Directors Report of Atharv Enterprises Ltd.

Mar 31, 2016

DIRECTOR''S REPORT

The Members,

ATHARV ENTERPRISES LTD

KOLHAPUR

The Directors have pleasure in presenting the 26^th Annual Report with the Audited statement of Accounts of your company for the financial year ended 31^st March,2016.

FINANCIAL RESULTS

Financial Results of the company for the year under review along with the figures for previous year are as follows.

Particulars	March 31, 2016	March 31, 2015
Net Sales/Income from Operations	45,745,235	46,231,311,63
Less : Total Expenditure before finance cost, depreciation	42,495,875	41,705,318.82
Operating Profit	3,249,363	4,525,992.81 I
Add. Other Income	00	24,122,69
Profit before finance cost, depreciation and Taxes	3,249,363	4,550,115.50
Less: Finance Cost ,	00	59,519.67
Depreciation -	670,036	759,707.58
Profit before Taxes	2,579,327	3,730,308.25
Tax expense:
{1) Income Tax for earlier years	1,686,350	(255,496.00J
(2} Current Year Tax	892,969	1,245,000.00
(3) Deferred tax	00	(243,764,00)
Profit(Low) for the period from Continuing Operations	1,686,358	2,985,14B. 25
Eps	0.01	0.04

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs, 170,000,000/'' During the year under review, the Company has issued Bonus Shares at a ratio of 1:1 to all the existing shareholders as on the cutoff date of 19^th March, 2016.

BUSINESS PERFORMANCE AND COMPANY''S AFFIARS

For the financial year under review the company has carried out its trading activity and which results into step down in Net profit. The balance sheet of company shows a net profit of Rs. 16.86 lacs as against Rs. 29.85 lakhs in the previous year.

DIVIDEND

The Board of directors does not recommend any dividend for the year ended March, 31,2016.

DIRECTORS

As per the Provisions of Companies Act, 2013_t and Articles of Association of the Company Mr. Deepak Mandowara will retire by rotation in the ensuing AGM and being eligible seek reappointment. A brief resume and other details relating to the directors who are to be re_ appointed is attached along with.

The Board of directors recommends his re-appointment.

Ms. Vandana Gadiya and Mr. Pramod Gadiya were appointed as an Additional Directors w.e.f. August 26, 2016 in accordance with the provisions of Section 161 of the Companies Act, 2013. As per the provisions of Section 161(1) of the Act, they hold office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment as Directors. The Company has received a notice under Section 160 of the Act proposing their candidature for the office of Director of the Company, along with the requisite deposit Pursuant to Section 161 of the Companies Act, 2013 the above directors holds office up to the date of the ensuing Annual General Meeting. The Board of Directors recommend their reappointment as Di rectors. _;

DIRECTORS'' RESPONSIBILITY [

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the director shad prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS'' REPORT ^

There are no qualifications, reservations or adverse remarks made by M/s San jay Vhanbatte Co., Statutory Auditors in their report for the Financial Year ended March 31, 2016, The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review

DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies {Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 18S(1 > along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report,

RISK MANAGEMENT

The company is exposed to Inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company’s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

HUMAN RESOURCES MANAGEMENT

Information Under The Sexual Harrassment Of Women At Workplace (Prevention, Prohibition And Redressal)Act, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

AUDITORS

i) Statutory Auditors

M/s Sanjay Vhanbatte & Co., Chartered Accountants, has been appointed as Statutory Auditor of The comply at the Annual General! Meeting hold on 19th September. 2014 for a term of Five years i e. up to 11st March 2019. AS required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the Annual General Meeting. Accordingly, requisite resolution forms part of the notice convening the AGM of the Company

ii) Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 the company has appointed Sunita Manish Agarwal, Company Secretary in Practice to undertake the secretarial Audit of the Company.

iii) INTERNAL AUDITORS

M/s. Anil Naik, Chartered Accountants, have been appointed as Internal Auditors of the company,

SECRETARIALAUDIT REPORT

A Secretarial Audit Report given by Ms Sunita Manish Agarwal, a Company Secretary in practice shall be annexed with the report. The Board of Directors shall provide explanations or comments on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report.

