Directors Report of Yantra Natural Resources Ltd.

Mar 31, 2015

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

(Rupees in Lacs)

Particulars 2014-2015 2013-2014

Sales 1733.63 3379.01

Other Income 7.57 37.05

Total Income 1741.20 3416.06

Total Expenses 1691.80 3386.47

Profit/(Loss)Before Tax 49.41 29.59

Tax - -

Current Tax 15.00 8.00

Deferred Tax - -

Net Profit After Tax 34.41 21.59

The year was extremely challenging for the Company. Although the volumes has decreased, but Company has been able to generate more profit i.e. of Rs. 34.41 lacs (previous years Rs. 21.59 lacs), due to cost control, better product mix & efficient management.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of shares & securities. The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review

SUBSIDIARY COMPANIES:

The Company does not have any subsidiaries, Joint Venture & Associates Company.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, during the year under review.

AUDITORS:

The Statutory Auditors, Mr. Chirag Mehta, Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re-appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, Mr. Chirag Mehta, Chartered Accountants, is eligible to hold the office for a period of Five years up to 2019. The members are therefore requested to appoint Mr. Chirag Mehta, Chartered Accountants as auditors for three years from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2015.

iii. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities. And

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

MANAGING DIRECTOR'S CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS:

During the year Mrs. Reshma Rajesh Malagavakar and Mr. Sunil Vishindas Nagpal was appointed as Director w.e.f. 01st October, 2014 and 31st July, 2014 respectively. Mr. Harishchandra Dhakatu Patade has resigned as Directors of the Company w.e.f. 31st July, 2014.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr. Harishchandra Dhakatu Patade during their tenure as Directors of the Company.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURT

During the year under review, except the penalty of Rs 15730/- paid to Bombay Stock Exchange towards late fee for delay in submission of Annual Report, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board

For Yantra Natural Resources Limited

Sd/- Sd/-

Dhiresh Munver Sunil Nagpal

Managing Director Director

DIN - 02782239 DIN - 06799707

Place: Hyderabad

Date: 31st August, 2015

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 3379.01 11986.11

Other Income 37.05 21.18

Total Income 3416.06 12007.29

Total Expenses 3386.47 12003.82

Profit/(Loss)Before Tax 29.59 3.47

Tax - -

Current Tax 8.00 1.65

Deferred Tax - (1.94)

Net Profit After Tax 21.59 3.76

The year was extremely challenging for the Company. Although the volumes has decreased, but Company has been able to generate more profit i.e. of Rs. 21.59 lacs (previous years Rs. 3.76 lacs), due to cost control, better product mix & efficient management.

FUTURE OUTLOOK:

You r Company is currently focusing its resources in the business segments of shares & securities. The Compa ny is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY:

During the year warrant holders have exercised their rights by subscribing to the balance amount & hence Company has converted 124,51,00,000 warrants into equity shares of Re. 1/ each at a premium of Rs. 2/- per share on 27th January, 2014.

The Company has also issued bonus shares to such warrant holders in the ratio of 5:2 per share held. The Company has allotted 311,27,50,000 equity shares on 27th January, 2014 as bonus shares. All the above mentioned shares were allotted to Non-Promoter category. The Paid-up capital of the Company is 6280489250 equity shares of Re. 1/- each, whereas last year it was 1922639250 equity shares of Re. 1/- each.

AUDITORS:

The Statutory Auditors, Mr. Chirag Mehta, Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, Mr. Chirag Mehta, Chartered Accountants, is eligible to hold the office for a period of Five years up to 2019.

The members are therefore requested to appoint Mr. Chirag Mehta, Chartered Accountants as auditors for three years from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2014.

iii That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities. And

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

MANAGING DIRECTOR''S CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS:

During the year Mr. Harishchandra Dhakatu Patade was appointed as Director w.e.f. 10th December, 2013 & he resigned on 31st July, 2014. Mr. Rajeev Kumar Satpal and Mr. Sita Ram Mangla have resigned as Directors of the Company i.e. 10th December, 2013. Mr. Sunil Vishindas Nagpal was appointed as Additional Director of the Company i.e. 31st July, 2014.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr. Rajeev Kumar Satpal, Mr. Sita Ram Mangla and Mr. Harishchandra Dhakatu Patade during their tenure as Directors of the Company.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Yantra Natural Resources Limited (Formerly known as Shri Ganesh Spinners Limited)

