Sharad Fibres and Yarn Processors

The Shareholders,
 
 The Directors have great pleasure in presenting the Annual Report
 together with the Audited accounts for the year ended March 31, 2014.
 
                                         Year ended        Year ended
 FINANCIAL RESULTS:                      31.03.2014        31.03.2013
                                        Rs. In Lacs       Rs. In Lacs
 
 Gross Revenue                              610.59         1035.98
 
 Profit (Loss) before tax                    21.83           35.67
 
 Tax Expense:
 
 Current tax expense for current year         0.00            0.00
 
 Deferred tax                                 0.00            0.00
 
 Tax expense for Earlier years                0.00            0.00
 
 Profit (Loss) for the period                21.83           35.67
 
 
 OPERATIONS:
 
 During the year, your Company has achieved a Total Income of Rs.610..59
 lacs as against Rs. 1035.98 lacs during the previous year. The
 profitability was at Rs.21.83 lacs as against Profit of Rs. 35.67 lacs
 during the previous year.
 
 DIVIDEND:
 
 Due to accumulated losses, your board has decided not to recommend any
 dividend during the year under review.
 
 STATUS OF PENDING LEGAL CASES:
 
 The following legal cases are pending against the Company and the same
 are being defended by the company:
 
 i) In respect of demand raised by the Central Excise Department
 amounting to Rs. 1,76,04,797/-, the company preferred an appeal which
 was won by the company. However, the Central Excise Department, Mumbai
 has preferred an appeal before the Supreme Court and the case is being
 protested suitably. The Central Excise department has filed further
 complaint in this regard before the court of Honorable Chief Judicial
 Magistrate, at Silvassa.
 
 ii) Recron Synthetics Limited has filed case against the Company before
 the High Court, Mumbai for a claim of Rs.4,49,38,266/- and interest
 thereon Rs.2,99,41,821/- and other claims of Rs.32,,87,546/-. However
 the same is being suitably defended by the company.
 
 iii) An Appeal Filed by the Company before the commissioner of Central
 Excise (Appeal) the order on the same has been passed in favour of the
 Company against demand of Rs. 3,61,537/- (already Paid) plus Rs.
 16,32,382/-(already paid ) and imposed penalty of Rs. 3,61,537/- and
 Rs.  1,00,000/- and Interest thereon. However the Excise Department has
 filed appeal before the CEGAT (case No. 103/adj/2001 ADC dated
 31.10.2001).  The Case is being defended by the company.
 
 FIXED DEPOSITS:
 
 Your Company has not accepted any deposit within the meaning of section
 58A of the Companies Act, 1956 from the public and the rules made there
 under.
 
 BOARD OF DIRECTORS:
 
 As per Section 149(10) of the Companies Act, 2013, Independent
 Directors are required to be appointed for a term of 5 consecutive
 years and can be reappointed for a maximum of two terms. They shall not
 be liable to retire by rotation. Accordingly, resolutions proposing
 appointment of the Independent Directors form part of the Notice of the
 AGM.
 
 Mr. Unni Krishnan Nair and Mr. Surendra Bahadur Singh are being
 reappointed as Independent Directors, not liable to retirement by
 rotations for a terms of 5 consecutive years. The necessary resolutions
 are placed for the approval of the Members.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors
 confirm that:
 
 i. In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departure.
 
 ii. Appropriate policies have been selected and applied consistently
 and judgments and estimates wherever made 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, 2014 and of the profit of the company for that year.
 
 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 fully subscribes to the standards set out by the
 Securities And Exchange Board of India''s Corporate Governance practices
 and has ensured compliance of the conditions of Corporate Governance
 stipulated in Clause 49 of the Listing Agreement with the Stock
 Exchange. Separate Report on Corporate Governance together with
 Auditors'' Certificate on its compliance is included in this Annual
 Report as per Annexure A.
 
