Directors Report of Yash Management & Satellite Ltd.

Mar 31, 2015

To

The Members,

The Directors are presenting the TWENTY SECOND Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2015.

FINANCIAL RESULTS

Financial results of the company during the year vis-à-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Income 369.88 1207.69

Profit / (Loss) before Depreciation, exceptional items and Tax 13.54 (14.92)

Less: Depreciation 6.92 4.87

Profit / (Loss) before exceptional item and Tax 6.62 (19.79)

Less: provision against trade receivable (53.73) (54.06)

Profit/ (Loss) before tax (47.11) (73.85)

Less: Provision for Income Tax - -

Profit/ (Loss) after Tax (47.11) (73.85)

Balance brought forward from previous year (237.11) (163.26)

Adjustments as per new Companies Act, 2013 (2.60) -

Balance Carried to Balance Sheet (286.82) (237.11)

DIVIDEND

In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended March, 31, 2015.

PERFORMANCE

During the financial year under review total income of the Company has decreased to Rs. 369.88 lacs as compared to last year's total income of Rs. 1207.69 lacs however Company has earned profit of Rs. 6.62 lacs as compared to previous year loss of Rs. 19.79 before exceptional items. The Company has made a provision of Rs. 53.73 lacs in respect of outstanding position to National Spot Exchange Ltd. (NSEL) which is disclosed under the head "exceptional items". Total income of the Company has decreased due to trading suspended on the platform of National Spot Exchange Ltd.

DIRECTOR'S

In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Anurag Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to Clause 49 of the Listing Agreement, the background of the Director proposed to be appointed/ re-appointed at the annual General Meeting is given in the Corporate Governance report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policy is stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on January 15, 2015 inter- alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

iii) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment, is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company.

EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee.

During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, the board has also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance section of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) 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 as at March 31, 2015 and of the loss of the company for that period;

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

iv) the directors have prepared the annual accounts on a 'going concern' basis.

v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

STATUTORY AUDITORS

The Shareholders at their 21st Annual General Meeting held on 30th September 2014 approved appointment of M/s. Bansal Bansal & Co., Chartered Accountants, as the Auditors of the Company for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of section 139 of the companies act 2013 read with Rules made there under. Accordingly ratification of the members for the appointment of M/s Bansal Bansal & Co, Chartered Accountants as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting.

The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Pankaj & Associates, Practicing Company secretary to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report is annexed herewith as Annexure-1 to this report.

The Secretarial Audit Report does not contain any qualification or adverse remark. Observations in the Secretarial Audit Report has been noted.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure-2 to this report. There are no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-3 to this Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY.

There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations.

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

Pursuant to the requirement under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

1. The company has no activity involving conservation of energy or technology.

2. Foreign exchange earning Rs. Nil.

3. Foreign Exchange outgo: Rs. 1,06,15,519/-

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

SHARES

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta

Managing Director

Mumbai, dated 10th August 2015

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Mar 31, 2014

The Members,

The Directors are presenting the TWENTY FIRST Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Total Income 1207.69 1834.73

Loss before Depreciation, exceptional (14.92) (31.00) items and Tax

Less: Depreciation 4.87 5.28

Loss before exceptional item and Tax (19.79) (36.28)

Less: provision against trade receivable (54.06) -

Loss before tax (73.85) (36.28)

Less: Provision for Income Tax - -

Loss after Tax (73.85) (36.28)

Balance brought forward from previous year (163.26) (126.98)

Balance Carried to Balance Sheet (237.11) (163.26)

DIVIDEND

In view of losses during the year under review, the directors do not recommend any dividend for the year ended March, 31, 2014.

PERFORMANCE

During the financial year under review total income of the company has decreased to 1207.69 lacs as compared to last year''s total income of 1834.73 lacs and company has incurred a loss after exceptional items of Rs. 73.85 lacs as compare to last year''s loss of Rs. 36.28 lacs. The loss has increased as compared to last year due to provision made in respect of outstanding position to National Sport Exchange Ltd (NSEL). The company was trading in the commodities of agricultural and non agricultural nature on the platform of NSEL. Company is also trading in commodities indigenously and internationally.

