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Directors Report of Yuvraaj Hygiene Products Ltd.

Mar 31, 2015

Dear Members,

The Directors present the Twentieth Annual Report and Financial Statements of the Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lacs) Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Total Revenue 1286.73 1640.62

Less: Total Expenses 1355.55 1610.81

Profit / (Loss) before tax (68.82) 29.81

Less : Provision for Taxation

- Income Tax (3.70) 6.30

- Deferred Tax(Asset)/ Liability (9.68) 0.89

Profit / (Loss) After tax (55.44) 22.62

Balance of Profit/(Loss) as per last Balance Sheet (134.72) (157.34)

Balance of Profit/(Loss) carried to Balance Sheet (190.17) (134.72)

2. REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 1286.73 as against Rs. 1640.62 Lacs in the previous year. The Loss before tax was Rs. (68.82) as against Profit of Rs. 29.81 Lacs in the previous year. The Loss after tax was Rs. (55.44) as against profit of Rs. 22.62 Lacs in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

3. DIVIDEND:

In view of the accumulated losses, the Board of Directors do not recommend payment of dividend for the year under review.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Benu Kampani, Whole-Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Your Board recommends the re-appointment of Mrs. Benu Kampani as Whole Time Director of the Company.

Brief resume of the Director proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is given in the Notice convening 20th Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange.

In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ravindra Kumar Sharma was appointed as a Chief Financial Officer of the Company w.e.f. 31st March, 2015.

5. PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

6. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure I"

7. MEETINGS OF THE BOARD:

During the year under review, 8 (Eight) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. ANNUAL PERFORMANCE AND BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

11. COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Audit Committee is given in Report on Corporate Governance as required under Clause 49 of the Listing Agreement, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

13. REMUNERATION POLICY:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 6 members, two of whom are executive or whole-time directors, 3 are independent directors and 1 is non- executive director. The Board periodically evaluates the need for change in its composition and size. The details of Remuneration Policy is stated in the Report on Corporate Governance.

14. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.hic.in None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

18. STATUTORY AUDITORS:

M/s. P. P. Jayaraman & Co., Chartered Accountants, Mumbai (FRN:104139W), were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 27th September, 2014 for a term of 3 consecutive years to hold office from the conclusion of 19th AGM upto the Conclusion of 22nd AGM. As per provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

Your Directors recommend the ratification of appointment of M/s. P P. Jayaraman & Co. as Statutory Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2016.

19. AUDITORS' REMARKS:

With reference to the Qualified Audit Opinion given by the Statutory Auditors' in their report,

a. In respect to Point 4a. in the Auditors Report regarding Amortisation of Goodwill, the Management of the Company is of the opinion that Goodwill has a life of 25 years and accordingly the Company has written off goodwill for 3 years and 3 months.

b. In respect to Point 4b. in the Auditors Report regarding debit or credit balances, the Management is of the opinion this amounts are realizable and payable at the amount stated in the Company's amounts.

20. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. S. Poddar & Co., Cost Accountants, Mumbai as Cost Auditors of the Company to conduct audit of cost records for the financial year 2014-15, at a remuneration of Rs. 60,000/-. The Company had obtained the members' approval for payment of above remuneration to the Cost Auditor. However as per the provisions of Companies (Cost Records and Audit) Rules, 2014 notified on 30th June, 2014 as amended, the Company is not required to appoint Cost Auditors for the financial year 2014-15 onwards.

21. INTERNAL AUDITOR:

The Company has appointed Mr. Kintali T. Nageswar Rao, Chartered Accountants, Navi Mumbai as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthen the controls.

22. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Manish Ghia & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure II".

With respect to observations made by Secretarial Auditor regarding non-appointment of Company Secretary (CS), the Company is in process of appointing CS.

23. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are appended to this report as "Annexure III".

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is stated below: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

(Rs. in Lacs) Particulars Year ended Year ended

31st March, 2015 31st March, 2014

Foreign exchange earning Nil Nil

Foreign exchange Outgo 240.08 208.44

25. STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2015-16 to the said Stock Exchange.

26. REPORT ON CORPORATE GOVERNANCE :

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report:

* Management Discussion and Analysis

* Report on Corporate Governance

* Certificate regarding compliance of conditions of Corporate Governance

27. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibitioN and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

By order of the Board of Directors For Yuvraaj Hygiene Products Limited

Place: Navi Mumbai Vishal Kampani Benu Kampani Date: 14th August, 2015 Managing Director Whole Time Director


Mar 31, 2014

The Members,

Yuvraaj Hygiene Products Limited

The Directors have pleasure in presenting the Nineteenth Annual Report and Financial Statements of the Company for the year ended 31s* March, 2014.

