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Directors Report of Nutricircle Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 22nd Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under:

(Rs.in Lakhs)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Sales - 5231

Other Income - -

PBDI&T( )/LBDT(-) (27.02) (10.60)

Interest & Finance charges - -

Depreciation 0.08 0.09

Net Profit/(Loss) before Tax (27.10) (10.69)

Provision for Tax - -

Net Profit/ (Loss) carried to B/S (27.10) (10.69)

2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK

During the period under review, the turnover of the Company was Nil. The financials depict loss for the company. Nutricircle Limited (Formerly Shreeyash Industries Limited) has been operating in very difficult markets where every retail brand has suffered hugely due to rising inflation and perched purchasing power in the hands of buyers.

For the future growth of the company, the company is looking at restructuring the business and enter into diversified business activities through mergers and acquisition of business entities which are already existing with a business profile that can catapult the Company to be a diversified conglomerate. Towards this the company has already scouted for alliance with various companies and could successfully get into understanding with some companies which are into Health care, Cosmetics, Agriculture.

3. CHANGE IN NATURE OF BUSINESS:

During the period under review, there has been change in the nature of the business with the addition in the Main Objects Clause ofthe Memorandum of Association ofthe Company from Textiles to Natural and Herbal Supplement related business particularly in the field ofneutraceuticals.

4. DIVIDEND

In view of the losses suffered during the year under review, your Directors do not recommend any Dividend for the year ended 31.03.2015.

5. AMOUNTS TRANSFERRED TO RESERVES:

The amount carried to Reserves during the period under review-Nil

6. SHARE CAPITAL:

The paid up share capital of your Company is Rs. 5,43,56,000/- divided into 54,35,600 equity shares of Rs. 10/- each. During the year under review, the Company has not issued and allotted any equity shares out of the unissued share capital.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.C.S Jadhav & Gaurav P. Shah, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

During the year Mrs. Bhanu Kumari Maganti was appointed as an Additional Director and Woman Director on the Board of Directors of the Company w.e.f 31st March, 2015. The Board recommends her appointment as a regular director.

8. NUMBER OF MEETINGS OF THE BOARD

There were SEVEN meetings of the board held during the year. For details ofthe meetings of the board, please refer to the corporate governance report, which forms part of this report.

9. BOARD EVALUATION

Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors.The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and its functioning.

In a separate meeting ofindependent Directors, performance of non-independent directors, performance ofthe board as a whole and performance ofthe Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

10. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declarations by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been obtained.

11. MANAGERIAL REMUNERATION

No remuneration was paid to the Managing Director or the Whole-time Directors of the Company. They are only eleigible to be paid sitting fee for attending the meetings ofthe Board of Directors held during the year is enclosed as Annexure I to this report.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company had acquired a Subsidiary named Inner Being Wellness (Pvt.) Ltd holding 51% of the shares in the subsidiary. HoweverThe Company has divested the same 30.03.2015 and sold the same for valauble consideration.

13. STATUTORY AUDITORS

The Auditors, M/s. S.K. BANG & CO, were appointed as Auditors in Annual General Meeting held on 9th July, 2014 as Statutory Auditors ofthe Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 subject to ratification at every Annual general Meeting. The Board recommends the ratification of appointment of the Auditors at a remuneration as may be decided by the Board.

14. AUDITORS' REPORT

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors report are self-explanatory and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 ofthe Companies Act, 2013 and Rules made there under, Mr. Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad has been appointed Secretarial Auditors ofthe Company. The

report of the Secretarial Auditors is enclosed as Annexure II to this report. The report has drawn attention that the Key Managerial Personnel ie Company Secretary and Chief Financial Officer have not been appointed during the year under review.

The Board clarifies that since there was no business activity and no revenues, the appointment of KMP as per Section 203 was kept in abeyance and shall be done when the business activity takes off.

16. INTERNAL AUDIT & CONTROLS

The Company has appointed Internal Auditors for the Company. 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.

17. RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purpose of risk management The Policy thereto is available on the website of the Company.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies ( Management and Administration) Rules, 2014 an extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure III.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

21. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public as covered under Section 73 to 76 of the Act and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 ofthe Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under Section 2(76) ofthe Companies Act, 2013 and Clause 49(VII) ofthe Listing Agreement during the financial year were in the ordinary course of business and do not attract the provisions of Section 188 ofthe Companies Act, 2013. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest ofthe Company and requiring compliance ofthe provisions of revised Clause 49 ofthe Listing Agreement. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes forming part of the Financial Statements. The Policy relating to the said transactions can be seen on the website of the Company is enclosed as Annexure IV.

24. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report is as enclosed as Annexure V.

25. MANAGEMNT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year ended 3181 March 2015 are attached, which form part of this report is as enclosed as Annexure VI.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs.1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions ofsection 135 ofthe Companies Act, 2013 are not applicable.

27. PARTICULARS OL EMPLOYEES:

There are no employees drawing remuneration as prescribed under Section 197 ofthe Companies Act, 2013. Hence the details are NIL

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions ofSection 134(5) ofthe Companies Act 2013, your directors confirm that:

a) In the preparation of the 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 as at 31st March, 2015 and of the profit /loss 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 ofthe Companies Act 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

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

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.

f) The directors in case of listed company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

29. LISTING

The shares of your company are listed at BSE Ltd, Calcutta Stock Exchange Limited, Hyderabad Stock Exchange ( Derecognized). The Company has duly complied with all the applicable provisions of the Listing Agreement.

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

The particulars as prescribed under Section 134(3) (m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014 are provided as under.

CONSERVATION OF ENERGY:

1 the steps taken or impact on conservation of energy

2 the steps taken by the company for utilizing alternate sources of energy Nil

3 the capital investment on energy conservation equipment's

TECHNOLOGY ABSORBTION:

1 The efforts made towards technology absorption

2 The benefits derived like product improvement, cost reduction, product development or import substitution

3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Nil the details of technology imported the year of import; whether the technology been fully absorbed if not fully absorbed, areas where absorption has not taken place, and the reason thereof

4 The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the year are NIL

31. REDUCTION OF CAPITAL

As on 31st March 2015 the accumulated losses of the company was ofRs. 51,718,238/- (Rupees Five Crore Seventeen Lacs Eighteen Thousand two hundred & Thirty eight Only). The Board at their meeting and as per the applicable provisions of the Companies Act, 2013 read with necessary SEBI Circulars propsed a scheme of reduction of capital to set off the accumulated losses of Rs. 51,638,200/- (Rupees Five Crore Sixteen Lacs Thirty eight Thousand Two Hundred only) against the paid up capital of the Company of Rs. 54,356,000/- (Rupees five Crore forty three lacs fufty six Thousand Only). On appointed date i.e. 1st April, 2015, the Subscribed and Fully Paid-up Share Capital of the Company shall stand reduced from Rs. 54,356,000/- (Rupees five Crore forty three lacs fifty six Thousand Only)divided into 5,435,600 (Fifty four Lacs thirty-five Thousand six hundred) fully paid up Equity Shares of Rs. 10/ - (Rupees Ten Only), to Rs. 2,718,000 (Twenty seven Lacs Eighteen Thousand only) divided into 271,800 (Two Lacs Seventy one Thousand Eight Hundred) Equity Shares of Rs. 10/- (Ten only) each.

Pursuant to cl. 24(f) of the Listing Agreement, the Company filed necessary application with the BSE Ltd. and waiting for necessary approvals.

32. TAKEOVER OF BUSINESS OF M/S. INNER BEING NUTRI CARE PRIVATE LIMITED

The Board for better business syenery decided to buy 100% stake in M/s. Inner Being Nutri Care Private Limited. The Director and shareholders of M/s. Inner Being Nutri Care Private Limited are also Director and Shareholder of the company. It is a related party transaction. The Board took utmost care and diligence to comply all applicable provisions and prudential business norms.

33. ACKNOWLEDGEMENT:

The directors thank the Company's employees, customers, vendors and investors for their continuous support. The Directors also wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 31.08.2015 For and on behalf of Board of Directors

Place: Hyderabad

Sd/- Sd/-

(Hitesh M Patel) (Mudigonda Phaneesh) Managing Director Director DIN: 02080625 DIN: 00012114






Mar 31, 2014

To, The Members

The Directors have pleasure to present the TWENTY FIRST Annual Report of the Company together with the Audited Financial Statements of your Company for the year ended 31st March 2014.

