York

32"O ANNUAL REPoRT

241 3-2014

Exports Limited

t- G.(/)HO>(L=:C9OEo?mtr_

BOARD OF DIRECTORS

MANAGING DIRECTOR

DIRECTORS

ComPanY SecretarY

& ComPliance Officer

AUD]TORS

CONSULTING COMPANY SECRETARY

BANKERS

REGISTERED OFFICE

WORKS

REGISTRAR AND

SHARE TRANSFER AGENTS

Sh. Gian Chand Dhawan

Sh.Ashwani Dhawan

Sh.Aayush Dhawan

Sh.Bharat Bhushan

Sh.Sanjay Arora

Sh. Anil Bansal

Mrs. Navneet Saharan

Nanda & Bhatia

Chartered Accountants

Red Cross Bhawan,

The Mall, Ludhiana

Harsh GoYal & Associates

ComPanY SecretarY,

Ludhiana.

Corporation Bank

505, AmbadeeP, Kasturba Gandhi Marg'

Connaught Place, New Delhi- 110 001

Civil Lines, Ludhiana.

Beetal Financial & Computer Services Pvt'Ltd'

Beetal House, 3rd.Floor,

99, Madangir, Behind Local Shopping Centre'

New Delhi0 110 062

YORK EXPORTS LIMITEDNOTICE

N9Tl9! is hereby given that the 32nd Annual General Meeting of the Members of yORK EXPORTSLIMITED will be held on Tuegday, 30th day, of September,2ol4 at Food plus, WA.141, shakarpur, Dethi- 92at 9.00 a.m., to transact the following business:

ORDINARY BUSINESS

1 To receive, consider and adopt the Directors' Report, the Auditors' Report and the Audited BalanceSheet and Profit and Loss Account together with Schedules and Cash Flow Statement of theCompany for the year ended 31st, March, 2014.

2 To appoint a Director in place of Mr. Ashwani Dhawan who retires by rotation and being eligible,offers himself for re-appointment.

3 To appoint M/s Nanda & Bhatia, Ludhiana (Registration No. 004342N) Chartered Accountants asAuditors of the Company to hold office from the ionclusion of this Annual General Meeting until theconclusion of the 35th Annual General Meeting and to fix their remuneration.SPECIAL BUSINESS

4 To consider and if thought fit, to pass with or without modification/s the following resolution as aordinary Resolution:

"RESoLVED that pursuant to the provisions of Sections 149, 150, 152 and other applicableprovisions, if any, of the Companies Act,2013 read with the Companies (Appointment andQualification of Directors) Rules, 2o-1! and other applicable rules, iinJroing any statutorymodification(s) or re-enactment thereof for the time being in force) read with Schedule lV to thecompanies Act, 2013 , Mr. BHARAT BHUSHAN JAIN (DiN- 00277'422), director of the company,whose period of office is liable to determination by retirement of directors'Uyrotritn and in respect ofw-!om the company has received a notice in writing from a member propo.ing fris canoiOature for theoffice of director, be and is hereby appointed asLn lndependent Director oj te Company, to holdoffice for a five consecutive years for a term upto 31.03.201g,,

5 To consider and if thought fit, to pass with or without modification/s the following resolutign as aordinary Resolution:

"RESOLVED that pursuant to the provisions of Sections 14g, 150, 1s2 and other applicableprovisions, if any, of the Companies Act,2013 read with the Companies (Appointment andQualification of Directors) Rules, 2o-1! aF other applicable rules, linJroirg any statutorymodification(s) or re-enactment thereof for the time being in force) read with Schedule lV to thecompanies Act, 2013 , Mr. SANJAY ARORA (DlN- 00277500), diiector of the company, whoseperiod of office is liable to determination by retirement of directors by rotation and in respect of whomthe company has received a notice in writing from a member propoiing his candidature for the officeof director, be and is hereby appointed as an lndependent Director of tie Company, to hold office fora five consecutive years for a term upto 31.03.201g,,

6 To consider and if thought fit, to pass with or without modification/s the following resolution as aordinary Resolution:

"RESOLVED that pursuant to the provisions of Sections 14g, 1s0, 1s2 and other applicableprovisions, if any, of the Companies Act,2013 read with the Companies (Appointment andQualification of Directors) Rules, 2o-1! and other applicable rutes,' lin.tuoing any statutorymodification(s) or re-enactment thereof for the time being in force) read with Schedule lV to thecompanies Act' 2013 , Mr. ANIL KUMAR BANSAL 1otil- oozzz523), director of the company ,whose period of office is liable to determination by retirement of directors ny ,otation and in respect ofw-!om the company has received a notice in writing from a member propo.ing his candidature for theoffice of director, be and is hereby appointed as-an lndependent Director o"t t" Company, to holdoffice for a five consecutive years for a term upto 31.03.2019,,

LORI( EXPORTS LIMITED7. To consider and if thought fit,

Ordinary Resolution:

"RESOLVED THAT' pursuant to Section 148 and all other applicable provisions of the companiesAct' 2013 read wrth rule r+ of c#panies (Audit unJ nrJitors) Rures 2014 (incruding any statutorvmodification(s) or re-enactment thereof, for the time Jeing in force), Mls Rajan sabharwal &Associates' cost Accountants, (Firm Registration N". iorg6r)appointed by the Board of Directors asrecommended by the audit committee, as cost auditors to conduct audit of the cost records of thecompany for the financial year ending l:l:n 3i'i 20i;le"paid remunerarion ,J r""orr,ended/fixedby the Board and set out in the statZment annexed to the'notice convening this meetrng be and ishereby appointed to conduct auoii-oi cost accounting recoros maintainec iy ..,e company for thefinancial year 2014-15 on such remuneration as shall o"u rirli by the Board of [irrector.sB ]3.i#t|i"J;,ilj.,.f

thousht fit' to pass with or without modification(s) tre fororvrns resorution as a

"RESOLVED THAT' pursuant to section 1s0(1)(c) and any other appticabre provisions of thecompanies Act' 2013 and the rules-made tnereinber,Jinltuoing any statutory modification(s) or re-enactment thereof for the time being in force), t" "on.unt'"oi

tn"-"orp;"r;; ;r;'is hereby accordedto the Board of Directors to borrovimoneys in excess of the aggregate of the pajd up share capitaland free reserves of the company, proviolo trat the toial amount borrorvec ,ri out=i.rcing at anypoint of time apart from temporr.il.i;;r obtained/tone oolineo from the com'anr,s Bankers in theordinary course of business shall'nolbe in exces. or n.. zo crores (rupees r,,ren:;,.c.o,es) over andabove the aggregate of the paid up srrare capitar and free ,*rr". of the compa_ye' I3.1?ilt-i"J;,3i13.1

thousht fit, to pass with or without modificarion(s) tne roirsy.,.6 r.esorution as a"RESOLVED rHAT,.oulluant to the provisions of sections 196, 197 19g anc 203 reac r., th ScheduleV and all other appticable provisions ot the Compani". i.llZOf 3 and the Con panres (Appointmentand Remuneration of Managerial Personnel) Rules, ior+-iin"rrding any sia:!.jrory mocrfrcation(s) orre-enactments thereof' for the time being in force), and in alcoroanCe rviin tne.e.tornenoations andapproval of the Board of Directors and llso of tre ruominrtio" and Remun"rr,,on committee of theBoard of Directors oj

,frre .o,nprnv'ir,. cirn cr,anJ oriawan ue ano. is h"r;;y re_appointed asManaging Director 9r^1n9 gomriar, ;r" a period of five f"",.;;"; f .i-rrir-io.,o

at a monthlyremuneration of Rs'1 '25'oool- including

lu^t!.1ipit9r: ir anv upln such terms "nj.-oitions as are setout in the statement pursuant to sectio"n 102i.(1) of ilr" c"lrpliies Act 2013 annexed to the notice ofthis Annual General Meeting wiftr rioertv to the Board of oil.tor. to vary the terms and conditions ofthe said re-appointment asiruv o" rgiled to between-tne go-aro and Mr.Gian chand Dhawan.

to pass with or without modification/s the forowing resorution as a

Place: New DelhiDated: 30th June 2014

By Order of the BoardFor York Exports Ltd

(Gian Chand Dhawan)Managing DirectorDtN NO. 00277447

YORK EXPORTS LIMITEDnasa

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT APRoxYTo ATTEND AND To vorE INSTEAD or nrrrltsrr-F, AND A pRoxy NEED Nor BE AMEMBER. PROXIES IN ORDER TO BE EFFECTIVE VTUST BE DULY FILLED, STAMPED, SIGNEDAND DEPoslrED AT THE REGISTERED oFFlcE oilHe coMpANy l.roi'r-rss rHAN FoRTy:':lJJ]:)HouRS

BEFORE rHE coMMH.rcrrrrtNr or rHr MEEnNi. ihe brank proxy rorm

2' The corporate Members are requested to send to the company a duly certified copy of the BoardResolution authorising their representative to attend "nJ -t" at the Annual Geneial Meeting.3 The Register of Members and Share Transfer Books of the company will be closed from saturday2zth Septem ber, 2014 to H,'onoay )oiiseptemo

";,roiliuoin o"v, inctusive).4' ln compliance with the provisions of section 10g of the companies Act,2013 and Rule 20 of thecompanies (Management and Administrationl nutes,

'i:ilq, tnL cgq,oanv p.uio". members facirityto exercise their right to vote at the 32nd Annual c"n"rrirr,4"eting (AGM) byelectronic means and thebusinesses may be transacted through e-Voting s"iu"", provid-.c| by central Depository services(lndia) Ltd. The e-voting detairs are enirosed atorig *i*, tn-" nnnuar Report.

5 The Explanatory statement pursuant to the provisions of Section 102(1)of the companies Act, 2013,which set out details relating special business at te mee-tiig is annexed hereto.6 Members desirous of seeking any information concerning the accounts and operations of thecompany are requested to address their queries to tre company secret ary, atthe Registered officeat least ten days in advance of the meeting, so that the iniormation, to the extent practicable, can bemade available at the meeting.

