REPORT OF THE BOARD OF DIRECTORS TO THE MEMBERS Your Directors have pleasure in submitting their 68th Annual Report of the Company together with the Audited Accounts for the Year ended on 31st March, 2014. DIVIDEND : Your Directors do not recommend dividend on Equity Shares for the Financial Year ended 31st March, 2014. PERFORMANCE REVIEW : During the financial year under review, the Company's export performance has suffered mainly due to the extremely competitive market conditions in the export market and rigid price of cotton yarn in India. The company is also marketing other products like bags used in Hotel industry. We are also exploring the market for designer jewellery. The company has continued to explore newer markets for yarn and other products and at the same time maintaining its excellent business relations with its existing customers in order to remain competitive in the export business. The export sales have decreased to Rs. 109.47 lakhs during the year 2013-14 as compared to Rs. 167.16 lakhs during the previous year. The company also had domestic sales of Rs. 203.80 lakhs for the year 2013-14. The company hopes that the overall market conditions will be favorable this year. PARTICULARS OF EMPLOYEES : Your company did not employ any person whose particulars are required to be attached to this Report under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014. DIRECTORS : Shri Devendra Kumar Jhunjhunwala, Director of the Company retires by rotation and is eligible for re-appointment. During the year, Shri Sita Ram Saraf resigned as a Director and Committees Member of the company. The company thanks him and appreciates the long and useful service rendered by him during his long tenure as an independent director and Chairman-member of three committees. 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: (i) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed; (ii) that the Directors had 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 or loss of the Company for the year under review; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 & Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a 'going concern' basis. CORPORATE GOVERNANCE : A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 issued under Section 217(1)(e) of the Companies Act, 1956, your Directors have to state that the particulars in respect of Energy Conservation and Technology Absorption are not applicable to your Company. As regards the Foreign Exchange earning and outgo, your Directors have to state that the relevant figures are given in Note 31 annexed to the Audited Accounts. The Company's activity of export is in the line of cotton yarn, other types of yarn and textiles. Your Directors plan to continue their initiatives in order to further increase the export turnover and are exploring possibilities for the export of other types of products as well. AUDITORS' OBSERVATIONS: IIn respect of the reference to the Notes on Accounts in the Auditors Report, your Directors have to state that the same are self-explanatory and do not need further clarification. AUDITORS: M/s. Lodha & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. ACKNOWLEDGEMENTS: The Board is grateful to Canara Bank for their continued co-operation and timely assistance as and when required. The Board is grateful to the Reserve Bank of India, State Bank of India, Park Circus Branch and Taltala Branch, HDFC Bank, Dr.U.N.Brahmachari Street Branch, The Cotton Textiles Export Promotion Council, Textile Committee, Export Credit Guarantee Corporation of India Ltd, Collector of Central Excise, Director General of Foreign Trade, New Delhi, Joint Director General of Foreign Trade, Kolkata, Registrar of Companies, the Federation of Indian Export Organizations, The Commercial Tax Office, Kolkata and other institutions for their kind co-operation in day to day activities of the Company. Your Directors are thankful to all the executives and staff members of the Company for their wholehearted co-operation. By order of the Board For YARN SYNDICATE LIMITED SHEELA PATODIA CHAIRPERSON & MANAGING DIRECTOR Dated : The 30th day of May, 2014 Registered Office : 86/2/4, S N Banerjee Road, Kolkata - 700 014 |