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Directors Report of Aayush Food & Herbs Ltd.

Mar 31, 2015

The Board of Directors have immense pleasure in presenting the 31st Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2015.

BUSINESS REVIEW

The Financial year 2014-15 concluded with a Net Loss of Rs. 135,906/- for the company as compared to Net Profit of Rs. 25,871/- earned by the company in the previous financial year 2013-14.

SUMMARY OF THE FINANCIAL RESULTS

The working results of the Company for the year are as follows:

(Amount in Rs.)

Particulars 2014-15 2013-14

Sales and other Income 814,160 452,215

Operating Profit (PBIDT) (194,402) 15,614

Interest NIL NIL

Depreciation 105,000 95,363

Profit before Tax (194,402) 15,164

Tax Expenses:

Current NIL 2,980

Deferred (58,495) (13,237)

Profit/(Loss) after Tax (135,906) 25,871

DIVIDEND

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

RESERVES

The Company does not propose to transfer any sum to the General Reserve in view of Loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 was Rs. 32,450,000/-. During the year the Company has made preferential allotment of 30,00,000 (Thirty Lacs) Equity Shares at Rs. 12.50/- (Rupees Twelve and Fifty Paisa) per equity share (including premium of Rs. 2.50/- per share).

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

DEPOSIT

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act. It establishes various levels of accountability and overview within the Company.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

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

Particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015 are as follows:

A. Conservation of energy-

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilizing alternate sources of energy: NIL

(iii) the capital investment on energy conservation equipments: NIL

B. Technology absorption-

(I) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) the expenditure incurred on Research and Development: NIL

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

Company did not enter in any contract or arrangement with related party therefore, disclosure with reference to Section 188 of Companies Act, 2013 is not applicable on the Company.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture and Associate Company.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) Annual Accounts of the Company had been prepared on a going concern basis.

(e) Internal Financial Controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes occurred in the position of Directors/KMP's of the Company:

- Ms. Neena Mittal, (DIN 01645878) was appointed as Director by the Board we.f. 10.08.2014. Shareholders confirmed her appointment in the AGM held on 20.09.2014.

- Mr. Sunil Mittal (DIN 00124175) and Mr. Ashish Mittal (DIN 02158722) were appointed as Directors by the Board we.f. 25.07.2014. We thank shareholders for confirming their appointment as Director and Managing Director, respectively in the AGM held on 20.09.2014.

- Mr. Sunil Mittal (DIN 00124175) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

- Mr. Atul Kumar Chaturvedi (DIN 01759365) and Mr. Ajay Mathur (DIN 01609016) was appointed as Additional Director we.f. 13.02.2015 and holds the said office till the date of the Annual General Meeting. Notice has been received from members proposing candidature for their reappointment. The Board recommends their appointment in the ensuing AGM.

- Also during the year Ms. Ruchi Aggarwal was appointed as Company Secretary (KMP) of the Company we.f. 02.02.2015.

- Further, Mr. Sanjeev Kumar (DIN 00947101) and Mr. Sanjay Kumar Sharma (DIN 02955139) have resigned from the post of Director we.f. 02.08.2014. Also, Mr. Devi Parsad (DIN 01963667) and Mr. Mahendra Pratap Singh (DIN 05318653) have resigned from the post of Director we.f. 30.03.2015. The Board places on record its deep appreciation for the services rendered by them during their association with the Company.

STATUTORY AUDITORS

M/s Sudhir Agarwal and Associates, (Firm Registration No. 509930C), Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 20th September, 2014 had approved the appointment of M/s Sudhir Agarwal and Associates, Chartered Accountants, as the Statutory Auditors for a period of five financial years i.e., up to 31st March, 2019. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

No qualification, reservations or adverse remarks are made by the Auditors in their report.

INTERNAL AUDIT & CONTROLS

The Company continues to engage Ms. Disha Aggarwal, Chartered Accountant, having Membership no. 523124 as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Aayush Food and Herbs Limited at the time when there is unpublished price sensitive information.

