholders Grievances Chairman

Vyapar Industries Ltd. Remuneration Committee Chairman

II. COMMITTEES OF THE BOARD

AUDIT COMMITTEE

As on March 31,2010, Vyapar Audit Committee comprises of :

1 Mr. Parvez Master - Chairman (Non Executive Independent Director)

2. Mr. M. Bharmal - member (Non Executive Independent Director)

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

The Committee met five times during the year on April 29, 2009, June 19, 2009, July 31, 2009, October 31, 2009 and January 30, 2010. 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 2009-10

Mr. Parvez Master Chairman 5

Mr. M. Bharmal Member 5

Mr. Ramesh Lalwaney Member 5

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

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ensure that the financial statement is correct, sufficient and credible.

2. 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.

3. 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.

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

5. 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 (2AA) of section 217 of the Companies Act, 1956

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.

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

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

8. 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.

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

10. 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.

11. 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.

12. 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.

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

14. 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

REMUNERATION COMMITTEE

thThe Company has re-constituted its Remuneration Committee with effect from 29 March 2009 consisting of non-executive directors, viz. Mr. Ramesh W. Lalwaney, Mr. Moiz N. Bharmal 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. Parvez Master is the Chairman of the

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Committee. The Committee met once during the year.

REMUNERATION TO DIRECTORS

During the year under review, the Executive Directors were paid an aggregate of Rs.36,30,000/- as remuneration distributed as under :-

Directors Remunerationpaid during the year upto 31.3.2010

Rs.

Mr. Abbas A.Rassai 14,70,000

Mr. Hussain A.Rassai 10,80,000

Mr. Akil A.Rassai 10,80,000

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 2009-10, 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.

SHAREHOLDER'S & INVESTOR'S GRIEVANCE COMMITTEE :

The Shareholder's and Investor's Grievance Committee of your Company comprises of non-executive directors, viz. Mr. Ramesh W. Lalwaney, Mr. Moiz N.Bharmal 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.

Compliance Officer:Mr Hussain A. Rassai, Executive Joint Chairman Vyapar Industries Limited145, S.V Road, Khar (W), Mumbai-400052 Ph-022-66989111, Fax: 022-66987010E-mail : [email protected]

Status of Investors Complaints / Share transfers received during the period 1st April, 2009 to 31st March, 2010

1. Number of complaints received from the investors comprising ofNon-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 31st March, 2010 Nil

4. Number of Share transfers pending for approval as at 31st March, 2010 Nil

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GENERAL SHAREHOLDERS' INFORMATION

GENERAL SHAREHOLDER INFORMATION:

1. Twenty Fifth Annual General Meeting

thDate : 30 September, 2010

Time : 3.00 p.m.

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

2. Dates of Book Closure :

rd thThursday, 23 September, 2010 to Thursday, 30 September, 2010 (both days inclusive)

3. Financial Calendar of the Company:

The financial year covers the period from 1st April to 31st March.

Financial reporting for 2010-11 (Tentative):

The First Quarter Results - 30.6.2010 Between 20th July and 31st July 2010

thThe Half Yearly Results - 30.9.2010 Between 30th October and 15 November 2010

thThird Quarter Results - 31.12.2010 Between 30th January and 15 February, 2011

Approval of Annual Accounts - 31.3.2010 2nd week of May, 2011/ Last week of June, 2011

4. Registered Office

Vyapar Industries Limited

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

Mumbai-400052.

5. Listing on Stock Exchanges Code/Trading Symbol

A. Equity Shares

Bombay Stock Exchange Limited (BSE), 506142

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumabi 400 001.

B. GDRs

Singapore Exchange Ltd. (SGX) ISIN Code : US92921T1097

Singapore

Overseas Depository

J P Morgan Chase Bank N.A.

Four, New York Plaza,

New York N.Y. UNITED STATES

Domestic Custodian

J P Morgan Chase Bank N.A th6 Floor, Paradigm 'B' Wing,

Behind Toyota Showroom,

Mindspace, Malad (W), Mumbai- 400 064

6. Stock Code

Bombay Stock Exchange Limited

Equity Share (physical form) : 506142 VYAPAR INDUSTRIES LTD.

(Demat Form) : ISIN INE070G01012

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7. BSE - Stock Price Data (for the period April, 2009 to March, 2010)

Year Month High (Rs.) Low (Rs.) Monthly Volume

2009 April 32.55 26.00 910,867

2009 May 40.85 26.30 4,622,738

2009 June 41.20 25.40 10,590,920

2009 July 30.55 19.00 65,48,573

2009 August 30.40 22.35 147,21,570

2009 September 36.90 27.60 10,639,542

2009 October 38.85 32.00 8,902,023

2009 November 67.70 38.50 36,519,739

2009 December 65.65 52.00 11,069,983

2010 January 60.10 43.00 5,162,850

2010 February 52.00 37.50 2,884,866

2010 March 51.00 37.80 3,492,508

8. Performance in comparison to BSE 500 Index :(for the period April 2009 to March 2010)

The performance of the Company's shares relative to the BSE 500 Index and BSE MIDCAP Index is given in the Charts below :

Year Month VIL BSE 500 Index BSE MIDCAPClose (Rs.) Close (Rs.) Close (Rs.)

2009 April 26.25 4,140.42 3,513.86

2009 May 38.75 5,520.25 5,056.74

2009 June 26.00 5,492.03 5,076.34

2009 July 26.70 5,940.38 5,571.02

2009 August 29.95 6,044.61 5,882.97

2009 September 34.45 6,552.75 6,324.16

2009 October 38.10 6,142.43 6,014.30

2009 November 56.80 6,584.98 6,415.47

2009 December 55.40 6,842.25 6,717.82

2010 January 43.85 6,509.90 6,509.80

2010 February 40.55 6,518.38 6,397.82

2010 March 38.60 6,919.55 6,806.18

14


09. Registrar and Share Transfer Agents:BIGSHARE SERVICES PRIVATE LIMITED.A, 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 30 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.