FINANCIAL RESULTS:

The Performance during the year has been as under :

(Rs. in Lakhs)

Sl.No. Particulars 2013-14 2012-13

1 Sales 52.31 272.62

2 Other Income - -

3 PBDI&T( )/LBDT(-) [10.60) (23.76)

4 Interest & finance charges - 0.11

5 Depreciation 0.09 -

6 Net Profit/(Loss) before Tax (10.69) (23.87)

7 Provision for Tax - -

8 Net Profit/(Loss) carried to B/S (10.69) (23.87)

PERFORMANCE AND REVIEW OF OPERATIONS :

Shreeyash Industries Ltd has been operating in very difficult markets where every retail brand has suffered hugely due to rising inflation and perched purchasing power in the hands of buyers. During the year, the Company as a part of gaining footprint in the textiles market has commenced trading activities of textiles. Though the margins are thin, the business is more secured and steady than the present retail markets. However the operating results in current year has ended in Loss.

Shreeyash has carved a niche for itself. Blessed with the critical mass of expertise and experience, we are focused on achieving milestones powered by momentum. Moreover, our business roadmap is growing greener and prosperous day by day.

The assurances given to the members and with the back drop of the tremendous response, the company got from member shareholders, we are proud to announce that your company has acquired controlling share in a emerging Neutraceutical and healthcare company viz., Manidhari Health Mantra Private Limited which is a Hyderabad based company.

With the acquisition of Neutraceutical business your company changed its future outlook focusing mainly on the products such as health care, wellbeing and cosmetic products. In furtherance of these objects your company has already made substantial progress in registering several brands and trademarks protecting its intellectual property.

The domain of Neutraceutical enjoys the rare distinction of being aimed at human welfare as concern of the current day and it is felt by the society as an increasing necessity.

As such, we have incorporated R&D into our way of work and consistently aimed at achieving pinnacles of innovation. We have developed and documented standardized, location-specific Package of Practices that can be used both as a yardstick and a road map for high yield, commercial cultivation of Neutraceutical products and innovative crops like Quinoa. A process driven adherence to this Package of Practices ensures plantations to provide exceptional yields.

Generating employment for rural populaces making lands productive and establishing a dedicated supply of required raw material to the company, increasing the size and scope of our cultivation over the years is the objective with which we have been continuing our journey.

As a part of our marketing strategy we involve various innovative partnership models and follow a planned roadmap of achieving and leveraging sustainability.

Shreeyash is keen to take its business plan to the next level. The Company is planning to build the "Innovation Centre" in lease hold land to consolidate Neutraceutical activities at one place. The Innovation Centre will have all the operations at one place to showcase the proof of concept of the Business model.

Innovation Centre will consolidate the Neutraceutical operations by establishing the Agri R&D, Neutraceutical R& D along with Bio Technology Laboratories, Processing units for the Standardized Herbal Extract, formulation and capsulation with increased capacities to meet domestic & international demand.

Our subsidiary Manidhari is making measurable progress in the field of Nutraceuticals. Thanks to its rich R&D expertise and market led strategies. The key products are Restor Men and Restor Women, Reliva for Heart Care. Market leads are developed through Private Labeling Chanel partners are being appointed.

Our R&D activities have also developed the following technologies:

* Technology for qualitative feed stock development

* PoPs for more than 10 Standardized Herbal Extracts

* Standardization of the processing protocols.

* Technologies for developing 6 Formulations

* Technologies for developing beverages in various combinations

During the year our subsidiary has received regulatory approval for its products in India.

Directors of the company with Sri Sri Ravi Shankar Guruji

Your company through its subsidiary has identified a protein rich highly export oriented cereal ''Quinoa''. Quinoa is an Andean plant which originated in the area surrounding Lake Titicaca in Peru and Bolivia. Quinoa was cultivated and used by pre-Columbian civilizations and was replaced by cereals on the arrival of the Spanish, despite being a local staple food at the time. Like whole grains, quinoa is packed with nutrients and offers many benefits for the body. The seeds are quite versatile and can be enjoyed alone seasoned with a little olive oil and fresh herbs.