FINANCIAL HIGHLIGHTS:

(Rs in Lacs)

Particulars Year Ended 31.03.2014 Year Ended 31.03.2013

Total Revenue 1640.62 1246.27

Less : Total Expenses 1610.81 1152.82

Profit/(Loss)beforetax 29.81 93.44

Less : Provision forTaxation

- Income Tax 6.30 16.20

-Deferred Tax(Asset)/ Liability 0.89 7.43

Profit/(Loss)Aftertax 22.62 69.81

BalanceofProfit/(Loss)asperlast (157.34) (227.15)

Balance of Profit/(Loss) carried (134.72) (157.34) to Balance Sheet

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 1640.62 Lacs as against Rs. 1246.27 Lacs in the previous year. The Profit before tax was Rs. 29.81 Lacs as against Profit ofRs. 93.44 Lacs in the previous year. The Profit after tax was Rs. 22.62 Lacs as against profit ofRs. 69.81 Lacs in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

DIVIDEND:

In order to conserve the financial resources for the future growth, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ankur Kampani, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommend the Apppointment of Mr. Ankur Kampani as Directors of the Company.

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Rajeev Kharbanda, Mr. Praful Hande and Mr. Sunil Shah, Independent Directors of the Company to hold office as such upto 31st March, 2019, who shall not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-Section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges. Your Board recommends for their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirms that:

i. The applicable Accounting Standards have been followed and proper explanations relating to the material departures have been given wherever necessary;

ii. 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 ended on 31st March, 2014 and of the profit 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 frauds and other irregularities;

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

AUDITORS:

M/s. P.P. Jayaraman & Co., Chartered Accountants, Mumbai (FRN: 104139W) the Statutory Auditors of your Company hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their re- appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the re-appointment of M/s. P. P. Jayaraman & Co., Chartered Accountants, Mumbai (FRN: 104139W) as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit Financial Statements for the financial year 2014-2015.

AUDITORS'' REMARKS:

With reference to the Qualified Audit Opinion given by the Statutory Auditors'' in their report, the Board of Directors would like to state that the Company has a policy not amortising the Goodwill, however to comply with the provisions of Accounting Standards, the Company will start amortising Goodwill from the financial year 2014-15.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of Circular No. 52/26/CAB-2010 dated 6th November, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Company, with the prior approval of the Central Government, has appointed M/s. S. Poddar & Co., Cost Accountants, Mumbai as Cost Auditors of the Company for audit of the cost accounting records of the financial year 2013-14.

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. S. Poddar & Co., Cost Accountants, Mumbai as Cost Auditors of the Company to conduct the cost Audit for the financial year 2014-2015, on a remuneration ofRs. 60,000/- (Rupees Sixty Thousand only) plus service tax and out of pocket expenses. The approval of the shareholders is sought for payment of remuneration to said Cost Auditors.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Certificate regarding compliance of conditions of Corporate Governance

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

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

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

Information in terms of requirement of clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, read along with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as follows:

(a) Conservation of Energy:

The Company continues to implement prudent practices for saving electricity and other energy resources in day to day activities. However, considering the business activities carried out by the Company, your Directors have nothing to report with respect to Conservation of Energy.

(B) ResearchandDevelopment:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C) Technology absorption, adoption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adoption and take innovative steps to use the scare resources effectively.

(D) Foreign Exchange Earning and Outgo :

The Particulars of Foreign Exchange and Outgo for the year under review are as follows: (Rsin Lacs)

Particulars Year ended Year ended 31st March 2014 31st March 2013

Foreign Exchange earning Nil Nil

Foreign Exchange Outgo 208.44 426.40

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Navi Mumbai Vishal Kampani Benu Kampani Date: 13th August, 2014 Managing Director Whole Time Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Eighteenth Annual Report together with Audited Financial Statement of Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2013 are as under :

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Total Revenue 1246.27 888.80

Less : Total Expenses 1152.82 1026.88

Profit / (Loss) before tax 93.44 (138.08)

Less : Provision for Taxation

Income Tax 16.20 0.50

Deferred Tax(Asset) / Liability 7.43 2.56

Profit / (Loss) After tax 69.81 (141.14)

Balance of Profit / (Loss) as per last Balance Sheet (227.15) (85.96)

Balance of Profit / (Loss) carried to Balance Sheet (157.34) (227.15)

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of" 1246.27 Lacs as againstRs. 888.80 Lacs in the previous year. The Profit before tax wasRs. 93.44 Lacs as against Loss ofRs. 138.08 Lacs in the previous year. The Profit after tax wasRs. 69.81 Lacs as against Loss ofRs. 141.14 Lacs in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

DIVIDEND:

In order to conserve the financial resources for the future growth, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Praful Hande, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Board of Directors in its meeting held on 28th May, 2013 increased the remuneration payable to Mr. Vishal Kampani, Managing Director of the Company to Rs. 80,000/- for the remaining period of his tenure w.e.f 1st April, 2013 to 10th April, 2017, subject to approval of members in general meeting. The Board of Directors recommends the revision in remuneration payable to him for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March,2013, the applicable Accounting Standards have been followed and no material departures have been made from the same;

ii. the directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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 for the financial year ended 31st March, 2013 on a "Going Concern" basis.

