Mar 31, 2015
The Directors are pleased to present their Annual Report on the
Business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31,
2015 is summarized below:
(Rupees in Lacs)
Particulars 2014-2015 2013-2014
Sales 1733.63 3379.01
Other Income 7.57 37.05
Total Income 1741.20 3416.06
Total Expenses 1691.80 3386.47
Profit/(Loss)Before Tax 49.41 29.59
Tax - -
Current Tax 15.00 8.00
Deferred Tax - -
Net Profit After Tax 34.41 21.59
The year was extremely challenging for the Company. Although the
volumes has decreased, but Company has been able to generate more
profit i.e. of Rs. 34.41 lacs (previous years Rs. 21.59 lacs), due to
cost control, better product mix & efficient management.
FUTURE OUTLOOK:
Your Company is currently focusing its resources in the business
segments of shares & securities. The Company is also trying to venture
into profitable activities during the year, so as to have maximized
return of its capital.
DIVIDEND:
The Board of Directors does not recommend any Dividend for the year
under review
SUBSIDIARY COMPANIES:
The Company does not have any subsidiaries, Joint Venture & Associates
Company.
ACCEPTANCE OF FIXED DEPOSTIS:
The Company has not accepted any Fixed Deposits from general public
within the purview of Section 73, of the Companies Act, 2013, during
the year under review.
AUDITORS:
The Statutory Auditors, Mr. Chirag Mehta, Chartered Accountants, had
been appointed to hold office until the conclusion of the ensuing
Annual General Meeting; however he is also eligible for re- appointment
and his willingness for re-appointment have been intimated to the
Company well in advance. Further he has also confirmed that he is not
disqualified for re- appointment within the meaning of Section 141 of
the Companies Act, 2013 and his appointment, if made would be within
the limits specified in Section 139 of the said Act.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made there under, the current auditors of the Company,
Mr. Chirag Mehta, Chartered Accountants, is eligible to hold the office
for a period of Five years up to 2019. The members are therefore
requested to appoint Mr. Chirag Mehta, Chartered Accountants as
auditors for three years from the conclusion of the ensuing annual
general meeting till the conclusion of the annual general meeting to be
scheduled in 2019 subject to ratification at each year AGM and to fix
their remuneration for the year 2014-15.
AUDITORS REPORT:
The observations and comments furnished by the Auditors in their report
read together with the notes to Accounts are self- explanatory and
hence do not call for any further comments under Section 134 of the
Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the requirement of Section 134 (5) of the Companies
Act, 2013, the Board of Directors of the Company confirms:
i. In the preparation of the annual accounts for the financial year
ended 31st March, 2015 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii. That 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 the year ended 31st March, 2015.
iii. That the Directors have taken sufficient and proper care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting material fraud and other
irregularities. And
iv. That the Directors have prepared the Annual Accounts on a going
concern basis.
v. There are no material changes & commitments, if any, affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the financial statements
relate & the date of the report.
vi. That there no contracts or arrangement with related parties
referred to in sub-section (1) of section 188.
CORPORATE GOVERNANCE:
As per clause 49 of the listing agreement with stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report.
A certificate from the Auditors of your Company regarding compliance of
conditions of Corporate Governance, as stipulated under clause 49 of
the Listing Agreement and a declaration by the Executive Director with
regard to Code of Conduct is attached to the Report on Corporate
Governance.
MANAGING DIRECTOR'S CERTIFICATE:
A Certificate from the Managing Director in respect of the Financial
Statements forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information relating to the conservation of energy, technology
absorption foreign exchange earnings and outgo under provisions of
134(3)(m) of the Companies Act, 2013 is not applicable to the Company,
considering the nature of its business activities. Further the Company
has not earned nor spends foreign exchange during the year under
review.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration
prescribed under Section 197(12) of the Companies Act, 2013, read with
the Companies (Particulars of Employees) Rules, 1975. Thus furnishing
of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.
DIRECTORS:
During the year Mrs. Reshma Rajesh Malagavakar and Mr. Sunil Vishindas
Nagpal was appointed as Director w.e.f. 01st October, 2014 and 31st
July, 2014 respectively. Mr. Harishchandra Dhakatu Patade has resigned
as Directors of the Company w.e.f. 31st July, 2014.
The Board places on records its deep appreciation and respect for the
valuable advice and guidance received from Mr. Harishchandra Dhakatu
Patade during their tenure as Directors of the Company.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURT
During the year under review, except the penalty of Rs 15730/- paid to
Bombay Stock Exchange towards late fee for delay in submission of
Annual Report, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going
concern status of the Company and its operations in future.
