PROJECT REPORT

ON
“CORPORATE GOVERNANCE”
In Partial Fulfillment of the Requirement for the award of
the Degree of (PGDM)

SUBMITTED BY:

Kiranraj Pandey

ROLL NO: DM17CM65

PRN NUMBER: DM17C23

CORE MARKETING - II

PGDM: 4th SEMESTER (SESSION: 2017-2019)

Table of Contents
About Company .........................................................................................................3
Business Overview .................................................................................................3
History and Corporate Structure .............................................................................3
Financial ..................................................................................................................3
Board of Directors ......................................................................................................4
Shareholding Pattern ..................................................................................................4
Code of Conduct for Senior Management and Employees Vyapar Industries
Governance Policies ...................................................................................................5
Code of Conduct for Senior Management and Employees Compliance Monitoring
and Reporting .............................................................................................................5
Code of Conduct for Directors ...................................................................................6
Compliance with Applicable Laws .........................................................................6
Code of Conduct for Business Partners and Joint Ventures ......................................7
About Company
House of Vyapar - Serves manufacturing industries consuming Embroidery, Yarns, Threads,
Fabrics and other accessories.
One of the largest Manufacturers and Exporters of Quality Viscose Rayon Filament Yarn (Twisted
& Dyed.), polyester and other yarns.
Supply viscose rayon Filament yarns to major domestic industries at Surat, Ahmadabad, Salem
etc.
Exporters of products in Far East, Middle East, Europe, and the U.S. Markets.
 State of the art setup to meet demanding global standards
 Driven by minds and hands matured with years of professional experience
 Highly cost effective packages
 Ability to respond faster and honour strict deadlines
 Ability to respond to greater challenges

Business Overview
Vyapar Industries specializes in Viscose Rayon Filament yarn, embroidery threads, sewing threads
and other yarns. It also has an impressive array of tailoring accessories meant specifically for
domestic as well as the export market. At the National level Vyapar imports/exports Yarns and
other stock & sells the same under its brand name.
The company's core business is to manufacture twisted and dyed viscose rayon filament yarn as
well as all other yarns. Their technical processes call for twisting, doubling, bleaching, lubricating,
dyeing and rewinding of yarns.

History and Corporate Structure

Vyapar Industries Limited was incorporated on April 27, 1983 in the state of Maharashtra. On
August 28, 2002, the Company changed its name from Bhagwan Investments and Trades Limited
to reflect the takeover of the Company by the Rassai family from Todi group.
The Company subsequently changed its name from Vyapar Holding Limited to Vyapar Industries
Limited on July 11, 2003 to reflect the nature of the activities carried on by the Company.

Financial
Total Income – Rs. 603.742277 Million
Net Profit - Rs. 11.108720 Million
Board of Directors
 SHK. ABBAS RASSAI. – FOUNDER CHAIRMAN
 MR. HUSSAIN ABBAS RASSAI. – JOINT CHAIRMAN
 MR. AKIL ABBAS RASSAI. – MANAGING DIRECTOR AND CEO
 MR. RAMESH W. LALWANEY – INDEPENDENT NON EXECUTIVE DIRECTOR
 MR. PARVEZ MASTER – INDEPENDENT NON-EXECUTIVE DIRECTOR
 MR. HUSSAIN M.CEMENTWALA – INDEPENDENT NON-EXECUTIVE
DIRECTOR