CORPORATE GOVERNANCE

At Atharv enterprises, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, the Corporate Governance Report and the Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report

MEETINGS

During the year Six Board Meetings and Four Audit Committee meetings are convened and held. The details of which are given in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2011 and the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return of your Company as on March 31, 2016 as provided under subsection (3) of Section 92 in the Form MGT 9 is enclosed as a part of the Directors'' Report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Audit Committee set up by the Board reviews periodically the internal audit reports submitted . by the internal auditors. The Management periodically interacts with the internal and statutory auditors and implement the suggestions make by them from time to time. The Company has adequate internal control systems commensurate with its size and nature of operations.

Material changes and commitment if¹ 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 on the date of this report.

VIGILMECHANISM

The Board of Directors approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the company Code of Conduct.

PARTICULARS OF EMPLOYEES

During the year under report, none of the employees employed throughout the year or part of the year were in receipt of remuneration as per section 197 of the Companies Act 2013 read with

Rule 5, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ;

LISTING FEES

At present 170,000,000 equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Company has paid the applicable Listing Fees to BSE for the year 2016-17.

CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Jagdish Chandra Gadiya, Managing Director, affirming compliance with the Code of Conduct by the Directors and senior management personnel, for the financial year 2015-16 is annexed and forms part of the Directors and Corporate Governance Report

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

The details about conservation of energy, technology absorption, foreign exchange earnings and outgo as required by section 217(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below

Form

Conservation of Energy :Not Applicable.

Form B

Research and Development: Not Applicable

Technology absorption, adoption and innovation: Not Applicable.

Foreign Exchange earning & Outgo

Foreign Exchange earning : NIL

Foreign Exchange outgo: NIL

ACKNOWLEDGEMENT AND APPRECIATION

We thank our customers, vendors, dealers, investors, business associates and bankers for their

continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support. We thank the Government of India, the State Governments where we have operations and other government agencies for their support and look forward to their continued support in the future.

ON BEHALF OF THE BOARD OF DIRECTORS

PLACE : KOLHAPUR JAGDISH CHANDRA GADIYA

DATE : 01/09/2011 CHAIRMAN & MANAGING

DIRECTOR

(DIN : 03577289)

---

Mar 31, 2014

The Members,

ATHARV ENTERPRISES LTD

The Directors have pleasure in presenting the 24th Annual Report with the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

Particulars March 31, 2014 March 31, 2013

Gross Receipt 57,196,909 71,892,681

Profit before Tax 5,118,301 5,717,021

Tax Expense 2,041,718 1,932,520

Net Profit & Loss for the Year from continuing operations 3,076,582 3,784,501

Total Operations 3,076,582 3,784,501



2. BUSINESS PERFORMANCE

For the financial year under review the company has carried out its trading activity and which results into step down in Net profit. The balance sheet of our company shows a net profit of Rs. 30.76 lacs as against Rs. 37.84 lacs in the previous year. The operating profit amounted to Rs 571.96 Lacs as against 718.93 lacs in the previous year.

3. DIVIDEND

The Board of directors does not recommend any dividend for the year ended March, 31, 2014.

4. DIRECTORS

As per the Provisions of Companies Act, 2013, and Articles of Association of the Company Mr. Deepak Mandowara will retire by rotation in the ensuing AGM and being eligible seek re-appointment. The Board of director recommends his reappointment.

The Company has appointed Mr. Arjun Mundra, and Mr. Kaushal Ameta and Mr. Ravikant Gupta as Independent Directors of the Company.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint the existing Director i.e. as an Independent Directors of the Company under Section 149 of the Companies Act, 2013 for term up to 5 (five) years, respectively, in ensuing Annual General Meeting.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and are independent of the management.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the annexure of Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

We, the Directors of Atharv Enterprises Limited, state in respect of Financial year 2013-14 that :

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

COMMENTS ON AUDITOR QUALIFICATION

Car loan taken against the cars registered in individual names of Directors. The cars are registered in individual names of directors to save on RTO taxes which is quite high wherever the car is registered in the name of the company. However, all beneficial interests of the car belongs to the company. For car loan, the first applicant is hence the Director in whose name the car is taken and the company is the co-applicant. Furthermore being a co-applicant for the car loan, the company has registered charge with ROC for the hypothecation of car with the banks.

6. AUDITORS

M/s. Sanjay Vhanbatte & Company, Chartered Accountants, retire in this general meeting. Being eligible, he has offered himself for reappointment. It is decided to appoint M/s. Sanjay Vhanbatte & Company, Chartered Accountants, with approval of members in forthcoming Annual General Meeting of the Company.