We will be establishing an R & D facility for crop based research like Germ Plasms Accession, Cultivation Technology, Increasing Potential Yield, Integrated Crop Management, Integrated Nutrient Management, Integrated Pest Management, Conducting Multi Location Trials and Accommodating Agronomic Practices. We will also establish a Nursery Production Center for the propagation of quality planting material & assured uninterrupted material supply.

To ensure steady supply of feedstock the company has adopted a model called Educate, Cultivate & Elevate. We will also implement various farming models like Contract Farming, P4 Model, P3 Model, NGO Model, Estate Farming Model, Self Help Group Model etc.

During the year under review your company has taken up a pilot cultivation of 5 acres in a lease hold land near Hyderabad and we have got very good results. For venturing into the said product and scale up cultivation and trading activity of Quinoa during the current financial year, the company has started its spade work towards this end meeting regulatory bodies, consultants, traders etc..

During the current financial year the company has its plans to expand its activity to other neighboring countries and have the scope of growth opened up to the world market. Towards this end your company is planning to open up subsidiaries in Dubai and Malaysia. At Shreeyash, we believe that business can be a force for the good health of the Greater Community.

FUTURE:

For the future growth of the company, the company is looking at restructuring the business and enter into diversified business activities through mergers and acquisition of business entities which are already existing with a business profile that can catapult the Company to be a diversified conglomerate. Towards this the company has already scouted for alliance with various companies and could successfully get into understanding with some companies which are into Health care, Cosmetics, Agriculture.

SUBSIDIARY COMPANIES:

During the period under review the company has acquired majority stake in Manidhari Health Mantra Private Limited on 11.04.2014 which gives the company a foothold into Health Care product business.

DIVIDENDS

There were no dividends paid, declared or proposed by the Company during the financial period due to paucity of profits.

RESERVES AND PROVISIONS

The loss has been transferred to free reserves.

DIRECTORS:

During the year under review, Mr. Sandiip G Modi and Mr. Yezdi Batliwala were appointed as Additional Directors by the Board u/s 260 of the Companies Act, 1956 and their term of office expires at ensuing Annual General Meeting. Your Board recommends their appointment as Directors. The Directors liable to retire by rotation. Mr.Mudigonda Phaneesh and Mr. C.S. Jadhav who retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

AUDITORS:

Auditors of the company M/s Chakradhar & Nandan Chartered Accountants, Hyderabad, who are appointed as Auditors of the Company retire at the conclusion of this Annual General Meeting. They have conveyed their inability to continue as Auditors. We thank M/s Chakradhar & Nandan Chartered Accountants, for their services rendered.

The Board has proposed appointment of M/s. S.K Bang & Co, Chartered Accountants, Hyderabad as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, the Board recommends their appointment.

FIXED DEPOSITS:

The company has not accepted deposits during the year, other than unsecured loans raised from Directors

DIRECTOR''S RESPONSD3ILTIY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i. That in preparation of the annual accounts for the year ended 31 * March 2014, the applicable accounting standards had been followed and that no material departures have been made from the same

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 31" March 2014 and of the loss for that period.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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 31" March 2014, on going concern basis.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, the Directors are to report that there are NIL employee who was in receipt of emoluments as provided in the said rules.

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

The particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section-217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Board of Directors) Rules, 1988, is as under:

a. Conservation of energy : NIL

b. Technology absorption,

c. Adoption and Innovation : NIL

c. Foreign Exchange Earnings and Outgo : NIL

LISTING:

The shares of the company are listed on Bombay Stock Exchange under active trading and Calcutta Stock Exchange.

CODE OF CONDUCT:

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

BUSINESS RELATIONS:

Overall Business Relations continued to be cordial. The Directors place on record their appreciation for the contributed support and co-operation of all the stakeholders of the Company.

CORPORATE GOVERNANCE CODE:

The Report on Compliance of Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is given as Annexure to this report.