SD/- Place: Hyderabad. Dhiresh Munver Date: August 26, 2014 Managing Director DIN - 02782239

---

Mar 31, 2013

The Directors are pleased to present their Annual Report on tin- Business and operations of the Company together wiih the Audited Statement of Accounts for the year ended 3111 March. 2013.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2013 is summnriiscd below:

(Rupees in Lacs)

Particulars . 2012-2013 2011-2012

Sales 11986.11 9194.37

Oilier Income 21.18 55.56

Total Income 12007.29 9249.93

Total Expenses 12003.83 9247.91

Profit/(Loss)Bcfore Tax 3.46 2.02

Tax - -

Current Tax 1.65 6.08

Deferred Tax (1.94) (1.75)

Net Profit After Tax 3.75 (2.31)



The year was extremely challenging for the Company, Although the volumes has increased but high operational cost has adversely impacted the Company''s margins and the Company could achieve a profit of Rs. 3.46 lacs (previous years Rs. 2,02 lacs).

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of textiles and investments on account of negative political government policies which has vitiated the mining sector. The High Court & Government restrictions & lack of clear policies in mining sector. Company has stopped its mining activities till the business environment is favorable.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend. any Dividend for the year under review

SUBSIDIARY COMPANIES:

The Company docs not have any subsidiary Company within the meaning of 3Cclion4 of the Companies Act, 1956. Thus IheCompany is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTTS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act. 1956. during the year under review.

CHANGE fN THE CAPITAL STRUCTURE OF THE COMPANY:

There has been changes in the Capital Structure of the Company during the year under review The Authorized Share Capital has increased from Rs. 75,00.00,000/- divided into 75,00,00,000 equity shares of Re. I/- each to Rs. 650.00,00,000/- divided into 650,00,00,000 Equily Shares of Re. IA each. Further the Paid- Up Share Capital of the Company has increased from Rs. 54,93,25.500 divided into 54,93.25.500 equity shares of Rs. 1/- each to Rs 192,26.39,250/- divided into 192,26.39,250 Equity Shares of Re. I/- each. The Company has issued 137,33, 13,750 equily shares of Rs. V- each as bonus shares in the ratio of 5:2. The Company has also allotted 125. 00,00,000 convertible equity warrants of Rs. 3 /- each tp Non-Promoters on preferential basis and Re. 0.75 / - per warrants was received as allotment money amounting to Rs. 93,75,00.000/-.

OTHER CORPORATE INFORMATION:

The warrants holders of 1327500 have failed to exercise their right to convert warrants into equily by making the balance payment; hence the Company has forfeited these warrants and transferred the same to Capital Reserve. At [he end of [he year. Company has 125. 00, 00,000 warrants to be converted into equity sliares by tlw warrants holder by making the balance payment.

AUDITORS:

The Statutory Audilors. Chirag Mehta, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appoinlment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re-appointment within the meaning of Section 226.0 f I he Companies Aci, 1956 and his appointment, if made would be within the limits specified in Section 224(LB) of the said Act.

Ill us you arc requested to re- appoint him for the ensuring year (ill the conclusion of the next Annual General Meeting of the Company.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report road together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act. 1956. the Board of Directors of the Company confirms

i. In The preparation of The annual accounts for the financial year ended 31*1 March. 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the slate of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the yc:ir ended 31" March. 2013

iii. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities. And

iv, Thai the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

As per Clause 40 of the Listing Agreement with the Slock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report.

MAMNG1NG DIRECTOR''S CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Hxchanges in India, is presented in a separate section forming part of the Annual Report.