7. FIXED DEPOSIT

We have not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

INTERNAL AUDITORS

M/s. Anil Naik, Chartered Accountants, have been appointed as Internal Auditors of the company.

8. OTHER DISCLOSURES

1. The Company has sub divided the existing equity share capital of the company by taking consent of the members vide Annual General Meeting of the Company held on 19th September 2013. Consequently, existing 85,00,000 equity shares of the nominal value of Rs. 10/- (Rupees Ten) each in the paid-up share capital of the company be subdivided into 8,50,00,000 equity shares of Rs. 1/- each and consequently, the authorized share capital of the company of Rs. 10,00,00,000/- consisting of 1,00,00,000 equity shares of Rs. 10/- each comprised 10,00,00,000 equity shares of Rs. 1/- each.

2. M/s. Green Fuel Tech where company owns 25% stake engaged into manufacture of Biomass Briquettes has been dissolved.

3. The company is a co-promoter in ''M/s. Sunchemie Industries Pvt Ltd, Sri Lanka''. The company was formed to put up a waste and used oils re-refining plant. However, management of the company could not get through all the procedural and regulatory approvals and failed to accomplish desired object. Hence, the company has made written-off provision for the stake hold in M/s. Suchemie Industries Pvt. Ltd.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a separate section titled Corporate Governance Report has been included in this annual report. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance has also been attached to this annual report.

The Board has laid down Code of Conduct for all Board Members and Senior Management of the Company. All Board members and senior management personnel have affirmed compliance with the code of conduct.

10. CONSOLIDATED FINANCIAL STATEMENT

In terms of listing agreement with stock exchange the duly audited consolidated financial statement has been included in this annual report.

11. PARTICULARS OF EMPLOYEES:

The company has no employee whose particulars are required to be disclosed pursuant to section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. LISTING FEES

At present 85,000,000 equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Company has paid the applicable Listing Fees to BSE for the year 2013-14.

13. CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Jagdish Chandra Gadiya, Managing Director, affirming compliance with the Code of Conduct by the Director''s and senior management personnel, for the financial year 2013-14 is annexed and forms part of the Directors and Corporate Governance Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details about conservation of energy, technology absorption, foreign exchange earnings and outgo as required by section 217(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below

Form A

Conservation of Energy : Not Applicable.

Form B

a) Research and Development : Not Applicable

b) Technology absorption, adoption and innovation : Not Applicable.

c) Foreign Exchange earning & Outgo

- Foreign Exchange earning : NIL

- Foreign Exchange outgo : NIL

15. ACKNOWLEDGEMENT AND APPRECIATION

We thank our customers, vendors, investors for their continued support during the year. We place on record our appreciation of the contribution, made by our employees at all levels.

For & on behalf of the Board of ATHARV ENTERPRISES LIMITED

Place : Kolhapur Deepak Jagdish Chandra Date : 13.8.2014 Mandowara Gadiya (DIN : 06406616) (DIN : 03577289) Director Chairman & Managing Director

---

Mar 31, 2013

TO, The Members of ATHARV ENTERPRISES LIMITED

The Directors have pleasure in presenting the 23rd Annual Report with the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Particulars March 31,20131 March 31,2012

Gross Receipt 71,892,682 17,429,596

Profit before Tax 5,717,021 2,217,262

Tax Expense 1,932,520 110,815

Net Profit & Loss for the Year from continuing operations 3.784,501 2,106,447

Tax expense of discontinuing operations 140,481

Total Operations 3,784,501 1,965,966

BUSINESS PERFORMANCE

During the financial year the company has discontinued ifs two activities carried by the divisions namely "Yam and Marketing Division* and "Electrical Division*. For the financial year under review the company has earned out its trading activity and which results into increase in Net profit The balance sheet of our company shows a net profit of Rs. 37.85 lacs as against Rs. 19.66 lakhs in the previous year. The gross receipt amounted to Rs. 718.93 Lacs as against 174.30 tecs in the previous year.

DIVIDEND

The Board of directors does not recommend any dividend for the yearended March, 31,2013.

FUTURE PROJECTS & REVIEW

1. The Company has loaned money on interest on call basis to known parties only.

2. M/s. Green Fuel Tech where company owns 25% stake is into manufacture of Bfomass Briquettes and the said firm has shown profits in the financial year under review ofoperatfonsaswell.