11. Distribution of Shareholding as on 31st March, 2010:

No. of Equity No. of % of No. of shares held % of Shares Shareholders Shareholders Shareholding

1 - 5000 1161 77.04 164667 1.51

5001 - 10000 130 8.63 113377 1.04

10001 20000 63 4.18 98286 0.90

20001 30000 38 2.52 93207 0.86

30001 40000 19 1.26 68610 0.63

40001 50000 16 1.06 76601 0.70

50001 100000 35 2.32 267790 2.46

100001 & above 45 2.99 10012462 91.90

TOTAL 1,507 100.00 10895000 100.00

12. Shareholding pattern as at 31st March, 2010:

Category No of Shares % of holding

Promoters 2300568 21.12

Foreign Institutional Investors 473299 4.34

Private Corporate Bodies 1059309 9.72

Indian Public 1884796 17.30

NRI/OCB's 400854 3.68

Shares in Transit 1174 0.01

GDR 4775000 43.83

Total 10895000 100.00

13. Dematerialisation of Shares

As on 31st March 2010, 108,78,031 (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.

14. Details of Public Funding obtained in the last three years:

15


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.

(a) GDR: Outstanding 19100000 GDRs as on March 31, 2010 represents 47,75,000 Equity shares constituting

43.83 % of the paid Equity share capital of the Company. Each GDR represents Four : One underlying equity

shares in the Company. GDR is not a specific time-bound instrument and can be surrendered any time and

converted into underlying shares in the Company. The shares so released in favour of the investers upon

surrender of GDRs can either be held by the investors concerned in their name or sold off in the Indian

secondary markets for cash. GDR Outstanding as on June 30, 2010 is 17920000 GDR's represents

44,80,000 Equity shares constituting 41.12 % of the paid Equity share capital of the Company.

VIL GDRs are listed at Singapore Exchange Ltd. (SGX). J P Morgan Chase Bank NY is the Depository and

local custodian of all the Equity shares underlying the GDRs issued by the Company.

(b) Equity Share Warrants: 15,00,000 warrants were allotted on preferential basis on November 09,2007, to

the subscribers in accordance with SEBI (Disclosure and Investor Protection) Guidelines, 2000. Such

warrants were convertible into equity shares within 18 months, as the subscribers does not exercise the

conversion option, on non availing of option to convert into equity shares by warrant holders by last day, thwere forfeited by the Company on expiry of 18 months on May 08, 2009.

16. Other offices of the Company

The Company has Offices at the following places:

Registered Office:



Mumbai-400052.

Surat Branch Office:


Yaasin Park,Grd. Floor,

Satranjiwad, Zampa Bazar ,

Begumpura, SURAT (Gujrat)

Varanasi Branch Office:


D 58/33,Krishi Export Plaza,

Sigra, Varanasi (U.P) -221010.

Bangalore Branch Office:

Vyapar Industries LimitedthNo.3, 13 Cross, Cubbonpet,

Banglore- 560 002.

17. Address for Correspondence

(Registered Office)



Mumbai-400052.

Ph: 66989111 , Fax: 66987010, Email: [email protected]

Shareholders may also correspond with the Registrars and Share Transfer Agents, at:

BIGSHARE SERVICES PRIVATE LIMITED.

A, 2/3 Ansa Industrial Estate,

16


Sakivihar, Sakinaka,

Andheri (East), Mumbai 400 072.

Tel No. 022-28470652/53

V. OTHER DISCLOSURE

1. Details of Annual/Extraordinary General Meetings:

Annual General Meetings held during the past 3 years

Year Date Time Venue

th2007 28 September, 2007 3.00 p.m. Registered office Khar(W), Mumbai

th2008 30 September, 2008 3.00 p.m. Registered office Khar(W), Mumbai

th2009 18 July, 2009 3.00 p.m. Registered office Khar(W), Mumbai

Extra Ordinary General Meetings held during the past 3 years

Year Date Time Venue

th2007 24 July, 2007 3.00 p.m. Registered office Khar(W), Mumbai

th2007 30 Aug, 2007 3.00 p.m. Registered office Khar(W), Mumbai

th2007 26 Oct, 2007 3.00 p.m. Registered office Khar(W), Mumbai

th2008 07 Mar, 2008 3.00 p.m. Registered office Khar(W), Mumbai

th2008 30 April, 2008 3.00 p.m. Registered office Khar(W), Mumbai

th2009 09 June, 2009 3.00 p.m. Registered office Khar(W), Mumbai

st2009 21 August, 2009 3.00 p.m. Registered office Khar(W), Mumbai

th2009 30 September 2009 3.00 p.m. Registered office Khar(W), Mumbai

st2009 01 December, 2009 3.00 p.m. Registered office Khar(W), Mumbai

Details of special resolutions passed in previous 3 AGMs / EGMs :

th24 AGM Regularisation of Additional Directors Mr. Ramesh W. Lalwaney, Mr. Moiz

Bharmal & Mr. Parvez Master appointed during the year.

rd23 AGM Regularisation of Additional Directors Mr. Haresh Shah, Mr. Jatin Shah, Mr.

O.P.Jhunjunwala & Mr. Milind Kasodekar appointed during the year.

nd22 AGM Nil.

th24 July, 2007 EGM Special resolution was passed for authority to Board to sell land and building

situated at SEZ Surat and also other assets of the Company u/s 293 (1)(a) and

also authority to Board to create mortgage, charge and hypothecation on

assets of the Company from time to time upto a sum of Rs.100 Crore u/s

293(1)(a) of The Companies Act , 1956 through postal ballot. Special

resolution was also passed pursuant to section 372A of the Companies Act,

1956 for making an investment of upto Rs. 26 Crore in Equity Shares capital of

Rassai Properties & Industries Ltd. Mumbai at a premium of Rs. 490/- per

equity share. Special Resolution was passed for appointing Mr. Abbas

A.Rassai as Chairman, Mr. Hussain A Rassai as Joint Chairman and Mr. Akeel

17


A.Rassai as Managing Director u/s 198,269,309, Schedule XIII and other

applicable provisions of Companies Act, 1956 for five years.