CONSKRVATfON OF ENERGY.TECHNOLOGY ABSORPTIONS AMD FPRlHiN KXCH AJS[QE EARNINGS AND OUTGO:

The information relating to llie conservation of energy, technology absorption foreign exchange earnings arid outgo under provisions of 217( I }(e) of the Companies Act, 1956 rs not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 2l7(2A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS

During the year Mr. Pawan Kumar and Mr. Suresh Bansal have resigned as Directors of the Company w,e,f. 1" September, 2011. Mr, Omprakash Chugh was appointed as Additional Director of the Company w.e.f. 15 February. 2013, however he tendered his resignation as Director of the Company w.e.f. I* June, 2013 and the Board has accepted his resignation.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr, Pawan Kumar, Mr. Suresh Bansal and Mr. Omprakash Chugh during their tenure as Directors of the Company.

ACKNOWLEDGEMENT:

Yours Directors lake this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities. Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.



By Order of the Board

For Yantra Natural Resources Limited

(Formerly known"as Shri Ganesh Spinners Limited)





Sd/-

Place: Hyderabad. Dhiresh Munver

Date: 28* August. 2013 Managing Director

---

Mar 31, 2012

The Directors present their Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE:

(Rupees in Lacs)

Particulars 2011-2012 2010-2011

Sales 9194.37 5348.74

Other Income 55.56 26.99

Total Income 9249.93 5375.73

Total Expenses 9247.91 5336.78

Profit Before Tax 2.02 38.96

Tax

Current tax 6.08 7.22

Deferred Tax (1.75) (1.42)

Net Profit After Tax (2.31) 33.16

The Industry is going through a challenging phase amidst global economic slowdown. The performance of the Indian Textile Industry has been under tremendous pressure over the last two years owing to intense competition, significant debt-funding capacity, Technology up- gradation and increasing costs. The credit profiles of Textile Companies have become increasingly stressed over the last one year, following significant contraction of demand for textile products in the key markets of the United States (US) and Europe thereby resulting in severe stress for the Companies operating in the segment to maintain its margins.

However we are pleased to inform you that even against this background, your Company was in a position to clock overall revenues to the tune of Rs. 9249.93 lacs as against 5375.73 in the preceeding financial year thereby registering a growth of about 71.89%. However, the high operational cost has adversely impacted the Company''s margins and thus the Company could yield an overall profit of mere Rs. 2.02 lacs.

Your directors are hopeful that with the revival of the industry and the overall economy, the Company would be in a position to generate higher returns for the shareholders and the stakeholders at large. You are requested to uphold your faith in the potential of the Company.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of textiles and investments on account of negative political government policies which has vitiated the mining sector and significant slowdown with order book drying up and nose diving margins facing the infrastructure segment.

However, there is a ray of hope that the situation shall improve in the future and thus the Company shall initiate operations in these segments in the years to come.

DIVIDEND:

Your Directors intend to build the reserves of the Company for future expansion activities and thus do not recommend Dividend for the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY

There has been no changes in the Capital Structure of the Company during the year under review and thus the Authorized Share Capital stands at Rs. 75,00,00,000/- divided into 75,00,00,000 Equity Shares of Re. 1/- each. Further the Paid- Up Share Capital of the Company stands at Rs. 54,93,25,500/- divided into 54,93,25,500 Equity Shares of Re. 1/- each.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company has been shifted from

House No. 8-3-678/66, First Floor, Pragati Nagar, Yousfguda, Hyderabad- 500 045, to House No. 1-2-29/45/A4, Nandamuri Nagar Lane, Nizampet Road, Hydernagar, Kukutpally Municipality, Hyderabad- 500 072 with effect from 14th May, 2012.

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS:

In accordance with the provisions of section 257 of the Companies Act, 1956, Mr. Rajeev Kumar, Mr. Girish Aggarwal Mr. Rajinder Singla, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company. The Proposals regarding the re- appointment of the aforesaid Directors are placed for your approval. Your Directors commends their appointment for their approval. None of the Directors, except Mr. Rajeev Kumar, Mr. Girish Aggarwal Mr. Rajinder Singla, are interested or concerned in the resolution.

Further, the term of office of Mr. Dhiresh Munver, the present Managing Director of the Company expires on 29th September, 2012. However he has played a pivotal role in steering the Company through multiple challenges, enabling it to sustain growth even in these turbulent market conditions. The proposal regarding his re- appointment has been placed for your approval. You are requested to re- appoint him for a further tenure of 3 years. None of the Directors, except Mr. Dhiresh Munver himself is interested or concerned in the resolution.