ACKNOWLEDGEMENT:
Yours Directors take this opportunity to thank the Financial
Institutions, Banks, Business Associates, Central and State Government
authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to
the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to
your Company's performance. We applaud them for their superior levels
of competence, dedication and commitment to your Company.
By Order of the Board
For Yantra Natural Resources Limited
Sd/- Sd/-
Dhiresh Munver Sunil Nagpal
Managing Director Director
DIN - 02782239 DIN - 06799707
Place: Hyderabad
Date: 31st August, 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present their Annual Report on the
Business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2014
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31,
2014 is summarized below:
(Rupees in Lacs)
Particulars 2013-2014 2012-2013
Sales 3379.01 11986.11
Other Income 37.05 21.18
Total Income 3416.06 12007.29
Total Expenses 3386.47 12003.82
Profit/(Loss)Before Tax 29.59 3.47
Tax - -
Current Tax 8.00 1.65
Deferred Tax - (1.94)
Net Profit After Tax 21.59 3.76
The year was extremely challenging for the Company. Although the
volumes has decreased, but Company has been able to generate more
profit i.e. of Rs. 21.59 lacs (previous years Rs. 3.76 lacs), due to
cost control, better product mix & efficient management.
FUTURE OUTLOOK:
You r Company is currently focusing its resources in the business
segments of shares & securities. The Compa ny is also trying to venture
into profitable activities during the year, so as to have maximized
return of its capital.
DIVIDEND:
The Board of Directors does not recommend any Dividend for the year
under review
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary Company within the meaning of
section 4 of the Companies Act, 1956. Thus the Company is not required
to furnish a statement pursuant to the provisions of Section 212 of the
Companies Act, 1956.
ACCEPTANCE OF FIXED DEPOSTIS:
The Company has not accepted any Fixed Deposits from general public
within the purview of Section 58A, of the Companies Act, 1956, during
the year under review.
CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY:
During the year warrant holders have exercised their rights by
subscribing to the balance amount & hence Company has converted
124,51,00,000 warrants into equity shares of Re. 1/ each at a premium
of Rs. 2/- per share on 27th January, 2014.
The Company has also issued bonus shares to such warrant holders in the
ratio of 5:2 per share held. The Company has allotted 311,27,50,000
equity shares on 27th January, 2014 as bonus shares. All the above
mentioned shares were allotted to Non-Promoter category. The Paid-up
capital of the Company is 6280489250 equity shares of Re. 1/- each,
whereas last year it was 1922639250 equity shares of Re. 1/- each.
AUDITORS:
The Statutory Auditors, Mr. Chirag Mehta, Chartered Accountants, had
been appointed to hold office until the conclusion of the ensuing
Annual General Meeting; however he is also eligible for re- appointment
and his willingness for re- appointment have been intimated to the
Company well in advance. Further he has also confirmed that he is not
disqualified for re- appointment within the meaning of Section 141 of
the Companies Act, 2013 and his appointment, if made would be within
the limits specified in Section 139 of the said Act.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made there under, the current auditors of the Company,
Mr. Chirag Mehta, Chartered Accountants, is eligible to hold the office
for a period of Five years up to 2019.
The members are therefore requested to appoint Mr. Chirag Mehta,
Chartered Accountants as auditors for three years from the conclusion
of the ensuing annual general meeting till the conclusion of the annual
general meeting to be scheduled in 2019 subject to ratification at each
year AGM and to fix their remuneration for the year 2014-15.
AUDITORS REPORT:
The observations and comments furnished by the Auditors in their report
read together with the notes to Accounts are self- explanatory and
hence do not call for any further comments under Section 217 of the
Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the requirement of Section 217 (2AA) of the
Companies Act, 1956, the Board of Directors of the Company confirms:
i. In the preparation of the 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.
ii. That 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 the year ended 31st March, 2014.
iii That the Directors have taken sufficient and proper 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 material fraud and other
irregularities. And
iv. That the Directors have prepared the Annual Accounts on a going
concern basis.
v. There are no material changes & commitments, if any, affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the financial statements
relate & the date of the report.
vi That there no contracts or arrangement with related parties referred
to in sub-section (1) of section 188.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report.
A certificate from the Auditors of your Company regarding compliance of
conditions of Corporate Governance, as stipulated under clause 49 of
the Listing Agreement and a declaration by the Executive Director with
regard to Code of Conduct is attached to the Report on Corporate
Governance.
