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Directors Report of Aarv Infratel Ltd.

Mar 31, 2014

The Members Nylofils India Limited

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2014.

FINANCIAL RESULTS (Amt in Rs.) Particulars 2013-2014 2012-2013

Total Income Nil Nil

Increase/(Decrease) in stocks Nil Nil

Total Expenditure before Interest & Depreciation 2,52,806 3,33,253

Interest Nil Nil

Depreciation 696 696

Profit/Loss (-) -2,52,806 -10,63,550.00

Prior period Adjustments 0 0

Provision for tax Nil Nil

Profit/Loss (-) after Taxation -2,52,806 -10,63,55°.00

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Board is examining various options to scale up company''s business in the near future.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2013-2014 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 141 of the Companies Act, 2013. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, read with the Articles of Association of your Company, Mr. Vetcha Venkateswara Rao, Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Mr. Singmasetty Kishore (DIN:03608495) and Mr. Singamsetty Lova Raju (DIN:03608498), non- executive Independent Directors are recommended to be appointed as Independent Directors for a period of five years pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013.

Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2013 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care 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; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

AUDIT COMMITTEE

The Company constituted Audit Committee which meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

LISTING OF SHARES

The Equity shares of your Company are listed on Ahmedabad Stock Exchange and Bombay Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is very meager and energy cost forms a small part of total costs, the impact on costs is not material.

B. Technology Absorption:

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company NIL

2. Benefits derived as a result of the R & D N.A

3. Future plan of Action NIL

4. Expenditure on R & D NIL

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

There is no technology absorption during the financial year.

FOREIGN EXCHANGE EARNINGS & OUTGO

2013-2014 2012-2013

a. Foreign Exchange earnings (FOB basis) NIL NIL

b. Foreign Exchange outgo

1) CIF value of imports

- Raw materials NIL NIL

- Capital Goods NIL NIL

2) Travelling Expenses NIL NIL

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

E-VOTING:

In terms of Section 108 of the Companies Act, 2013, Rules framed thereunder and Clause 35B of the Listing Agreement, the Company is providing e-voting facility to its shareholders in respect of all shareholders'' resolutions proposed to be passed at this Annual General Meeting.

APPRECIATION

Your Directors take this opportunity to express their sincere appreciation and thanks to the shareholders for their continued support.

For and on behalf of the Board For Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad

Managing Director Whole Time Director

DIN: 03294204 DIN:03294212

Corporate Identification Number: L05005AP1992PLC01369

Place: Rajahmundry

Date 26.05 2014


Mar 31, 2013

To The Members Nylofils India Limited

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2013.

FINANCIAL RESULTS (Amnt in Rs.)

Particulars 2012-2013 2011-2012

Total Income Nil 20,17,094

Increase/(Decrease) in stocks Nil NIL

Total Expenditure before Interest & Depreciation 3,33,253 0,31,661.31

Interest Nil NIL

Depreciation * 696 696

Profit/Loss (-) -10,63,550.00 13,85,842.31

Prior period Adjustments 0 0

Provision for tax Nil Nil

Profit/Loss (-) after Taxation -10,63,550.00 13,85,842.31

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Board is examining various options to scale up company''s business in the near future.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2012-2013 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956. .

AUDITORS

Mrs Rao & Kumar, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/s.

Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Article of Association of your Company, Mr. S. Lova Raju , Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2013 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care 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; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

AUDIT COMMITTEE

The Company constituted Audit Committee which meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

LISTING OF SHARES

The Equity shares of your Company are listed on Ahmedabad Stock Exchange and Bombay Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange. .

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is very meager and energy cost forms a small part of total costs, the impact on costs is not material.

B. Technology Absorption:

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company NIL

2. Benefits derived as a result of the R & D N.A

3. Future plan of Action NIL

4. Expenditure on R & D NIL TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: There is no technology absorption during the financial year.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PPRECIAITON

Your Directors take this opportunity to express their sincere appreciation and thanks to the shareholders for their continued support.

For and on behalf of the Board of Directors

Nylofils India Limited

V. Venkateswara Rao

K. Lakshamana Prasad

Place: Rajahmundry Managing Director Director

Date: 30thMay,2013


Mar 31, 2012

The Directors have pleasure in presenting the 13th Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2012.

FINANCIAL RESULTS (Amt in Rs.)

Particulars 2011-2012 2010-2011

Total Income 20.17,094 Nil Increase/(Decrease) in stocks Nil Nil

Total Expenditure before Interest & Depreciation 20,30,965 156308

Interest Nil Nil

Depreciation 696 210

Profit/Loss (-) -13,85,842.31 -1,56,518

Prior period Adjustments 0 0

Provision for tax Nil Nil

Profit/Loss (-) after Taxation -13,85,842.31 -1,56,518

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Your Board has revived the business in small way by starting trading activity in fishnets. Board is examining various options to scale up company's business in the near future. The entire operations are being done by the Managing Director himself and Company does not have any employees as of now.

