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Directors Report of Yarn Syndicate Ltd.

Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in submitting their 68th Annual Report of the Company together with the Audited Accounts for the Year ended on 31st March, 2014.

FINANCIAL RESULTS : 2013-2014 2012-2013 Rs. in Thousand Rs. in Thousand

Export Sales 10947 16716 Domestic Sales 20380 - 31327 16716 Profit/(Loss) before Interest & Depreciation (9476) (8468) Less: Interest 898 1716 Depreciation 3179 4077 4172 5888 (13553) (14356) Add: Exceptional item-profit on sale of one Of the office premises of the company 16889 — Profit/(Loss) before Tax 3336 (14356) Less: Deferred Tax Charge/(Credit) (275) ( 5) Profit/(Loss) after Tax 3611 (14351) Add: Balance brought from last year (50692) (36342) Balance carried forward to next year (47080) (50692)

DIVIDEND :

Your Directors do not recommend dividend on Equity Shares for the Financial Year ended 31st March, 2014.

PERFORMANCE REVIEW :

During the financial year under review, the Company''s export performance has suffered mainly due to the extremely competitive market conditions in the export market and rigid price of cotton yarn in India. The company is also marketing other products like bags used in Hotel industry. We are also exploring the market for designer jewellery.

The company has continued to explore newer markets for yarn and other products and at the same time maintaining its excellent business relations with its existing customers in order to remain competitive in the export business. The export sales have decreased to Rs. 109.47 lakhs during the year 2013-14 as compared to Rs. 167.16 lakhs during the previous year. The company also had domestic sales of Rs. 203.80 lakhs for the year 2013-14. The company hopes that the overall market conditions will be favorable this year.

PARTICULARS OF EMPLOYEES :

Your company did not employ any person whose particulars are required to be attached to this Report under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014.

DIRECTORS :

Shri Devendra Kumar Jhunjhunwala, Director of the Company retires by rotation and is eligible for re-appointment. During the year, Shri Sita Ram Saraf resigned as a Director and Committees Member of the company. The company thanks him and appreciates the long and useful service rendered by him during his long tenure as an independent director and Chairman-member of three committees.

DIRECTORS RESPONSIBILITY STATEMENT :

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

(i) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed;

(ii) 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 state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 & Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE :

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 issued under Section 217(1 )(e) of the Companies Act, 1956, your Directors have to state that the particulars in respect of Energy Conservation and Technology Absorption are not applicable to your Company. As regards the Foreign Exchange earning and outgo, your Directors have to state that the relevant figures are given in Note 31 annexed to the Audited Accounts.

The Company''s activity of export is in the line of cotton yarn, other types of yarn and textiles. Your Directors plan to continue their initiatives in order to further increase the export turnover and are exploring possibilities for the export of other types of products as well.

AUDITORS'' OBSERVATIONS:

In respect of the reference to the Notes on Accounts in the Auditors Report, your Directors have to state that the same are self-explanatory and do not need further clarification.

AUDITORS:

M/s. Lodha & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS:

The Board is grateful to Canara Bank for their continued co-operation and timely assistance as and when required. The Board is grateful to the Reserve Bank of India, State Bank of India, Park Circus Branch and Taltala Branch, HDFC Bank, Dr.U.N.Brahmachari Street Branch, The Cotton Textiles Export Promotion Council, Textile Committee, Export Credit Guarantee Corporation of India Ltd, Collector of Central Excise, Director General of Foreign Trade, New Delhi, Joint Director General of Foreign Trade, Kolkata, Registrar of Companies, the Federation of Indian Export Organizations, The Commercial Tax Office, Kolkata and other institutions for their kind co-operation in day to day activities of the Company. Your Directors are thankful to all the executives and staff members of the Company for their wholehearted co-operation.

By order of the Board Registered Office : For YARN SYNDICATE LIMITED

86/2/4, S N Banerjee Road, Kolkata - 700 014 SHEELA PATODIA Dated : The 30th day of May, 2014 CHAIRPERSON & MANAGING DIRECTOR


Mar 31, 2010

The Directors have pleasure in submitting their 64th Annual Report of the Company together with the Audited Accounts for the Year ended on 31st March, 2010.

FINANCIAL RESULTS :

2009-2010 2008-2009

Rs. in Thousand Rs. in Thousands

Export Sales 247513 144635

Domestic Sales - 4602

247513 149237

Profit/(Loss) before Interest & Depreciation 6812 (239)

Less : Interest 2723 2582

Depreciation 3231 5954 2691 5273

Profit/(Loss) before Tax 858 (5512)

Less : Provision for Deferred Tax (754) (448)

Fringe Benefit Tax 45 709 249 (199)

Profit(loss) after Tax 1567 (5313)

Add : Balance brought forward from last year (23879) (18566)

(22312) (23879)

Transferred from General Reserve - -

Balance carried forward to next year (22312) (23879)

DIVIDEND :

Your Directors do not recommend dividend on Equity shares for the Financial Year ended 31st March, 2010.

PERFORMANCE REVIEW :

During the financial year under review, the Company has posted higher export sales as compared to the previous year mainly due to the partial recover economies resulting in greater demand for your companys products and Weakening of the US dollar. The company has explored and moved into new markets and at the same time maintaining its excellent business relations with its existing customers in order to remain competitive in the export business. The export sales have increased to Rs. 2475.13 lakhs during the year 2009-10 as compared to export sales of Rs. 1446.35 lakhs during the previous year. The company hopes that the market condition will continue on the favourable trend this year.

PARTICULARS OF EMPLOYEES :

Particulars of Employees as required under Sub-section (2A) of Section 217 of the Companies Act, 1956 and the rules made thereunder are not applicable for the year under review.

DIRECTORS :

Sri Devendra Kumar Jhunjhunwala and Sri Krishna Prasad Bagaria, Directors of the Company retire by rotation and are eligible for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT :

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

(i) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed;

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

(iii) that the Directors had 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;

(iv) that the Directors the the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE :

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 issued under Section 217(1)(e) of the Companies Act, 1956, your Directors have to state that the particulars in respect of Energy Conservation and Technology Absorption are not applicable to your Company. As regards the Foreign Exchange earning and outgo, your Directors have to state that the relevant figures are given in Schedule 14 annexed to the Audited Accounts.

The Companys activity of export is in the line of cotton yam, other types of yarn and textiles. Your Directors plan to continue their initiatives in order to further increase the export turnover.

AUDITORS OBSERVATIONS:

In respect of the reference to the Notes on Accounts in the Auditors Report, your Directors have to state that the same are self-explanatory and do not need further clarification.

AUDITORS:

M/s Lodha & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS:

The Board is grateful to the Companys Bankers, Canara Bank for their continued co-operation and financial assistance. The Board is thankful to the Management, Officers and staff of Canara Bank for their prompt and timely assistance rendered by them as and when required. The Board is grateful to the Reserve Bank of India, State Bank of India, Park Circus Branch, HDFC Bank, Dr. U.N. Brahmachari Street Branch, The Cotton Textiles Export Promotion Council, Textile Committee, Export Credit Guarantee Corporation of India Ltd, Collector of Central Excise, Director General of Foreign Trade, New Delhi, Joint Director General of Foreign Trade, Kolkata, Registrar of Companies,

the Federation of Indian Export Organisations, and other institutions for their Kind co-operation in day to day activities of the Company. Your Directors are thankful to all the executives and staff members of the Company for their wholehearted co-operation.

Registered Office For and on behalf of the Board

23, Circus Avenue, Kolkata - 700 017.

R. K. PATODIA

Dated : the 31st day of May, 2010. Chairman & Managing Director



 
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