3. The company is a co-promoter in Ms. Sunchemie Industries Pvt Ltd, Sri Lanka''. The Sri Lankan company has got all relevant clearances to put up a waste and used oils re-refining plant. However, the term ban has not been financed as yet which is a cause of concern. The Sri Lankan company may sell its ficenses and return the monies invested by the company.

DIRECTORS

As per the Provisions of Companies Act, 1956 and Articles of Association of the Company Mr. Arjun Mundra retire by rotation and are eligible for reappointment

Mr. Ravikant Gupta was appointed as additional director of the company pursuant to section 260 of the Companies act, 1956 with efferffrom21*September,2012.

It is proposed to appoint Mr. Ravikant Gupta as Non executive independent director of the company whose term expires as additional director in the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBIUTYSTATEMENT

lntermsofsection217(2AA)readwith Section 292Aofthe Companies Act 1956, we, the Directors of Atharv Enterprises Limited, state in respect of Financial year 2012-13that:

a) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 theend of the financial year and of the profit of theCompanyforthat period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Actforsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concembasis;

COMMBiTSONAUDrTORQUAUFICATION

1. The company is a co-promoter in ''M/s. Sunchemie Industries Pvt Ltd, Sri Lanka", The Sri Lankan company has got all relevant clearances to put up a waste and used oils re-refining plant However, the term loan has not been financed as yet which is a cause of concern. The Sri Lankan company may sell its licenses and return the monies invested by the company.

AUDITORS

M/s. Sanjay Vhanbatte & Company, Chartered Accountants, retire in this general meeting. Being eligible, he has offered himseif for reappointment It is decided to appoint M/s. Sanjay Vhanbatte & Company, Chartered Accountants, with approval of members in forthcoming Annual General Meeting of the Company.

FIXED DEPOSIT

We have not accepted any fixed deposits from public and, as such, no amount of principal or interest was outetanding as of the balance sheet date.

MTERNALAUDITORS

M/s. Anil Naik, Chartered Accountants, have been appointed as Internal Auditors of the company.

OTHERDiSCLOSURES

During the year 2012-13, the Company has allotted 29,90,000 Equity Shares of Rs. 10/- each at a Premium of Rs. 27/- per share on 27* April, 2012 on Preferentiai Allotment basts. Out of which 7,50,000/- equity shares are allotted to promoters and 22,40,000 shares are allotted to other than promoters. This Preferential allotment has been approved by Members of the Company on 29* March, 2013 through Extra Ordinary Genera! Meeting as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 for raising funds for the expansion of business and general corporate purpose of the Company. The said Equity Shares are listed on Bombay Stock Exchange Limited (BSE).

The Company has giving interest bearing advances during the year however that is not the principal business of the company. The Company has loaned money on interest on call basis to known partes only. The management of the company is ready to apply for register the company as "Non Banking Financial Company* if the company is required to be registered on count of giving interest bearing advances to known parties as per me norms, rules and regulation framed by the Reserve Bank of India in this regards.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a separate section trUed Corporate Governance Report has been included in this annual report A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance has also been attached to this annual report.

The Board has laid down Code of Conduct for all Board Members and Senior Management of the Company. All Board members and senior management personnel have afrimiedcompliarK^wimthecocteofcorKkict

CONSOLIDATED FINANCIAL STATEMENT

In terms of listing agreement with stock exchange the duly audited consolidated financial statement has been included in this annual report

PARTICULARS OF EMPLOYEES:

The company has no employee whose particulars are required to be disclosed pursuant to section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975.

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

The details about conservation of energy, technology absorption, foreign exchange earning and outgo as required bysectJon217(e)oftheCompaniesAct 1956and the Companies (Disclosure of Particulars in the Report of Boardof Directors) Rules, 1988 are as given bekw

Form A

Conservation of Energy: Not Applicable.

ForniB

a) Research and Development: Not Applicable

b) Technology absorption, adoption and innovation : Not Applicable.

c) Foreign Exchange earning & Outgo

Foreign Exchange earning : NIL * Foreign Exchange out^>: Being a co-pronroter of the Company M/s. Sunchemie Industries Pvt Lid, Sri Lanka'' the company has kept invested Rs. 9,17,42124.

