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Directors Report of YKM Industries Ltd.

Mar 31, 2014

The Directors present the 20th Annual Report of the Company together with the Audited accounts for the year-ended 31.03.2014.

Financial Highlights

The highlights of the financial performance of the company are as follows:

Particulars 31.03.2014 31.03.2013 (Rs. In lakhs) (Rs. In lakhs)

Total Income - 0.57

Total Expenditure 1.80 2.26

Profit/ (Loss) before Tax (1.80) (1.69)

Deferred Tax Revenue/ (Expenses) 0.56 2.00 Profit/ (Loss) after Tax (1.24) 0.31

Balance in P&L A/c. brought forward (2.07) (2.37)

Surplus Carried forward to Balance Sheet (3.31) (2.06)

Dividend

Due to non availability of profits during the financial year, your Directors do not recommend any dividend for the financial year 2013 - 2014.

Operations

The Operations of the Company during the year under review was not quite satisfactory. Though it is proposed to restructure the activities carried on by the Company keeping in view the current market trends and demand by entering into diversified business opportunities, the Company has not ventured into such diversified business yet.

Your Company is hopeful of better performance and reasonable profits in future.

Audit Committee

The Company has constituted an Audit Committee comprising of Mr. D. Loganathan, Mr. Y. M. R. Prasoona and Mr. N. G. Anbumani as its members. The chairman of the committee is Mr. N.G. Anbumani. The role, terms of reference, authority and powers of Audit Committee are in conformity with the provisions of the Companies Act, 1956 inserted by Companies Amendment Act, 2000. The Audit committee has had their meetings as per statutory requirements and has made no adverse comments.

Directors

Mr. Y. Meera Reddy, Director liable to retire by rotation and being eligible offers himself for re-appointment.

Auditors

The Auditors of the Company M/s. Ganesh Venkat & Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

Particulars of Employees

There are no employees drawing remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

None of the Directors of the company are disqualified U/s. 274(1)(g) of the Companies Act, 1956.

Directors Responsibility Statement U/s. 217(2AA) of the (Companies Amendment) Act, 2000, indicating therein;

i. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 that period;

iii. That 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. That the directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not accepted any Public Deposits during the year.

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

As required under Section 217(1)(e) of The Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of the Board of Directors) Rule 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished below:

A. Conservation of Energy - The Company is making sustained efforts Continuously to minimize the consumption of Electricity and Fuel wherever used.

B. Technology Absorption - Not Applicable

Depository System

Pursuant to the Directions of the Securities and Exchange Board of India, the Company''s Securities has been dematerialized and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Company''s Shares are listed with Madras Stock Exchange, The Stock Exchange Mumbai and The Bangalore Stock Exchange..

Corporate Governance

The Corporate Governance report as set out in Annexure hereto form an integral part of this report. A Certificate from a Practicing Company Secretary, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

COMPLIANCE CERTIFICATE:

Your directors have appointed M/s. S. Dhanapal & Associates, Practicing Company Secretaries to issue a Compliance Certificate as required under section 383A of the Companies Act, 1956. The Compliance Certificate issued by them is annexed to this report.

BUY BACK OF SHARES:

The company has not bought back any shares during the year.

Acknowledgement

Your Directors place on record their appreciation for the valuable services rendered by the Company''s Shareholders, Bankers and other agencies associated with the Company. The Board expects much more continuous support and co-operation in the future years to come.

For and on behalf of the Board of Directors

Place : Chennai Date : 28.05.2014 Y. Meera Reddy Y.M.R. Prasoona Managing Director Director


Mar 31, 2012

The Directors present the 18th Annual Report of the Company together with the Audited accounts for the year-ended 31.03.2012.

Financial Highlights

The highlights of the financial performance of the company are as follows :

Particulars 31.03.2012 31.03.2011 (Rs. In lakhs) (Rs. In lakhs)

Total Income - 0.014

Total Expenditure 10.50 4.66

Profit / (Loss) before Tax (10.50) (4.65)

Deferred Tax Revenue / (Expenses) 0.82 1.24

Profit / (Loss) after Tax (9.67) (3.41)

Balance in P & LA/c. brought forward 7.29 10.70

Surplus Carried forward to Balance Sheet (2.38) 7.29

Dividend

Due to non availability of profits during the financial year your Directors do not recommend any dividend for the financial year 2011 - 2012.

Operations

The Operations of the Company during the year under review was not quite satisfactory. Though it is proposed to restructure the activities carried on by the Company keeping in view the current market trends and demand by entering into diversified business opportunities, the Company has not ventured into such diversified business yet.

Your Company is hopeful of better performance and reasonable profits in future.

Audit Committee

The Company has constituted an Audit Committee comprising of Mr. D. Loganathan, Mr. Y. M. R. Prasoona and Mr. N. G. Anbumani as its members. The chairman of the committee is Mr. N. G. Anbumani. The role, terms of reference, authority and powers of Audit Committee are in conformity with the provisions of the Companies Act, 1956 inserted by Companies Amendment Act, 2000. The Audit committee has had their meetings as per statutory requirements and has made no adverse comments.

Directors

Mr. D. Loganathan, Director liable to retire by rotation being eligible offers himself for re-appointment.

Auditors

The Auditors of the Company M/s. Ganesh Venkat & Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

Particulars of Employees

There are no employees drawing remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

None of the Directors of the company are disqualified U/s. 274(1 )(g) of the Companies Act, 1956.

