Notes to Accounts of Yantra Natural Resources Ltd.

Mar 31, 2015

1. Company Overview :-

Yantra Natural Resources Ltd is an India-based company & having registered office at Hyderabad. The Company is engaged in the business of Trading of Textile Products & Consulting in Mining & Infrastructure sectors and in addition the company offers Equity Participation, providing Loans & Advances etc.

2.1 * Issued and paid up capital includes 448,60,63,750 No of shares issued as bonus shares during last five years.

2.2 Terms/Rights attached to equity shares and Convertible Equity Warrants:

i) The Company has only one class of share capital, i.e. equity shares having face value of Re.1/- per share. Each holder of equity share is entitled to one vote per share, The equity shareholders are entitled to receive dividends as and when declared.

ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all prefrencial amounts. The distribution will be in proportion to the no. of equity shares held by the shareholder.

iii) The Warrants holder has option to convert each warrant held by them into One Equity Share, at any time after the date of allotment but on or before the expiry of 18 months from the date of allotment, in one or more tranches.

iv) The Warrant holder(s) shall, on/before the date of allotment of Warrants, pay an amount equivalent to at least 25% of the total consideration per warrant.

v) he Warrant(s) are transferable, however, a transfer shall be considered valid only if the same has been registered with the company and shall be subject to provision of all applicable SEBI Guidelines viz. SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2009 etc.

vi) The warrants outstanding at the expiry of the Warrants exercise period shall expire and the 25% of the total consideration per warrants shall stand forfeited.

vii) The Warrant Holder shall be entitled to any future Bonus issue(s) of Equity Shares or any other security (ies), in the same proportion and manner as any other shareholder of the company.

This entitlement is however subject to the exercise of the option by the warrant holder (s) to convert the warrants into Equity shares within the time limit specified in (iii) above.

viii) The number of Warrants and the price per warrant shall be appropriately adjusted, subject to the companies Act, 1956 and SEBI Guidelines, for other corporate actions such as, stock split, consolidation, demerger and transfer of undertaking, sale of a division or any such capital or corporate restructuing.

ix) The Equity Shares so issued in lieu of the Warrants shall rank pari-passu in all respects with the existing Equity Shares of the Company.

x) The Equity Shares so issued upon conversion of the Warrants shall be subject to the relevant lock-in requirements as mentioned under chapter VII of the SEBI ( ICDR ) Regulations, 2009.

3. CONTINGENT LIABILITIES & COMMENTS

a ) Guarantee Given by the Company's banker as at March 31, 2015 is Rs.Nil ( previous year : Rs.Nil )

4. RELATED PARTY TRANSACTION

a) Key Managerial Person

Dhiresh Uttamchand Munver Managing Director

Rajendra Paul Singla Director

Girish Kumar Aggarwal Director

Vijay H Devlekar Director

Devendra Bhimanna Madesh Director

Srikanth Ginjupalli Director

Harishchandra Dhakatu Patade Additional Director (resigned on 31/07/2014)

Reshma Rajesh Malagavakar Additional Director

Director Sunil Vishindas Nagpal

5. The previous year figures have been regrouped, rearranged wherever necessary.

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Mar 31, 2014

1.* Issued and paid up capital includes 448,60,63,750 No of shares issued as bonus shares during last five years

2. Convertible Equity Warrants Issue under option :

During the year 933825000 Nos Convertible Equity Warrants had been convereted in to equity shares.

The Equity Shares so issued upon conversion of the Warrants shall be subject to the relevant lock-in requirements as mentioned under chapter VII of the SEBI ( ICDR ) Regulations, 2009.

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.

3. Class of Share Capital

i) The Company has only one class of share capital,i.e.equity shares having face value of Re.1/- per share. Each holder of equity share is entiltled to one vote per share, The equity shareholders are entitled to receive dividends as and when declared.

ii) In the event of liquidation of the Company,the holders of equity shares will be entiteld to receive remaining assets of the Company,after distribution of all prefrencial amounts.The distribution will be in proportion to the no.of equity shares held by the shareholder *

* The Company has not received any memorandum (as required to be filed by the Supplier with the notified authority) under the Micro, Small and Medium Enterprises Development Act, 2006 claiming their status as on 31st March 2014 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is NIL

4 Contingent Liabilities & Comments

* a ) Guarantee Given by the Company''s banker as at March 31,2014 is Rs.Nil ( previous year : Rs.Nil )

5 The previous year figures have been regrouped, rearranged wherever necessary.

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Mar 31, 2012

1 * Issued and paid up capital includes 19,23,10,000 No of shares issued as bonus shares during last five years

2 Convertible Equity Warrants Issue under option :

In previous year 10,00,00,000 Nos Convetible Equity Warrants had been alloted to various allotees on preferential basis with each warrants convertible into one Equity Shares at Rs.15/- which includes the warrant holder but not in any case more than 18 months from the date of allotment. Out of which 98672500 Convertible Equity Warrants converted into Equity shares during the year as the holder has exercise option of conversion. There is no allotment has been taken place during the current year.