ACKNOWLEDGEMENT ANDAPPRECIATION

We thank our customers, vendors, investors for their continued support during ihe year. We place on record our appreciation of the contribulion, made by our employees at all levels.

For & on behalf of the Board of

ATHARVENTER Pra SESUMITED

Sd/-

Deepak Mandowara Jagdish Chandra Gadiya

Director Chairman &Managjng Director

Place:- Kolhapur

Date:-13th August, 2013

---

Mar 31, 2012

TO, The Members of ATHARV ENTERPRISES LTD

The Directors have pleasure in presenting the 22nd Annual Report with the Audited Statement of Accounts of your Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in.lacs)

2011-2012 2010-2011

Gross Receipts 174.30 469.76

Profit/Loss before Depreciation 24.26 16.18

Depreciation 2.08 1.98

Net Profit/(Loss) for year 19.66 14.20

DIVIDEND

The Board does not recommend any dividend for the year under review.

OPERATING RESULTS

The balance sheet of our company show a net profit of Rs. 19.66 lakhs for this financial year and a operating profit (EBITDA) of Rs. 24.26 Lakhs.

FUTURE PROJECTS & REVIEW

1. M/s. Green Fuel Tech where company owns 25% stake is into manufacture of Biomass Briquettes and the said firm has shown profits in the third year of operations as well.

2. The company is a co-promoter in 'M/s. Sunchemie Industries Pvt Ltd, Sri Lanka'. The Sri Lankan company has got all relevant clearances to put up a waste and used oils re-refining plant. However, the term loan has not been financed as yet which is a cause of concern. The Sri Lankan company may sell its licenses and return the monies invested by the company.

3. The company has started business of trading in fabric.

DIRECTORS

The company has appointed Mr. Ravikant Gupta as Non-Executive Independent Director w.e.f 07/11/2011.

The company has appointed full time company Secretary Mr. Rohan Sharma w.e.f. 07/02/2012.

During the year, Mrs. Ritu Jaju and Mr. Bhushan Gandhi resigned as Directors at the time of last AGM.

The company has appointed Mr. Kaushal Ameta and Mr. Arjun Mundra as Non-Executive Independent Director in additional capacity w.e.f. last AGM.

Mr. Nitten Jaju has written to the company to relieve him of the executive responsibilities of the company w.e.f. this AGM and that he shall continue only as Non-Executive Director of the company due to other business pre-occupation. The Board has accepted the same.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) read with Section 292A of the Companies Act, 1956, we, the Directors of Atharv Enterprises Limited, state in respect of Financial year 2011-12 that:

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

STATUTORY DISCLOSURES

A) Particulars of the employees as required under section 217 (2A) of the companies Act, 1956, read with companies (particulars of Employees) Rules 1975, are as below:

The company has not paid any remuneration attracting the amended provisions of Companies (particulars of Employees) Rules. 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under report.

B) Particulars required to be furnished by the companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

i. Part A and B relating to conservation of Energy and Technology Absorption are not applicable to the company as the company is not a manufacturing company.

ii. Foreign Exchange Earning and outgo : There is no foreign exchange outgo in this Financial Year.

COMMENTS IN AUDITORS REPORT

1. The company is a co-promoter in 'M/s. Sunchemie Industries Pvt Ltd, Sri Lanka'. The Sri Lankan company has got all relevant clearances to put up a waste and used oils re-refining plant. However, the term loan has not been financed as yet which is a cause of concern. The Sri Lankan company may sell its licenses and return the monies invested by the company.

2. There is no unpaid liability with respect to employee benefit.

AUDITORS

M/s. Sanjay Vhanbatte & Company, Chartered Accountants, retire in this general meeting. Being eligible, he has offered himself for appointment. It is decided to appoint M/s. Sanjay Vhanbatte & Company, Chartered Accountants, with approval of members in forthcoming Annual General Meeting of the Company.

OTHER DISCLOSURES

During the year 2011-12, the Company has allotted 24,63,500 Equity Shares of Rs. 10/- each at a Premium of Rs. 7.80/- per share on 20'" October, 2011 on Preferential Allotment basis to Other than Promoters approved by Members of the Company on 22nd September, 2011 through Postal Ballot conducted pursuant to Section 192A of the Companies Act, 1956 and as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 for raising funds for the expansion of business and general corporate purpose of the Company. The said Equity Shares are listed on Bombay Stock Exchange Limited (BSE).