AUDITORS:

M/s. P. P. Jayaraman and Co., Chartered Accountants, Mumbai (FRN: 104139W), the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s. P. P. Jayaraman and Co, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

AUDITORS'' REPORT:

In reference to point No. 10(a) of Annexure to the Auditors'' Report, the Board of Directors would like to state that the Company is in process of making payments of outstanding dues to statutory authorities.

COST AUDITORS:

In terms of Order No. 52/26/CAB-2010 dated 24th January, 2012, issued by the Ministry of Corporate Affairs, M/s. S. Poddar & Co, Partnership Firm, Practicing Cost Accountants, Mumbai have been appointed as ''Cost Auditors'' of the Company for the year 2012-13 for conducting audit of cost accounts of the Company.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March 2013.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance alongwith a certificate of compliance from the Practising Company Secretary are attached hereto and form part of this Report.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are furnished.

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

Information in terms of requirements of clause (e) of Sub-section (1) of Section 217 of the Companies Act, 1956) regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, read along with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as follows:

(A) Conservation of Energy:

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. However, considering the business activities carried out by the Company, your directors have nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C) Technology absorption, adaptation and innovation:

The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Navi Mumbai Vishal Kampani Benu Kampani

Date : 12th August, 2013 Managing Director Whole Time Director


Mar 31, 2010

The Directors hereby present the Fifteenth Annual Report together with Audited Statement of Accounts for the year ended 31 st March 2010.

FINANCIAL RESULTS

The financial results for the year ended 31st March 2010 are as under: (Rs. in Lakhs)

Year ended Year ended

31/03/2010 31/03/2009

Sales and other income 0.00 0.00

Profit (Loss) before Interest,

dep,tax, extraordinary items &

exceptional items (4.35) (2.07)

Depreciation 0.07 0.07

Exceptional Items # 9.87 0.00

Profit/(Loss) during the year (14.29) (2.14)

(#) Bad Debts written off.

Review of Operations

During the year the company the company could not carry on any business activity pending restructuring plans. The shareholders have approved issuing 2.70 crores equity shares on preferential basis to augment the restructuring needs of the company.

The company has received the approval of Honble High Court of Andhra Pradesh for the reduction of share capital under section 101 to 104 of the Companies Act, 1956 and reduced the share capital by 90% to Rs. 46,18,400 divided into 46,18,400 Rs.1/- each. The reduced amount of share capital of Rs. 4,15,65,600/- together with Capital Reseve of Rs. 1,05,77,000 and Share Premium of Rs. 2,01,79,876/- has been set off against the accumulated losses to the extent of Rs.7,23,22,476/-

DEPOSITS

Your Company has not accepted any fixed deposits during the period under review.

DIRECTORS

Sri. VS Raju and Sri P Ramayya Naidu, Directors of the company, resigned due to their preoccupations w.e.f. July 15, 2010. The Board noted their valuable contributions to the company throughout their tenure and wishes them good health and well being.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the loss of the Company for the year ended on that date.

iii) They 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.

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

AUDITORS

M/s. GMK Associates, Chartered Accountants, Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re- appointment.

INDUSTRIAL RELATIONS

The Industrial relations during the year under review remained cordial.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be disclosed pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (particulars of employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY ETC.

Information regarding Energy conservation, Technology Absorption, Foreign Exchange Earnings and outgo, in accordance with Section 217(1 )(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31.03.2010, is as follows:

A) Conservation of Energy:

Efforts for conservation of energy are an on- going process in the Company.

B) Disclosure of particulars with respect to absorption:

a) Research & Development

There is no specific research activity carried out by the Company.

b) Technology absorption, adaptation and innovation:

Efforts, in brief, made towards technology absorption, adaptation and innovation.

The Company has made necessary efforts to improve the manufacturing process of certain fan components suitable to Indian Conditions.

Benefits derived as a result of the above efforts: e.g. Product improvement, cost reduction, product development, import substitution etc.

Improved capability to manufacture high capacity fans for various industries.

c) Information in case of imported technology:

Technology Impaled

Nil

Year of import

NA

Has technology been fully absorbed?

NA

If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action.

NA

c) Foreign Exchange earnings Nil

d) Foreign Exchange outgo Nil

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co- operation and assistance given by the shareholders of the Company, business associates and various Government and Non- Government Departments during the year under review.

By Order of the Board

for Intensive Air Systems Ltd.

Place : Hyderabad V.S. Raju

Date : 21/07/2010 Chairman



 
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