MANAGING DIRECTOR''S CERTIFICATE:
A Certificate from the Managing Director in respect of the Financial
Statements forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information relating to the conservation of energy, technology
absorption foreign exchange earnings and outgo under provisions of
217(1)(e) of the Companies Act, 1956 is not applicable to the Company,
considering the nature of its business activities. Further the Company
has not earned nor spends foreign exchange during the year under
review.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration
prescribed under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975. Thus furnishing
of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.
DIRECTORS:
During the year Mr. Harishchandra Dhakatu Patade was appointed as
Director w.e.f. 10th December, 2013 & he resigned on 31st July, 2014.
Mr. Rajeev Kumar Satpal and Mr. Sita Ram Mangla have resigned as
Directors of the Company i.e. 10th December, 2013. Mr. Sunil Vishindas
Nagpal was appointed as Additional Director of the Company i.e. 31st
July, 2014.
The Board places on records its deep appreciation and respect for the
valuable advice and guidance received from Mr. Rajeev Kumar Satpal, Mr.
Sita Ram Mangla and Mr. Harishchandra Dhakatu Patade during their
tenure as Directors of the Company.
ACKNOWLEDGEMENT:
Yours Directors take this opportunity to thank the Financial
Institutions, Banks, Business Associates, Central and State Government
authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to
the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to
your Company''s performance. We applaud them for their superior levels
of competence, dedication and commitment to your Company.
By Order of the Board
For Yantra Natural Resources Limited
(Formerly known as Shri Ganesh Spinners Limited)
SD/-
Place: Hyderabad. Dhiresh Munver
Date: August 26, 2014 Managing Director
DIN - 02782239
Mar 31, 2013
The Directors are pleased to present their Annual Report on tin-
Business and operations of the Company together wiih the Audited
Statement of Accounts for the year ended 3111 March. 2013.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31,
2013 is summnriiscd below:
(Rupees in Lacs)
Particulars . 2012-2013 2011-2012
Sales 11986.11 9194.37
Oilier Income 21.18 55.56
Total Income 12007.29 9249.93
Total Expenses 12003.83 9247.91
Profit/(Loss)Bcfore Tax 3.46 2.02
Tax - -
Current Tax 1.65 6.08
Deferred Tax (1.94) (1.75)
Net Profit After Tax 3.75 (2.31)
The year was extremely challenging for the Company, Although the
volumes has increased but high operational cost has adversely impacted
the Company''s margins and the Company could achieve a profit of Rs.
3.46 lacs (previous years Rs. 2,02 lacs).
FUTURE OUTLOOK:
Your Company is currently focusing its resources in the business
segments of textiles and investments on account of negative political
government policies which has vitiated the mining sector. The High
Court & Government restrictions & lack of clear policies in mining
sector. Company has stopped its mining activities till the business
environment is favorable.
The Company is also trying to venture into profitable activities during
the year, so as to have maximized return of its capital.
DIVIDEND:
The Board of Directors does not recommend. any Dividend for the year
under review
SUBSIDIARY COMPANIES:
The Company docs not have any subsidiary Company within the meaning of
3Cclion4 of the Companies Act, 1956. Thus IheCompany is not required to
furnish a statement pursuant to the provisions of Section 212 of the
Companies Act, 1956.
ACCEPTANCE OF FIXED DEPOSTTS:
The Company has not accepted any Fixed Deposits from general public
within the purview of Section 58A, of the Companies Act. 1956. during
the year under review.
CHANGE fN THE CAPITAL STRUCTURE OF THE COMPANY:
There has been changes in the Capital Structure of the Company during
the year under review The Authorized Share Capital has increased from
Rs. 75,00.00,000/- divided into 75,00,00,000 equity shares of Re. I/-
each to Rs. 650.00,00,000/- divided into 650,00,00,000 Equily Shares of
Re. IA each. Further the Paid- Up Share Capital of the Company has
increased from Rs. 54,93,25.500 divided into 54,93.25.500 equity shares
of Rs. 1/- each to Rs 192,26.39,250/- divided into 192,26.39,250 Equity
Shares of Re. I/- each. The Company has issued 137,33, 13,750 equily
shares of Rs. V- each as bonus shares in the ratio of 5:2. The Company
has also allotted 125. 00,00,000 convertible equity warrants of Rs. 3
/- each tp Non-Promoters on preferential basis and Re. 0.75 / - per
warrants was received as allotment money amounting to Rs.
93,75,00.000/-.
OTHER CORPORATE INFORMATION:
The warrants holders of 1327500 have failed to exercise their right to
convert warrants into equily by making the balance payment; hence the
Company has forfeited these warrants and transferred the same to
Capital Reserve. At [he end of [he year. Company has 125. 00, 00,000
warrants to be converted into equity sliares by tlw warrants holder by
making the balance payment.