It is proposed to increase the share capital of the company by issue of Preferential Shares towards raising of additional capital by the Company pursuant to Section 81(1A) of the Companies Act, 1956 and as per the SEBI (Issue of Capital and Disclosure Requirement) Regulation, 2009 subject to approval by the shareholders of the company by way of Postal Ballot.

The company has proposed to change the registered office of the company within the municipal limits of Kolhapur. The Board shall decide the new office premises and the same is proposed to be shifted in October, 2012.

COMPANY SECRETARY

The company has appointed Mr. Rohan Sharma as full time Company Secretary of the Company w.e.f. 07 February, 2012. He has also replaced Mr. Nitten Jaju as Compliance Officer of the company wef. 05 May, 2012.

INTERNAL AUDITORS

M/s. Anil Naik, Chartered Accountants, have been appointed as Internal Auditors of the company.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors place on record their grateful appreciation for the assistance and co-operation received from various Government Departments, Banks, Clients, Employees and above all, you the Shareholders.

For & on behalf of the Board For ATHARV ENTERPRISES LTD

Jagdish chandra Gadiya Chairman & Managing Director

Nitten Jaju Director

Place :-Kolhapur Date :-10.08.2012

---

Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report with the Audited Statement of Accounts of your Company for the financial year ended 31s1 March, 2010.

FINANCIAL RESULTS (Rs.in.lacs)

2009-2010 2008-2009

Gross Receipts 564.82 444.09

Profit/Loss before Depreciation 15.57 17.43

Depreciation 2.35 2.28

Net Profit/(Loss) for year 13.30 7.88

DIVIDEND

The Board does not recommend any dividend for the year under review.

PROJECTIONS V/S ACTUALS

The projection about profitability and its comparison with the actual results is not given as the same is not applicable in view of the fact that the public issue was made,in the year 1994-95.

SALE OF ELECTRICAL DIVISION OF THE COMPANY

It is proposed to sale of the electrical division of the Company for diverse reasons. The company is a distributor and not complete dealer of products. This limits its sales. The growth of the business is not expected to be quite attractive. It is hence proposed that the company sell the electrical division and look into growth prospects in yarn and also entry into silica sand mining.

Consent of the members is required for such sale as per section 293(1)(a) of the Companies Act, 1956. A resolution by postal ballot is proposed to be passed for this purpose which is being separately dispatched.

RESOLUTION U/S. 372A

It is proposed to invest fund of the Company in the following companies in which either the company is holding equity or any of the Directors of the Company are interested -

Atharv Agencies Private Limited

Jai Enterprises

Atharv Mines Private Limited

Sunchemie Industries Private Limited, Sri Lanka

For the above purpose consent of members by a special resolution u/s. 372A of the Companies Act, 1956 is required to be passed through the process of Postal Ballot. The same is being separately dispatched.

OPERATING RESULTS

There has been reasonable income to the company by way of trading in yarn, investment in shares & equity shares trading and also interest accrued on loans given.

The yarn trading activity is well established. There is sufficient scope for growth and it is expected to well in the coming year.

The balance sheet of our company show a net profit of Rs. 13.30 lakhs for this financial year and a operating profit (EBITDA) of Rs. 29.76 lakhs.

FUTURE PROJECTS & REVIEW

1. The Company has sufficient investment in shares.lt has given excess funds as loans on call basis to known parties only.

2. The yarn trading activity is quite established at Ichalkaranji.

3. Electricals Division is being fully operational and is a Distributor for Havells India Ltd for their range of CFL, C-Lum & Fans in Kolhapur region. The company proposes to sell this division due to limited sales prospects.

4. M/s. Green Fuel Tech where company owns 25% stake is into manufacture of Biomass Briquettes and the said firm has shown profits in the second year of operations as well.

5. M/s. Jai Mining Corporation where company owns 25% stake have finalized a bauxite mining agreement in partnership with another company. The necessary Mining Lease agreement & Central Environmental Authority approval will take another 1-11/2 years.

6. The company is a co-promoter in M/s. Sunchemie Industries Pvt Ltd, Sri Lanka where the company is represented by Mr. Nitten Jaju, Chief Executive. The Sri Lankan company has got all relevant clearances to put up a waste and used oils re-refining plant. However, the term loan has not been financed. As such, the said project has got delayed. The total capital cost of the venture is estimated in the vicinity of USD 2.50 Million.