Management Discussion and Analysis Report is attached elsewhere in the report.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to express their appreciation for the continuous support and assistance received from Government Authorities, Bankers, Shareholders, Employees and other business associates.



For and on behalf of the Board of Directors

of SHREEYASH INDUSTRffiS LTD



Place: Hyderabad Sd/- Sd/-

Date : 24.05.2014 (Hitesh M.Patel) (Mudigonda Phaneesh)

Managing Director Director


Mar 31, 2012

To, The Members

The Director''s are pleased to submit their .Nineteenth Annual Report of the Company together with the Audited Balance Sheet and Profit & Loss Account for the Year ended 31st March, 2012.

PRINCIPAL ACTIVITY

The company is principally engaged in the business of manufacturing , trading and exports of textiles, garments and made ups.

FINANCIAL RESULTS:

The performance during the year has been as under:



S. No. Particulars 2011-12 2010-11

1 Sales Turnover 13,71,19,284 63,89,811

2. Other Income . 5,70,000

2 PBD I & T( )/ LBDT (-) 22,084 5,24,104

3. Depreciation 14,101 .

4. Interest . .

5 P B T ( )/ L B T 7,983 5,24,104

6. Tax for the Year . .

7. Deferred Tax for the year 1,633 .

8 Def. Rev. Exp. W/Off . .

9. Net Profit( )/ Loss (-) for the Year 9,616 5,24,104

10. Transfer to General Reserve 4,49,24,968 4,49,34,584



PERFORMANCE AND REVIEW OF OPERATIONS:

Shreeyash Industries Ltd has been operating in very difficult markets. During the year, the Company as a part of gaining footprint in the textiles market has commenced trading activities of textiles. Though the margins are thin, the business is more secured and steady than the present retail markets.

However the downtrend in retail trade has made the Company to look at other pastures i.e. Africa, which has a tremendous demand for made ups. The Company is looking at entering that market in the immediate future. The retail trade in India has not seen growth. In fact most of the top brands are reeling under this recession. Therefore the company is having a cautious outlook for the future. However the exports market in Africa looks lucrative and the Company would like to seize this opportunity and focus on exports besides looking up at domestic markets as it believes the economy will start picking up.

The impact of these factors is far from negligible and the company has reported a modest profit FINANCE:

For future growth of the business, the company proposes to raise bank funding to meet its working capital requirements besides increasing the footprint in the retail markets

DEPOSITS:

The company has not accepted deposits during the year, other than unsecured loans raised from Directors /Promoters.

DIVIDENDS

There were no dividends paid, declared or proposed by the Company during the financial period.

RESERVES AND PROVISIONS

The profit has been transferred to free reserves

DIRECTORS:

During the year under review, Mr. M. Phaneesh and Mr. Suresh Nakula were appointed as Additional Directors by the Board u/s 260 of the Companies Act, 1956 and their term of office expires at ensuing Annual General Meeting. Company has received notices for their appointment as Directors liable to retire by rotation. Your Board recommends their appointment.

Mr. Arun Bansal and Mr. Badiullah Baid retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

AUDITORS:

Auditors of the Company M/s Chakradhar & Nandan Chartered Accountants, Hyderabad, who are appointed as Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible for re appointment as Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, the Board recommends their appointment

PERSONNEL:

Your Company enjoys a harmonious and healthy relationship with personnel at all levels. During the year under review there is no employee who is drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act 1956.

DISCLOSURES

Particulars laid down in Section 217(1) (e) of the Company''s Act, 1956 pertaining to conservation of energy, technology as described hereunder.

TECHNOLOGY ABSORPTION & ENERGY CONSERVATION:

Technology Absorption - Nil. There is no Imported Technologies.

The company is not energy intensive, however efforts for conservation of energy are an on going process and every effort is made so that optimum conservation of energy in all the areas of operations is ensured.

FOREIGN EXCHANGE INFLOW & OUTGO:

NIL

INDUSTRIAL RELATIONS:

Your company continues to enjoy cordial relations with the employees at all levels.

DIRECTORS'' RESPONSIBILITY STATEMENT: Your Directors Confirm:

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

b) That 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 affairs of the company at the end of the financial year ended on 31st March, 2012 and of the loss of the company for that year.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2012 in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

d) That the Directors had prepared the annual accounts on an ongoing basis.