August 30, 2007 1. Special resolution was passed for Authority to the Board of Directors for

further issue of securities either through Global Depository

Receipts(GDRs). American Depository Receipts(ADRs), Convertible

Debantures ( Whether fully Convertible or not), Secured Premium

Notes, and /or other type of securities for an amount not exceeding USD

50 Million in the manner as the Board thinks it fit and necessary.

2. Special resolution was passed for authority to the Board of Directors u/s

372A of the Companies Act, 1956 for investment upto Rs. 200 Crores in

the equity shares of other bodies corporate which are in the business of

property and infrastructure development as and when the opportunity

arise and to do all such acts, deeds, matters and things as may be

necessary.

th26 October, 2007 Special Resolution was passed u/s 81(1A) and of the Companies Act, 1956,

for authority to the Board to create, issue, offer and allot 15,00,000 convertible

warrants @ Rs.150/- (including a premium of Rs.140/-) per equity share of

Rs.10/- each being the price with respect to the Relevant date i.e. 25.09.2007,

as prescribed under Guidelines for preferential Issues contained in Chapter

XIII of the SEBI (Disclosure and Investor Protection ) Guidelines, 2000 and the

aggregate amount of the Securities so issued shall not exceed

Rs.22,50,00,000/-.

th07 March,2008 EGM 1. Special resolution was passed for Alteration of Memorandum of

Association by insertion of new clause 3 in the main objects of

Memorandum of Association pertaining to property and infrastructure

development and for commencement of said new business as

mentioned in new clause 3.

2. Special resolution was passed for Authority to the Board for deployment

of funds received from issue of 1,91,00,000 GDRs for Inter Corporate

Deposits, making investments in share capital of Rassai Properties and

Industries Ltd i.e for deployment and utilization of issue proceeds of thGDR for purposes other than mentioned in letter of offer. Dt. 13

December 2007 as may in its absolute discretion deem fit and proper.

3. Special resolution was passed for authority to the Board under section

372A of the Companies Act, 1956 for invest in share capital of Rassai

Properties and Industries Ltd, upto a sum of Rs 200 crore in aggregate

in one or more trenches.

4. Special resolution was passed for authority to the Board to make invests

in Inter Corporate Deposits (ICDs) and other market funds from time to

time in various schemes and in one or more companies, out of surplus

funds available with the Company, upto a sum of Rs 200 crore in

aggregate share capital of Rassai Properties and Industries Ltd, upto a

sum not exceeding Rs 200 crore at any point of time.

th th 30 April,2008 EGM Special resolution was passed on 30 April, 2008 for modification of the terms

of issue of 15,00,000 Convertible Warrants by extension of period for

exercising the option for conversion of the convertible warrants into equity

shares by a further period of 6 months and power to Board to extend by

18


further 6 months i.e upto a total maximum period of 18 months from the date of

issue.

th th 09 June, 2009 Special resolution was passed on 09 June, 2009 for change of Auditors,

Appointment of Salim A. Kantawala Chartered Accountant in place of M/s

.Kantawala & Co. Chartered Accountants who resigned.

th th 24 August, 2009 Special resolution was passed on 24 August, 2009 for Salary & Appointment

of relatives of Directors Mrs. Shamima A.Rassai, Mrs. Yakuta H.Rassai and

Mrs. Sakina A.Rassai u/s 314(1B) of Companies Act, 1956.

th30 September,2009 Special Resolutions passed by Postal Ballot for Commencement of new

business by addition of new objects in Main objects of Memorandum of

Association of the Company u/s 17 of The Companies Act,1956.

st01 December,2009 Special Resolutions passed by Postal Ballot for Commencement of new

business by addition of new objects in Main objects and putting the 3 old

objects of Main Objects in Ancillary objects of Memorandum of Association of

the Company u/s 17 of The Companies Act,1956.

No other special resolution is proposed to be conducted through postal ballot.

2. Details of Non-compliance

There was no non-compliance by the Company on any matters related to capital markets during the last

three years.

3. 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

Chairman is annexed to this report.

4. 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.

5. The Management Discussion and Analysis Report (MDA) has been attached to the Directors' Report

and forms part of this Annual Report.

6. 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

19


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.

Sd/-

Akil Rassai

Managing Director

thMumbai, 28 August, 2010

7. 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, 1956.

8. Materially Significant Related Party Transactions

There are no materially significant related party transactions that may have potential conflict with the

interests of Company.

9. 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. Hussain Rassai, Executive Director

has been appointed as the Compliance Officer under this code.

10. Compliance:

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.

thMumbai, 28 August, 2010 Sd/-

Hussain A. Rassai

Joint Chairman

20


DECLARATION ON CODE OF CONDUCT

To

The Members of

VYAPAR INDUSTRIES LIMITED, Mumbai

I, Hussain Rassai, Joint Chairman of Vyapar Industries Limited declare that to the best of my knowledge and belief, all the members of the Board of Directors and the designated personnel in the senior management of the Company have affirmed compliance with the Code of Conduct for the financial year

stended 31 March 2010.

For VYAPAR INDUSTRIES LIMITED

HUSSAIN A. RASSAI

Joint Chairman

thMumbai, 28 August, 2010

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of


We have examined the compliance of conditions of Corporate Governance by Vyapar Industries Limited, for stthe year ended 31 March 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company

with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of the certificate of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the directors and the management, we certify that the Company has complied in all material aspects with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement except the following:

1. The appointment of minimum number of non-executive directors as specified in Clause I (A) (i) of Clause 49 of The Listing Agreement. The condition was complied on 29th April, 2009.

2. The appointment of a Company Secretary in terms of Section 383A of Companies Act, 1956.

We state that as per the records maintained by the Registrars and Share Transfer Agents of the Company and presented to the Shareholders / Investor Grievance Committee no investor grievances are pending for a period exceeding one month against the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai Salim A. KantawalathDate: 28 August, 2010. (Chartered Accountant)

Membership No. 38859

21


AUDITOR'S REPORT

To the Members of VYAPAR INDUSTRIES LIMITED.

st1. We have audited the attached Balance Sheet of Vyapar Industries Ltd., as at 31 March 2010 and also the Profit and Loss Account and Cash flow statement for the year ended on that annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of those books.

