Directors Report of Yamini Investments Company Ltd.

Mar 31, 2015

To,

The Shareholders, Yamini Investments Company Limited

The Directors have pleasure in presenting their 32nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2015 as compared to the previous year is as below.

Particulars Year ended 31.03.2015 Year ended 31.03.2014 (Rs. Lakhs) (Rs.Lakhs)

Total Income 12,58,66,503.94 98,57,196.72

Total Expenditure 12,09,26,550.25 93,62,222.70

Profit/(Loss) before Tax 49,39,953.69 4,94,974.02

Profit/(Loss) After Tax 32,85,055.68 3,39,974.02

Paid up Share Capital 52,57,26,400 24,00,000

Reserve And Surplus 131,714,262 6,14,764.04

OPERATIONS

The Company has earned profit after tax of Rs. 32, 85,055.68/- during the current financial year as against Rs. 3, 39,974.02/- earned during the previous financial year. Profit before tax is 49, 39,953.69/- as compared to 4, 94,974.02/- in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.

DEPOSITS

As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re- appointment on passing a special resolution by the shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Board has recommended the appointment of Mr. Surendra Kumar Sharma and Mr. Deep Chand Sharma as the Independent Director of the company with effect from 17.01.2015 and appointment will be confirmed by the members at the Annual general meeting to be held on 30th September, 2015 as required under Section 149(10). Both the Directors are not liable to retire by rotation.

During the year under review the following directors due to preoccupation resigned from the Board of the company, Mr. Mahesh Prasad Bansal and Ms. Meena Bansal Director of the Company resigned from the Board on 14/08/2014 and Kirti Agarwal Director of the company resigned from the Board on 30/04/2014

NUMBER OF MEETINGS OF THE BOARD

The Board met 11 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently, the Board has five committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-

- holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

- is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

- a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

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

3. The directors have taken proper and sufficient care towards 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

M/s. Agarwal Desai And Shah, Chartered Accountants(FRN: 124850W) are Propose to be appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITOR'S REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITOR

Ms. Rachna Bhasin, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as Annexure -1.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS 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 with interest of the company at large.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.einsedutechltd.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

By Order of the Board

For YAMINI INVESTMENTS COMPANY LIMITED

Sd/-

Place : Mumbai Vandana Agarwal

Date : 13.08.2015 Director

DIN-02347593

---

Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in rupees) 31st March, 31st March, 2014 2013

Total Income 9,857,196.72 39,608,362.00

Total Expenditure 9,362,222.70 39,526,285.98

Profit/ (Loss) before tax 494.974.02 82,076.02

Profit/ (Loss) after tax 339,974.02 56,715.02

Paid-up Share Capital 2,400,000 24,00,000

Reserves and Surplus 6,14,764.04 274792.02

Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2014 till the date of this report except the following:

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption arc not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars arc required to be disclosed in this Report.

Vigil Mechanism

The Board of Directors have established Vigil Mechanism for directors and employees.

Directors

During the year under review, there has been no change in the composition of the Board of Directors of the Company.

Compliance Certificate

The Company has obtained the necessary Compliance certificate from Ms. Rachna Bhasin, Practicing Company Secretary.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment A certificate under section 224(1) of the Companies Act 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March, 2014 and of the profit of the Company for the year ended on that date;

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

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

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

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

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE Ltd. The Company has already paid listing fees for the financial year 2013-14 to BSE.

Corporate Governance

Corporate Governance Report forms part of the Directors Report.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board For Yamini Investments Company Ltd

Sd/- Sd/- Date: 14th August, 2014 Vandana Agarwal Mukesh Mittal Place; Mumbai Director Director DIN: 02347593 DIN: 05300556

---

Mar 31, 2013

The Directors present the Annual Report of your company together with the Audited Annual account for the financial year ended 31st March.2013

Financial Highlights

Particulars Financial Year ended

(in rupees)

31st March,2013 31st March,2012

Total Income 3,96,08,362 42,62,884

Total Expenditure 3,95,26,286 42,53,358

Profit/Loss before tax 82,076 9,526

Profit/ Loss after tax 86,715 6,526

Paid-up share capital 24,00,000 24,00,000

Reserve and surplus 2,74,792 2,17,411



Material changes and commitment affecting the financial position of the Company after close of financial year

Save as mentioned elsewhere in this Report, no maternal changes and commitment during financial position of the Company that occurred between the end of" the financial are of the Company 31st March, 2013 nil the of this report except the following:

Dividend

In view of magma profit made by the Company, your Director regret their inability if vroom and any dividend.

Public Deposits

During the year under report, your Company did not accept any deposit! from the public in ten of the Provo of section 5SA of the Companies Act. 1956.

a. Conservation of Energy & Technology Observation: Since the Company not eared in any manufacturing activity, issue relating to enervations of enemies and technology observation are not quite role not to the near future as well.

b. Export Activities; There was no export activity m the Company during the year and review The Company not immediate plant for export to the near future as well.