NSEL has suspended the trading and defaulted the payment from July 31, 2013. The company has net outstanding dues to NSEL of Rs. 162.19 lacs. The company has pursued legal action against NSEL and others by filling writ petition in Bombay High Court and Criminal complaint in Economic Offence Wing (EOW) via Investor Forum. Pending final outcome which is uncertain, the company has provided for an amount Rs. 54.06 lacs in respect of its outstanding amount for the year ended 31st March 2014 which is disclosed under the head "Exceptional Items"

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTOR''S

Pursuant to the provisions of Sections 149(13) and 152 of the Companies Act, 2013 Independent Directors of the Company are not liable to retire by rotation. The term of office of Independent Director is five consecutive years on the Board of the Company, but he shall be eligible for re-appointment on passing the Special Resolution for another term of five years. Hence all the Independent Directors of the Company will be appointed for a term of Five years commencing from September 30, 2014 to September 29, 2019.

Pursuant to the provisions of Companies Act, 2013 Mrs. Navrati Gupta was appointed as an Additional Non-Executive Woman Director of the Company w.e.f. August 5, 2014 liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. R Gurumurthy Director of the Company retires by rotation at the ensuing Annual General Meeting. Mr. Gurumurthy has expressed his intention not to seek re-election as a Director of the Company. The Board places on record their appreciation for the valuable guidance and services rendered by Mr. Gurumurthy.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members of the Company with requisite deposit signifying their intention to propose Mr. Satish Gupta, Mr. Sandeep Kumar Mangal and Mrs. Navrati Gupta as Directors of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and reappointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in Corporate Governance 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 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;

- That 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 of the Loss of the company for the year under review;

- That 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;

- That the directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Bansal Bansal & Co., Chartered Accountants, having Firm registration no. 100986W the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Board of Directors therefore recommends the appointment of M/s. Bansal Bansal & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-2015 for the approval of the members.

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

Pursuant to the requirement under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988

1. The company has no activity involving conservation of energy or technology.

2. Foreign exchange earning Rs. Nil.

3. Foreign Exchange outgo: Rs. 71, 81,585/-

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 in respect of whom particulars are required to be furnished.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta Mumbai, dated 5th August 2014 Managing Director

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Mar 31, 2013

To The Members,

The Directors are presenting the TWENTIETH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

Financial results of the company during the year vis-à-vis previous year are as follows: -

(Rs. In Lacs) Year Ended Year Ended 31.03.2013 31.03.2012

Total Income 1834.73 863.67

Profit/(loss) before Depreciation and Tax (31.00) 8.82

Less: Depreciation 5.28 5.37

Profit / (loss) before Tax (36.28) 3.45

Less: Provision for Income Tax

Profit/(loss) after Tax (36.28) 3.45

Balance brought forward from previous year (126.98) (130.43)

Balance Carried to Balance Sheet (163.26) (126.98)

DIVIDEND

In view of losses during the year under review, the directors do not recommend any dividend for the year ended March, 31, 2013.

PERFORMANCE

The financial year 2012-13 continued to witnessed difficult and competitive business scenario across all business segments of the industry, in tune with the gradual slow down in the Indian economy quarter on quarter, resulting in loss to the company. The Company is mainly engaged into the indigenous and international trading business of commodities. The commodities include various agriculture products and non-agricultural items. Total income of the company has increased to Rs. 1834.73 lacs from Rs. 863.67 lacs in the previous year and the company has incurred a loss of Rs. 36.28 lacs during the year under review.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTOR''S

In accordance with the provision of the Companies Act, 1956, Shri Satish Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year Mr. Vishnu Garg resigned from the Board on 31st December 2012. The Board of Directors places on record their appreciation for the invaluable advice and guidance given by Mr. Garg during his association with the Company.

Mr. Sandeep Kumar Mangal was appointed as an Additional Director of the Company w.e.f. 31st December 2012 and hold office upto the date of the forthcoming Annual General Meeting. Notice has been received under Section 257 of the Companies Act, 1956 from members proposing the candidature for office of Director and such appointment has been proposed at Item No. 4 of the Notice dated 27th July 2013.