Also on 1st September, 2012, Mr. Suresh Bansal and Mr. Pawan Kumar have placed their resignations before the Board and the same has been duly taken on record by the Board. The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company and wishes them luck for all their future endevours.

OTHER CORPORATE INFORMATION

The Convertible Equity Warrants there were issued by the Company in terms of the provisions of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 to various allottees on preferential basis, are due to expire by 1st September, 2012. Since the Company has not received the pending amount for conversion of the Balance Warrants the Company is in the process of forfeiture of the upfront money received upon allotment of the Warrants to Warrantholders.

AUDITORS:

The Statutory Auditors, Chirag Mehta, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 226 of the Companies Act, 1956 and his appointment, if made would be within the limits specified in Section 224(1B) of the said Act.

Thus you are requested to re- appoint him for the ensuring year till the conclusion of the next Annual General Meeting of the Company.

AUDITORS'' REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRCTORS'' RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the Accounts for the financial year ended 31st March, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report.

MANAGING DIRECTOR''S CERTIFICATION:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board

For Yantra Natural Resources Limited

(Formerly known as Shri Ganesh Spinners Limited)

sd/-

Place : Hyderabad. Dhiresh Munver

Date : 1st September, 2012 Managing Director

---

Mar 31, 2011

To The Shareholders of Yantra Natural Resources Limited

(Formerly known as Shri Ganesh Spinners Limited)

Financial Results:

The financial performance of the Company, for the year ended March 31, 2011 is summarized below

Particulars 2010-2011 2009-2010 Rs. Rs.

Sales/Other Income 537,572,855.55 11,758,500.70

Total Expenditure 533,677,757 8,869,378

Profit before tax and appropriation 3,895,098.35 2,889,123.51

Depreciation 1112482 1244000

Profit after Tax 3315169.30 2442754

Results of Operations and Future Outlook:

Your Company has performed exceptionally well during the year under review. The overall income from operations recorded a whooping increase of Rs. 525,814,354.85 as compared to the preceding previous year. This was also accompanied by an increase in the Net Profit of the Company which recorded an increase of about 35% vis-a-vis the preceding previous year.

Further your Company is also exploring various options of diversifying its Business Operations and with this end in view it has also sought the approval of the Members to alter the object Clause of the Memorandum of Association to include therein the objects of investment, infrastructure and Mining and related activities.

Your Directors anticipate better prospects in the upcoming years and are of the opinion that this move of the Company would prove to be of a great boon to its operations which would also enable it to achieve higher echelons of success.

Dividend:

In order to strengthen the financial base of the Company your Directors are of the opinion that no dividend be declared for the year under review.

Audit Committee:

The Company has duly constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement.

Acceptance Of Fixed Deposits:

The Company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

Changes in the Composition of Board of Directors

There have been no changes in the composition of Directors of your Company during the year under review. However in accordance with the provisions of section 257 the Companies Act, 1956, Mr. Girish Kumar Aggarwal and Mr. Pawan Kumar, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

The Proposals regarding the re- appointment of the aforesaid Directors are placed for your approval. Your Directors commends their appointment for their approval.

None of the Directors, except Mr. Girish Kumar Aggarwal and Mr. Pawan Kumar are interested or concerned in the resolution.

Change of Name

During the year under review, the members, in the Extra Ordinary General Meeting held on 15th February, 2011, approved & passed the special resolution for change of name from

"SHRI GANESH SPINNERS LIMITED"

To

"YANTRA NATURAL RESOURCES LIMITED"

Further an approval to the aforesaid change of name was received from the Registrar of Companies on 23rd March, 2011.

Addition of new Object

Your Company was operating in the business of Textiles and Textiles related activities. However, pursuant to the resolution passed by the Members by way of Postal Ballot, (the results of which were declared by the Chairman in the Board Meeting of the Company held) on 6th October, 2010, your Company decided to venture in the new stream of Business of constructing, reconstructing, altering, improving, decorating, furnishing and various other activities related to construction work.

Thus, the Objects Clause of the Memorandum of Association of the Company was accordingly amended to include therein the aforesaid addition of object.