(c) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards subject to schedule U referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable;

st(d) On the basis of written representations received from the directors, as on 1 April, 2010 and taken on strecord by the Board of Directors, we report that none of the directors are disqualified as on 31 March

2010 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(e) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

st(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2010; and

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

(iii) in the case of Cash flow statement of the cash flows for the year ended on that date.

For Salim A. KantawalaChartered Accountant

Membership No. 38859

Place: Mumbai

thDate: 28 August, 2010.

22


stANNEXURE TO AUDITORS REPORT 31 March 2010

Referred to in Paragraph 3 of our report of even date :

I In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As per the information and explanation given to us, the management of the Company has physically verified its assets of reasonable interval during the year, and no material discrepancies were noticed on such physical verification.

c) No fixed assets have been disposed off during the year.

II In respect of Inventories :

a) As explained to us the Inventory has been physically verified by the management at reasonable interval during the year.

b) In our opinion the procedures of physical verification are reasonable and adequate having regards to the size of the company and the nature of its operation.

c) In our opinion the company is maintaining proper records of Inventory and as per the information and explanation given to us, no material discrepancies were noticed on physical verification.

III According to the information and explanation given to us the company has granted unsecured loans, to the companies, firms or other parties covered in the register maintain under section 301 of the Companies Act 1956, details of which are given in Annexure I.

According to the information and explanation given to us the company has taken unsecured loans, from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, details of which are given in Annexure II.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and we have not observed any continuing failure to correct major weaknesses in such internal control system.

V In our opinion and according to the information and explanation given to us, the company has entered into contracts and arrangements with other parties particulars of which need to be entered into the register maintained under section 301 of the Companies Act 1956 and these transaction have been made at prices which are reasonable having regards to the prevailing market prise at the relevant time.

VI The Company has not accepted any deposits from the public.

VII In our opinion the company has an internal audit system commensurate with size of the company and nature of its business.

VIII We have been informed by the management of the company that, there is no statutory requirement for maintenance of cost records under clause (d) of sub section (I) of section 209 of the Companies Act, 1956.

IX In respect of Statutory Dues

a) According to the information and explanation given to us, the Company has been regular in depositing undisputed applicable statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, with the appropriate authorities during the year. The Company has not deducted nor deposited Provident Fund and ESIC.

b) According to the information and explanation given to us no undisputed amounts payable in respect of Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty, Cess and other material dues, were in arrears, as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

X The Company's accumulated losses of Rs. 2,20,19,581/- which is less than 50% of its net worth of the end of financial year and has not incurred cash losses in the financial year.

XI The Company has not borrowed any money from Banks , financial institution or issued any debentures.

XII According to the information and explanation given to us the company has not granted any Loans or Advances against pledge of shares, debentures and other securities.

XIII In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

23


XIV The Company has not dealt in shares, securities, debentures and other investments. Consequently, clause (xiv) of paragraph 4 of the order is not applicable.

XV According to the information given to us the company has not given any guarantee for loans taken by others from Banks or financial Institutions during the year.

XVI To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans availed by the Company were prima facie, applied by the company during the year for the purpose for which the loans were obtained.

XVII According to the information and explanation given to us and on overall examination of the Balance Sheet of the company, funds raised on short-term basis have been used during the financial year for long term investment.

XVIIIThe Company has not made preferential allotment of shares to parties and companies covered in Register Maintained under section 301 of the act 1956.

XIX The Company did not issue any debentures during the year. Consequently, clause (xix) of paragraph 4 of the order is not applicable.

XX During the period covered by our audit the company has not raised any money by public issues.

XXI To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company was noticed or reported during the year.

Mr. Salim A. Kantawala(Chartered Accountant)

Membership No. : 38859

Place: MumbaithDate: 28 August, 2010.

24

Annexure I

(Annexure to clause (iii) of paragraph 4 of CARO)

According to the information and explanation given to us the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, during the year 2009-2010 are :

The rate of interest and other terms and condition of loan given by the Company, are not prima facie prejudicial to the interest of the Company.

The payments of principal amounts and interest in respect of such loans are regular as per stipulations.

Sr. No.

1 Rassai Properties & Industries Ltd.

OpeningBalance

NIL

Amount given

26,77,000

Amount received

NIL

Closing Balance

27,81,048

Name of the Party

Annexure II

(Annexure to clause (iii) of paragraph 4 of CARO)

According to the information and explanation given to us the company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, during the year 2009-2010 are :

prejudicial to the interest of the Company.

The payments of principal amounts and interest in respect of such loans are regular as per stipulations.

The rate of interest and other terms and condition of loan taken by the Company, are not prima facie

Sr. No.

1 Limitless Properties Ltd.

OpeningBalance

4,22,170

Amount received

16,41,22,590

Amount repaid

24,43,75,898

Closing Balance

8,06,75,478

Name of the Party


BALANCE SHEET AS AT

Particulars Sch. 31st March 2010 31st March 2009

I Sources of Funds

1. Shareholders FundsEquity Share Capital A 108,950,000 108,950,000Equity Share Warrants B - 22,500,000Reserves & Surplus C 643,250,000 752,200,000 620,750,000 752,200,000

2. Loan FundsSecured Loans - -Unsecured Loans D 80,675,478 80,675,478 - -TOTAL (1+2) 832,875,478 752,200,000

IIApplication of Funds

3. Fixed Assets EGross Block ` 1,197,378 1,129,028Less: Depreciation (323,189) (267,462)Net Block 874,189 861,566

4. Investments (At Cost) F 306,418,127 306,418,127

5. Deferred Tax Assets G 124,990,000 126,276,000

6. Current Assets, Loans & AdvancesInventories H 249,437,269 134,002,653Sundry Debtors I 58,285,660 96,553,101Cash & Bank Balance J 11,639,769 8,144,817Loans & Advances K 85,112,892 109,745,094Other Current Assets L 5,032,720 5,103,736