Information on the Directors eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under item no. 2 and 4 forming part of the Notice dated 27th July 2013 circulated along with Annual Report 2012-13

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 annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That 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 of the Loss of the company for the year under review;

- That 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;

- That the directors have prepared the accounts for the financial year ended 31st March 2013 on a ‘going concern'' basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants Statutory Auditors of the company, having Firm registration no. 100986W retires from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year ended 31st March 2013 the company has incurred Foreign Exchange outgo of Rs. 37, 18,019 /-. Foreign exchange earning Rs. Nil.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thanks all its colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta

Mumbai, 29th May 2013 Managing Director

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Mar 31, 2012

The Directors are presenting the NINETEENTH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2012.

FINANCIAL RESULTS

Financial results of the company during the year vis-à-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Total Income 863.67 1323.69

Profit before Depreciation and Tax 8.82 1.32

Less: Depreciation 5.37 5.79

Profit / (Loss) before Tax 3.45 (4.47)

Less: Provision for Income Tax - -

Profit/(Loss) after Tax 3.45 (4.47)

Balance brought forward from previous year (130.42) (125.95)

Balance Carried to Balance Sheet (126.97) (130.42)

DIVIDEND

In view of brought forward losses and to strengthen the position of the company, the directors do not recommend dividend for the year ended 31st March, 2012.

PERFORMANCE

The performance of the Indian Economy has been affected due to the impact of the variety of factors including recession in many developed countries, continuing high rates of inflation and high borrowing costs of corporate. This has resulted in lower than expected performance of many corporates. The company's main focus was in the newly devised business areas of indigenous and international trade, but unable to achieve desired target business due to adverse external international factors. The company is taking initiatives to consolidate and improve its performance subject to favorable market conditions. The performance of the company in last quarter of the financial year is quite satisfactory which sign for the improvement of the performance of the company in future.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTOR'S

In accordance with the provision of the Companies Act, 1956, Shri Vishnu Garg, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself 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:

- That in the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That 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 of the profit of the company for the year under review;

- That 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;

- That the directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants Statutory Auditors of the company, having Firm registration no. 100986W retires from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year ended 31st March 2012 the company has incurred Foreign Exchange outgo of Rs. 1,47,58,985/-. Foreign exchange earning Rs. Nil

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thanks all its colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta Mumbai, 30th June 2012 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the SEVENTEENTH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2010

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Total Income 1427.13 962.71

Profit / (Loss) before Depreciation and Tax 13.90 (57.85)

Less: Depreciation 5.93 5.69

Profit / (Loss) before Tax 7.97 (63.54)

Less: Provision for Income Tax & FBT Nil 0.75

Profit/(Loss) after Tax 7,97 (64.29)

Balance brought forward from previous year (133.92) (69.63)

Balance Carried to Balance Sheet (125.95) (133.92)



DIVIDEND

In view of insufficient profit, the directors do not recommend any dividend for the year ended 31" March, 2010.

PERFORMANCE

Fiscal 2010 has been a year of renewal of confidence and optimism in the Indian Economy, as it has rebounded strongly from the impact of the global financial crisis and demonstrated its inherent strength and growth potential. Indias resilience has been admirable as it demonstrated that a domestic consumption driven economy is more immune to the vagaries of global uncertainties. Looking at the performance for the year, the profit after tax has increased to Rs. 7.97 lacs in 2010 against Loss of Rs.64.29 lacs in the last year.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, Shri Anurag Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself 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:

- That in the preparation of annual accounts for the financial year ended 31" March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That 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 die end of die Financial Year and of die profit of the company for the year under review;

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

- That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

STATUTORY AUDITORS

M/s Bansal, Bansal & Co., Chartered Accountants, Auditors of the company, retires from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends die re-appointment of M/s Bansal, Bansal & Co., Chartered Accountants as the Auditors.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company.

The Company has no foreign exchange earning and outgo during the financial year ended 31sMarch 2010.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors takes this opportunity to dianks all its colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta

Mumbai, 18th August 2010 Managing Director