7' The members w.hoiave not registered their e-mail addresses.so far, are requested to register thesame in respect of electronic holdings.with the aupo.itorv through their depository participants.Members who are-holding shares in physical rorr'aie'i"quested to get their e-mail addressesregistered with the Registrar & Transfer Agent, n,lls aeeiairinancial and computer services pvt. Ltd.B The shareholders are requested to notify change of address, if any, immediatelyto the Registrar &I:i:tfJnX?nt,

M/s Beetal Financial and com[ut", i"*i.Lr pvt Lto, ruew oerht, mentionins their

9 copies of the annual report will not be distributed at the Annual General Meeting. you are therefore,requested to bring copy of the Annual Report to the Meeting.'l0 Annual accounts and related documents referred to in the accompanying Notice and the statementare open for inspection by the members at the Regist"r"J

-oni"e oiL"'co"rprnvl '

'11 Electronic copy of the Notice of the 32nd Annual General Meeting of the company inter aliaindicating the process and manner of e voting aton! *itn lttend_ance 6rip ,nJ Rioxy rorm is beingsent to all the members whose email lDs are [gisteLJ with the c-ompanylo"postory participants(s)for communication purposes unless any memb6r r,as requested for a hard copy of the same. Formembers who have not registered their email address,irrysicat copies of th!'nnnual Report arebeing sent in the permitted mode.

l2 Notice of the 32nd' Annual General Meeting and the Annual Report for 2013-14 will also be availableon the company's website www.yorkexports.com for their download. The physical copies of theaforesaid documents will also be availabie_at the corprn-yir Registered ottice ior inspection duringnormal business hours on working days. Forcny .orrrirrlation, the shareholders may also sendtheir request to the Company,s emiit iO:aOmin@yortexport. lo,

YORK EXPORTS LIMITEDVoting through electronic means;a. ln compliance rlilh provisions of Section 10g of the Con

$*:tr**lffi **i,:* $rr*,,Iid rk n{ $ i"*:l'b. The instructions for e_voting are as under:(i) The shareholders should log on to the e_voting website ,(ii) Click on Shareholders. -q4!1,{r,qy!2!ll-qr!qia-q_o-1.

(iii) Now Enter your User lD(a) For CDSL: 16 digits beneficiary tD,(b) For NSDL: 8 character Dp rD forowed by 8 Digits crient rD,

Uifffl; holding shares in Physical Form shourd enrer Folio Number registered with the(iv) Next enter the rmage Verification as disprayed and crick on Login(v) IJ:::::,,31191:g

shares in demat ITJ-rno had rossed.on to *!,,.i_y-.!rc,re1?,e_Qir-r and voted(vi) ,f you are,,,::,;H"":::1ffffilJ;::,;k,;lj#,.._o,o ir ro or,r"o=

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y,:! 1n:? rJi,"J",l#, y;11",'n 9om pany,Depository

the fotio/ctient id number h i;; ;;lri ;L,o rme and ,[" u iigii, "i. jn case the folio .number is less thanbefore tni n'ffitl. after rhe first two.nr?-llgf

erter the applicable-number of 0'sI.v.o.rl name is Ramesh xrrri;,1;;.tu"turs of the name in ceprrnf lJi;r; ;o:pAN fierd. _ ro number 1 then enter RA0',oooiii , in;

' ;{i::e:::,?i,'ir?fl'.$R'l:tT:l[-Detairs in order to rosin rr the detairs arethe Dividend Bank oetalls fielo. tpany please enter the number

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voting through CDSL platform. lt is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(x) Click on the EVSN that is 140901008 for York exports Limited on which you choose to vote.

(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same theoption 'YES/NO" for voting. Select the option YES or NO as desired. The option YES impliesthat you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmationbox will be displayed. lf you wish to confirm your vote, click on "OK", else to change your vote,click on "CANCEL" and accordingly modify your vote.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify yourvote.

(xv) You can also take out print of the voting done by you by clicking on "Click here to print" optionon the Voting page.

(xvi) lf Demat account holder has forgotten the same password then Enter the User lD and theimage verification code and click on Forgot Password & enter the details as prompted by thesystem.

(xvii) Note for Non - lndividual Shareholders and Custodians

o Non-lndividual shareholders (i.e. other than lndividuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotinqindia.com and register themselves as Corporates.

. A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe emailed to helpdesk.evotinq@cdslindia.com.

o After receiving the login details they have to create a compliance user should be createdusing the admin login and password. The Compliance user would be able to link theaccount(s)for which they wish to vote on.

. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approvalof the accounts they would be able to cast their vote.

. A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same.

(xviii) ln case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manual available at www.evotinqindia.com under help sectionor write an email to helpdesk.evotinq@cdslindia.com.

(xix) The voting period begins on Wednesday, 24th September, 2014, 1O:OO A.M. and ends onFriday, 26th.SeptemOei, ZOlq,06:00 P.M. During this period sharehotders' of the Company,holding shares either in physical form or in dematerialized form, as on the cut-off date Friday,29"' August, 2014, may cast their vote electronically. The e-voting module shall be disabled byCDSL for voting thereafter.

The voting rights of shareholders shall be in proportion to their shares of the paid up equity sharecapital ofthecornpanyasonthecut-off date(recorddate)of 29th August,2oj4.M/s Reecha Goel & Associates, Company Secretaries has been appointed as the Scrutinizer toscrutinize the e voting process in a fair and transparent manner

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YORK EXPORTS LIMITEDe' The scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the

:;,,,rT%:il,:j.y"::TTT^,"j":l: l[1_t:::"1:u"or ,i Lj,i two 1z;"witnes,", not-,n rhe emproymentre emptoymenlof the company and make a scrutinizer's Report of the ,oG, cast in favour or agarnst, it anylforthwith to the Chairman of the Company.f ' The Results shall be declared on the Annual General Meeting of the company The Resurts declaredalong with the scrutinizer's Report sha, be ptaceo on ir,"'co,.npanys website ,::::-, .r-ii-,xc!)r1_q,gg_min and on the website of GDSL within two(2) days or pulsing li ti" ;;;;"i;"r'.r tne AGM of theCompany and communicated to the BSE Limited.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT. 2013ITEM No 4:

Mr' BHARAT BHUSHAN JAIN is a Non-Executive lndependent Director- of tne co-;any He joinedthe Board of Directors of the company in July, 199s. M; einRAr BHUSHAN Jair" = ihe chairmanof Audit committee, Nomination and Remuneration committee and Stake"c ce.s Relationshipcommittee of the company. Mr. BHARAT BHUSHAN lnrr.r is a chartered Accou-:a-l ivith expertisein the fields of Audit & Accounts. Mr. BHARAT BHUSHAN .lairrr is a Director w^ose 3€r.isl of office isliable to determination by retirement of director by rotation unoer tne ershyhiie ap3 cu 3 e provisions ofCompanies Act, 1956. ln terms of Section llg aid any otfreiapplicabte prov S,o_S c,:he CompaniesAct' 2013, Mr' Bharat Bhushan Jain being.elig_ible and;ff.r;;g himsetf toi acco ",i"^, s proposed tobe appointed as an rndependent Director-for!

"on.".utir" fEr* ro,. a term ugro 3isi rJarch, 2019. Anotice has been received from a member proposing rvtr. gHARnr BHUSHAN lAtN as a candidate forthe office of Director of the company. Mr. Bl'rarat dhushan Jain has given a cec arar,o,r to the Boardthat he meets the critena of lndependence as provided under Sectioi ragio,c.:"e companies Act,2013' ln the opinion of the goaio, Mr. Bharai Bhushan Jrrn trtrit, the corc : crs specified in thecompanies Act, 2013 and rures made thereunder for his appointment as an rncelendent Director ofthe Company and is independent of the management.The Board considers that his continued association would be of immense benei: to tne company andit is desirable to continue to avail services of Mr. Bharat ghusr-ran Jain as ar- irdependent Director.Accordingly, the Board recommends the resolution in relation to appointmenr of l.!r . Bharat BhushanJain as an lndependent Director, for the approval by the shareholders of the company. Except Mr.Bharat Bhushan Jain, being an appointee, none of thl Directors and Key Managerial personnel of thecompany and their relatives is concerned or interesteo, iinancial or othenvrse rn the resolution setout at ltem No. 4.

ITEM No 5:

Mr' SANJAY ARoRA is a Non-Executive lndependent Director of the company. He joined the Boardof Directors of the company in JUNE ,2004. Hlr. sRruLRy nnonn is the Memb", oinrott committee,Nomination and Remuneration committee and stakehoioers' Relationship committee of thecompany' Mr' Sanjay Arora is a Graduate with expertise in the fields of rextile and Garmentsbusiness' Mr' Saniay Arora is a Director, whose period of office is liable to"oetermlnation byretirement of director by rotation under the erstwhile applicable provisions of companies Act, 1956. lnterms of Section 149 and any other applicable prori.itnr oit" corpanies Rci-2013. Mr. SanjayArora being eligible -and offering himself ror

'appoinlmlni, i, proposed to be appointed as anlndependent Director,for 5 consec-utive years fo-r a'term rpt, alst March,201g. A notice has beenreceived from a member proposing Mr. Sanjay Arora as a'candidate for the office of Director of thecompany Mr' Sanjay Arora hal given a declaration to rhe Board that he meets the criteria oflndependence as provided under sJction 149(6) of-tre Comianies Act, 201g. tn il-re opinion of theBoard, Mr' Sanjay Arora fulfils the conditions specified in the-companies Act. 2013 and rules madethereunder for his appointment as an lndependent Director Lit" corpany and is independent of themanagement.

The Board considers that his continued association would be of immense benefit to the company andit is desirable to continue to avail services of Mr. srnl"f'nroru as an lndependent Director

IS

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YORK EXPORTS LTMITEDAccordingly, the Board recommends the resolution in relation to appointment of Mr- Sanjay Arora as

an tnOep'enOent Director, for the approval by the shareholders of the Company. Except Mr. Sanjay

Arora, being an appointee, none of the Directors and Key Managerial Personnel of the Company and

their relatives is concerned or interested, financial or otherwise, in the resolution set out at ltem No. 5.

ITEM No.6:

Mr. ANIL KUMAR BANSAL is a Non-Executive lndependent Director of the Company. He joined the

Board of Directors of the Company in July, 1998. Mr. ANIL KUMAR BANSAL is the Member of Audit

Committee, Nomination and Remuneration Committee of the Company. Mr. ANIL KUMAR BANSAL

is an Advocate with expertise in the fields of law Mr. ANIL KUMAR BANSAL is a Director, whose

period of office is liable to determination by retirement of director by rotation under the erstwhile

applicable provisions of Companies Act, 1956. ln terms of Section 149 and any other applicable

provisions of the Companies Act, 2013, Mr. ANIL KUMAR BANSAL being eligible and offering himself

ior appointment, is proposed to be appointed as an lndependent Director for 5 consecutive years for

a teim upto 31st March,2019. A notice has been received from a member proposing Mr. ANIL

KUMAR BANSAL as a candidate for the office of Director of the Company. Mr. ANIL KUMAR

BANSAL has given a declaration to the Board that he meets the criteria of lndependence as provided

under Section t+O1O; of the Companies Act, 2013. ln the opinion of the Board, Mr. ANIL KUMAR

BANSAL fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for

his appointment as an lndependent Director of the Company and is indepencient of the management.

The Board considers that his continued association would be of immense benefit to the Company and

it is desirable to continue to avail services of Mr. ANIL KUMAR BANSAL as an lndependent Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. ANIL KUMAR

BANSAL; an lndependent Director, for the approval by the shareholders of the Company. Mr. ANIL

KUMAR BANSAL, being an appointee, none of the Directors and Key Managerial Personnel of the

Company and their relatives is concerned or interested, financial or otherwise, in the resolution set

out at ltem No. 6.