AUDITORS:
The Statutory Audilors. Chirag Mehta, had been appointed to hold office
until the conclusion of the ensuing Annual General Meeting; however he
is also eligible for re- appoinlment and his willingness for re-
appointment have been intimated to the Company well in advance. Further
he has also confirmed that he is not disqualified for re-appointment
within the meaning of Section 226.0 f I he Companies Aci, 1956 and his
appointment, if made would be within the limits specified in Section
224(LB) of the said Act.
Ill us you arc requested to re- appoint him for the ensuring year (ill
the conclusion of the next Annual General Meeting of the Company.
AUDITORS REPORT:
The observations and comments furnished by the Auditors in their report
road together with the notes to Accounts are self- explanatory and
hence do not call for any further comments under Section 217 of the
Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the requirement of Section 217 (2AA) of the
Companies Act. 1956. the Board of Directors of the Company confirms
i. In The preparation of The annual accounts for the financial year
ended 31*1 March. 2013 the applicable accounting standards have been
followed along with proper explanation relating to material departures,
ii. That 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 slate
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the yc:ir ended 31" March. 2013
iii. That the Directors have taken sufficient and proper 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 material fraud and other
irregularities. And
iv, Thai the Directors have prepared the Annual Accounts on a going
concern basis.
CORPORATE GOVERNANCE:
As per Clause 40 of the Listing Agreement with the Slock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Auditor confirming
compliance forms a part of this Report.
MAMNG1NG DIRECTOR''S CERTIFICATE:
A Certificate from the Managing Director in respect of the Financial
Statements forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Hxchanges in India, is presented in a separate section forming part of
the Annual Report.
CONSKRVATfON OF ENERGY.TECHNOLOGY ABSORPTIONS AMD FPRlHiN KXCH AJS[QE
EARNINGS AND OUTGO:
The information relating to llie conservation of energy, technology
absorption foreign exchange earnings arid outgo under provisions of
217( I }(e) of the Companies Act, 1956 rs not applicable to the
Company, considering the nature of its business activities. Further the
Company has not earned nor spends foreign exchange during the year
under review.
PARTICULARS OF EMPLOEES:
None of the employees of the Company is in receipt of remuneration
prescribed under Section 2l7(2A)of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975. Thus furnishing
of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.
DIRECTORS
During the year Mr. Pawan Kumar and Mr. Suresh Bansal have resigned as
Directors of the Company w,e,f. 1" September, 2011. Mr, Omprakash
Chugh was appointed as Additional Director of the Company w.e.f. 15
February. 2013, however he tendered his resignation as Director of the
Company w.e.f. I* June, 2013 and the Board has accepted his
resignation.
The Board places on records its deep appreciation and respect for the
valuable advice and guidance received from Mr, Pawan Kumar, Mr. Suresh
Bansal and Mr. Omprakash Chugh during their tenure as Directors of the
Company.
ACKNOWLEDGEMENT:
Yours Directors lake this opportunity to thank the Financial
Institutions, Banks, Business Associates, Central and State Government
authorities. Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to
the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to
your Company''s performance. We applaud them for their superior levels
of competence, dedication and commitment to your Company.
By Order of the Board
For Yantra Natural Resources Limited
(Formerly known"as Shri Ganesh Spinners Limited)
Sd/-
Place: Hyderabad. Dhiresh Munver
Date: 28* August. 2013 Managing Director
Mar 31, 2012
The Directors present their Annual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31st
March, 2012.
FINANCIAL RESULTS AND OPERATIONAL PERFORMANCE:
(Rupees in Lacs)
Particulars 2011-2012 2010-2011
Sales 9194.37 5348.74
Other Income 55.56 26.99
Total Income 9249.93 5375.73
Total Expenses 9247.91 5336.78
Profit Before Tax 2.02 38.96
Tax
Current tax 6.08 7.22
Deferred Tax (1.75) (1.42)
Net Profit After Tax (2.31) 33.16
The Industry is going through a challenging phase amidst global
economic slowdown. The performance of the Indian Textile Industry has
been under tremendous pressure over the last two years owing to intense
competition, significant debt-funding capacity, Technology up-
gradation and increasing costs. The credit profiles of Textile
Companies have become increasingly stressed over the last one year,
following significant contraction of demand for textile products in the
key markets of the United States (US) and Europe thereby resulting in
severe stress for the Companies operating in the segment to maintain
its margins.