409,508,310 353,549,401

7. Current Liabilities & Provisions MCurrent Liabilities 39,497,074 71,077,735Provisions 2,073,692 1,917,398

41,570,766 72,995,133

8. Net Current Assets (6-7) 367,937,544 280,554,268

9. Miscellaneous Expenditure 10,636,036 16,268,555(Preliminary Exp. Not Written Off)

10.Profit & Loss A/c Debit Balance 22,019,581 21,821,484

TOTAL (3+4+5+8+9+10) 832,875,478 752,200,000

As per Reports of Even Date For and on behalf of Board

Abbas A. Rassai ChairmanSalim A. KantawalaChartered AccountantMembership No. 38859 Hussain A. Rassai Joint Chairman

Place : MumbaiDate : 28th August, 2010 Akil A. Rassai Managing Director

25


26

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED


I Income

a. Sales N 978,042,449 574,190,868

b. Variation in stock O 115,434,616 96,916,578

(Increase / [Decrease])

c. Loss of Stock by Damage - 9,501,501

d. Other Income P 8,491,124 7,848,148

1,101,968,188 688,457,095

II Expenditure

Cost of Material Consumed Q 1,029,841,993 618,009,540

Administration, Selling & Other Overheads R 70,967,826 56,953,041

Depreciation 55,727 70,981

Loss due to Compensation - 421,855,347

1,100,865,545 1,096,888,909

III Profit/(Loss) Before Tax (I-II) 1,102,643 (408,431,814)

Less: Provision for taxes

Current - -

Defferred 1,286,000 (126,193,000)

Fringe Benefit - 148,000

MAT 14,740 -

IV Profit/(Loss) After Tax (198,097) (282,386,814)

V Opening Balance (Surplus) (21,821,484) 139,355,511

VI Appropriations

a. Transferred from General Reserve - (121,100,000)

b. Excess Provision for FBT - (241)

c. Excess Provision for Income Tax - (109,578)

- (121,209,819)

Balance Carried to B/S (IV+V-VI) (22,019,581) (21,821,484)

Earnings per share (Basic & Diluted) (0.02) (25.92)

Nominal value of shares 10 10

Significant Accounting Policies & Notes to Accounts S

....................





27

CASH FLOW FOR THE YEAR ENDED

31st March 2010 31st March 2009

I Cash flow from Operating ActivityNet Profit / (Loss) Before Tax and Extra Ordinary Items 922,606 13,461,818Adjustment forDepreciation 55,727 70,981Interest Received (403,831) (4,369,015)Loss (Profit) on Sale of Assets - 7,416 Provision For Gratuity 141,554 280,921Miscelleneous Expense w/off 5,632,519 5,632,519 Operating Profit (Loss) before working capital changes 6,348,574 15,084,640

Adjustment forInventory (115,434,616) (96,916,578)Trade Receivables 38,267,441 (52,950,897)Other Receivables 24,759,198 32,547,627Trade Payable and other liabilities (31,580,661) 54,990,420

(77,640,064) (47,244,788)

Income Tax Paid (55,980) (896,780)Cash flow before extraordinary Item (77,696,044) (48,141,568)

Extraordinary Item and Prior period Adjustment (Net) 180,037 (421,893,632)Net Cash (used) / generated from operating activities (A) (77,516,007) (470,035,200)

II Cash Flow from Investing activitiesPurchase of Fixed Asset (68,350) (104,500)Sale of Fixed Asset - 375Purchase of Investments - (433,904,074)Disposal of Investment as Compensation - 421,855,347Interest Received 403,831 4,369,015Net Cash from / (used) in Investing activities (B) 335,481 (7,783,837)

III Cash Flow from Financing activitiesMiscelleneous Expenditure incurred - - Dividend Including Dividend tax -Unsecured Loans taken/(paid) during the year 80,675,478 -Issue of Equity Shares - -Net Cash from / (used) in Financing activities ( C) 80,675,478 -

Net Increase in Cash and Cash Equivalent (A+B+C) 3,494,952 (477,819,037)Add: Cash and Cash Equivalent at the beginning of the year 8,144,817 485,963,854Cash and Cash Equivalent at the end of the year 11,639,769 8,144,817

Notes:-1) Cash and Cash Equivalent includes

Cash in hand 579,633 941,061With Schedule BanksOn Current Account 3,806,533 2,451,228On Deposit A/C 7,253,603 4,752,528

11,639,769 8,144,817

2) The above Cash Flow statement has been prepared under indirect method as set out in Accounting Standard 3 on Cash Flow statement issued by the Institute of Chartered Accountants of India





SCHEDULES FORMING PART OF BALANCE SHEET AS AT


Share Capital A

Authorised

1,20,00,000 Equity Shares of Rs. 10/- each 120,000,000 120,000,000

[Previous year 1,20,00,000 Equity Shares of Rs. 10/- each]

Issued, Subscribed, Called-up & Paid-up Capital

1,08,95,000 Equity shares of Rs. 10/- each fully paid 108,950,000 108,950,000

Out of the above capital 47,75,000 Equity Shares of Rs.10/-each fully paid up has been issued to Foreign Depository asunderlying shares against 1,91,00,000 GDRs issued duringthe previous year ended 31st March 2008.

Out of the above capital 57,20,000 Equity Shares of Rs.10/-each (fully paid) has been issued as Bonus Shares bycapitalization of Share Premium, General Reserve and Profit& Loss A/c

108,950,000 108,950,000

Share Warrants B(PY 15,00,000 Convertible Warrants of Rs. 150/- each Rs15/- paid up) - 22,500,000

(To be converted on being fully paid into equity shares of Rs10 each at a premium of Rs 140/- each.)