Item No.7

The Board of Director on the recommendation of the Audit Committee has approved the appointment

of M/s Rajan Sabharwal & Associates Cost Accountants as Cost Auditors (Registration No. 101961)

to conduct audit of the cost records of the company for the financial year ending March 31'2015 on a

remuneration of Rs. 25000(Rupees Twenty Five Thousand only) in their board meeting held on 30th

may,2014.

lnaccordancewiththeprovisionsof Section l4SoftheCompaniesAct,20l3readwithRulel4of the

companies (Audit and Auditors) Rule, 2014, the remuneration payable to the Cost Auditors has to be

ratified by the shareholders in the general meeting by way of an ordinary resolution.

Accordingly, consent of the members has been sought for passing an Ordinary Resolution as set out

at ltem No.7 of the Notice for ratification of the remuneration payable to the Cost Auditors for the

financial year ending March 31, 2015 as recommended/Fixed by the Board.

None of the Directors, Key Managerial personnel of the company or their relatives is, in any way,

concerned or interested financially or otherwise, in the resolution set out a item No 7 of the notice'

The Board commends the Ordinary Resolution set out at ltem No. 7 of the Notice for approval and

ratification by the shareholders.

Item No 8.

Under section 180(1)(c) of the Companies Act, 2013, exercise of borrowing powers by the Board of

Directors of the Company in excess of its paid up Share Capital and free reserves (apart from

temporary loans obtained from the Company's bankers in the ordinary course of business) requires

approval of the members of the company by way of a special Resolution.

rtsbyln

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YORK EXPORTS LIMITEDYour Company today is growing at a fast pace both organically and inorganically. To take care andsuccessfully implement its ambitious plans, the Company would be required to infuse substantialfunds and accordingly may have to depend on large amount of borrowings from time to time.

The Board of Directors recommends the resolution for the consideration and approval by theshareholders.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financial or otherwise, in the resolution set out at ltem No.8.

Item No.9

Sh. Gian Chand Dhawan is a promoter director of the company. He belongs to a reputed industrialistfamily of region. He is looking after the day to day affairs of the company including finance, marketing,quality of production and competitive strategies etc. He has business acumen and thus is suitable forthis designation. Sh.Gian Chand Dhawan was appointed as Managing director of the company for aperiod of 5 years and the term of his appointment has expired. Now the Nomination andRemuneration committee of the board of directors has decided to re-appoint Sh. Gian Chand Dhawanfor a further period of 5 years at a monthly remuneration of Rs.1,25,000/- including perquisites, if anyin accordance with provisions of the Companies Act, 2013 subject to the approval of the members ofthe company w.e.f. 01-07-2014. The age of Sh. Gian Chand Dhawan is more than 70 years. Asrequired under section 196 of the Companies Act, 2013 to pass a special resolution for appointing aperson as Managing Director who has attained the age of 70 years

The Board of Directors recommends the resolution for the consideration and approval by theshareholders.

Besides Sh. Gian Chand Dhawan to whom this resolution relates. Mr. Ashwanr Dhawan andMr.Aayush Dhawan being the relatives of Sh. Gian Chand Dhawan are interested in this resolution.

Besides them none of the Directors and their relatives is concerned or interested, financial orotherwise. in the resolution set out at ltem No 9.

Place: New DelhiDated: 30th June 2014

By Order of the BoardFor York Exports Ltd

(Gian Chand Dhawan)Managing DirectorDIN NO. 00277447

YORK EXPORTS LIMITEDDIRECTORS REPORT

The Members,

York

The Directors have pleasure in presenting their 32nd AnnualAudited Financial Statements for the y"r,

"-nO"d 31.03.2014

FINANCIAL RESULTS

Turnover (including export incentives)Other lncomeProfit before Dep. & TaxLess: Provision for depreciationrrofiV(Loss)Provision for TaxationProfit(Loss)after TaxAdd: Balance BiF from previous yearLess : Transferred to Capital Redemption Reserve:.dd: Provision of Taxation for earlier year3alance carried to Balance Sheet

PERFORMANCE REVIEW

Report of the company together with the

(Rs. tnCurrent Year

1 159..16

66.7863.9862.11

1.870.171.70

278.7650.000.07

230.53

Lacs.)Previous year

674.0320.8424.7866.45

(41 67)0.1 1

(41.78)319.54

0.001.00

278.76

Df

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Suring the year under review, the company has achieved a sales turnover of Rs. 1159.16 Lacs ascompared to Rs'674 03 Lacs for the previous year. The company has earned cash profit of Rs.63.81 Lacs,'r:r;:'o'*d to profit of Rs'24 67 Lacs for the previous year. your directors expect better results in

DIVIDEND

Your directors have decided to conserve the resources for future requirements and hence do not'ecommend any dividend for the year under review.

ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEinformation in accordance with the provision of sec 217 (l) (e) of the companies Act, 1g56 read together'vtth the companies (Disclosures of Particulars in the Reporiof Board of Directors) nules, .lggg regardingconservation of energy, technology and foreign exchange is given in the statement annexed hereto andforms part of this report.

PUBLIC DEPOSITS

During the period under review, your company has not accepted any deposits from public pursuant to thecrovisions of section 5g_A of the companies Act, 1g56.DIRECTORS RESPONSIBILITY STATEMENT

lt '*d'nce with the provisions of section 217 (zAA)of the companies Act, 1g56 the Directors confirm

t ln the preparation of the annual Financial Statements, the applicable accounting standards havemainly been followed along with proper explanation relating to the material departures.

9

YORK EXPORTS LIMITEDii) Such accounting policies, judgment. u,-prudent so as to

r n a n c a, v",, ",

o :i"; "',:ffi ffi f L#ffl$n5 :ili:i,,:T ,'.: Ty#il'1 ;j IT :", il:

iii) Proper and sufficient care has been taken for the maintenan-ce of adequate accounting records inffi: ffi xiT," ;h:;ffi ffi ."1 jl*I;:*

:,; #i r"n,l?', j.1,"n,, rd ns,h e a s s e,s "i,r,"iv) The annuar accounts have been prepared on a going concern basis.CORPORATE GOVERNANCE

Your company has taken adequate st,sovernance asprescribeo ,nou,.,nl;;,,;;"[,.J:J#ffi^fi]:1fl":,#]Jj: prov s ons of corporateA separate report on corporate governance arong with report on management discusenclosed as part of the annuar ru"pori

,v'lv' orurrg wl{n report on management discussro. and analysis isSECRETARIAL COMPLIANCE CERTIFICATE

[,,i,",:""ii?;;#':J,[:d:ffiHr"J"::"Til.rli,l.,,ll;.,1',,nlu .o,r,nies Acr ie56 a comprianceAUDITORS , .v v,vv,, r r u re annexure and form par.i of :.rs report-

The statutory auditors of the company, Mf Nanda & Bhatia, charterec Accounta....|"ntJ'ffililrll;',3-3i'-)' retire

't ir,"'"nrrins Annuar o"rJ"i Meerins anc has .o-.. = r-uchiana (Firm

:nrff ffi #ih:i:#I+iiJ#:,:Tt;"il"#i*l*1i::::x,::*jifl :tx::?J,,yAUDITORS REPORT

The comments and observations of the auditors and the rerevant notes onexplanatory and thereforu oo noi .rrr;;;, further comments.COST AUDITORS

M/s Raian sabharwll & Associates' Ludhiana, cost Auditors (Firm Regisrratron No 10196.r) were;:::ffiffiffi,#'j::'"9:::j:nr1ijil*",,Jn#iir,,,:13.14 Furrhe.,e board or oiiectorsSECRETARIAL AUDITORS

The Board of direccompanv se"retariuil:t, "J"'.HffiTtrl has appointed M/s Reecha Goer & Assoc,ares practicinoAct,20l3fortherinanciat year2014-1s.

:or pursuant to the provisions of se.rion ,* "i,n" a;;;;;":

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordiar throughout the year and the Drrectors express their,:il."ilH towards the workme' 1",. irr",,. co-operatio-n ;;; ;0" for continueolo-,.0,r, rerations in the

LISTING OF SHARES

i[iili:ffi:":;1,ff i,'J';:;ru ,;::. on 1 Ludhiana Stock Exchanse Lim*ed Ludhiana 2 DerhiLimited,.taipuri Llrrrr(vv' tvuw tr€rnl s' BombayStock Exchange Ltd; rirrrr[ri;. r;,;r, Stock Exchange

the accounts are self_

l0

ble andI of the

nrds inof the

rporate

ilysis is

pliancet.

r (Firmligibilityrectorsof the

e self-

) wererectors

rcttcingpanies

s theirin the

. Delhihange

YORK EXPORTS LIMITEDDIRECTORATE

As per the provisions of the companies Act, '1956 and Articles of Association,Mr.Ashwani Dhawan isr'able to retire by rotation at the thirty second Annual General Meeting. Mr.Ashwani Dhawan hasconfirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed.ln the opinion of your Directors, Mr.Ashwani Dhawan has the requisite qualifications and experiencewhich would be useful for your Company and would enable him to contribute effectively to your Companyin his capacity as Director of your Company. lt is, therefore, considered prudent that your Companyshould continue to avail of the services of Mr. Ashwani Dhawan as Director and the Board recommendsthat the proposed resolution relating to re-appointment of Mr. Ashwani Dhawan as Director of yourCompany be approved.

As per the provisions of the Section 149 (4) every listed public company shall have at least one third ofthe total number of Directors as lndependent Directors. ln terms of Section 149 (10) of the CompaniesAct. 2013, an lndependent Director shall hold office for a term up to five consecutive years on the Boardof a Company but shall be eligible for reappointment on passing of a special resolution by the companyfor a further period of upto five years. Further, in terms of Clause 49, it is provided that a person who hasalready served as an independent director for five years or more in a company as on October 1,2014shall be eligible for appointment, on completion of his present term, for one more term of up to five yearsorly. ln accordance with this requirement of the Act read with relevant rules and Clause 49, current:dependent Directors Mr. Bharat Bhushan Jain, Mr. Sanjay Arora and Mr. Anil Kumar Bansal are:'oposed to be appointed as lndependent Directors for a term of 5 years not being liable to retire by'oiation. The Board recommends that the proposed resolution relating to appointmlnt of lndependentDirectors be approved.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under the CompaniesrParticulars of Employees) Rules, 1g25.

ACKNOWLEDGEMENTS

The board expresses its appreciation for the valuable assistance, co-operation and support received fromCompany's Bankers, Central and State Government Authorities and Shareholders.

By Order of the BoardFor York Exports Ltd

Place: New DelhiDated: 30.06.2014

Ashwani DhawanDirector

Gian Chand DhawanManaging Director

ll

YORK EXPORTS LIMITEDANNEXURE TO DIRECTORS REPORT

lnformation as per section 271 (l) (e) read with the Companies (Disclosure of particulars in the Report ofBoard of Directors) Rules, 1988 and forming part of the directors report for the year;il"J ir.i lilrrtr.,,2014.