In addition to this, the Members in their Extra- Ordinary General Meeting held on 15th February, 2011 have accorded their approval to modify the object clause of the Company to include there in the object of mining, processing and dealing in all major and minor minerals, precious, semiprecious and valuable stones; to carry on the business of generation and production of electric power for generation of electricity through Hydroelectric energy, Geothermal energy, etc; to carry on the business as finance Company and to carry on the business of an investment company, etc

Details of Change in the Registered Office

- Change from the State of Haryana to Hyderabad

During the year under review, the members approved & passed the special resolution by way of Postal Ballot for the shift in Registered Office of the Company from

G.T. Road, Karnal Store Village, Simla, Molana Road, Panipat, Haryana- 132 103

To

- 584/ 5/ B, Plot No. 51, Road no. 9, Banjara Hills, Hyderabad- 500 034

And the results of the aforesaid Postal Ballot were declared by the Chairman in their meeting held on 7th October, 2010.

Further, an order for approval of the said change of Registered Office was received from the Company Law Board on 25th March, 2011.

_ Change within the State of Hyderabad:

Further on 1st September, 2011, the Board of Directors of your Company decided to shift the Registered Office from

"2- 584/ 5/ B, Plot No. 51, Road no. 9, Banjara Hills, Hyderabad- 500 034."

To

"House No. 8- 3- 678/66, 1st Flr., Pragati Nagar, Yousfguda, Hyderabad- 500 045."

Disclosure of Changes in the Capital Structure

The Authorized Share Capital of your Company has increased from 50,00,00,000 (Rupees Fifty Crores) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Re. 1/- (Rupee One only) to Rs. 75,00,00,000 (Rupees Seventy Five Crores only) divided into 75,00,00,000 (Seventy Five Crores) Equity Shares of Re. 1/- (Rupee One only) pursuant to the Special Resolution passed by the Members on 15th February, 2011.

Further the paid- up Capital of your Company stands at 54,93,25,500 (Rupees Fifty Four Crores Ninety Three Lacs Twenty Five Thousand and Five Hundred only ) divided into 54,93,25,500 (Fifty Four Crores Ninety Three Lacs Twenty Five Thousand and Five Hundred only) Equity Shares of Rs. 1/- each pursuant to the Conversion of 9,86,72,500 Warrants into Equity Shares on 31st March, 2011.

Proceeds of Preferential Allotment:

During the year, your Company allotted 9,86,72,500 Equity Shares in lieu of Convertible Warrants to entities forming part of Non- Promoter Group, on a Preferential Basis.

The proceeds received from the aforesaid issue shall be utilized in chalking out various growth opportunities in the different segments, working capital requirements and for other general corporate purposes.

As the said amount would be used for the stated purposes over a period of time. The Company, in line with its business policy, has utilized the unused part of the issued amount towards strategic investments and treasury operations.

Auditors

Mr. Chirag Mehta, Auditor of your Company retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As required under the provisions of section 224(1B)of the Companies Act, 1956, your Company has obtained a written certificate from the Auditors to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

You are requested to re- appoint them for the ensuing financial year.

Auditors'' Report

The Auditors'' Report to the shareholders on the Accounts of the Company for the financial year ended March 31, 2011 does not contain any qualification.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditors confirming compliance forms a part of this Report.

Managing Director''s Certification

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Disclosure Of Material Changes Since The End Of The Financial Year Ended 31st March, 2011

There has not been any material change in the nature of business or operations of the Company since the end of the financial year ended 31st March, 2011 till the date of this Annual Report.

Directors'' Responsibility Statement

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

_ In the preparation of the accounts for the Financial Year ended 31st March, 2011; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

_ The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were 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 the profit of the Company for the year under review;

_ The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

_ The Directors have prepared the Accounts for the Financial Year ended 31st March, 2011 on a going concern basis.

Particulars of Employee

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure forming part of this Report.

Environment and Safety

Saving valuable resources is good for all of us, but it''s even more appealing when you realize that it''s good for your own pocketbook too.

Your Company is conscious of the importance of environmentally clean and safe operations. The Company''s requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

Industrial Relations

The industrial relations continued to be generally peaceful and cordial.