7. The company has entered into a MOU with M/s. Shree Patil Minerals in consortium with other parties for Silica Sand Mining. The Silica Sand Mines has been allotted to M/s. Shree Patil Minerals by the Government of Maharashtra and the process of Environmental clearance is going on. .

DIRECTORS

Mr. Rajendra Patel, Non-Executive Independent Director is to retire at the ensuing annual general meeting and being eligible he has offered himself for reappointment.

Mrs. Ritu Jaju, Executive Director has informed the company that she wishes to give up here executive responsibilities and resign as a Director from the company wef the AGM date.

Mrs. Pooja Jaju, Wholetime Director has informed the company that she wishes to give up her executive responsibilities of a Whole Time Director due to her other pre-occupations and continue as a Non-Executive Director only.

It is proposed to appoint Mr. Nitten Jaju who is Chief Executive Officer of the Company as Managing Director since both Ritu Jaju and Pooja Jaju have expressed their unavailability for company affairs wef the ensuing AGM.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) read with Section 292A of the Companies Act, 1956, we, the Directors of Atharv Enterprises Limited, state in respect of Financial year 2009-10 that :

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

STATUTORY DISCLOSURES

A) Particulars of the employees as required under section 217 (2A) of the companies Act, 1956, read with companies (particulars of Employees) Rules 1975, are as below :

The company has not paid any remuneration attracting the amended provisions of Companies (particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 during the year under report.

B) Particulars required to be furnished by the companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

i. Part A and B relating to conservation of Energy and Technology Absorption are not applicable to the company as the company is not a manufacturing company.

ii. Foreign Exchange Earning and outgo :

There is no foreign exchange outgo in this Financial Year.

COMMENTS IN AUDITORS REPORT

1. Provision of contingent liability : A Provision of contingent liability of Rs. 50.00 Lakhs is made in respect of MOU entered into with M/s. Shree Patil Minerals which is to be paid as agreed between them for securing mining rights of silica sand. An amount of Rs. 31.50 Lakhs has been paid by the company towards advance which will be transferred to them as deposits after they fulfill some clauses as mentioned in the MOU.

2. Car Loan taken against Cars registered in individual names of Directors : The car have generally been taken in the name of the Director to save on RTO taxes which is quite high case the car is registered in the name of the company. However, all beneficial interests of the car belongs to the company. For car loan, the first applicant is hence the Director in whose name the car is taken and the company is the co-applicant. The car has had been hypothecated with the bank. However, since the company is a co-applicant for the loan, the company is informed by the bank, that the charge cannot be registered.

REVOCATION OF SUSPENSION OF THE SCRIP FROM THE BOMBAY STOCK EXCHANGE

The company have complied with all compliances of Clause 49 and are happy to inform that the BSE have revoked suspension in trading of scrip wef 19 February, 2010.

INSPECTION UNDER SECTION 209A OF COMPANIES ACT, 1956

The company had received notice from the Ministry of Company Affairs, Company Law Board, Western Region for inspection of books of accounts and other records U/s 209A of The Companies Act, 1956.

The inspection was carried out on 28/06/2010 - 29/06/ 2010. An inspection report from them was received citing certain violations and contraventions of Companies Act. The company has given its submissions and is also moving for compounding applications relating to certain violations and contraventions of Companies Act with the Company Law Board.

AUDITORS

M/s. Sanjay Vhanbatte & Company, Chartered Accountants, retire in this general meeting. Being eligible, he has offered himself for appointment. It is decided to appoint M/s.Sanjay Vhanbatte & Company, Chartered Accountants, with approval of members in forthcoming Annual General Meeting of the Company.

COMPLIANCE CERTIFICATE

Since the paid up capital of the company exceeds the prescribed limits, the company is required to obtain the certificate from a secretary in whole time practice, pursuant to the provisions of section 383A of the companies Act, 1956 and the same forms part of this report.

INTERNAL AUDITORS

M/s. Anil Naik, Chartered Accountants, have beer appointed as Internal Auditors of the company.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors place on record their grateful appreciatior for the assistance and co-operation received frorr various Government Departments, Banks, Clients Employees and above all, you the Shareholders.



Place :- Kolhapur For & on behalf of the Board

Date : - 31.07.2010 For ATHARV ENTERPRISES LTD

Pooja Jaju Ritu Jaju

Wholetime Director Executive Director