A. CONSERVATION OF ENERGY

Your company always remained conscious to conserve the energy andthe same wherever possible in order to achieve the reduction in theenergy consumption as per Form-,,A,, is enclosed.

B. TECHNOLOGYABSORPTION

Efforts made towards technology absorption are as under:

1) Research and Development

has attempted measures forcost of production. The total

The company has made continuous efforts for the development of new lines of activities andmodernization of the existing process of manufacturing. The Company ir "Jopting

the most suitablemanufacturing technology for saving in the cost of production, electricity consumption and personnel.2) Technology Absorption, Adaptation and lnnovation

The Company is adopting the well- established technology with the scope of savings in the cost ofproduction, energy consumption and capital cost in tJims of the quantum of production. TheCompany is making continuous efforts towards the product development. product improvement in theshape of quality and cost reduction.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

1) Total earning in Foreign Exchange (FOB)

2)Total Foreign Exchange Used

Foreign Travelling

2013-2A14

Rs 377.1 4 Lacs

Rs. 2.52 Lacs

Current Year

356009

2892464

8.12

127958

1 1 38755

8.90

Previous Year

304053

2216542

7.29

8731 9

720380

8.25

FORM - A(See Rule -2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYPOWER & FUEL CONSUMPTION

Electricity

a) Purchased units

TotalAmount (Rs.)

Rate P/Unit (Rs.)

b) Own Generator

Through Diesel Generator Units

TotalAmount (Rs.)

Cost P/Unit (Rs.)

t2

YORK EXPORTS LIMITED

)ort ofJlarch,

es andsuitableonnel.

cost ofm. Thent in the

iRGY

ts Year

N053

16542

729

8731 I'20380

825

MANAGEMENT DISCUSSION & ANALYSIS REPORT

res fore total

lndustry structure and development

rndia s textires and crothing industry, is oy^"ot the mainstays of the nationar economy lt is also one of the

largest contributing ,;;i;r-. or tnoii', "1n9'i=

wortdwioe in" '"pi'ili-tr'e wot*ingGrouo constituted by

rhe pranning co.*,rJion on boosting tnoia;s'manufacturing^e*p"ortJ ounng l2thlive Year Plan (2012-

i7), envisages rnoia's-J*port, ot rexlites rro ir"ini"g at u'So 5i'+i oliri"i by the-end of March' 20'17

The textires industry u""Jrnt. for 14ok"t ,orrtrirr pr-oouction, *il"r, ir +4 oi cop; employs 45 million

ceopte and account" ili""riV 1 1% share oi tnl "ountry's

total exports basket'

Liberalised trading regime and emerging opportunities

lr the liberalized post-quota period, lndiaias emerged as.a major sourcing destination for buyers from all

over the grobe. As a-measure of growing;i;"1in the rndiani"-tir". r'io crothing sector, a number of

'eputed houses op"""lIil"it to""Ing / liiison office in lndia'

rhese inctude Marks and Spencer, Haggar Clothing' K"LIY::,9' Little Label' Boules Trading Company'

cas,e, Alster lnterna.onat, Quest Apparel-lnc', etc -commer#i;il; u*v'it,t1t1lers across the world

are rooking ior optiois-oi;n"Lrring tr..",,. ."rr"i"giron,, *'" rnoian'mair.ets. rndian manufacturers are also

cro-actively working i;;;;;;;ilan-cins t,"i|. "rpJ"ii'". to turtr this increased demand'

Outlook for the industry

on the commodity front the cotton price moved in a narrow range during the year readinq to armost range

round movement inlne Varn price. The ;#;;;;i poiitv hoi'vever cin cause som" i"g'"ness to the

,'i: H:"- for the industry rooks to be qurre charengins- -The industrl rh::!.see the current vear

:rovide better option to the consu*u" i't-t"]*s of range-anO q'uiity' Our bompany is also geared for the

charenge and with r,ighu,. dependence ".';;ir;*d iabric, ,rl"t.i",pr"y *itr

'0" ibt" to focus in a better

.vay in the area "t

JJ,',ffi;ill"ilr,ri u" ,ui" to perform much better in the market space'

H].:"::#lJlt""o,,,""s do arrect the company's operations. Low demand' economic slow down'

coriticar instab,ity, higher infration, naturaiiiJmilier'*ay'ur";iil uurinur.. what is therefore important

s to correc,y asses.-th" risk area *i." uno io take stepi .o '1i'g'ffi 'L[u"-iol-"-it becomes a potenttal

:hreat. General ,risk areas are statutory compliancut' ""ono"f-iinancial',

goY:l:t"nt regulations and

rolicres, market related, operational, piJ;;iJ;"J tecr'notoiy'intettectuat'iro-pertv etc The company

^as identified potentiar risks such "..;;;;;, porttotio ,i.[]'rnrn"iar risk, regal & statutory risk and

nternar process ,.i.r.'in"rroing ERp ,"d rr ;;;;;s put in ptacu'appropriate measures for their mitigation

Factors that may affect results of operations

- Fluctuation anO i*t"ut" in raw material prices'

- Non-availability of raw material and other resources'

- SuPPIY of Power'

- New iomPetitive Products' .

- Governmunt ",,tJ'''nd regulations relating to Textiles lndustrv'

- Any.to*Oo*,iin tf'" ".oior," gr",;iti""g"nu*f and textile industry in parttcular'

The company continues to forow a suitabre strategy to modify its risk profire by eriminating and

.igrifi;rntiv reducing key business risks'

one of the major challenges to the textire industry is the continued appreciation in the lndian rupee

against US do*ar, which has ,"rrour'i**ii";il; ;l textire l"xporit-ili"g highrv competitive industrv'

rncrease in the externar varue of rup"""wouro crippre the competitiveness of the industry Another

rmportant issue i]^aiai[uiiiiy, qualitv. ffi ffi;;; "i po*I''-ihe availabilitv of sood qualitv power at

reasonabre prices is criticar to,. ,u=trinlojiiti [t ...'" inou.irv. uo*"u"r, the cost of power has been

continuousry incieasing. adding]o *r9 input cost pressure:r'ir.," i"irril *" hooe that power situation

rvi, improve in the n"ui frtur"- or, ,ri#1'rffir1;r6tion rs agricuriure produce,.whrch suffers from

l3

YORK EXPORTS LIMITEDclimatic volatility in the major cotton producing countries. ln addiilon, growing demand as well ,, ouurull

ffi'.".XX ':"oii.'""',"",1,:"[T:"11,"'*'f":":ll^f: ly:1"i ,o.ir..," p,].;; ;f ;;ffi cotton readins topressure on the textile industry. The differentiated ireatment for drfferent sectors "i,;;ffi;'rl,:ily;;government policy is also a serious setback in its development.we are making ,rrLrort. to cope up withthe challenges through continuous cost reduction, proces, irprouurents and improved customerservices to mitigate the growing cost pressure.

Strengths

lnternal control systems & their adequacyThe Company has an adequate system of internal control relating to purchase of stores, raw materialsincluding components, plant & machinery, equipment and other similar assets and ior the sale of goodscommensurate with the size of the company and nature of its business. The company also has lnternalcontrol System for speedy compilation of accounts and Management lnformation Reports and to complywith applicable laws and regulations.

The company has an effective Budgetary control System. The Management reviews the actualperformance with reference to budget"s periodically. The -corprny

has L well-defined organizationstructure, authority levels and internaliules and regulations for conducting business transactions.The company has already formed an Audit committee and has met five times in the year. Auditcommittee ensures proper compliance with the provlsions of the Listing Agreement with stockExchanges, companies Act, reviews the adequacy ,no

"n""tiveness of the internal control environmentand monitors implementation of internal audit recommendations. Besides the above, Audit committee is

;:il* engaged in overseeing financial disclosures and in revLwing your compani,s risx management

Financial Analysis

- Revenue Break - up:

.ln Crsrdr ltcutars 2013-14 otlo 2012-13 otloSales 11.59 94.53 6.74 96.98Other lncome 0.67 5.47100.00

0.21 3.02Total lncome 12.26 6.95 100.00

Rs. in Crsrarllcutars 2013- 14 2012- 13Profit before depreciation, tilerestand tax

1.06 0.48

lnterest 0.42 0.23Profit before Depreciation 0.64 0.25Depreciation 0.62 0.66Profit before tax 0.02 -0.41Tax 0.00 0.00Profit after Tax 0.02 -o 41

Rs

The net turnover has increased to Rs. 11.59 crs in the year 2013-14 as against Rs.6.74 crs in the

ffiffiilil3, showing thereby a increase of about ligsw on account of increased exports and

The EBIDTA margin Increased from 0.48 crsaccount of increase in sales realization

in the year 2012-13 to Rs.1.06 crs.

l4

rn the year 2013-14 on

YORK EXPORTS LIMITED

,**ing to;try inp withtomer

ilerialsgoodsrternalnmply

actualization

AuditStock

nmentittee ispment

; in therts and

3-14 on

-::'est/Financial expenses also increased to Rs. 0.42 crs for Financial Year 2013-14 from Rs. 0.23 crs'-- = rancialYear 2012-13. lncrease in interest cost is due to full utilization of working capital limits.

'.: : ' dend has been proposed by the company.

- Resource Utilization

: Frxed Assets

The Net fixed assets as at 31't March 2014 are Rs. 4.15 crs as compared to Rs. 4.80 crs in theprevious year.

3l Current Assets :

Sundry debtors of the Company are Rs.0.79 crs in the year 2013-14 as against the Rs. 0.19 crs in theprevious year. lnventory level is at Rs.6.80 crs in the year 2013-14 as against Rs. 6.61 crs in theprevious year.

Material Development in terms of Human Resources

-ruman Resources are considered to be a form of Capital and Wealth of the Company. lt has been the':cus of the management to improve and expand the contribution of its human resources towardsa::ainment of organizational goals and values.

--e Company keeps the objective of believing in empowerment and delegation with a balancing of

=-:nority and responsibility in our organization where talent can bloom.

--e Company's Human Resources philosophy is to establish and build a strong performance and::-oetency driven culture with greater sense of accountability and responsibility. The Company has:":. ex pragmatic steps for strengthening organizational competency through involvement and:e.,elopment of employees as well as installing effective systems for improving the productivity, quality

=-c accountability at functional levels.

,','th the changing and turbulent business scenario, our basic focus is to upgrade the skill and knowledge:iel of the existing human assets to the required level by providing appropriate leadership at all levels,

-otivating them to face the hard facts of business, inculcating the attitude for speed of action and taking'es ponsibilities.

-^e effort to rationalize and streamline the work force is a continuous process. The industrial relationsscenario remained harmonious throughout the year.