However we are pleased to inform you that even against this background,
your Company was in a position to clock overall revenues to the tune of
Rs. 9249.93 lacs as against 5375.73 in the preceeding financial year
thereby registering a growth of about 71.89%. However, the high
operational cost has adversely impacted the Company''s margins and thus
the Company could yield an overall profit of mere Rs. 2.02 lacs.
Your directors are hopeful that with the revival of the industry and
the overall economy, the Company would be in a position to generate
higher returns for the shareholders and the stakeholders at large. You
are requested to uphold your faith in the potential of the Company.
FUTURE OUTLOOK:
Your Company is currently focusing its resources in the business
segments of textiles and investments on account of negative political
government policies which has vitiated the mining sector and
significant slowdown with order book drying up and nose diving margins
facing the infrastructure segment.
However, there is a ray of hope that the situation shall improve in the
future and thus the Company shall initiate operations in these segments
in the years to come.
DIVIDEND:
Your Directors intend to build the reserves of the Company for future
expansion activities and thus do not recommend Dividend for the year
under review.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary Company within the meaning of
section 4 of the Companies Act, 1956. Thus the Company is not required
to furnish a statement pursuant to the provisions of Section 212 of the
Companies Act, 1956.
ACCEPTANCE OF FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from general public
within the purview of Section 58A, of the Companies Act, 1956, during
the year under review.
CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY
There has been no changes in the Capital Structure of the Company
during the year under review and thus the Authorized Share Capital
stands at Rs. 75,00,00,000/- divided into 75,00,00,000 Equity Shares
of Re. 1/- each. Further the Paid- Up Share Capital of the Company
stands at Rs. 54,93,25,500/- divided into 54,93,25,500 Equity Shares
of Re. 1/- each.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company has been shifted from
House No. 8-3-678/66, First Floor, Pragati Nagar, Yousfguda, Hyderabad-
500 045, to House No. 1-2-29/45/A4, Nandamuri Nagar Lane, Nizampet
Road, Hydernagar, Kukutpally Municipality, Hyderabad- 500 072 with
effect from 14th May, 2012.
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS:
In accordance with the provisions of section 257 of the Companies Act,
1956, Mr. Rajeev Kumar, Mr. Girish Aggarwal Mr. Rajinder Singla,
Directors of your Company retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company. The Proposals
regarding the re- appointment of the aforesaid Directors are placed for
your approval. Your Directors commends their appointment for their
approval. None of the Directors, except Mr. Rajeev Kumar, Mr. Girish
Aggarwal Mr. Rajinder Singla, are interested or concerned in the
resolution.
Further, the term of office of Mr. Dhiresh Munver, the present Managing
Director of the Company expires on 29th September, 2012. However he has
played a pivotal role in steering the Company through multiple
challenges, enabling it to sustain growth even in these turbulent
market conditions. The proposal regarding his re- appointment has been
placed for your approval. You are requested to re- appoint him for a
further tenure of 3 years. None of the Directors, except Mr. Dhiresh
Munver himself is interested or concerned in the resolution.
Also on 1st September, 2012, Mr. Suresh Bansal and Mr. Pawan Kumar have
placed their resignations before the Board and the same has been duly
taken on record by the Board. The Board wishes to place on record their
appreciation for the services rendered by them as the Directors of the
Company and wishes them luck for all their future endevours.
OTHER CORPORATE INFORMATION
The Convertible Equity Warrants there were issued by the Company in
terms of the provisions of Chapter VII of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009 to various allottees on
preferential basis, are due to expire by 1st September, 2012. Since the
Company has not received the pending amount for conversion of the
Balance Warrants the Company is in the process of forfeiture of the
upfront money received upon allotment of the Warrants to
Warrantholders.
AUDITORS:
The Statutory Auditors, Chirag Mehta, had been appointed to hold office
until the conclusion of the ensuing Annual General Meeting; however he
is also eligible for re- appointment and his willingness for re-
appointment have been intimated to the Company well in advance. Further
he has also confirmed that he is not disqualified for re- appointment
within the meaning of Section 226 of the Companies Act, 1956 and his
appointment, if made would be within the limits specified in Section
224(1B) of the said Act.
Thus you are requested to re- appoint him for the ensuring year till
the conclusion of the next Annual General Meeting of the Company.
AUDITORS'' REPORT:
The observations and comments furnished by the Auditors in their report
read together with the notes to Accounts are self- explanatory and
hence do not call for any further comments under Section 217 of the
Companies Act, 1956.