ACKNOWLEDGEMENTS:

Yours directors are thankful for the significant contribution made by the employees. Your directors also express their gratitude to the bankers and government agencies for their support and cooperation extended by them during the period under review and also looks forward to have the same support in future.



For and on Behalf of the Board



(Manoj Kumar) (Badiullah Baig) Managing Director Director

Date: 05.12.2012 Place: Hyderabad


Mar 31, 2010

The Directors present the Seventeenth Annual Report of the Company together with the Audited Balance Sheet and Profit & Loss Account tor the year ended 31st March, 2010.

Financial Results

Particulars 31.03.2010 31.03.2009

Sales 4,287,375 --

Profit / (Loss) before depreciation

Interest and Income Tax (PBDIT) -- --

Interest & Finance Charges -- --

Depreciation

Net Profit / (Loss) before tax (39,730,067) (357,819)

Provision for tax

Net Profit / (Loss) carried to Balance Sheet (45,458,688) (5728621)

BUSINESS OPERATIONS:

The period under review has continued to be extremely difficult as the operations of the company relating to manufacture/production continued to be closed. The company has been seeking financial assistance from various sources but has not been successful, as there was no production activity undertaken by the company during the period, all the workforce /staff has left for alternative livelihood.

However the Company has commenced trading in garments and therefore income from operations/ sales has been 42,87,375, but due to accumulated previous losses aroused by way of writing off preliminary expenses and other statutory expenses resulted in Net loss of Rs. 3,97,30,067/- for the current year.

FUTURE OUTLOOK:

With the outlook showing reverse trends globally, the company has been making efforts for securing both Long Term and Working capital finance to restart the manufacturing operations I ut to no avail. No Financial Institution /Bank have extended any support. However the Company is making its best efforts to revive its business and is planning to foray in big time retail segment in the immediate future.

DIVIDEND:

In view of the losses suffered during the year under review, your Directors do not recommend ny Dividend for the year ended 31.03.2010.

DIRECTORS:

In terms with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.Bijal Patel retires by rotation, at the conclusion of the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommend for his re- appointment at the ensuing Annual General Meeting

AUDITORS:

M/s. Chakradhar & Nandan., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received Certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Board recommends for their rc-appointment and requests members to authorize the Board to fix their remuneration.

FIXED DEPOSITS:

Your company has not accepted any Fixed Deposits covered section 58A and 58AA of the companies Act, 1956 from the public or its shareholders during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements as at 31" March, 2010, your Directors state:

(i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgement 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 & loss of the Company for that period.

(iii) That your 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 your Company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the Annual Accounts for the Financial Year ended on 31st March, 2010. on a going concern concept.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no.employees drawing salaries more or equal to the limits laid under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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

a. Conservation of Energy: Since there were no operations during the year, there was no usage of energy. Therefore, there are NIL measures for conservation of energy.

b. Technology absorption: There were no operations during the year. Hence the measures for Technology absorption are NIL.

c. Foreign Exchange Earnings & outgo: (Value in Rs. lakhs) Value of Imports (CIF basis) NIL Expenditure in Foreign currency: NIL Earnings in Foreign Exchange: NIL

LISTING:

The shares of your company are listed on Bombay Stock Exchange and Calcutta Stock Exchange but are suspended from trading at the exchanges.

CODE OF CONDUCT:

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

SUBSIDIARY COMPANIES:

There are no subsidiaries to the Company as on date of the report.

BUSINESS RELATIONS:

Overall Business Relations continued to be cordial. The Directors place on record their appreciation for the contributed support and co-operation of all the people, which are connected to the business.

AUDITORS REPORT:

The observations made in the Auditors Report are self explanatory and therefore, do not call for any further comments under section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is given as Annexure to this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Government Authorities, Bankers and other business associates as well as shareholders and employees.

On behalf of the Board of Directors of SHREEYASH INDUSTRIES LTD.

(Manoj Kumar) (Sumedha Sarogt)

Place: Hyderabad Managing Director Executive Director

Date: 03.09.2010

 
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