Environment, Occupational Health & Safety

/our Company is committed to conducting its operations with due regard to the environment and:.oviding safe and healthy workplace for employees. The collective endeavor of your Company'senployees at all levels is directed towards sustaining and continuously improving standards ofenvironment, occupational health and safety in a bid to attain and exceed international benchmarks.

Cautionary Statement

The management discussion and analysis report contains some forward looking statements based upon:ne information and data available with the company, assumptions with regard to global economic:onditions, relevant government policies etc. The company cannot guarantee the accuracy of suchassumptions and impact on the performance of the company in future. Hence it is cautioned that theactual results may differ from those expressed or implied in this report.

15

YOEK EXPORTS L|M|TEDREPORT ON CORPORATE

CORPORATE GOVERNANCEGOVERNANCE

ln compliance with clause 49 of the Listing Agreement with stock Exchanges, the company submits theReport on the matters mentioned in the said cLuse ,no prr"ti." forowed by the company.1. Company's philosophy on Code of Governance

York Export Limited's philosophy on corporate Governance envisages the attainment of the highestlevel of transparency and account'oitity, , all facets "i

,i. "o"r",ions and in ail its interactions with itsstakeholders including shareholders, emptoyees *,u corurlment and the renders. york Exports Ltd.ffJ:ffi.1,.x1*1"::#:,.::ilL;:i;;;H'",T}:"J;:T" under,ving so,r oi enhancins overa,,

2, BOARD OF DIRECTORS

a) Board Meetings:

The board of Director of the Company comprises of six directors.During the period under review Eighteen Board Meetings were herd o4ro4/2013, 3oro4r2o13,010st2013, 24tost2o13, 2stost2o13_, sttosBoiil 26rc6t2013, sitoitiarc, 2Tto't2o13,i);y;|,1i .::::;:,)t;,o,u,,tr)ors, zo/1zioi;,,

,zqtzzots, i|i),io,r, 16t01t2014,

b) Composition:

Name ofDirectors

Designation Category No. of OtherDirectorship

held in-FubtErtd-.

_Companv

Membershi[-of the

Committee

No. ofBoard

Meetingsattended

Attendancof LastAGM

GianChandDhawan

ManagingDirector

rromoter/ExecutiveDirector

Nil 0 18 YesAshwaniDhawan

Whole-timedirector

rromoter/ExecutiveDirector Nil 0 18

YesAayushDhawan

Whole{imedirector

rromoler/ExecutiveDirector Nil 0 1B YesBharat

BhushanJain

Director ruon-executive/lndependent

Nit J 17 YesSanjayArora

utrector Non-Executive/lndependent Nir 3 16 YesAnil

BansalLJITECIOT Non-Executive/

lndependent Nir 3 17 Yes

All information laid down in corporatemanner.

None of the Directors of the CompanyChairman of more than five Corritteu,of Clause 4g of the Listing Agreement.

governance code is being placed before the Board in regular

were members of more thanacross all companies in lndia;

10 Committees nor acted as thein which he is a Director, in terms

l(t

3)

ll

YORK EXPORTS LIMITEDCommittees of the Board

The Board of Directors has constituted the following committees with adequate delegation of powers

to discharge affairs of the Company'

Audit Committee

ThecompaniesAct,'lg56andtheListingAgreementwithstockExchangesprovideforconstitutionof Audit committee. The terms of referencJof the Audit committee are wide enough to cover the

mattersspecifiedforAuditCommitteeundertheListingAgreementaswellasundertheprovisionsoftheCompaniesAct,lg56.TheCompositionofAuditCommitteeisasunder

Mr. B.B.Jain :ChairmanofthecommitteeandlndependentDirector

Mr.SanjayArora:MemberofthecommitteeandlndependentDirector

Mr.AnilBansal:MemberofthecommitteeandlndependentDirector

Theauditcommitteemetfivetimeson300420l3'25'05'2013'31'07'2013'13112013'and16.01.2014

Role of Audit Committee

' overseeing of the company's financial reporting process and the disclosures of its financial

rnformation to ensure that the financial statement is correct' sufficient and credible'

I Recommending to the Board, the appointment, re-appointment and if required, the replacement or

removal of the Statutory Auditors and the fixation of audit fees'

3ApprovalofpaymenttoStatutoryAuditorsforanyotherservicesrenderedbytheStatutoryAuditors.

:Reviewing,withtheManagement,theAnnualFinancialstatementsbeforesubmissiontotheBoardfor approval, wrth particular reference to:

a. Matters required to be rncruded in the Director's Responsibrrity statement to be included in the

Board's report in terms of clause No. (2AA) of section 217 of the companies Act' 1956'

b'Changes,ifany,inaccountingpoliciesandpracticesandreasonsfortheSame.

c. Major accounting entries involving estimates based on the exercise of judgment by Management'

d.Significantadjustmentsmadeinthefinancralstatementsarisrngoutofauditfindings'

e. compliance with listing and other legal requirements relating to ftnancial statements'

f. Disclosure of any related party transactions'

g. Qualifrcations in the draft audit report'

5Reviewing,withtheManagement,thequarterlyFinancialstatementsbeforesubmissiontotheBoardfor approval.

6Revlewing,withtheManagement,thestatementofuses/applicationoffundsratsedthroughanissue(public issue, rigrrts issue]preferential issue etc.), the statement of funds utilized for purposes other

than those stated in the offer document/prospectus/notice and the report submitted by the monitoring

agency monitoring the utilization of proceeds of a public or rights issue and making appropriate

recommendations to the Board to take up steps in this matter'

, Reviewing, with the Management, performance of Statutory and lnternal Auditors, adequacy of the

lnternal Control SYstems'

I

I

3,

3,

4.

i";lstl

:_lL-l,-lL])sliLJlular

i the)rms

t'1

YORK EXPORTS LIMITED8' Reviewing the adequacy of lnternal Audit Function, if any, including the structure of the lnternal AuditDepartment' staffing and seniority of the official heading irre oepartment, reporting structure coverageand frequency of internal audit.

9' Discussion with lnternalAuditors any significant findings and follow up thereon.10' Reviewing the findings of any internal investigations by the lnternal Auditors into matters where thereis suspected fraud or irregularity or a failure of inteinal control systems of a material nature andreporting the matter to the Board.

11' Discussion with statutory Auditors before the audit commences, about the nature and scope of auditas weil as post-audit discussion to ascertain any area of concern.12'To look into the reasons for substantial defaults in the payments to the depositors, debenture holders,sharehorders (in case of noh-payment of decrared dividenis) and creditors.13' To review the functioning of the whistle Blower Mechanism, in case the same is existing.14' carrying out any other function as is mentioned in the terms of reference of the Audit committee.15. To review the following information:

' The Management Discussion and Analysis of financial condition and results of operations;o Statement of signiftcant related party transactions (as defined by the Audit committee),submitted by Management;

o Management letters/letters of internal control weaknesses issued by the Statutory Auditors;

' rnternar Audit Reports rerating to internar contror weaknesses; and

' The appointment, removal and terms of remuneration of lnternal Auditors.

" fi:':il:',Jj,3oro'n,.ent of cFo after assessing the quarifications, experience and background etc. of

Powers of Audit Committee

a) To investigate any activity within its terms of reference.

b) To seek any information from any employee.

c) To obtain outside legal or other professional advice.d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

ii) NoMINATIoN AND REMUNERATIoN coMMITTEE:(Erstwhite Remuneration committee)The Board of Directors of the company at their meeting held on 30th May, 2014 renamed the' Remuneration committee' to'Nomination and Remuneration committee,.Presently, the Nomination and Remuneration committee consists of three Members. All the membersof the Nomination and Remuneration committee are Non-Executive Directors and all areindependent.

During the year, the Nomination and Remuneration committee Meeting had met once on 04.01.2014.Allthe Members had attended this Meeting.

The Nomination and Remuneration committee has been constituted to recommend/review theremuneration package of the Managing/whole{ime Directors based on performance and definedcriteria.

l8

- YORK EXPORTS LIMITED

;age

nere

and

rudit

Jers,

Further, the remuneration policy of the Company is to bring about objectivity in determining the

'emuneration package while striking a balance between the interest of the Company and the

s nareholders.

-i-re Composition of 'Nomination and Remuneration Committee' is as under

[4r. B.B.Jain : Chairman of the committee and lndependent Director

l.'lr Sanjay Arora : Member of the committee and lndependent Director

lJr. Anit Bansal : Member of the committee and lndependent Director

Details of Remuneration paid to Managing/Whole-time Directors for the year ended 31.03.2014 is

given below:

ttee),

Name Sittingfees(Rs.)

Salary

(Rs )

Perquisitesand

allowancesetc.(Rs.)

Commission(paid)(Rs.)

Total (Rs.)

Sh Gian Chand Dhawan Nil 840000 39600 Nil 879600

Sh.Ashwani Dhawan Nit 1 200000 39600 Nil 1 239600

Sh. Aayush Dhawan Nit 600000 Nit Nil 600000

Further no sitting fee is paid to any director for attending the board meetings of the company.

ii) Stakeholders' Relationship Committee (Erstwhile Share transfer-cum-lnvestor Grievance

Committee)

The Board of Directors of the Company at their meeting held on 30th May,2014 renamed the Shareltc. of

transfer-cum-lnvestor Grievance Committee) to 'Stakeholders' Relationship Committee'.

Ihe Board has constituted a 'stakeholders' Relationship Committee 'to look into the redressal of

shareholders grievances. The committee inter alia approves issue of duplicate share certificates, if

any and oversees and reviews all matters connected with the securities transfer.

Ihe Committee also oversees the performance of the Registrar and transfer agent and recommends

measures for overall improvement in quality of investor services.

The Composition of the 'stakeholders' Relationship Committee is as under:-

tv1r. B.B.Jain : Chairman of the committee and lndependent Director

:d 'lhe ffil::Jl:,", .H;::i"";::;Tli:::Jl: ;i::::',"J ?::::: .f shares ,. d scuss .,her, matters on 22.07.2013, 07.08.2013 and 21.03.2014

moersll are li4r H.R. Dhawan is the compliance officer.

The company has an investor base of over 2768 shareholders. During the year under review, no

.2014. complaints remained pending. There is no valid request pending for Share Transfer as at the year

end.

ry thebfined

t9

T

YORK EXPORTS LIMITED(4) General body Meetings.

The last three Annual General Meetings were held as under:

Financial Year Date of A.G.M. Time Venue

2012-2013 30.09.2013 '11.00 A.M. r-ood ptus, w.A,141, Shakarpur_2,Delhi-92

2011-2012 29.09.2012 11.00 A M r-ooo Htus, w.A, 14j, Shakarpur_2,Delhi-92

2010-2011 30.09.2011 11.00 A.M. Food Plus, W.A, 141 Ganesh Nagar{Delhi-92

No special resolution was passed by the members through postar bailot.No extra ordinary meeting was held during the year.

compliance certificate for corporate Governance from practicing company secretaries is annexedherewith.

