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