- 22,500,000

Reserves & Surplus C

1. Security Premium

As per last Balance Sheet 620,750,000 620,750,000

Add: Amount received on issue Equity Shares at a premiumduring the year. - -

1 620,750,000 620,750,000

2. Share Forfieture A/c

As per last Balance Sheet - - Add: Amount received on Forfieture of Share Warrants 22,500,000 -

2 22,500,000 -

3. General Reserves

As per last Balance Sheet - 121,100,000Less: Transferred to Profit & Loss A/c - (121,100,000)

3 - -

(1+2+3) 643,250,000 620,750,000

Unsecured Loans D

Short Term Loan - -

Others 80,675,478 -

80,675,478 -

28

(Figures in Rs.)


29

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F B

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AN

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T A

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2010

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152,2

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162,0

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28

1,0

47,8

78

Additi

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-53,8

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68,3

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104,5

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Deduct

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-

-

-

-

-

23,3

50

as a

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600,0

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268,6

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152,2

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176,5

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97,3

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28

Depre

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at 01-0

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93,2

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112,1

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267,4

62

212,0

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22,9

83

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22,0

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55,7

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70,9

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84,9

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103,9

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134,2

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323,1

89

267,4

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Net B

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3-2

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600,0

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152,7

73

58,9

92

49,8

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861,5

66

835,8

38

31-0

3-2

010

6

00,0

00

183,6

40

48,3

14

42,2

35

874,1

89

861,5

66


SCHEDULES FORMING PART OF BALANCE SHEET AS AT


Schedule F :

Paticulars 31st March 2010 31st March 2009

Face No of Amount Face No of AmountValue Shares Value Shares

Investments (Long term)(Non Quoted)

Hindupur Vyapar Apparel Park Limited 10 2,060,000 20,600,000 10 2,060,000 20,600,000

Rassai Properties & Industries Limited 10 5,398,734 285,818,127 10 5,398,734 285,818,127

306,418,127 306,418,127

Deferred Tax Asset G

(on account of timing difference)

Opening Balance 126,276,000 83,000

Add: Current Year Provision (1,286,000) 126,193,000

124,990,000 126,276,000

Inventories H

(Certified & Valued by the Management)

Finished Goods (Yarn) 243,532,806 130,068,446

Finished Goods (Miscellaneous) 3,934,207 3,934,207

Finished Goods (Pet Film) 1,970,256 -

249,437,269 134,002,653

Sundry Debtors (Unsecured) I

A.Exceeding Six Months (Annex-I) 1,276,937 15,647,610

B. Others (Considered good) (Annex-I) 57,008,723 80,905,491

58,285,660 96,553,101

Cash & Bank Balance J

Cash on Hand 579,633 941,061

Balance with Scheduled Bank

On Current A/C (Annexure-II) 3,806,533 2,451,228

On Deposit A/C (Annexure-II) 7,253,603 4,752,528

11,639,769 8,144,817

Loans & Advances K

(Unsecured considered good)

Advances to Party Recoverable In Cash or in kind or

for future value (Annexure-III) 76,573,052 81,193,869

Advance Tax (Annexure-IV) 2,615,882 1,835,967

Deposit (Annexure-V) 5,839,512 25,829,500

Prepaid Expenses (Annexure-VI) 32,501 109,878

TDS (Advance Tax) 51,945 775,880

85,112,892 109,745,094

30


31

SCHEDULES FORMING PART OF BALANCE SHEET AS ATParticulars Sch. 31st March 2010 31st March 2009


Other Current Assets L

Other Current Assets (Annexure-VII) 5,032,720 5,103,736

5,032,720 5,103,736

Current Liabilities & Provisions M

Current Liabilities

Sundry Creditors

Other Undertaking (Annexure-VIII) 28,551,794 49,754,552

Advances from customers (Annexure-IX) 10,943,414 21,321,317

Unclaimed Dividend 1,866 1,866

39,497,074 71,077,735

Provisions

Provision for Gratuity 661,952 520,398

Provision For Tax (Annexure-X) 1,411,740 1,397,000

2,073,692 1,917,398

SCHEDULES FORMING PART OF PROFIT & LOSS A/C FOR THE YEAR ENDED

Sales N Rs. Rs.

Exports

Yarn (Textile) - 53,337,565

Local Sales (Yarn)

Highseas Sales 239,030,343 404,426,628

Others 739,012,106 116,426,675

978,042,449 574,190,868

Variation in Inventories O

Inventories Closing Balance 249,437,269 134,002,653

Less: Inventories Opening Balance (134,002,653) (37,086,075)

115,434,616 96,916,578

Other Income P

Import Exchange Difference - 3,471,633

Interest on Fixed Deposit 403,831 4,369,015

Interest on Loan 115,609 -

Miscellaneous Income - 7,500

Prior Period Income 247,037 -

Sundry Creditors Written Off 7,724,646 -

8,491,124 7,848,148

Cost of Material Q

Add : Purchase of Traded Goods 1,029,841,993 618,080,556

Less : Unutilised Licence Premium - (71,016)

1,029,841,993 618,009,540


Administrative, Selling & Other Overheads RAdvertisement 119,219 21,272Bad Debts 26,250,000 -Bank Charges 366,388 224,896Business Promotion Expenses 11,235 468,797Cartage Expenses 45,017 -Commission 14,641 51,169Computer Expenses 17,593 21,610Conveyance Expenses 2,270 -Demat Charges 883 -Directors Remuneration 3,630,000 3,466,000Discount 195,147 8,800Donation 15,000 -Export Exchange Difference - 1,261,737Freight - 74,338Gratuity & Provision for Gratuity 141,554 280,921(Current Yr: Provision for Gratuity = Rs. 1,41,554)(Last Yr: Provision for Gratuity = Rs.2,80,921)Import Clearing, Frwd & Expenses 8,347,165 5,114,543Import Exchange Difference 24,965 -Insurance 176,447 47,256Interest 4,625,898 757,525Legal & Filing Fees Expenses 27,284 -Membership & Subscription Fees 139,990 133,304Miscellaneous Expenses 22,010 21,421Motor Car Insurance & Expenses 433,561 478,213Office Electricity 91,676 95,459Packing Material 823,421 -Postage, Courier & Telegram 9,800 12,479Printing & Stationery 124,997 73,529Prior Period 589,573 -Prior Period Expenses 67,000 38,285Profession Tax 34,675 33,500Professional Fees 951,979 14,428,866Property Tax 18,917 16,527Rent 6,737,013 5,974,954Repairs & Maintenance 213,838 113,374Salaries 2,891,000 2,418,700Security Charges 165,984 151,360Telephone Expenses 621,940 750,488Transportation Charges 3,832,827 1,936,714Travelling Expenses 3,058,051 2,673,768Auditors RemunerationAudit Fees 325,000 400,000Tax Audit Fees 75,000 100,000Others 50,000 100,000Service Tax & Edu Cess 46,350 61,800Loss on Sale of Computer - 7,416Misc. Expenditure W/Off 5,632,519 5,632,519Loss by Damage - 9,501,501