PARTICULARS OF THE EMPLOYEES

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

The information required pursuant to Section 197 of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employee's particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Metropolitan Stock Exchange of India Limited where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board For and on behalf of the Board

Sunil Mittal Ashish Mittal

Director Managing Director

DIN 00124175 DIN 02158722

Place: Delhi

Date : 28.08.2015


Mar 31, 2014

The Board of Directors take pleasure in presenting the Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the financial year ended on 31st March, 2014.

BUSINESS REVIEW

The Financial year 2013-14 concluded with a Net Profit of Rs 25,871.00/- for the company as compared to Rs. 9,614.00/- earned by the company in the previous Financial Year 2012- 13, the current financial yielded into profits, which could be duly attributable to the collective efforts of the management and the employees of the organization. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. The Company focuses on its business to broaden its customer base and to set a benchmark in the competitive market.

FINANCIAL REVIEW

The working results of the Company for the year are as follows:

Rs. In Lacs

Particulars 2013-14 2012-13

Sales and other Income 4.52 20.51

Operating Profit (PBIDT) 0.15 0.21

Interest Cost NIL NIL

Depreciation 0.95 0.59

Profit before Tax 0.15 0.21

Tax Expenses:

Current 0,02 0.04

Deferred (0.13) 0.08

Profit after Tax 0.25 0.09

TRANSFER TO RESERVES IN TERMS OF SECTION 217 FILL OF THE COMPANIES ACT. 1256

The Company has not transferred any sum to Reserve for the financial year ended on 31st March, 2014.

DIVIDEND

The Company is having Distributable Profits in terms of provisions of Section 123 of Companies Act, 2013 for the Financial Year 2013-14. The management believes that the profits earned during the year must be retained and redeployed for the operations of the Company. As the Company needs additional funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2013-14.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT. 1956

Except as disclosed elsewhere in this report, the following material changes have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company:

Preferential Allotment of Equity Shares:

The Company needs to mobilize funds for funding current and future expansion plans, working capital requirements and other general corporate purposes. Therefore, in order to meet the working capital requirements, the company is planning to increase the Authorized Capital and proposing an issue of Equity Shares on preferential basis.

No other material changes and commitments affecting the financial position of the Company have occurred between end of the financial year of the Company i.e 31st March, 2013 and the date of this Report.

PUBLIC DEPOSITS

During the Financial Year 2013-14, the Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956, read with the Companies [Acceptance of Deposits) Rules.

STATUTORY AUDITORS

The Board recommends appointment of M/s Sudhir Agarwal & Associates, Chartered Accountants, as Statutory Auditors of the Company in place of M/s Rajesh Laxroi & Associates, Chartered Accountants, who shall retire at the ensuing Annual General Meeting, to hold office for a term of 5 years. A certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Rule-4 of the Companies (Audit and Auditors) Rules, 2014 has also been furnished by them.

The Board recommends their appointment as Statutory Auditors of the Company from the Financial Year 2014-15 to 2018-19 subject to ratification by members of the Company by passing ordinary resolution at every Annual General Meeting.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report. Auditors' observations are self explanatory, which do not call for any further clarifications.

DIRECTORS

Mr. Mahendra Pratap Singh has been appointed as Director of the Company w.e.f. 25th March, 2014. Being eligible, he has offered himself for re-appointment. The Board recommends his re-appointment as director liable to retire by rotation before the shareholders.

Further, Mr. Sunil Mittal, Mr. Ashish Mittal & Ms. Neena Mittal were appointed as an Additional Directors of the Company w.e.f. 25th July, 2014 & 10th August, 2014, to hold office up to the date of this Annual General Meeting of the company.