Appreciation and Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders- Clients, Financial Institutions, Banks, Central and State Government for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By order of the Board of Directors

For Yantra Natural Resources Limited

(Formerly known as Shri Ganesh Spinners Limited)

sd/-

Dhiresh Munver

Place : Hyderabad Managing Director

Date : September 1, 2011.

---

Mar 31, 2009

The Directors have pleasure in presenting the XMth Annual Report together with audited account for the year ended on 31 st march 2009.

FINANCIAL RESULTS The financial results for the year ended on March 31,20C9 are as under :-

Particulars Year Ended Year Ended 31.03.2009 31.03.2008

1 Net Sales 527.15 808.45

2 Other Income 1.44 1.71

3 Total Expenses

(a) Increase/decrease in stock in trade 5.11 1.58

(b) Material Consumed 389.23 641.97

(c) Staff Cost 5.45 6.86

(d) Other Expenses 88.09 102.39

4 Interest & Financial Charges 13.18 17.22

5 Deprecation & Misc. Exp. Written oft 26.51 39.52

6 Profit before Tax 1.02 0.63

7 Provision for taxation (including F.D.T.) 0.14 0.12

8 Net Profit after tax 0.88 0.52

9 Paid up Equity ShafeCapital 506.53 506.53

10 Revetiue Reserve. (43.01) (43.83)

11 E.P.S. 0.02 0.01

12 CashE.PS. 0.54 0.79

13 Book Value per Share 9.15 9.13



COMPANY PERFORMANCE

During the year ended on March 31st, 2009, the company ha&achieved turnover or Rs.527.15 Lacs as compared to previous year of Rs. 808.45 lacs. The company has earned profit before tax of Rs 1.02 Lacs in comparison to profit of Rs 0.63 Lads in the ytar 2007-08.

DIRECTORS

Sh.GIRISH KUMAR and Sh. PAWAN KUMAR, directors, who retire by rotation at the ensuing Annual General Meeting and being eligible offer merhself fore-appointment,

DIRECTORS RESPONSIBILITY STATE MENT

Persuantto the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Staterr,ent, it is hereby confirmed :

(i) That in the preparation of the annual accounts-fortbeJinaueiaLyearended on 31st March, 2009 the applicable accounting standards had been followed alongwith proper explanation relating to material departure, if any.

(II) That iho dlrecloro had selected such accounting policies and applied them consistently and niadajudfcjainonls and estimates that wero reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or josa of the company for the year under review.


fw) That the directors had prepared the accounts for the financial year ended, on 31st March 2009 on a* going concern* basis.

AUDITORS

Manlsfi Jain & Associates,Chartered Accountants, auditors of the company hold office till the conclusion of ensuring Annual General Meeting and are eligible for reappointment. The company has received a letter from Maritsh Jain & Associates to the effect that their appointment as Auditors, if made, would be with in limits under section 224(I-B) of the Companies Act, 1956.

COST AUDITORS

Persuant to the order of the Ministry of Law. Justice & Company Affairs, Govt of Jndfaforthe appointment of Cost Auditors, Sanjay Gupta & Co., Cost Accountants were, appointed as Cost Auditors for the Financial Year 2008-09.

CORPORATE GOVERNANCE

The Corporate Governance Report as prescribed under the amended provisions of the Listing Agreement, form part of this Annual Report

PUBLIC DEPOSITS

The company has not invited for accepted any deposit during the year with in the meaning of section 58>A ofthe Companies Act, 1956.

PARTICULARS OF EMPLOYEES .

No employee is covered under section 217(ZA) of the Companies Act, 1956 read with. Companies (Particulars of employees) Rules, 1975.

OTHER PARTICULARS

The provisions relating to the conservation of energy and technology absorption as required to be disclosed by section 217(l)(e) ofthe Companies Act, 1956 are given in the Annexure-I attached herewith. During theyear, there is no inflow or outflow of foreign exchange.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the co-operation and support extended by the government authorities, banker, share holders & members & staff all the levels.

By the order of the Board

FOR SHRIGANESHSPINNERS LIMITED

MAHESH KR. JAIN CHAIRMAN, CUM MANAGING DIRECTOR PANIPAT: MAY 26,2009