70,967,826 56,953,041

SCHEDULES FORMING PART OF PROFIT & LOSS A/C FOR THE YEAR ENDED


32


Schedule: S

Significant Accounting Policy and Notes to Accounts:

stForming part of Profit & Loss A/C and Balance Sheet as at 31 March 2010.

I Significant Accounting Policies

a. Basis of preparation of financial statements

The financial statements have been prepared under the historical cost conventions on an acrrual basis of accounting and in accordance with the generally accepted accounting principles & accounting standards to the extent applicable and the Provisions of the Companies Act, 1956.

b. Use of estimates

The preparation of the financial statements in conformity with the GAAP requires that the management make estimates and assumption that affect the reported amount of assets and liabilities and the disclosure of contigent liabilities on the date of the financial statements. Actual result could differs from those estimates.

c. Fixed Assets and Depreciation

Fixed Assets are carried at the cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes taxes, duties, freight, and other incidental expenses related to the acquisition and installation of the respective assets.

Depreciation on assets is provided using the written down value method at the rates prescribed under Schedule XIV of the Companies Act, 1956. Depreciation is calculated on pro-rata basis from / till the date of installation / disposal (sale).

d. Foreign Currency Transactions and Balances

Foreign currency transactions are recorded using the exchange rates on the date of the respective transactions.

Exchange differences arising on foreign currency transactions settled during the year are recognized in the profit and loss account.

Monetary assets and liabilities denominated in foreign currency at the balance sheet date are translated at year end rates. The resultant exchange differences are recognized in the profit and loss account, if any.

e. Investments

Investments are carried at cost. No provision for demunition in value is provided as they are long term investment.

f. Inventory of Finished Goods

Inventories are valued at lower of cost and net realizable value. Cost of inventory comprise of accuisition cost, custom duty, license and labour charges. The cost of inventory is determined at the specific cost of purchase.

g. Revenue Recognition

Revenue from sale of good is recognized when significant risk and rewards in respect of ownership of the products are transferred to the customers.

Revenue from gross sales of goods is stated exclusive of excise duty and sales tax duty and exclusive of returns and trade discounts.

Dividend income is recognized when the unconditional right to receive the income is established. Income from interest on deposits is recognised on time proportionate basis.

h. Retirement benefits

Provident Fund : The Company is not covered within purview of the Employees Provident Fund and Miscellaneous Provisions Act, 1952 as the number of employees is within the limit prescribed under the statue.

Gratuity : Provisions for gratuity is made, however no deposit for the same has been made with appropriate authority.

33


Leave Encashment : No provision for leave encashment is made as the employees are not entitled to encash the accumulated leave balance lying to their credit.

i. Income Tax Expenses

Income tax comprises tax and deferred tax charge or credit.

Current Tax : The current charge for income taxes is calculated in accordance with the relevant tax regulations.

Deferred Tax : Deferred tax charge or credit reflects the tax effects of timing differences between accounting income and total income for the period. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantially enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual certainty of realization of such assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain ( as the case may be) to be realized.

j. Proposed Dividend

No Dividend has been proposed by the board of directors.

k. Earning per share

Basic and diluted Earning per share is computed by dividing the net profit attributable to Equity Shareholders for the year with the weighted number of Equity Shares outstanding during the year.

II Notes to Accounts

1 Previous year figures have been re-grouped & re-arranged wherever necessary.

2 Convertible Warrants

15,00,000 Convertible Warrants of Rs 150/- each carrying an entitlement to subscribe to an equivalent number of Equity Shares of Rs.10/- each at a premium of Rs.140/- per share, Rs. 15/- paid up were available for conversion upto 8th May, 2009 vide shareholders resolution dated 30th April, 2008. As the warrant holders did not exercise their option the warrants have been forfeited as per terms of allotment and the entire proceeds on forfieture of Rs. 2,25,00,000/- is credited to Share Forfieture A/c.

3 Contingent Liability 2009-2010 2008-2009

In respect of Guarantee 2,330,000 2,330,000

2,330,000 2,330,000

4 Auditor Remmuneration 2009-2010 2008-2009

Audit Fees 325,000 400,000

Tax Audit Fees 75,000 100,000

Others 50,000 100,000

Service Tax & Edu Cess 46,350 61,800

4,96,350 6,61,800

5 Licensed & Installed Capacity 2009-2010 2008-2009

Licensed Capacity (Kgs) - -

Installed Capacity (Kgs) - -

34


6 Managerial Remuneration 2009-2010 2008-2009

a) Computation of Net Profit as per Section 309 (5) of the Companies Act,1956

Profit / (Loss) before taxation as per Profit & Loss A/c 1,102,643 (408,431,814)

Add: - Directors Remuneration 3,630,000 3,466,000

Loss on sale of Asset - 7,416

Depreciation as per books 55,727 70,981

4,788,369 (404,887,417)

55,727 70,981

Less: - Depreciation as per Sec 350 of Companies Act

Loss on sale of Asset - 7,416

Net Profit /(Loss) as per Section 309 (5) 4,732,643 (404,965,814)

b) Managerial Remuneration paid to the managing directors as under Section 198 of the Companies Act,1956

Salary 3,630,000 3,466,000

7 RELATED PARTY DISCLOSURES

Information relating to 'Related Party Disclosures' as per Accounting Standard 18 issued by The Institute Of Chartered Accountants Of India is as given below :

a) Key Management Personnel Mr Abbas Rassai

Mr Akil Rassai

Mr Hussain Rassai

b) Relatives of Key Management Personnel Mrs Shamima Rassai

Mrs Sakina Rassai

Mrs Yakuta Rassai

c) Enterprises where Key Management Personnel M/s. Noble Enterprisesand Relatives of Key Management Personnel Rassai Properties & Industries Limitedexercise control or significant influence Limitless Properties Ltd.