REVOCATION OF SUSPENSION OF COMPANY'S SCRIP

The suspension in trading of equity shares of your company has been revoked by Bombay Stock Exchange w.e.f. Friday, May 25, 2012 and trading in the securities shall happen under the " T " group.

CONNECTIVITY FROM CDSL AND NSDL FOR DEMATRIALIZATION

Your Company has established electronic connectivity with Central Depository Services (India) Limited ("CDSL")- for dematerialization of Company's shares through its Registrar "System Support Services", Mumbai. The IS1N number granted to the Company's shares is INE432N01010. Company is also expecting connectivity from NSDL very soon.

The shareholders can start dematerialization of their securities with any of the depository participant registered with CDSL.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2011- 2012 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members, Senior Management and employee of the Company.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Auditor's of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

Directors

Pursuant to Section 256 of the Companies Act. 1956 read with the Article of Association of your Company, Mr. Singamsetty Kishore, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2 AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2012 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care 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; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORP ON, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is very meager and energy cost forms a small part of total costs, the impact on costs is not material.

13. Technology Absorption:

Research and Development (R & D)

!. Specific areas in which R & D carried out by the Company NIL

2. Benefits derived as a result of the R & D N.A

3. Future plan of Action NIL

4. Expenditure on R & D NIL

TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION:

There is no technology absorption during the financial year.

FOREIGN EXCHANGE EARNINGS & OUTGO

2011-12 2010-11

a. Foreign Exchange earnings (FOB basis) NIL NIL

b. Foreign Exchange outgo

1) CIF value of imports

- Raw materials NIL NIL

- Capital Goods NIL NIL

2) Travelling Expenses NIL NIL

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose names are required to he disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The report on Corporate Governance and Management Discussion & Analysis along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance enunciated in Clause 49 of the Listing Agreement entered with the Stock Exchanges is annexed to this Annual Report.

APPRECAITON

Your Directors take this opportunity to express their sincere appreciation and thanks to the employees, the shareholders for their continued support.

For and on behalf of the Board of Directors

Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad

Place: Rajahmundry Managing Director Director

Date : 03rd July, 2012


Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the Eleventh Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2010.

FINANCIAL RESULTS (Amt in Rs.)

Particulars 2009-10 2008-2009

Total Income Nil Nil

Increase/(Decrease) in stocks Nil Nil

Total Expenditure before Interest & Depreciation 10,000 33,238

Interest: Nil Nil

Depreciation 696 4,621

Profit/Loss -10,696 37,859

Prior period Adjustments 2,03,134 Nil

Provision for tax Nil Nil

Profit/Loss (-) after Taxation 1,94,438 37,859

OPERATIONS

Your Company discontinued manufacturing and trading in Fishnets and in the financial year 2006-2007 due to non availability of funds, Company is reconsidering to start the trading activity in fish nets in the financial year 2010-2011.

REVOCATION OF SUSPENSION OF COMPANY'S SCRIP

Trading in your Company scrip has been suspended by BSE due to non compliance's .During the year company will take steps to regularize the non compliance's and pursue matter with BSE for Revocation

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2009- 2010 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members, Senior Management and employee of the Company.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Auditor's of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

Directors

Mr. Singamsetti Lovaraju has been appointed as additional Directors of the Company w.e.f. 30th January, 2010. His regularization is proposed in this Annual General Meeting.

Mr. Singamsetti Kishore has been appointed as additional Directors of the Company w.e.f. 30th January, 2010. His regulaiization is proposed in this Annual General Meeting.

Mr. V. Venkateswara Rao has efficiently completed five years of service as Managing Director to the Company and has been recommended for the reappointment at the ensuing Annual General Meeting.

Brief profile of the above Directors is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2010 and of the profit of the company for the year;

3. The Directors have taken proper and sufficient care 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; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is' very meager and energy cost forms a small part of total costs, the impact on costs is not material.

PARTICULARS OF EMPLOYEES

There arc no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 .

CORPORATE GOVERNANCE

The report on Corporate Governance and Management Discussion & Analysis along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance enunciated in Clause 49 of the Listing Agreement entered with the Stock Exchanges is annexed to this Annual Report.

APPRECIAITON

Your Directors take this opportunity to express their sincere appreciation and thanks to the employees the shareholders for their continued support. For and on behalf of the Board of Directors

Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad

Place: Rajahmundry Managing Director Director

Date :01st September 2010

 
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