DIRCTORS'' RESPONSIBILITY STATEMENT:
In accordance with the requirement of Section 217(2AA) of the Companies
Act, 1956, the Board of Directors of the Company confirms:
i. In the preparation of the Accounts for the financial year ended
31st March, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii. 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 as at 31st March, 2012 and of the profit of the Company
for the year ended 31st March, 2012;
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 of the Company on a
''going concern'' basis.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Auditor confirming
compliance forms a part of this Report.
MANAGING DIRECTOR''S CERTIFICATION:
A Certificate from the Managing Director in respect of the Financial
Statements forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information relating to the conservation of energy, technology
absorption foreign exchange earnings and outgo as required to be
disclosed under the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules 1988, is given in Annexure forming
part of this Report.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration
prescribed under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975. Thus furnishing
of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.
ACKNOWLEDGEMENT:
Yours Directors take this opportunity to thank the Financial
Institutions, Banks, Business Associates, Central and State Government
authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to
the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to
your Company''s performance. We applaud them for their superior levels
of competence, dedication and commitment to your Company.
By Order of the Board
For Yantra Natural Resources Limited
(Formerly known as Shri Ganesh Spinners Limited)
sd/-
Place : Hyderabad. Dhiresh Munver
Date : 1st September, 2012 Managing Director
Mar 31, 2011
To The Shareholders of Yantra Natural Resources Limited
(Formerly known as Shri Ganesh Spinners Limited)
Financial Results:
The financial performance of the Company, for the year ended March 31,
2011 is summarized below
Particulars 2010-2011 2009-2010
Rs. Rs.
Sales/Other Income 537,572,855.55 11,758,500.70
Total Expenditure 533,677,757 8,869,378
Profit before tax and appropriation 3,895,098.35 2,889,123.51
Depreciation 1112482 1244000
Profit after Tax 3315169.30 2442754
Results of Operations and Future Outlook:
Your Company has performed exceptionally well during the year under
review. The overall income from operations recorded a whooping increase
of Rs. 525,814,354.85 as compared to the preceding previous year. This
was also accompanied by an increase in the Net Profit of the Company
which recorded an increase of about 35% vis-a-vis the preceding
previous year.
Further your Company is also exploring various options of diversifying
its Business Operations and with this end in view it has also sought
the approval of the Members to alter the object Clause of the
Memorandum of Association to include therein the objects of investment,
infrastructure and Mining and related activities.
Your Directors anticipate better prospects in the upcoming years and
are of the opinion that this move of the Company would prove to be of a
great boon to its operations which would also enable it to achieve
higher echelons of success.
Dividend:
In order to strengthen the financial base of the Company your Directors
are of the opinion that no dividend be declared for the year under
review.
Audit Committee:
The Company has duly constituted its Audit Committee pursuant to the
provisions of Section 292A of the Companies Act, 1956 & Clause 49 of
the Listing Agreement.
Acceptance Of Fixed Deposits:
The Company has not accepted any fixed deposits from general public
within the purview of Section 58A, of the Companies Act, 1956, during
the year under review.
Changes in the Composition of Board of Directors
There have been no changes in the composition of Directors of your
Company during the year under review. However in accordance with the
provisions of section 257 the Companies Act, 1956, Mr. Girish Kumar
Aggarwal and Mr. Pawan Kumar, Directors of your Company retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company.
The Proposals regarding the re- appointment of the aforesaid Directors
are placed for your approval. Your Directors commends their appointment
for their approval.
None of the Directors, except Mr. Girish Kumar Aggarwal and Mr. Pawan
Kumar are interested or concerned in the resolution.
Change of Name
During the year under review, the members, in the Extra Ordinary
General Meeting held on 15th February, 2011, approved & passed the
special resolution for change of name from
"SHRI GANESH SPINNERS LIMITED"
To
"YANTRA NATURAL RESOURCES LIMITED"
Further an approval to the aforesaid change of name was received from
the Registrar of Companies on 23rd March, 2011.
Addition of new Object
Your Company was operating in the business of Textiles and Textiles
related activities. However, pursuant to the resolution passed by the
Members by way of Postal Ballot, (the results of which were declared by
the Chairman in the Board Meeting of the Company held) on 6th October,
2010, your Company decided to venture in the new stream of Business of
constructing, reconstructing, altering, improving, decorating,
furnishing and various other activities related to construction work.
Thus, the Objects Clause of the Memorandum of Association of the
Company was accordingly amended to include therein the aforesaid
addition of object.