Shareholding Pattern

Category No of Shares % of holding

Promoters 6814468 62.55

Private Corporate Bodies 2682572 24.62

Indian Public 1004434 9.22

NRI/OCB’s 388505 3.57

Shares in Transit 5021 0.04

Total 10895000 100.00

Code of Conduct for Senior Management and Employees Vyapar
Industries Governance Policies
Good corporate governance begins with a Company’s own internal practices and policies. While
corporate governance issues are common across organizations, each Company requires
governance principles that are unique in their approach.
The principles that will guide our actions and the manner of conducting our businesses will be
articulated in the sections that follow. These flow from our commitment to be a moving force in
the nation’s progress without in any way compromising our core values and our unswerving
attachment to business ethics. These principles focus on issues that are considered to be
significantly important to the governance process as we, in VIL, see it.
The Board of Directors of VIL has set up a corporate governance Cell reporting to the Chairman
of the Board that will oversee the implementation of these Policies and its compliance. It is also
the responsibility of the Cell to review the efficacy of these Policies and suggest amendments to
make them responsive to the changing times.
For this initiative to be successful, the guiding principles should be clearly understood and put into
practice at every level within the Company. This Code should be adhered to in letter and in spirit.
The application of these principles would be governed by internally designed procedures that are
unambiguous and clearly understood.
Good governance is, ultimately, the sine qua non for continued growth and prosperity.

Code of Conduct for Senior Management and Employees Compliance Monitoring

and Reporting
The success of this Code lies in its implementation and periodic review. The Corporate
Governance Cell and the Board of Directors of the Company will be responsible for ensuring that
these principles are properly communicated to and understood by all to whom these are addressed.
As these are broad guiding principles. Detailed procedures will be laid down by each Business
Unit within the Company to suit its individual needs. Every employee of the Company to whom
this Code applies will be required to formally acknowledge that having received and understood
the Code, he/she will abide by its prescriptive principles.
There will, most certainly, be doubts, for which clarifications will be required. Employees are
encouraged to seek these clarifications from the Corporate Governance Cell, and be watchful of
situations that could result in an impropriety.
The Corporate Governance Cell will be responsible for monitoring compliances with the
provisions of this Code. The Corporate Governance Cell shall review the provisions of the Code
from time to time and suggest such amendments, as it considers necessary for the Code to be
relevant in changing circumstances.
Employees are expected to report any non-compliance or potential non-compliance to the
Corporate Governance Cell, which promises complete confidentiality in respect of matters referred
to it.
Compliance with the Code is mandatory at all levels. Cases of non-compliance will be referred to
a Disciplinary Committee, which shall recommend the nature of punitive action.

Code of Conduct for Directors

Vyapar Industries Limited is committed to conducting its business in accordance with applicable
laws, rules and regulations and the highest standards of business ethics and ethical conduct.
This Code of Conduct (“Code”) reflects the business practice and principles of behavior that
support this commitment. The Board of Directors (“the Board”) is responsible for setting the
standards of conduct contained in the Code and for updating these standards as appropriate to
reflect legal and regulatory developments. The Code is intended to provide guidance and help in
recognizing and dealing with ethical issues and to help foster a culture of honesty and
accountability. Every Director is expected to read and understand this Code and its application to
the performance of his or her duties, functions and responsibilities.
Every Director must –
 Represent the interests of the shareholders of the Company
 Exhibit high standards of integrity, commitment and independence of thought and judgment.
 Dedicate adequate time, energy and attention to ensure the diligent performance of his/her
duties including make all reasonable efforts to attend Board or committee meetings.
 Comply with every provision of this Code.
 Ability to respond to greater challenges.

Compliance with Applicable Laws

In the discharge of their duties and responsibilities, Directors must comply with all applicable
laws, rules and regulations. These would include securities laws, insider trading laws and the
Company’s insider trading compliance policies.
Code of Conduct for Business Partners and Joint Ventures
A proper choice of business partners is vital for the success of the Company and of the Vyapar
companies.
Associations shall be encouraged, in India or abroad, with such entities as are able to add value to
the Company’s products or services, or help fulfill the strategic growth plans of the Company.
Only such persons shall be selected to be our business partners where there is a complete match in
the partners’ manner of conduct of business, core values and other business principles and
processes.
We shall maintain mutually lasting and beneficial relationships with all our suppliers, customers
and other business partners, including Joint Ventures.
We shall respect the interest of all our business partners and in our dealings with them, shall act
with fairness, integrity and transparency.
Business partners shall not be expected, directly or through employees, or vice versa, to do
anything in the course of their dealings with the Company that is not permitted under this Code.