BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS TO. THE MEMBERS, Your directors have pleasure in presenting their 33,d Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015 State of Company's Affairs and Future Outlook During the year under review, the company has achieved a sales turnover of Rs. 1024 65 Lacs as compared to Rs 1169.97 Lacs for the previous year The company has however suffered Cash loss of Rs 194.86 Lacs as compared to Cash profit of Rs 63.81 Lacs for the previous year due to heavy recession in the market Dividend Since the Company has incurred losses during the year, no dividend is recommended for the year under review Amounts Transferred to Reserves Since the company has suffered losses during the year under review, the company has not transferred any amount to Reserves Changes in Share Capital The paid up Equity Share Capital as on March 31. 2015 was Rs. 336.28 Lacs During the year under review the company has not issued any shares or any convertible instruments. Extract of Annual Return The extract of Annual Return, in format MGT -9. for the Financial Year 2014-15 is attached with this report Number of Board Meetings During the year under review Board of Directors met 20 times and there was one meeting of independent directors of the company, the details of which are mentioned given in Corporate Governance Report. The provisions of Companies Act. 2013 and listing agreement were adhered to while considering the time gap between two meetings Particulars of Loan, Guarantees and Investments under Section 186 The company has not given any loan or given guarantee for loans taken by others from banks or financial institutions during the year The company has not invested any amount during the year HUMAN RESOURCES The well disciplined workforce which has served the company for three decades lies at the very foundation of the company's major achievements and shall well continue for the years to come The management has always carried out systematic appraisal of performance and imparted training at periodic intervals The company has always recognized talent and has judiciously followed the principle of rewarding performance RELATED PARTY TRANSACTIONS There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act. 2013 However, there were certain related party transactions in terms of clause 49 of the listing agreement which were entered into on an arm's length basis and were in the ordinary course of business There are no materially significant related party transactions made by the Company with Promoters. Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) Rules. 2014 is annexed Details of Subsidiary, Joint Venture or Associates The company has no subsidiary. Joint Ventures or associate companies Risk Management Policy Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business In order to achieve the key objective the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues In today s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business VIGIL MECHANISM / WHISTLE BLOWER POLICY In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy This policy is explained in corporate governance report and also posted on the website of company DIRECTORS & COMMITTEES During the year under review. Smt Jyoti Dhawan. was appointed in the category of women Director of the company but due to her pre-occupations she resigned Her resignation was accepted in the meeting of the Board of Directors held on 21 05.2015 At the 32nd Annual General Meeting of the company held on 30-09-2014 the company had appointed the existing independent director Sh Bharat Bhushan Jain (DIN 00277472). Sh Sanjay Arora (DIN 00277500), Sh. Anil Kumar Bansal (DIN 00277523) as independent directors-under the Companies Act, 2013 for 5 consecutive years for a term upto 31.03.2019 During the year under review. Smt Veena Vahi (DIN 07191193) was appointed as an additional Director in the category of Woman Independent Director in the meeting of the Board of Directors held on 21.05 2015 All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act. 2013 and clause 49 of listing agreement. In accordance with the provisions of Companies Act, 2013 Sh Aayush Dhawan (DIN: 00277485). Director retires by rotation and being eligible offers himself for re-appointment. Smt. Veena Vahi (DIN 07191193) and Sh. Ajay Puri (DIN 07191198) who were appointed as Additional Directors in the category of non-executive, in the meeting of the Board of Directors held on 21.05.2015 hold office up to the date of ensuing Annual General Meeting and are eligible for reappointment BOARD EVALUATION Pursuant to the provisions of Companies Act. 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors. Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. DEPOSITS The Company has not accepted any deposits during the year and no deposits remained unpaid or unclaimed as at the end of the year under review and there has been no default in the repayments of deposits. AUDIT COMMITTEE The company has constituted the audit committee and presently has the following directors Mr B B. Jain : Chairman and Independent Director Mr. Sanjay Arora Member and Independent Director Mr. Anil Bansal : Member and Independent Director NOMINATION AND REMUNERATION COMMITTEE The company has constituted Nomination and Remuneration Committee and presently has the following directors: Mr. B. B. Jain : Chairman and Independent Director Mr. Sanjay Arora Member and Independent Director Mr. Anil Bansal Member and Independent Director STAKEHOLDERS RELATIONSHIP COMMITTEE The company has constituted Stakeholders Relationship Committee and presently has the following directors: Mr B B. Jain : Chairman and Independent Director Mr. Sanjay Arora : Member and Independent Director DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) That in the preparation of the annual financial statements for the year ended March 31. 2015. the applicable accounting standards have been followed along with proper explanation relating to material departures, if any: b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2015 c) That proper and sufficient care has been taken 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 fraud and other irregularities; d) That the annual financial statements have been prepared on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively DECLARATION BY INDEPENDENT DIRECTORS The Company has received declaration of Independence from Sh. Bharat Bhushan Jain, Smt. Veena Vahi. Sh Sanjay Arora, Sh Anil Kumar Bansal and Sh Ajay puri that the Independent Directors meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 SEXUAL HARASSMENT PREVENTION York Exports Limited has implemented the sexual Harassment of women at workplace (Prevention, prohibition and redressal Act. 2013 in its entirely Internal Complaints Committees as per the provisions of the act have been constituted at corporate office and Projects sites of York exports limited AUDITORS STATUTORY AUDITORS M/s Nanda & Bhatia, Chartered Accountants, Ludhiana (Firm Registration No. (004342N), Chartered Accountants, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30 09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Reecha Goel & Associates (CP No 6562, FCS 7012),Company Secretaries to undertake the secretarial audit of the company The Secretarial Audit Report is annexed INTERNAL AUDITORS The company in the board meeting held on 30 09.2014. had appointed Mr HAKIKAT RAI DHAWAN as internal auditor. But due to his pre-occupations he resigned from the post w e f 21.05 2015 and to fill this vacancy Sh Arun Rai has been appointed as internal auditor in the board meeting held on 24.06 2015. Explanation to Auditor's/Secretarial Auditors remarks With regard to Secretarial Audit report no observation/qualification is given by the secretarial auditor SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS During the year under review, the Bombay stock exchange limited vide notice number: 20150205-24 dated 05.02.2015 informed that the suspension in trading of equity shares of the company will be revoked we.f February12, 2015, which would Impact the going concern status of the Company and its future operations CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Statutory Auditor confirming compliance forms an integral part of this Report Declaration by Managing Director that the Board Members and KMPs have complied with the Code of Conduct is also attached. CORPORATE SOCIAL RESPONSIBILITY Though the provisions of Companies Act, 2013 regarding Corporate Social responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule 5. of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The company has one Managing Director and the remuneration paid to him is Rs 0.70 Lacs per month only. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are NIL The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company FINANCIAL VIABILITY OF COMPANY As it has been pointed out in the statutory auditor s report that there are no accumulated losses as at the end of the financial year. The company has incurred cash losses during the current financial year. The company has not defaulted in repayment of dues to financial institutions, banks and not given any guarantee for loans taken by others from banks or financial institutions during the year ACKNOWLEDGEMENTS The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers. Central and State Governments. Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters in the years to come. CAUTIONARY STATEMENT The statements contained in the Board s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime other statues, market forces and other associated and incidental factors may however lead to variation in actual results For and on behalf of the Board of Directors Aayush Dhawan Director Gian Chand Dhawan Managing Director Place: New Delhi Dated: 28th August, 2015 |