(5) Disclosures

a) Related party Transactions

Related party transactions in terms of Accounting Standard-1g are set out in the notes toaccounts These transactions are not likely to havs a conflict with the interest of the Company.The details of all significant transactions with related parties are periodically placed before theAudit committee and the Board' All the related party transactions are negotiateo on arms, lengthbasis and are intended to further the interest of the Company.b) Disclosure of Accounting Treatment

ln the preparation of financial statements, the company has followed the Accounting standardsissued by the lnstitute of chartered Accountants of lndiaio the extent applicable.c) Disclosures of Risk Management

The company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures. A Risk Management committee consisting of seniorExecutives of the company periodically reviews these" procedures to ensure that executivemanagement controls risk through properly defined framework. The company has framed the riskassessment and minimization procedure, which is periodically reviewed oy irre Audit committeeand the Board.

d) Proceeds from public issue, rights issue, preferential issue, FccB issue, etc.During the year, the Company haspreferential issue and FCCB issue.

not raised any funds from public issue, rights issue,

Particulars of Directors to be appointed/re_appointed

lnformation pertaining to particulars of Directors to be appointed and re-appointed at the forthcoming Annual General Meetlng is being included in the Notice convening the Annual GeneralMeeting.

Management Discussion and Analysis

A Management Discussion and Analysis Report forms part of the Annual Report and includesdiscussions on various matters specified under clause 4g(lv)(F) of the Listing Agreement.

2o

e)

Irdes

YORK EXPORTS LIMITEDS) Penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any

Statutory Authority

No penalties or strictures have been imposed on the Company by Stock Exchanges or SEB) orany Statutory Authority on any matter related to Capital Markets during the last three years.

(h) code of conduct:

The company has adopted the code of conduct and ethics for Directors and Senior Management.The code has been circulated to all the Members of the Board and Senior Management and thesame has been put on the Company's website www.yorkexports.com. The Board Members andSenior Management have affirmed their compliance with the code and a declaration signed bythe Chairman & Managing Director under clause 49 of the listing agreement is annexed to thisreport.

(i) Review of Directors' Responsibility Statement

The Board in its Report to the Members of the Company have confirmed that the AnnualAccounts for the year ended March 31, 2014 have been prepared as per applicable AccountingStandards and policies and that sufficient care has been taken for maintaining adequateaccounting records.

C EO/CFO Certifications

l.'lr. Gian Chand Dhawan, Chairman & Managing Director and Mr. H.R. Dhawan , CFO (Corporate= nance & Accounts), who are carrying responsibility of CEO and CFO respectively have given:EO/CFO certificate as per format prescribed under Clause No. 49(V) of the Listing Agreement to theBoard at its meeting held on 30th May, 2014

Compliance Certificate

Compliance Certificate for Corporate Governance from Practising company secretaries is annexed^erewith.

SEBI Complaints Redress System (SCORES)

The Company processes the investors' complaints received by it through a computerized complaints'edress system. The salient features of this system are Computerized database of all inward receiptsand action taken on them, online submission of Action Taken Reports (AlRs) alongwith supportingcocuments electronically in SCORES. The investors can view online the current status of theircomplaints submitted through sEBl complaints Redress System (scoRES).

Means of Communication

ra) The Quarterly/Half-Yearly/Annual Audited Results of the company are sent to theStock Exchanges immediately after they are approved by the Board of directors andpublished in newspapers They are also displayed on the company's website.

r5) Annual Reports are sent to shareholders by registered post/courier service

10 General Share Holder lnformation

ra) Annual General Meeting

As indicated in the notice, Annual General Meeting of the Company will be held on 30thSeptember, 2014 at 09.00 AM at Food plus, wA - 141, Shakarpur, Delhi-92

(bt Tentative Financial Calendar

, i - Results for quarter ending 30.06.201 4 : 2nd week of August, 20.14

2t

lt

I!it

II

tj

YORK EXPORTS LIMITEDI (d) - Results for quarter ending 30.09.2014

(e) - Results for quarter ending 31.12.2014

(f) - Results for the year ending 3.1 .03.201S

(g) Book Closure

From 27.09.20i4 to 29.09.2014 (both days inctustve)

(h) Date of Payment of Dividend

Not Applicabte

(i) Listing Detaits

The equity shares are listed on the following Stock Exchanges:1) Bombay Stock Exchange Limited

2) Delhistock Exchange Limited

3) Jaipur Stock Exchange Limited

4) Ludhiana Stock Exchange Limited

Note: Annuar Listing fee for the year 2014-201s have been dury paid.0) BSE- Stock Code: 530675

(k) BSE- Trading Symbol: YORKEXP

(l) Demat lSlN Number in NSDL & CDSL : tNE057e0101B(m) Transfer of shares

All transfers are processed by R & T Agents and approved by the Share Transfer committee ofDirectors.

(n) The company has not issued any GDR's/ADR's and there are no warrants or anyconvertible warrants.

: 2nd week of November,2014

:2nd week of February, 2015

: 4th week of May, 2015

(o) Distribution of Shareholding and shareholding pattern as on 31st March, 2014.Range lnNumbers

No. OfShareholders

% To Total No. Of Shares % Of TotalEquity

1 -5000 2,490 89.95 4.48 900

128500- rt900

13.35

tu5001 -1 0000 153 5.531 0001 -20000 45 1.62 2.1420001 -30000 12 0.43 30 500 0.9130001 -40000 14 0.51 49.700 1.4840001 -50000 3 u.1 1 1 4.1 00 0.4250001 -1 00000 19 0.69 1 40.800 4.18100001 & Above 32 1 .16 24 78 400

33'62800

73.70TOTAL 2768 100.00 100.00

22

YORK EXPORTS LIMITED

mmittee of

ts or anY

Categories of Shareholders as on 31'03'2014

(p) Dematerialisation of Shares and liquidity

100%ofthePaid-upcaprtalason31stMarch,20l4hasnotbeendemateria]ised.

(q) outstanding GDRs/ADRsMarrants or any convertible instruments' conversion date and

likelY lmPact on equitY

Not issued

(r) Plant Locations

' , Civil Lines, Ludhiana.

(s)AddressforcorrespondenceforSharestransferandrelatedmatters:

The Company's Registrar & Share Transfer Agent (RTA)' address at:

Beetal Financial & Computer Services Pvt' Ltd'

BEETAL House, 3rd Floor, 99, Madangir'

Behind Local ShoPPing Centre'

New Delhi -1 10 062

Tel No. 01 1-29961 281-83, Fax No' 011-25961284

The Company's registered office' address at:

505, AmbadeeP, Kasturba Gandhi Marg'

Connaught Place, New Delhi-1 10001

L*

Category

Promoters & Associates

F'nancral lnstitutions. Mutual

Funds & Banks

Foreign lnstitutional lnvestors

NRls

GDRs

Other Bodies CorPorate

General Public

Total

No of shares held % of shareholding

2482300 73.82

0 0

0 0

0 0

0 0

66000 1.96

B1 4500 24.22

3362800 100,00

X Totaliquity

13.35

382

214

0.91

1.48

042

4.18

73.70

23

I

YORK EXPORTS LIMITEDCERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofYORK EXPORTS LIMITEDNew Delhi

we have examined the"rcomPliance of conditions of corporate Governance by yoRK EXpoRTS LlMlrED3;Ji:J;il,;:ffi-tJ.n#A:T zoia-as stiputateo in crlusJ+g or t" iilti,g'nglu,"nt or the said

The compliance of conditions of corporate Governance is the, responsibility of the Management. ourexamination has been limited to a review of the procedr;"; ;;; irpt"mentriion ft,"i"or, adopted by the

fi:Tilt[H"lJ l]tiff :?::':::; *y the conditio,.

"r *.'" corporate co,"in-un"u as stipurated incompany.

rv .rerLrrsr drr duurr nor an expression of opinion on the financial statements of the

ln our opinion and to the best of our information and according to the expranations given to us and basedon the representations made bv the 6ir"ip:,.^:il^t_il:l;glr91, rrue certify t[at the company hasi,9.TlJXiX[r*!;,"ono'tions

of cotpot't" covernance as stipLirated in crause 4e of the above-mentioned

ili:

Declaration

To The Members OfYork Exports Limited

l' Gian chand Dhawan' chairman & Managing Director of the company, hereby certify that the boardmembers and senior Management pe,sonnet hive affirmeo coipriance with the riles or code of conductfJ,*;Xlitcial vear enoel er;i ,ri"ll'io,+ pr.rrrnt io ir.,-e'reqrir"rent of cLrr" 4e of the Listing

Place : LudhianaDated : 30th June, 20.14

Place: New DelhiDated: 30rh June, 2014

For REECHA GOEL & ASSOCTATESCompany Secretaries

cP NO.7012

(REECHA GUPTA)

Membership *". E!'f;

For york Exports Limited

(Gian Chand Dhawan)

Chairman & Managing Director

i[]I

I

,l-

*

-

24

YORK EXPORTS LIMITED

i:;^ No. of the company'rr- rol Capital

COMPLIANCE CERTIFICATE174899D11 9B3PLC01 541 6Rs. 610 Lacs

IEDsaid

Ourthe

f the

TES

7012

PTA)Prop.6562

ited

)

-: :^e membersYork Exports Limited:,:5 AMBADEEP K.G. MARG:iNNAUGHT PLACE'.e.,,'Delhi

"' e have examined the registers, records, books and papers of york Exports Limited as required to be-a rtained under the companies Act, 1956 and companies Act 2013 and the rules made there under;-c also the provisions made in the Memorandum and Articles of Association of the company for the'-a^cial year ended on 31't March, 2o14.ln our opinion and to the best of our information and according:: :-e examinations carried out by us and explanations furnished to us by te company, its officers and::e^:s we certify that in respect of the aforesaid financial year:

in

sedhas

!

S.NO PARTICULAR-The company has kept

i^"I[l,]*:.:t,l"j]h: provisions of the Act and ihe rules made rhere under and a1 entries

The company has dwith the Registrar of the Companies.