Also, during the year Mr. Suresh Chandra Joshi has resigned from the post of Director w.e.f 31st August, 2013 and Mr. Sanjeev Kumar & Mr. Sanjay Kumar Sharma has resigned from the post of Director w.e.f. 2nd August, 2014.

Company has received a notice pursuant to section 160 of the Companies Act, 2013, in writing, proposing the candidature of Mr. Sunil Mittal, Mr. Ashish Mittal & Ms, Neena Mittal for the office of Director. The Board therefore, recommends their appointment as Directors in the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified under the provision of Section 164 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

Following table shows the current composition of the Board.

S. No. Name DIN Designation Date of Appointment

1. Mr. Sunil Mittal 00124175 Additional 25/07/2014 Director

2 Mr. Devi Parsad 01963667 dIRECTOR 10/02/2013

3 Mr. Ashish Mittal 02158722 Additional 25/07/2014 Director

4. Mr. Mahendra Pratap 05318653 Director 25/03/2014 Singh

5. Ms. Neena Mittal 01645878 Additional 10/08/2014 Director

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with the Delhi Stock Exchange have been complied with.

COMPLIANCE CERTIFICATE UNDER SECTION 383A

As per the requirements of Section 383A of the Companies Act, 1956, the Compliance Certificate regarding compliance of various requirements of the Companies Act, 1956 and the rules made there under has been obtained from M/s Naresh Gupta & Associates, Company Secretaries, for the financial year ended on 31st March, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies [Amendment) Act, 2000, the Directors confirm that:

[i] In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there were no material departures.

(ii) We have selected the appropriate Accounting Policies described in the notes and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

[iii) Proper and sufficient care have 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 for the year ended 31st March, 2014 have been prepared on the historical cost convention, as a going concern basis.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2AJ of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report

INDUSTRIAL RELATIONS

Industrial relation continues to be cordial. Your directors express deep appreciation for the dedicated services rendered by workers, staff officers of the company.

Employees today are looking for development opportunities, future career options, empowerment and work-life balance in an organization. Our people are our most important assets. We believe that our employees deliver the best quality and level of service and we are proud of our team members at all levels within your Company. Organizational values are at the heart of everything Limited employees do, both collectively and as individuals.

Your Directors recognize manpower as being amongst the key drivers of the business of your Company and place on record their sincere appreciation of the teamwork and dedication of all employees working across all its location. The Human Resource initiatives of the company in the year continued to be aligned with overall business strategy and individual career aspirations of staff members.

INFORMATION UNDER SECTION 217(11 (el OF THE COMPANIES ACT. 1956

The disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1] (e] of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors] Rules, 1988 forming part of the Directors' Report and is as under:

Conservation of Energy

The company does not have any proposal for additional investment with respect to conservation of energy therefore conservation of energy measures have not been furnished considering the nature of activities undertaken by the Company during the year under review.

Technology. Absorption .Adaptation and Innovation

Continuous efforts are being made for product improvement and cost reduction. The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

Foreign Exchange Earning and Outgo

During the year there were no Export and Foreign Exchange earnings. The Foreign exchange and outgo was Nil.

Particulars Year Ended March 31, Year Ended March 31, 2014 2013

Earnings in Foreign currency Nil Nil

Expenditure in Foreign Nil Nil Currency

ACKNOWLEDGMENT

Your Directors also convey their gratitude to the Members of the Company for the confidence shown by them in the Company and thank the employees at all levels, who, through their untiring efforts, dedication, cooperation and commitment have enabled the Company to achieve its strategic corporate objectives.

Your Directors would like to express their grateful appreciation for assistance and Co- operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. They, also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf of the Board of Directors

For Aayush Food aftd Herbs Limited

Place: New Delhi

Date: 14th August, 2014 Sunil Mittal

Chairman

To the Members of

Aayush Food And Herbs Limited


Mar 31, 2013

Dear Shareholders

The Directors arc pleased to present the 29th Annual Report together with the Audited Statement of Accounts for the year ended 31Kl March, 2013.