Hindupur Vyapar Apparel Park Limited

d) Transactions Key Management Relatives of Key Enterprise where TOTALPersonnel Management Key Management

Personnel Personnel excerise control or signiicant

influence

1) Salary 3,630,000 1,410,000 - 5,040,000

2) Rent 2,820,000 1,080,000 - 3,900,000

3) Rent Deposit - - 1,800,000 1,800,000

5) Advances Payable - - 80,675,478 80,675,478

6) Advances Receivable - - 2,781,048 2,781,048

7) Interest on Advances Payables - - 4,625,898 4,625,898

7) Interest on Advances Receivables - - 115,609 115,609

35


8 Value of Imports on C & F basis in respect of: 2009-2010 2008-2009

Kgs. Rs. Kgs. Rs.

Imported Yarn 4,670,330 935,520,752 2,873,360 635,441,401

4,670,330 935,520,752 2,873,360 635,441,401

9 Percentage of Material 2009-2010 2008-2009

Imported 98.76% 97.32%

Local 1.24% 2.68%

10 Earning in Foreign Exchange 2009-2010 2008-2009

Export of goods on FOB ( Basis) - 53,263,227

11 Prior period expenses debited to Profit & Loss A/c amounted to Rs. 67,000/- (Previous Year Rs.38,285/-)

12 DEFERRED TAX

The composition of deferred tax assets & liablities on account of timing difference for the year are as follows:

2009-2010 2008-2009

a) Deferred Tax Assets

On Provision for Gratuity 141,554 81,000

On Depreciation - 2,000

b) Deferred tax Liability

On Business Loss Brought Forward (38,75,045) -

On Depreciation (23,372) -

NET DEFERRED TAX ASSET (37,56,862) 83,000

13. Information required by Paragraph 3 and 4 of Part II of Schedule VI to the Companies Act, 1956Production, Sales and StocksTRADING ACTIVITIES

Viscose Yarn Kgs 511,667 116,371,540 4,702,939 1,057,165,976 4,167,724 942,594,937 - - 1,046,881 230,942,579

(38,983) 7,169,740) (2,872,220) (635,296,783) (2,371,328) (519,637,509) (28,208) (6,457,474) (511,667) (116,371,540)

Yarn on Cones Cones 341,828 10,377,271 7,003 284,469 31,681 1,294,264 - - 317,150 9,367,477

(412,280) (13,608,415) (494) (20,556) (8,823) (207,673) (62,123) (3,044,027) (341,828) (10,377,271)

Yarn on Tubes Tubes 539,722 3,319,635 - - 20,560 96,884 - - 519,162 3,222,751

(531,114) (3,335,006) (34,238) (124,062) (25,630) (139,433) - - (539,722) (3,319,635)

Mix Products Kgs 16,530 3,934,207 - - - - - - 16,530 3,934,207

(18,640) (12,972,914) (16,530) (3,934,207) (18,640) (12,972,914) - - (16,530) (3,934,207)

Pet Film Kgs - - 23,320 1,970,256 - - - - 23,320 1,970,256

- - - - - - - - - -

Total 1,409,747 134,002,653 4,733,262 1,059,420,702 4,219,965 943,986,085 - - 1,923,043 249,437,269

(1,001,017) (37,086,075) (2,923,482) (639,375,608) (2,424,421) (532,957,529) (90,331) (9,501,501) (1,409,747) (134,002,653)

14. No adequate supportings for travelling expenses amounting to Rs. 30,58,051/- were provided and the same may be personal in nature.

Class of goods Unit ofMeasure

STOCKS ATCOMMENCEMENT

PURCHASES SALESLOSS BY

DAMAGE/FLOODSTOCKS AT CLOSE

Quantity Quantity Quantity Quantity QuantityAmount Amount Amount Amount Amount

36


37

15 Balance sheet extract and company general business profile:

a. Registeration No. 11-29875

State Code 11

Balance Sheet Date 31st March 2010

b. Capital raised during the year

Bonus Issue -

Private Placement -

Security Premium -

c. Position of Mobilization & Deployment of Funds

Total Liabilities 874,446,244

Total Assets 874,446,244

Sources of Funds

Share Capital 108,950,000

Equity Share Warrants -

Reserves & Surplus 643,250,000

Secured Loans -

Unsecured Loans 80,675,478

Application of Funds

Net Fixed Assets 874,189

Investment 306,418,127

Deffered Tax Asset 124,990,000

Net Current Assets 367,937,544

Miscellaneous Expenditure 10,636,036

Profit & Loss Account (Debit Balance) 22,019,581

d. Performance of the company

Turnover (Gross Revenue) 986,533,572

Total Expenditure 985,430,929

Profit /(Loss) before tax 1,102,643

Profit/(Loss) after tax (198,097)

Basic & Diluted Earning per share (0.02)

Dividend Rate NIL

e. Generic names of principal product/services of the company

1. Item Code No. N.A.

2. Product description Yarn





38

Attendance Slip

VYAPAR INDUSTRIES LIMITED Registered Office: 145, S.V. Road, Khar (W), Mumbai – 400 052

Please fill attendance slip and hand it over at the entrance of the meeting hall. Joint shareholders may obtain additional slip on request. DP. ID*

Registered Folio No.

Client ID*


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