'B' to this certificate,

Tl " "Srpr"y bei"g

of^ .D.I99tors OrtV

?:,22!7212 ?2tg?t?0^1? 11to5t?913, 26t06t2013, st rott riiiti,',i oa,io,i12t0et2013, 13t11t2013, 20t12t2013, 24t12t2013, ZZhZ.tiotl, iairc,,io,iand 2810312014 respect of which meetings proper notices were given and thewere properly recorded and signed in ine Minutes Book maintained for the

The Board07t05t2013,31t08t2013,17 t03t2014proceedings

The company hasyear under scrutinv.The Annual Gene

:::::]y::g^li::f:"1".^,,l".i",Toers of ti" ;;;*y uno"ti," resorutions passed thereatrecorded in the minutes book maintained for the

!o frtrr OrOinrryThe company f,referred to under section 295 of ihe companies Act, ,1956 and under section 1gs of theCompanies Act, 20'13.

has carried out transactionslattiis GamE of section 2gT of the Act.The.Company nthe Act.The company h

@e ,ay oe ,ho"i se"tion 314 of the Act.The CompanV

e for refund: ;ffi;; ffi:i::;

(r) Has delivered the certificates on lodgement of transfer(s) thereof in accordance with theprovisions of the Act. There was no aiotment/transmission of shares orri"g ih"';;rr.tiit has not deposited any amount in the separate Bank Account as no dividend was declaredduring the financial year.tirr) has not posted any dividend warrants to any members as no dividend was declaredduring the financial year.,'.,

:i:::,il::ill:j:l:T:j_"r.1:111,1!:.Jn,"r,ors education and protection Fund in respecr

YORK EXPORTS LIMITED

Place : LudhianaDated : 30.06.2014

For Reecha Goel & AssociatesCompany Secretariei

(Reecha Gupta)C.P. No.7012

fr1:ii*liff;:1f ru"tion Zt 7 of the Act.tne eoara;7lh; O,ru.,ort

directors, arternate iirectors ,,io Jii!.i"r. to fi, casuar vacancy during the

of the additional

P'1:TIji"?"#

+ rndu, ."rrfisuch authorities.,piescribed

The Dire ;r, - ' vv Yr r

ethererr.:@has not issued

lration of transfe, of shares.

fnu t:,%ctionrao?iii'. are^ within the limits under

of Companies Act. 2013section zgg(r)G) ii

ii:*e+Jo1.,o,theottrnoqo-theyJar,no"Ln.lqJenttyno,nu ao,

r durinq thewith respect toIiilat6i?,nu ao,

wrrh respect to tre-oOjEiii?the Company during the year under scrutiny.

ll'?",""rffi

-:'l'iil

trre companihil rilr received any m-nEffi securitytromrts@

26

YORK EXPORTS LIMITED

rtmentng the

ng the

mpanyicribed

s there

Ihts to

within

Xd) of

'ovidedntly no

fiion of

lects of

ame of

caBital

mpany,

nancial

)vrstons

)ciatesetaries

Gupta)o.7012

Annexure Aiec sters as maintained bv the Companvjl;.,-:', R.ec sters

. 3opres of every document for creation of chargea

a

a

a

Register of chargesRegister of membersCopies of Annual Returnf,'lrnutes Books of- Proceedings of General meetings- t leetings of Board of DirectorsScoks of AccountsRegister of ContractsRegister of DirectorsReg ster of Director shareholding etc.Re_c ster of lnvestmentsSnare transfer Register

a

I

t

a

a

a

Annexure B::-s and Returns filed by the Company with the Registrar of]: ,='-nent. and other authorities during the financial year ended

= =:e : Ludhiana)z'.ec : 30.06.2014

Companies, regional Directors, Central3'l't March,2014

under Section

136143150163

I 93/1 96

2093013033073724

For Reecha Goel & AssociatesCompany Secretaries

(Reecha Gupta)C.P. No.70'12

l-..: FormNo.i Return

U/S For Date offiling

Whetherfiled inprescribedtime

lf Delaywhetherrequisiteadditionalfee paid.

Form 17 135 Satisfaction of charge 2910612013 Yes N.A.

Form 8 125 Particulars of charge 0210712013 No Yes

Form 23D Appointment of CostAuditor

0410812013 Yes N.A.

Form 23B 224 Appointment of Auditor 1711012013 Yes N.A.

ComplianceCertificate

3834(1) 31103t2013 1911012013 Yes N.A.

BalanceSheet

220 3110312013 1911012013 Yes N.A.

AnnualReturn

159 3010912013 2711112013 Yes N.A.

Form 5 Redemption ofpreference shares

20t02t2014 No Yes

27

YORK EXPORTS LIMITEDINDEPENDENT AUDITORS' REPORT

ToThe Shareholders ofYork Exports Ltd.

Report on the Financial Statements

we have audited the accompanying financial statements of york Exports Ltd, New Dethi (,,the company,,),which comprise the Balance sheet as at March 31,2014, the Statement of profit and Loss and cashFlow statement for the year then ended, and a summary oi significant accounting policies and otherexplanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flows of the companyln a""oroance with theAccounting principles generally accepted in lndia, inctuoing irre Accounting Standards referred to in sub-section (3c) of section 211 of the companies Act, 19sd ("ttre Act"y. Thrs responsibility includes thedesign, implementation and maintenance of internal 'control

retevant to the preparation and presentationof the financial statements that give a true and fair view ano are free from ,ut"ri"t misstatement, whetherdue to fraud or error.

Auditors' Responsibility

our responsibility is to express an opinion on these financial statements based on our audit. weconducted our audit in accordance with the Standards on Auditing issued by the lnstitute of charteredAccountants of lndia. Those Standards require that we .orpiv with ethical requirements and plan andperform the audit to obtain reasonable assurance about wheiher the financial statements are free frommaterial m isstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements The procedures selected depend on the auditor's judegment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror' ln making those risk assessments, the auditor considers internal control relevant to the company,spreparation and fair presentation of the financial statements in order to design arJiiproceoures that areappropriate in the circumstances' An audit also includes evaluating the ap"propriateness of accountingpolicies used and the reasonableness of the accounting ".t*rt"r made by management, as well asevaluating the overall presentation of the financial stateirenrs, we believ" inrt tr,u audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audlt opinion

Opinion

In our opinion and to the best of our information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principies generally accepted in lndia,

(a) ln the case of the Balance Sheet, of the state of affairs of the Company as at March 31.2014;

(b) ln the case of the Statement of Profit and Loss , of the profit for the year ended on that date; and

(c) ln case of the Cash Flow Statement, of the cash flows for the year ended on that date

28

E__

YORK EXPORTS LIMITED

pany"),I CashI other

lrr vrewvith thein sub-tes therntationrhether

lit Werarteredrlan andee from

sures inding thefraud ormpany'sthat arecounting; well asence we

r us, theve a true

and

Eeport on Other Legal and Regulatory Requirements

' :. required by the Companies (Auditor's Report) Order,2003 ("the Order")

--:"=---ent of lndia in terms of sub-sect'ion (4A) of section 227 of the Act, we

:-::=-ent on the matters specified in paragraphs 4 and 5 of the Order'

- ls 'equired by section 227 13) of the Act, we report that:

: ,., e have obtained all the information and explanations which to the best of our knowledge and belief

/,.'e 'recessary for the purpose of our audit;

: - orJr opinion proper books of account as required by law have been kept by the Company so far as

.::€a's from our examination of those books ;

. --e Batance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report

:-: - agreement with the books of account ;

: - cur opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with

-e :ccounting Standards referred to in subsection (3C)of section 211 of the Companies Act, 1956;

: l- 1he basis of written representations received from the directors as on March 31,2014' and taken on

-.::-: by the Aoaro oi-Dir"ltor., none of the directors is disqualified as on March 31,2014, from being

.::,: ^ted as a director in terms of clause (g) of sub-section (1) of section 274 of the companies Act'

' ..-:;

For NANDA & BHATIAChartered Accountants

(Firm Registration No' 004342N

issued bY the Centralgive in the Annexure a

(AVTNASH BHATIA)Partner

M. No. 13791

P ace: The Mall, Ludhianafated: 30.05.2014

29

[-

IORK EXPORTS LIMITEDANNEXURE TO INDEPENDENT AUDITORS' REPORT

fiffi'fifl"tiJ:,tjJ:?:ill S/"Y]i,T-'HE HEADTNG oF ,,Reportins

on other Lesar and Resuratory

1. ln respect of Fixed Assets:

(a) The company has generally maintarned proper records showing full particulars, includingquantitative detaits and situaiion of Fixed

^sJJ; ,'""

(b) As explained to us' the management has physically verified Fixed Assets during the year, whichin our opinion is reasonable hJving regard io ir,e size oi ir," "orpany

and the nature of its assets.No materiardiscrepancies were niti""o on such ,"nn.ltil,(c) ln our opinion , th-e company has not disposed off any substantial part of its FixedAssets so. as to affect the g'oing concern status of the company

;

. ln respect of its lnventories:

(a) As explained to us, physical verification has been conducted by the management ati::::ffi||!

intervals in respect of inventorier.-r" ,"# opinion, the frequency of verification is

(b) ln our opinion and according to the information and expranations given to us, theprocedure of physical verifi6ation of inventories -'iorrori"i'''

o1r'" ii" grnrnrg"r"nt

is;"rXilJ*"

and adequate in relation to ilr" s." oi"u." company and the nature of its

(c) The company is maintaining proper records of inventories. As explained to us no discrepancieswere noticed on verification between the physicar .i""i. ,"0 the book records.

ln respect of Loans / Advances:

(a) The company has not granted during the year any roans, secured or unsecured, to companies,firms or other parties covered in the reigisteimuiniuruJuiOer Section 301 of the Act.(b) The company has taken unsecured lgrl:^fl9, five parties covered in the register maintainedunder section 301 of the companies Act.1956, Tilni;;i,iur rrount invotved during the yearwas Rs.2,15,38,318.00 and the year eno uatanle *r.'n.1,ia,38,318.00.(c) The roans are interest free and without any terms and conditions.

ln our opinion and according to the information and explanations given to us, there are adequateinternal control procedures-corrunrrrrte with the size or t,u company and the nature of itsbusiness with regard to purchase of inventory, fixed ,s.J., ,no with regard to the sale of goods.During the coursi of our'audit, ;; ;u;" not o'bserveo anv ,iaior weakness in internar contrors.ln respect of transactions covered under section 301 of the companies Act, 1gs6.

(a) ln our opinion and according to information and expranations given to us, the transactions that;ff:"olJ: !j""ir-"J"T

in the resister maintaineo ,ro", ru"-tion 301 or the companies Act, 1e56

J.

5.

30

theis

its

equatel of itsgoods.ils.

ns thatr, '1956

D.

YORK EXPORTS LIMITED(b) ln our opinion and according to information and explanations given to us, the transactions made

in pursuance of contracts or arrangements entered in the register maintained under section 301of the Companies Act, 1956 and exceeding the value of Rs.5 Lacs in respect of any party duringthe year have been made at prices which are reasonable having regard to prevailing marketprices at the relevant time.

ln our opinion and according to the information and explanations given to us, the company hasnot accepted deposits from the public; within the meaning of Section 5BA and 58AA of the Actand rules framed there under.

ln our opinion , the company has an internal audit system commensurate with the size andnature of the business ;

We have broadly reviewed the cost records maintained by the company pursuant to theCompanies (Cost Accounting Records) Rule 2011 prescribed by the central Government under.Section 209(i) (d) of the Companies Act, 1956 and we are of the opinion that prima facie,..eprescribed cost records have been maintained are being reconciled with the financial Staten''entsfor the year. We have, however, not made a detailed examination of the cost recorCs lvith a viewto determine whether they are accurate or complete.

ln respect of Statutory Dues:

(a) According to the records of the company , the company is generally regular indepositing with appropriate authorities undisputed statutory dues including ProvidentFund , lnvestor Education Protection Fund , Employees State lnsurance , lncome Tax,Sales Tax, Value Added Tax, Wealth Tax, Service Tax , Cess , Custom Duty/Excise duty andother statutory dues , applicable to it , with appropriate authorities

(b) According to information and explanations given^to us, no undisputed amounts payable inrespectof aforesaiddueswereoutstandingasat3l.' March,2014 for a periodof morethansix months from the date of becoming payable

rc) According to the records of the Companyand information and explanations given to us, there areno dues as at 31''.March,2014, in respectof Wealth Tax, Custom Duty, Sales Tax, Excise Dutyand Cess which have not been deposited on account of any dispute.