Financial Results

PARTICULARS 2012-2013 2011-2012 (Rs in Lacs) (Rs in Lacs)

Sales and Other Income 20,51,450/- 3.56,35,165/-

Operating Profit (PBIDT) 81.654/- 1.85,893/-

Interest Cost - 6.400/-

Profit before Depreciation (PBDT) 81,654/- 1.79,493/-

Depreciation 59,806/- 78.215/-

Profit before Tax 21,848/- 1,01,278/-

Provision for Taxation 4,163/- 19 299/-

Profit after Tax 17,685/- 17,979/-

Operation

During the year under review your company did well. Your directors expect that the company will achieve new heights in the ensuing year.

Fixed Deposit

During the year under review the company has not accepted any deposit.

Dividend

Due to Insufficient Profit die director are unable to pay Dividend,

Directors

Mr. Suresh Chandra Joshi, director, retire by rotation as per the articles of association of the company.

Particulars of Employees

None of the employee is in receipt of remuneration in excess of the limits prescribed under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,

Auditors

M/s Rajesh Laxmi & Associates, Chartered Accountants, the company's Auditors retire at conclusion of the an ensuing Annual General Meeting. They have signed their willingness to accept reappointment and have further confirmed their eligibility u/s 224(IB) of The Companies Act, 1956

Directors' Responsibility Statement

Pursuant to requirement under sub-section (2AA) of section 217 of the Companies Act 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable accounting standards, to the extent applicable, have been followed, ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sale of affaire of the company as at 31st March 2013 and of the profit of the company for the year ended on that date.

ii. The Directors has 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

iii. The Directors have prepared the annual accounts of Company on a 'going concern basis, Information required under section 217(1)
i) Conservation of energy the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposat for additional investment in this regard. The details of energy consumption are not required to be given.

ii) Technology absorption

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and Co- operation received from the financial institutions, Government Authorities, Customers, Vendor and Members during the year under, review. Your directors also wish to place on record their defense of appreciation for the committed services of executives, staff and work of Company.

For and on behalf of the Board of Directors

For AAYUSH FOOD AND HERBS LTD. Auth Singh

Place: - Delhi Director

Date : - 29.05.2013


Mar 31, 2012

The Directors present the 28th Annual Report of the Company together with the Audited Statement' of Accounts for the year ended the March 31 2012.

FINANCIAL RESULTS For the year ended 31st March (In Rs.) 2012 2011

Profit before interest & Depreciation 1,85,894.00 6,29,090.30

Less: interest & Other Charges 6,400.00 4,673.00

Less: Depreciation 78,215.00 1,07,575.00

Less: Extraordinary item NIL NIL

Profit before Tax 1,01,279.00 5,16,842.00

Fringe Benefits NIL NIL

Deferred Tax (589.00) (3,979.00)

Provision for Taxation (net) 19,299.00 1,34,597.00

Tax adjusted for earlier years NIL NIL

Profit after Tax 82,569.00 3,86,224 30

(Less): Balance brought forward from previous year 6,09,074.00 2,22,849.57

Balance carried to Balance Sheet 6,91,643.00 6,09,073.87

DIVIDEND

In the absence of adequate profit, Directors are unable to recommend dividend on equity shares.

MATERIAL CHANGES

There is no material change affecting the financial .position of the company which have occurred between the end of the finance year of the company to which the balance sheet relates and the date of report.

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

As the Company's operations do not involve any manufacturing or processing activities the particulars as per the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, absorption, foreign exchange earnings and outgo are not applicable.

COMPLIANCE CERTIFICATE

Compliance Certificate pursuing to the provision of the Section 383A of Companies act, 1956 a Certificate from practicing Company secretary has been obtained and annexed hereto and the same forms an integral part of the report.