Particulars of Employees

During the financial year under review, none of the Company employees in recruit of the under section 217 (2A) of the companies Act, 1956. read with the companies (Particulars of Employees Rules 1975 and hence no particulars are required to be disclosed in this Report.

Director

After the lost Annual General Meeting Mr. Norayan the ceased to be director w.e.f 24/01/2014 Mrs Vandana Agarwal and Mr Mukeih Mitral appointed us additional directors of the Company with effect from 24/01/2013.

Additional directors namely Mr Vandana Agarwal and Mr. Mukeih Mittal. hold office until of date of the ensuing Annual General Meeting. Their appointment as ordinary Directors of the Company on placed before the ember for retiree. The Board recommends resolutions for adoption by the members.

Auditors

M/s V.N.Pantbit & Co, Chartered Accountants. Statutory Auditors of the Company hold of the conclusion of the enduing Annual General Meeting and being eligible offer then elm for re-appointment a certificated under tauten 224 (1)of the Cordiant Act, 1956 regarding their eligibility for the proponed re-appointment ha* been obtained from the if Your life retire recommend their re- appointment

Auditors Report

Comments made by the Statutory Auditor* in die Auditor'' Report are self- expanders and do a require any further clarification. -Secretarial Compliance Certificate

Director''s Responsibility Statement

In terms of the provisions of section 217 (2AA) of the companies Act,1956 and to the best of knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report the attached Annual Accounts and the Auditors Report thereon your Directors confirm that;

a. in preparation of the annual accounts, the applicable accounting standard) have been lowed.

b. the Directors have selected Much Accounting phonics and applied diem consistently made functions and estimates thin are reasonable and prudent to as to get a true and fair view of the mile of affairs of Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date:

e. The Directors have taken proper and sufficient core for the maintenance of -decorate counting records in incoming with the purifiers of the Act for safeguarding the adieux of me Company and for porting aid detecting fraud and other irregularities; and

d. the Directing have prepared the Annual Accounts on a going concern basis.

Acknowledgement.

Your Director take this opportunity to place on record their sincere appreciation for the co-appointment and assistance the company has received from Banks and various Government Department The Board also place on record it opportunity of the devoted services of the employed support and co-operation expended by the valued business associates of the company.

For and on Behalf of the Board

For Yamini Investments Company Ltd.

Sd/- sd/-

Date :4th August,2013 Vandana Agarwal Kirtiwarwal

place; Mumbai Director Director

---

Mar 31, 2012

Dear Members

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

Financial Highlights

Particulars Financial Year ended (in rupees) 31st March, 2012 31st March, 2011

Total Income 42,62,884 2,78,471

Total Expenditure 42,53,358 2,70,354

Profit/ (Loss) before tax 9,526 8,117

Profit/ (Loss) after tax 6,526 5,537

Paid-up Share Capital 24,00,000 24,00,000

Reserves and Surplus 2,17,411 2,10,885

Year in Retrospect

During the year under review total Income of the Company was Rs. 42.62 lacs as against Rs.

2 78 lacs in the previous year. The Company made a profit after tax of Rs. 0.065 lacs as against a profit after tax of Rs. 0.055 lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2012 till the date of this report except the following:

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Chandresh Kapilmuni Upadhyay and Mr. Suneel Kumar Upadhyay were appointed as additional directors of the Company with effect from 14/12/2011. Mr. Mahesh Prasad Bansal, Mrs. Meena Bansal and Ms. Kirti Agarwal appointed as additional directors of the Company with effect from 20/06/2012.

Mr. Shantilal Patel and Mr. Musunuri H. Rao ceased to be the directors w.e.f. 14.12.2011. Mrs. Y. Radha Rani tendered her resignation on 16.01.2012. Mr Samir Jani and Mr. Jayesh Shah resigned from the directorship of the Company with effect from 13/02/2012 and Mr. Suneel Kumar Upadhyay and Mr. Chandresh Kapilmuni Upadhyay resigned from the directorship of the Company with effect from 03/07/2012.

Additional directors namely Mr. Mahesh Prasad Bansal, Mrs. Meena Bansal and Ms. Kirti Agarwal, hold office until the date of the ensuing Annual General Meeting. Their appointments as ordinary Directors of the Company are placed before the Members for consideration. The Board recommends resolutions for adoption by the members.

Auditors

M/s KVSRY & Associates, Chartered Accountants, Statutory Auditors of the Company, who retires at the conclusion of the ensuing Annual General Meeting of the Company have expressed their unwillingness to be considered for reappointment as statutory auditors of the Company.

Your Board has proposed the name of M/s V.N. Purohit & Co., Chartered Accountants, as statutory auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re- appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from Ms Rachna Bhasin, Company Secretaries, Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

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

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay Stock Exchange Ltd). During the year the suspension on trading of the shares of the Company has been revoked by the BSE w.e.f. 02nd April, 2012. The Company has already paid listing fees for the financial year 2012-13 to the BSE.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is not applicable to the Company. However, the Company observes good corporate practices to enhance the stakeholders'' value.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board

For Yamini Investments Company Ltd

Date: 30th August, 2012 Mahesh Prasad Bansal Kirti Agarwal

Place: Mumbai Director Director