In addition to this, the Members in their Extra- Ordinary General
Meeting held on 15th February, 2011 have accorded their approval to
modify the object clause of the Company to include there in the object
of mining, processing and dealing in all major and minor minerals,
precious, semiprecious and valuable stones; to carry on the business of
generation and production of electric power for generation of
electricity through Hydroelectric energy, Geothermal energy, etc; to
carry on the business as finance Company and to carry on the business
of an investment company, etc
Details of Change in the Registered Office
- Change from the State of Haryana to Hyderabad
During the year under review, the members approved & passed the special
resolution by way of Postal Ballot for the shift in Registered Office
of the Company from
G.T. Road, Karnal Store Village, Simla, Molana Road, Panipat, Haryana-
132 103
To
- 584/ 5/ B, Plot No. 51, Road no. 9, Banjara Hills, Hyderabad- 500 034
And the results of the aforesaid Postal Ballot were declared by the
Chairman in their meeting held on 7th October, 2010.
Further, an order for approval of the said change of Registered Office
was received from the Company Law Board on 25th March, 2011.
_ Change within the State of Hyderabad:
Further on 1st September, 2011, the Board of Directors of your Company
decided to shift the Registered Office from
"2- 584/ 5/ B, Plot No. 51, Road no. 9, Banjara Hills, Hyderabad- 500
034."
To
"House No. 8- 3- 678/66, 1st Flr., Pragati Nagar, Yousfguda, Hyderabad-
500 045."
Disclosure of Changes in the Capital Structure
The Authorized Share Capital of your Company has increased from
50,00,00,000 (Rupees Fifty Crores) divided into 50,00,00,000 (Fifty
Crores) Equity Shares of Re. 1/- (Rupee One only) to Rs. 75,00,00,000
(Rupees Seventy Five Crores only) divided into 75,00,00,000 (Seventy
Five Crores) Equity Shares of Re. 1/- (Rupee One only) pursuant to the
Special Resolution passed by the Members on 15th February, 2011.
Further the paid- up Capital of your Company stands at 54,93,25,500
(Rupees Fifty Four Crores Ninety Three Lacs Twenty Five Thousand and
Five Hundred only ) divided into 54,93,25,500 (Fifty Four Crores Ninety
Three Lacs Twenty Five Thousand and Five Hundred only) Equity Shares of
Rs. 1/- each pursuant to the Conversion of 9,86,72,500 Warrants into
Equity Shares on 31st March, 2011.
Proceeds of Preferential Allotment:
During the year, your Company allotted 9,86,72,500 Equity Shares in
lieu of Convertible Warrants to entities forming part of Non- Promoter
Group, on a Preferential Basis.
The proceeds received from the aforesaid issue shall be utilized in
chalking out various growth opportunities in the different segments,
working capital requirements and for other general corporate purposes.
As the said amount would be used for the stated purposes over a period
of time. The Company, in line with its business policy, has utilized
the unused part of the issued amount towards strategic investments and
treasury operations.
Auditors
Mr. Chirag Mehta, Auditor of your Company retire at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
As required under the provisions of section 224(1B)of the Companies
Act, 1956, your Company has obtained a written certificate from the
Auditors to the effect that their re- appointment, if made, would be in
conformity with the limits specified in the said section.
You are requested to re- appoint them for the ensuing financial year.
Auditors'' Report
The Auditors'' Report to the shareholders on the Accounts of the Company
for the financial year ended March 31, 2011 does not contain any
qualification.
Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Auditors confirming
compliance forms a part of this Report.
Managing Director''s Certification
A Certificate from the Managing Director in respect of the Financial
Statements forms part of the Annual Report.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
Disclosure Of Material Changes Since The End Of The Financial Year
Ended 31st March, 2011
There has not been any material change in the nature of business or
operations of the Company since the end of the financial year ended
31st March, 2011 till the date of this Annual 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 the accounts for the Financial Year ended 31st
March, 2011; the applicable Accounting Standards have been followed
along with proper explanation relating to material departures.
_ 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 the profit of the
Company for the year under review;
_ The Directors have taken proper and sufficient care for the
maintenance of the 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;
_ The Directors have prepared the Accounts for the Financial Year ended
31st March, 2011 on a going concern basis.
Particulars of Employee
None of the employees of the Company is in receipt of remuneration
prescribed under Section 217(2A) of the Companies Act, 1956, read with
the Companies (particulars of employees) Rules, 1975. Thus furnishing
of particulars under the Companies (particulars of employees) Rules
1975 does not arise.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information relating to the conservation of energy, technology
absorption foreign exchange earnings and outgo as required to be
disclosed under the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules 1988, is given in Annexure forming
part of this Report.
Environment and Safety
Saving valuable resources is good for all of us, but it''s even more
appealing when you realize that it''s good for your own pocketbook too.