AUDITORS

The Board recommends the appointment of Rajesh Laxmi & Associates, Chartered Accounts, Delhi who is to hold office until the conclusion of ensuing Annual General Meeting and being eligible, officer themselves for reappointment as the Auditors of the company for the financial year 2011-2012. They have confirmed that their appointment, if approved, shall he within the limits laid down under section 224 (IB) of the Companies Act, 1956.

FIXED DEPOSITS

The company has not invited or availed Fixed Deposits from the Public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of annual account,, the applicable account standards have been followed along with proper explanation relating to any departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so to give a n™ and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and suffic.ent care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies safeguarding the assets of the Company and. for preventing and a detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the year ended on March 31,2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

Employee of the Company was in receipt of remuneration above the it specified under Section 217(2 A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Directors of your Company Place on record their appreciation for the dedicated and since.. services rendered by the officers and staff at all levels.

For and on behalf of the Board

For Aayush Food and Herbs Limited

For Aayush Food And Herbs Limited For Aayush Food and Herbs Limited

Auth.Sing/Director Auth.Sing/Director

(Sunil Kr Place: Delhi Chsturvedi) (Suresh Chandra Joshi)

Date : 01.09.2012 (Director) (Director)


Mar 31, 2011

The Directors present the 2701 Annual Report of the Company together with the Audited Statements of Accounts for {he year ended on March 31, 2011.

1. FINANCIAL RESULTS

For the year ended 31st March (in Rs.)

2011 2010

Profit before Interest & Depreciation 6,29,090.30 4,43,601.59

Less: Interest & Other Charges 4,673 NIL

Less: Depreciation 1,07,575.00 1,49,378,00

Less: Extraordinary item NIL NIL

Profit before Tax 5,16,842.30 2,94,223,59

Fringe Benefit Tax NIL NIL

Deferred Tax (3979.00) <7,745.00)

Provision for Taxation (net) 1,34,597.00 80,572.00

Tax adjusted for earlier years NIL 14,007.00

Profit after Tax 3,86,224 30 2,07,389.59

Add/ (Less): Balance brought forward from previous year 2,22,849,57 15,459.98

Balance carried to Balance Sheet 6,09,073.87 2,22,849.57

2. DIVIDEND

In the absence of adequate profit. Directors are unable to recommend dividend on equity shares.

3. MATERIAL CHANGES

There is no material changes, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of report

4. DIRECTORS

Mr. Suresh Chandra Joshi, who retires by rotation and being eligible, offer himself for re - appointment. Mr. Suresh Chandra Joshi has been appointed as Additional Director with effect from 4th April, 2011 to hold office up to the date of forthcoming Annual General Meeting. The Board recommends appointment of Mr. Suresh Chandra Joshi as Regular Director of the company,

5. COMPLIANCE CERTIFICATE

Compliance Certificate pursuing to the provision of the Section 383A of Companies Act, 1956, a Certificate from Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report

6. AUDITORS & AUDITORS REPORT

The Board recommends the appointment of M/s Rajesh Laxmi & Associates, Chartered Accountants, Delhi who is to hold office until the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as the Auditors of the company for the financial year 2010-2011. They have confirmed that their appointment, if approved, shall be within the limits laid down under section 224 (1B) of the Companies Act, 1956.The Auditors' Report does not have any adverse remarks and do not call for any clarification.

7. FIXED DEPOSITS

The Company has not invited or availed Fixed Deposits from the public during the year under review.

8. DIRECTORS RESPONSIBILITY STATEMFMT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to any departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 195G for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) That the Directors have prepared the annual accounts for the year ended on March 31, 2011 on a going concern basis'.

9. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules. 1988, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable.

11. ACKNOWLEDGEMENT

The Directors of your Company place on record their appreciation for the dedicated and sincere services rendered by the officers and staff at all levels.

for and or behalf of the Board

For Aayush Food and Herbs Ltd

Aayush Food And Herbs Limited

Place: Delhi

Date: 02.09.2011
Director Director

 
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