| Dear Members
The Directors have pleasure in presenting their 32nd Annual Report of
the company together with the Audited Financial Statements for the year
ended 31.03.2014
FINANCIAL RESULTS (Rs. In Lacs.)
Current Year Previous Year
Turnover (including export incentives) 1159.16 674.03
Other Income 66.78 20.84
Profit before Dep. & Tax 63.98 24.78
Less: Provision for depreciation 62.11 66.45
Profit/(Loss) 1.87 (41.67)
Provision for Taxation 0.17 0.11
Profit(Loss) after Tax 1.70 (41.78)
Add: Balance B/F from previous year 278.76 319.54
Less : Transferred to Capital
Redemption Reserve 50.00 0.00
Add: Provision of Taxation for earlier Year 0.07 1.00
Balance carried to Balance Sheet 230.53 278.76
PERFORMANCE REVIEW
During the year under review, the company has achieved a sales turnover
of Rs. 1159.16 Lacs as compared to Rs.674.03 Lacs for the previous
year. The company has earned cash profit of Rs.63.81 Lacs as compared
to profit of Rs.24.67 Lacs for the previous year. Your directors expect
better results in suture.
DIVIDEND
Your directors have decided to conserve the resources for future
requirements and hence do not recommend any dividend for the year under
review.
ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
Information in accordance with the provision of sec 217 (I) (e) of the
Companies Act, 1956 read together .with the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology and foreign exchange is given in the
statement annexed hereto and forms part of this report.
PUBLIC DEPOSITS
During the period under review, your company has not accepted any
deposits from public pursuant to the Provisions of section 58-A of the
companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956 the Directors confirm that:
(i) In the preparation of the annual Financial Statements, the
applicable accounting standards have mainly been followed along with
proper explanation relating to the material departures.
ii) Such accounting policies, judgments and estimates are applied
consistently 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 of company for that period.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Your company has taken adequate steps to ensure compliance with the
provisions of corporate governance as prescribed under the listing
agreement with the stock exchanges.
A separate report on corporate governance along with report on
management discussion and analysis is enclosed as part of the annual
report.
SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with the provisions of section 383A (1), of the Companies
Act. 1956 a compliance certificate from a practicing Company Secretary
is given in the annexure and form part of this report.
AUDITORS
The statutory auditors of the company, M/s Nanda & Bhatia, Chartered
Accountants. Ludhiana (Firm registration No. 004342N), retire at the
ensuing Annual General Meeting and has confirmed their eligibility and
willingness to accept office, if re-appointment. The Audit committee
and the Board of Directors recommend the re-appointment of M/s Nanda &
Bhatia, Chartered Accountants as the auditors of the company till the
conclusion of the 35th AGM.
AUDITORS REPORT
The comments and observations of the auditors and the relevant notes on
the accounts are self-explanatory and therefore do not call for any
further comments.
COST AUDITORS
M/s Rajan Sabharwal & Associates, Ludhiana, Cost Auditors (Firm
Registration No. 101961) were appointed as cost auditors of the company
for the financial year 2013-14. Further the board of directors has
reappointed them as cost auditors for the financial year 2014-15.
SECRETARIAL AUDITORS
The Board of directors of your company has appointed M/s Reecha Goel &
Associates, Practicing company secretaries, as Secretarial Auditor
pursuant to the provisions of section 204 of the Companies Act, 2013
for the financial year 2014-15.
INDUSTRIAL RELATIONS
Industrial relations continued to remain cordial throughout the year
and the Directors express their appreciation towards the workmen for
their co-operation and hope for continued cordial relations in the
years to come.
LISTING OF SHARES
The equity shares of the company are listed on 1. Ludhiana Stock
Exchange Limited. Ludhiana 2. Delhi Stock Exchange Limited, New Delhi.
3. Bombay Stock Exchange Ltd; Mumbai 4. Jaipur Stock Exchange Limited,
Jaipur.
DIRECTORATE
As per the provisions of the Companies Act, 1956 and Articles of
Association, Mr.Ashwani Dhawan is unable to retire by rotation at the
thirty second Annual General Meeting. Mr.Ashwani Dhawan has confirmed
his eligibility and willingness to accept the office of Directorship of
your Company, if appointed. In the opinion of your Directors,
Mr.Ashwani Dhawan has the requisite qualifications and experience which
would be useful for your Company and would enable him to contribute
effectively to your Company in his capacity as Director of your
Company. It is, therefore, considered prudent that your Company should
continue to avail of the services of Mr. Ashwani Dhawan as Director and
the Board recommends that the proposed resolution relating to
re-appointment of Mr. Ashwani Dhawan as Director of your Company be
approved.
As per the provisions of the Section 149 (4) every listed public
company shall have at least one third of the total number of Directors
as Independent Directors. In terms of Section 149 (10) of the Companies
Act. 2013, an Independent Director shall hold office for a term up to
five consecutive years on the Board of a Company but shall be eligible
for reappointment on passing of a special resolution by the company for
a further period of upto five years. Further, in terms of Clause 49, it
is provided that a person who has already served as an independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of his present term,
for one more term of up to five years only. In accordance with this
requirement of the Act read with relevant rules and Clause 49, current
Independent Directors Mr. Bharat Bhushan Jain, Mr. Sanjay Arora and Mr.
Anil Kumar Bansal are proposed to be appointed as Independent Directors
for a term of 5 years not being liable to retire by rotation. The Board
recommends that the proposed resolution relating to appointment of
Independent Directors be approved.
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of emoluments in excess of the
limits prescribed under the Companies (Particulars of Employees) Rules,
1975.
ACKNOWLEDGEMENTS
The board expresses its appreciation for the valuable assistance,
co-operation and support received from Company's Bankers, Central and
State Government Authorities and Shareholders.
By Order of the Board
For York Exports Ltd
Ashwani Dhawan Gian Chand Dhawan
Director Managing Director
Place: New Delhi
Dated: 30.06.2014
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