3 Terms/Rights attached to equity shares and Convertible Equity Warrants :

i ) The Company has only one class of share capital,i.e.equity shares having face value of Re.1 per share.Each holder of equity share is entiltled to one vote per share, The equity shareholders are entitled to receive dividends as and when declared.

ii) In the event of liquidation of the Company,the holders of equity shares will be entiteld to receive remaining assets of the Company,after distribution of all preferential amounts.The distribution will be in proportion to the no.of equity shares held by the shareholder

iii ) The Warrants holder has option to convert each warrant held by them into One Equity Share,at any time after the date of allotment but on or before the expiry of 18 months from the date of allotment,in one or more tranches.

iv ) The Warrant holder(s) shall,on/before the date of allotment of Warrants,pay an amount equivalent to at least 25% of the total consideration per warrant.

v) The Warrant(s) are transferable,however,a transfer shall be considered valid only if the same has been registered with the company and shall be subject to provision of all applicable SEBI Guidelines viz. SEBI ( Substantial Acquisition of shares and takeovers ) Regulations, 2009 etc.

vi) The warrants outstanding at the expiry of the Warrants exercise period shall expire and the 25% of the total consideration per warrants shall stand forfeited.

vii) The Warrant Holder shall be entitled to any future Bonus issue(s) of Equity Shares or any other security (ies), in the same proportion and manner as any other shareholder of the company. This entitlement is however subject to the exercise of the option by the warrant holder (s) to convert the warrants into Equity shares within the time limit specified in ( iii) above .

viii ) The number of Warrants and the price per warrant shall be appropriately adjusted, subject to the companies Act, 1956 and SEBI Guidelines, for other corporate actions such as , stock split, consolidation, demerger and transfer of undertaking , sale of a division or any such capital or corporate restructuring .

ix ) The Equity Shares so issued in lieu of the Warrants shall rank pari-passu in all respects with the existing Equity Shares of the Company.

x ) The Equity Shares so issued upon conversion of the Warrants shall be subject to the relevant lock-in requirements as mentioned under chapter VII of the SEBI ( ICDR ) Regulations, 2009.

* The Company has not received any memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006 claiming their status as on 31st March 2012 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is NIL

4.1 Contingent Liabilities & Comments

a) Guarantee Given by the Company''s banker as at March 31, 2012 is Rs.NIL ( previous year : Rs. NIL )

4.2 The previous year figures have been regrouped, rearranged wherever necessary.

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Mar 31, 2011

A. During the year the company has shifted the register office from the State of Haryana to the State of Andhra Pradesh and the same has been approved by order of the Company Law Board New Delhi Bench on 1st day of March 2011.

b. During the year the name of the Company has change from "SHRI GANESH SPINNERS LTD to YANTRA NATURAL RESOURCES LTD" and necessary approval received from Registrar of Companies, National Capital Territory of Delhi and Haryana, Notification No.G.S.R 507(E) dated 24/06/1985 vide SRN B07290497 dated 23/03/2011.

c. On 15th February 2011 at EGM the company has increased authorized capital from 50 crores to 75 crores (Previous Year from 6 crores to 50 crores).

d. On 2nd March, 2011, allotted 10,00,00,000 Nos Convertible Equity Warrants to various allottees on a preferential basis with each warrants convertible into one equity share of Re.1/- each at a price of Rs.15/ per share, (which includes a premium of Rs.14/-) at the sole option of warrants holder but not in any case more than 18 months from the date of allotments. The Company had received Rs.37,50,00,000/- being 25% of the exercise price of the resultant equity shares.

On 31st March,2011 the Company has converted 9,86,72,500 Nos convertible equity warrants into 9,86,72,500 equity shares having face value of Re.1/- each at the premium of Rs.14/- per share on exercising option by the various allottees along with balance amount of Rs.1,11,00,65,625/- @ Rs.11.25/-(75% of Rs. 15/-).

e. The Company did not have any transactions with small scale industrial (SSI) undertaking during the year ended march 31st, 2011 and hence there is no amounts due to such undertakings the identification of SSI undertaking is based on the management''s knowledge of their status.

The Company has not received any information from the suppliers regarding their status under the Micro, Small and Medium Enterprises development Act 2006 and hence disclosures if any, relating to amount unpaid as at the yearend together with interest paid/payable as required under the said Act have not been furnished.

f. Sundry Debtors, Creditors, Loans & Advances are stated at the ordinary course of business. In case of irrecoverable, un-reconciled, inter party of sundry debtors, creditors, loans & advances are stated as per management''s decision and are subject to confirmation.

g. As per information and explanation given by the Management, Advances given to various parties are in nature of Business advances, hence no interest has been provided during the year. We have been further informed by the management, that during the year no loans and advance have been given to any director/s, relatives and under the same management concerns directly or indirectly.

h. Expenditure in respect of which third party evidences were not produced for our verification, are verified from vouchers prepared and certified by the management and as recorded in the books.

i. Investment in shares whether Quoted or Unquoted and Share Application Money is stated at cost subject to verification of certificates and application.

j. The various balances (Debit and Credit) appearing in the Balance sheet are unconfirmed and are stated as certified by the Management and as recorded in the books.

b) Related Parties with whom company has transactions-

i. Arj Impex Pvt Ltd.

ii. Sanguine Media Ltd.

k. Deferred Revenue Expenses :- Expenses Incurred for raising capital have been treated as deferred revenue expenses and showed under the head Miscellaneous Expenses (Assets). The same has been written off over a period of five years Total Expenses incurred is Rs. 12,65,000/- 20% written off Rs. 2,53,000/- and 20% of 22,58,549/- Rs. 4,51,710/-. (Previous Year-NIL).

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Mar 31, 2009

1 CONTINGENT LIABILITY NOT PROVIDED FOR NIL NIL

The management of the company recognizes the Corporate Gcvemar.ce for the highest levels of transparency, accountability as well as protection of shareholders Interest The code of corporate governance is to be mandatory for the year ended on 31.03.20OS In acccrdsr.ee with the clause 49 of the listing agreement witn the ctock exchanges, the de- tails cf compliance by the company are as under:-

2 Parties Balances are subject to confirnation

3 Previous Year Figure-have been regrouped/rearranged whereever necessary to make them comparable with current year figures.

4 The company has provided income lax under MAT Scheme though it 13 not leviable on company normal income tax rates.