Your Company is conscious of the importance of environmentally clean
and safe operations. The Company''s requires the conduct of all
operations in such manner so as to ensure safety of all concerned,
compliance of statutory and industrial requirements for environment
protection and conservation of natural resources to the extent
possible.
Industrial Relations
The industrial relations continued to be generally peaceful and
cordial.
Appreciation and Acknowledgement
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders- Clients, Financial
Institutions, Banks, Central and State Government 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 progress.
By order of the Board of Directors
For Yantra Natural Resources Limited
(Formerly known as Shri Ganesh Spinners Limited)
sd/-
Dhiresh Munver
Place : Hyderabad Managing Director
Date : September 1, 2011.
Mar 31, 2009
The Directors have pleasure in presenting the XMth Annual Report
together with audited account for the year ended on 31 st
march 2009.
FINANCIAL RESULTS The financial results for the year ended on March
31,20C9 are as under :-
Particulars Year Ended Year Ended
31.03.2009 31.03.2008
1 Net Sales 527.15 808.45
2 Other Income 1.44 1.71
3 Total Expenses
(a) Increase/decrease in stock in trade 5.11 1.58
(b) Material Consumed 389.23 641.97
(c) Staff Cost 5.45 6.86
(d) Other Expenses 88.09 102.39
4 Interest & Financial Charges 13.18 17.22
5 Deprecation & Misc. Exp. Written oft 26.51 39.52
6 Profit before Tax 1.02 0.63
7 Provision for taxation (including F.D.T.) 0.14 0.12
8 Net Profit after tax 0.88 0.52
9 Paid up Equity ShafeCapital 506.53 506.53
10 Revetiue Reserve. (43.01) (43.83)
11 E.P.S. 0.02 0.01
12 CashE.PS. 0.54 0.79
13 Book Value per Share 9.15 9.13
COMPANY PERFORMANCE
During the year ended on March 31st, 2009, the company ha&achieved
turnover or Rs.527.15 Lacs as compared to previous year of Rs. 808.45
lacs. The company has earned profit before tax of Rs 1.02 Lacs in
comparison to profit of Rs 0.63 Lads in the ytar 2007-08.
DIRECTORS
Sh.GIRISH KUMAR and Sh. PAWAN KUMAR, directors, who retire by rotation
at the ensuing Annual General Meeting and being eligible offer merhself
fore-appointment,
DIRECTORS RESPONSIBILITY STATE MENT
Persuantto the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Staterr,ent, it is
hereby confirmed :
(i) That in the preparation of the annual
accounts-fortbeJinaueiaLyearended on 31st March, 2009 the applicable
accounting standards had been followed alongwith proper explanation
relating to material departure, if any.
(II) That iho dlrecloro had selected such accounting policies and
applied them consistently and niadajudfcjainonls and estimates that
wero 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 josa of the company for the year under review.
fw) That the directors had prepared the accounts for the financial year
ended, on 31st March 2009 on a* going concern* basis.
AUDITORS
Manlsfi Jain & Associates,Chartered Accountants, auditors of the
company hold office till the conclusion of ensuring Annual General
Meeting and are eligible for reappointment. The company has received a
letter from Maritsh Jain & Associates to the effect that their
appointment as Auditors, if made, would be with in limits under section
224(I-B) of the Companies Act, 1956.
COST AUDITORS
Persuant to the order of the Ministry of Law. Justice & Company
Affairs, Govt of Jndfaforthe appointment of Cost Auditors, Sanjay Gupta
& Co., Cost Accountants were, appointed as Cost Auditors for the
Financial Year 2008-09.
CORPORATE GOVERNANCE
The Corporate Governance Report as prescribed under the amended
provisions of the Listing Agreement, form part of this Annual Report
PUBLIC DEPOSITS
The company has not invited for accepted any deposit during the year
with in the meaning of section 58>A ofthe Companies Act, 1956.
PARTICULARS OF EMPLOYEES .
No employee is covered under section 217(ZA) of the Companies Act, 1956
read with. Companies (Particulars of employees) Rules, 1975.
OTHER PARTICULARS
The provisions relating to the conservation of energy and technology
absorption as required to be disclosed by section 217(l)(e) ofthe
Companies Act, 1956 are given in the Annexure-I attached herewith.
During theyear, there is no inflow or outflow of foreign exchange.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the
co-operation and support extended by the government authorities,
banker, share holders & members & staff all the levels.
By the order of the Board
FOR SHRIGANESHSPINNERS LIMITED
MAHESH KR.
JAIN CHAIRMAN,
CUM MANAGING
DIRECTOR
PANIPAT: MAY 26,2009
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