 SECRETARIAL COMPLIANCE CERTIFICATE:
 
 Pursuant to provisions of Section 383A of the Companies Act, 1956 and
 the rules made there under, the Company has obtained a Secretarial
 Compliance Certificate from GMJ & Associates, Company Secretaries. The
 same is attached herewith.
 
 CODE OF CONDUCT:
 
 The company is committed to conduct its business in accordance with the
 applicable laws, rules and regulations and highest standards of
 business ethics. In recognition thereof, the Board of Directors has
 implemented a Code of Conduct for adherence by the Directors and Senior
 Management Personnel of the Company. This will help in dealing with
 ethical issues and also foster a culture of accountability and
 integrity.
 
 AUDITORS:
 
 Your Company''s Auditors, M/s. Vinod S. Mehta Et Co., retire at the
 ensuing AGM and, being eligible, have offered themselves for
 re-appointment. The Board, on the recommendation of the Audit
 Committee, has recommended the re-appointment of M/s. Vinod S. Mehta &
 Co. for a period of 3 (Three) years in accordance with Section 139 of
 the Companies Act, 2013. Appropriate resolution seeking your approval
 to the said re-appointment is appearing in the Notice convening the AGM
 of the Company.
 
 AUDITORS OBSERVATIONS:
 
 The observations made by the auditors are self explanatory and,
 therefore, do not call for any further comments.
 
 AUDIT COMMITTEE:
 
 In accordance with the provisions of the Companies Act, 1956 and
 Listing Agreement the Company has constituted an Audit Committee. The
 Audit Committee acts in accordance with the terms of reference
 specified from time to time by the Board.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The information pursuant to section 217 (I) (e) of the Companies Act,
 1956 read with the Companies ( Disclosure of particulars in the Report
 of Board of Directors) Rules 1988 are not applicable to the company as
 the company is not engaged in manufacturing activities.
 
 Foreign Exchange earnings and outgo Rs. NIL.
 
 PARTICULARS OF EMPLOYEES:
 
 The information required u/s 217 (2A) of the Companies Act, 1956 read
 with the Companies (particulars of Employees) Rules, 1975 as amended
 and forming part of the Directors'' Report is not applicable to the
 Company as the Company do not have any employee whose salary exceeds
 the limits as specified in the said section.
 
 DEPOSITORY SERVICES;
 
 The Company''s Equity Shares have been admitted to the depository
 mechanism of the National Securities Depository Limited (NSDL) and also
 the Central Depository Services (India) Limited (CDSL). As a result the
 investors have an option to hold the shares of the Company in a
 dematerialized form in either of the two Depositories. The Company has
 been allotted ISIN No. INE638N01012.
 
 Shareholders therefore are requested to take full benefit of the same
 and lodge their holdings with Depository Participants [DPs] with whom
 they have their Demat Accounts for getting their holdings in electronic
 form.
 
 ENVIRONMENT PROTECTION:
 
 The Company has taken all the necessary steps for safety and
 environmental control and protection at its plants.
 
 LISTING:
 
 Shares of the company are listed at the Stock Exchanges at Mumbai,
 Kolkata, Ahemedabad, and Delhi. The company has not paid the listing
 fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges.
 
 SAFETY. ENVIRONMENTAL CONTROL AND PROTECTION:
 
 The Company has taken all the necessary steps for safety and
 environmental control and protection at the plant.
 
 ACKNOWLEDGMENT:
 
 The Directors wish to convey their appreciation to the Company''s
 shareholders, customers, suppliers, bankers and distributors for the
 support they have given to the Company and the confidence, which they
 have reposed in its management and the employees for the commitment and
 dedication shown by them.
 
                                               By Order of the Board 
                        For Sharad Fibres and Yarn Processions. Limited
 
                                       Director               Director
 
 Regd. Office:
 220, Unique Industrial Estate,
 Off. Veer Savarkar Marg,
 Prabhadevi,
 Mumbai - 400 025.
 
 Date: May 30, 2014.  
 Place: Mumbai