Directors Responsibility Statement U/s. 217(2AA) of the (Companies Amendment) Act, 2000, indicating therein;

i. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 that period;

iii. That 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. That the directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not accepted any Public Deposits during the year.

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

As required under Section 217(1 )(e) of The Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of the Board of Directors) Rule 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished below:

A. Conservation of Energy - The Company is making sustained efforts Continuously to minimize the consumption of Electricity and Fuel wherever used.

B. Technology Absorption - Not Applicable

C. Foreign Exchange Earnings - Nil

D. Foreign Exchange Outgo - Nil

Depository System

Pursuant to the Directions of the Securities and Exchange Board of India, the Company's Securities has been dematerialized and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Company's Shares are listed with Madras Stock Exchange, The Stock Exchange Mumbai and The Bangalore Stock Exchange. Your company has paid the Annual listing Fees up to- date and there are no arrears.

Corporate Governance

The Corporate Governance report as set out in Annexure hereto form an integral part of this report. A Certificate from a Practicing Company Secretary, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

Acknowledgement

Your Directors place on record their appreciation for the valuable services rendered by the Company's Shareholders, Bankers and other agencies associated with the Company. The Board expects much more continuous support and co-operation in the future years to come.

For and on behalf of the Board of Directors

Place : Chennai

Date . 31.08.2012 Managing Director Director


Mar 31, 2009

The Directors are pleased to present the 15th Annual Report of the Company together with the Audited accounts for the year ended 31.03.2009.

Financial Highlights

The highlights of the financial performance of the company are as follows:

Particulars 31.03.2009 31.03.2008

(Rs. In lakhs) (Rs. In lakhs)

Total Income 19.25 508.50

Total Expenditure 63.53 524.05

Profit/(Loss) before Tax (44.28) (15.54)

Provision for deferred tax 2.64 4.88

Profit/ (Loss) after tax (41.84) (11.79)

Balance in P&L A/c. brought

forward 50.36 62.15

Surplus Carried forward to

Balance Sheet 8.52 50.36

Dividend

Due to non availability of profits during the financial year your Directors do not recommend any dividend for the financial year 2008 - 2009.

Operations

The Operations of the Company during the year under review was not quite satisfactory. The reasons may be attributed to sluggish market conditions. Though it is proposed to restructure the activities carried on by the Company keeping in view the current market trends and demand by entering into diversified business opportunities in the field of development of infrastructure projects, the Company has not ventured into such diversified business yet. However the Company has almost discontinued its export activities during this year.

Your Company is hopeful of better performance and reasonable profits in future.

Audit Committee

The Company has constituted an Audit Committee comprising of Mr. U.Subramanian, Y.M.R.Prasoona and Mr.Y.Meera Reddy as its members. The role, terms of reference, authority and powers of Audit Committee are in conformity with the provisions of the Companies Act, 1956 inserted by Companies Amendment Act, 2000. The Audit committee has had their meetings as per statutory requirements and has made no adverse comments.

Directors

Smt. Y.M.R. Prasoona, Director liable to retire by rotation being eligible offers herself for re- appointment.

Auditors

The Auditors of the Company M/s. Ganesh Venkat & Co, Chartered Accountants, retire at the conclusion of this meeting and being eligible offer themselves for re-appointment to hold office till the conclusion of the next Annual General Meeting.

PARTICULARS OF EMPLOYEES AS PER SECTION 217 (2A) & 217 (2AA) OF THE COMPANIES ACT, 1956 AND COMPANIES (AMENDMENT) ACT, 2000.

There are no employees drawing remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

None of the Directors of the company are disqualified U/s. 274(1 )(g) of the Companies Act, 1956.

Directors Responsibility Statement U/s.217(2AA) of the (Companies Amendment) Act, 2000, indicating therein;

i. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 that period;

iii. That 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. That the directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not accepted any Public Deposits during the year.

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

As required under Section 217(1)(e) of The Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of the Board of Directors) Rule 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished below:

A. Conservation of Energy - The Company is making sustained efforts continuously to minimise the consumption of Electricity and Fuel wherever used.

B. Technology Absorption - Not Applicable

C. Foreign Exchange Earnings - Rs. 265,365/- (Previous year Rs.42,029,248/-)

D. Foreign Exchange Outgo

- Purchase of Lobster &

- Transhipment charges - Nil (Previous year Rs. 2,53,280/-)

- CIF Value of Imports on

Capital Account - Nil

- Foreign Travel Expense - Nil (Previous year Nil)

Depository System

Pursuant to the Directions of the Securities and Exchange Board of India, the Companys Securities has been dematerialised and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Companys Shares are listed with Madras Stock Exchange, The Stock Exchange Mumbai and The Bangalore Stock Exchange. Your company has paid the Annual listing Fees up-to-date and there are no arrears.

Corporate Governance

The Corporate Governance report as set out in Annexure hereto form an integral part of this report. A Certificate from the auditors of the Company certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is also annexed to the report on Corporate Governance.

Acknowledgement

Your Directors place on record their appreciation for the valuable services rendered by the Companys Shareholders, employees, Bankers and other agencies associated with the Company. The Board expects much more continuous support and co-operation in the future years to come.

for & on behalf of the Board

Place : Chennai Sd/-

Date : 24.06.2009

Y. Meera Reddy Y.M.R.Prasoona

Managing Director Director

 
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