There are no accumulated losses as at the end of the financial year. The company has notincurred cash losses during the current financial year and in the immediately preceding financialyear.

ln our opinion and according to the information and explanations given to us, thecompany has not defaulted in repayment of dues to financial institutions, banks or debentureholders

As explained to us , the company has not granted any loans or advances on the basisof security by way of pledge of shares, debentures or any other securities

ln our opinion , the company is not a Chit Fund or a Nidhi Mutual Benefit Fund /Society . Therefore , clause 4(xiii) of the Companies Auditor Report Order (2003 ) are notapplicable to the company ;

ln our opinion , the company is not dealing in or trading in Shares , Securities,Debentures and other lnvestments . Accordingly , clause 4(xiv)of the Companies (AuditorReport) Order , 2003 is not applicable to the company

31

15

16.

17

18

19.

20

YORK EXPORTS LIMITEDAs per the records of the Company and as per information and explanation given to us, thecompany has not given any guarantee for loans taken by others from banks or financialinstitutions during the year.

on the basis of overall examination of the Balance Sheet of the Company term loans raisedduring the year have been applied for the purposes for which they were raised.

The funds raised by the company on short terms basis have not been used forlong term investments , nor the funds raised on long term basis have been usedfor short term investments , as it appears from the e'xamination of the records ofthe company.

According to the information and explanations given to us , the companypreferential allotment of shares to parties ,no companies coveredmaintained under Section 301 of the Companies Act, 1g56 ;

on the basis of the records and documents examined by us , the company has notissued any debentures during the year ;

The company has not raised any money by pubric rssue, during the year

21' ln our opinion. and according to the information and explanations given to us , nofraud on or by the company , has been noticed or reported during the year thatcauses the financial statements to be materially misstated .

Place: LudhianaDated: 30.05.2014

has not madein the register

For NANDA & BHATTAChartered Accountants

(Firm Registration No. 004342N

(A.C. BHATTA)Partner

M. No. 13791

32

YORK EXPORTS LIMITED

ParticularsNote

5,a Rs.Current%

Sha rehotder,. ir nl"- "' - "

fl::g-,term borrowrhgs n ovvzvr tc.te 103726990.48

Long-term prorition" 220,9!?99?3 220a13s2.76

FOR AND ON BEHALF OF THE BOARD

Share CapitalReserves & Surplus ?--vy' rvr q eurprus

3 93629000.00 38621000.00

lu::;._:::lriabirities ffi -##

iil|;tffT,l,J,"o"*,,n" a -ffi -Trade Payable 6other ",liiliiruiriti"" 7 16706403.4e 14s0371s.s1sh";G;;,oi,1i,on" B Saii|;r_o1l, :*m:t:lrorAL =*#2237172A

ASSETS 143755710

Non-current assetsrrxed AssetsTangible assets

fi:ll3i#:il;l,H;"';. 13 3s4ese7s

rong-r;i; i",,=JLo Advances i) "r[:g$ff

iitilijffi;;::1,:."""" -E#-'g]# uz.,uo.oTrade receivables 13cJr;;;3il'lirirrrunt, 14 68048368'09 691 121oo ooshort-term [];;# advances ;3 ,':,itr?J??8 ,;llllllg;i10674807.23 titoiagi.daTOTALSignificant Accounting policies

11-g'99"'pr;il;';,".areanintesrar ,, m ffi

part of the financial statements

As per our report of even date

- For NANDA & BHATTA

r! CHARTEREDACCOUNTANTSrrrm Registration No. 004342NqlHT,J ,!il3[ft, Jilt,^'^t,

^ sec,eia.f 'a utrector Directoruomptjance OfficerPlace: LudhianaDate: 30.05.20.14

(ASHWANt

DHAWAN)

Director

(GIAN CHANDDHAWAN)

ManagingDirector

(A. C. BHATTA)partner

M. No. 13791

-1 ^.,

;liiixi:,

YORK EXPORTS LIMITEDSTATEMENT OF PROFIT & LOSS ACCOUNT FOR THEParticulars YEAR ENDED 31ST MARCH,2014

NoteNo

Current year -E&loRi?INCOME Rs. Rs.Revenue from OperationsOperating lncome

Other lncome

Total Revenue

EXPENSESCost of materials consumedPurchase of Stock_in_Trade

Changes in inventories of finished goodswork-in-progress and Stock_in_Tra;;

--

Employees Benefits expenseFinance costsDepreciation and amortization expenseOther expensesTotal expenses

Profit before taxTax expense:Current YearDeferred taxProfit for the year

Earning per equity share:Basic and dilutedSignificant Accounting policies

I!: "::orlanying nit", ,r" an intesralpart of the financial statements

1920

21

22231024

FOR AND ON BEHALF OF THE BOARD

(.24\

-As per our report of even date

For NANDA & BHATTACHARTERED ACCOUNTANTS

Firm Registration No. 004342N

(A. C. BHATIA)

PartnerM. No. 13791

17

18

1 159162B5.48

1 159.16285.486677982.39

122594267.57

26059667.533066379.23

1503002.00

37208161 .005354378.476210910.00

43004543.90

-

122407042.13

187225.74

17600.000.00

169625.74

67403362.0667403362.06

2083806.s7

69487168.63

27365529.002978295.00

(12880614.00)

1929226s.002767602.116645188.00

27485684.75

-

73653949.90

(4166781.27)

1 1000.000.00

-

(4177781.27\

-

0.0s

-

lryf.YtEET (BHARAT (AAYUSHSAHARAN) BHUSHAN) oiewnN).::HT'- Director Director'

Compliance OfficerPlace: LudhianaDate: 30.05.2014

(ASHWANt

DHAWAN)

Director

(GrAN CHANDDHAWAN)

ManagingDirector

34

YORK EXPORTS LIMITEDNOTE NO. 1

SIGNIFICANT ACCOUNTING POLICIES

i)

ii)

iii)

iv)

v)

vi)

Fixed Assets

(a) Fixed assets are stated at their original cost, which includes duties, taxes and incidental

expenses.

(b) Depreciation has been provided on written down value method on pro-rata basis at the rates and

manners prescribed by Schedule Xlv of the companies Act, 1956.

lnvestments

lnvestments are carried at cost and provision is made in the accounts for diminution in the value

of quoted investment

lnventories Valuation

Raw materials, stores and spares and packing materials at cost, work in process at raw materials

cost plus conversion cost depending on the stage of completion, finished goods at cost or net

realisable value whichever is less and waste/damaged goods etc. at estimated realisable value.

Employees Benefits

Gratuity- provision for liability in respect of gratuity is accounted for on the basis of an

independent actuarial valuation. The present value of defined benefit obligation as at the end of

the year is determined using the projected Unit Credit method i.e. each period of service rendered

by the employee is considered to give rise to an additional unit of benefit entitlement, gradually

building up the final obligation"

Leave encashment - provision for Leave encashment is accounted and provided for at the end of

the financial year.

provident Fund- Liability is determined on the basis of contribution as required under the statutory

rules and charged to profit and loss account.

Export Sales

The export sales are accounted for on CIF as well as on FOB basis in consonance with the

nature of contract executed with the foreign buyers. Other sales are net of Vat'

Reorganization of lncome & Expenditure

All incomes and expenditures are accounted for on accrued basis except insurance claims, which

are being accounted for on receipt basis.

(a)

(b)

(c)

35

YORK EXPORTS LIMITEDvii) Contingent Liabilities

contingent liabilities are disclosed by way of Notes to Barance sheet. provision is made in theaccounts in respect of liabilities which Lre ,Jno*Loged by the company and which havemateriar effect on the position stated in the baranr" .rr"",.viii) lmpairment of assets

At each balance sheet date' the company reviews the carrying amount of its fixed assets todetermine whether there is any indication ft,rt t,ulrr"tr sunelo rnf irn-prirrent loss. rf anysuch indication exists' the recoverable amount or t*-rrr",s is estimaied in order to determinethe extent of impairment of loss Recoverable

"r1rr, ,. higher or tre assets net seiling price andvalue in use' ln assessing value in use, estimated future cash flows expected from the continuinguse of the assets and from its disposal u. oi."orn*o ,o tneir preseni *,ru using a pretax:;t"?,rliiii[that

reflects the current market assessment of time varue of ,on"y and the risks

ix) Taxes on lncome including Deferred Tax

Current tax is determined as theDererred !I,. f ::o* i,"d * ;.XL",[,:"JJ;J.[?];:f # r:::H:: :l ffiH :?:]:,.l"ffiXassets' on timing differences' being the difference bu*""n the taxabre income and accountingincome that originate in one year and are capabre J r"rurrrr in one or more year. Deferred taxassets are not recognized unress there is , .rirl,"ri .future years v re o rurrrurelll assurance with respect to its reversal in

x) Foreign Currency transactions

Transaction denominated in foreign currency is recorded at the exchange rate prevairing at thefl:[::,nT,.X[T,ril'fi^tJ'r:ifi'ff";,i:::nl'J""tir","nt r "on,",'..,-or ro.uisn currency

FOR AND ON BEHALF OF THE BOARD As per our report of even dateFor NANDA & BHATTA

. CHARTEREDACCOUNTANTSFirm Registration No. 004342N

(NAVNEET rBHt.TlI (AAyusH (ASHWAN| (G|AN CHANDSAHARAN) rlnusHaruy liawnr,ry DHAWAN) .oHawaruy

."f3#i:'lJ?.", Director Director' Director ;rnrsins

place: Ludhiana Director

Date: 30.05.20.14

(A. C. BHATTA)partner

M. No. 13791

36

YORI( EXPORTS LIMITEDNOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR CH,2014p"rti"rt,

2 SHARE CAPITALnurHOnlseo-'-50,00,000 EeUtTy SHARES OF Rs. 1Ol_ each.1,10,000 4% Red.eemaUte flon irrrltiuu preferenceShares of Rs. 100i_ eachTOTAL

quity shares of Rs10/- each fully paidTotal(A)

Current Year o-.revious ""L

lOuitV Shares of Rs.10/_ each

F,T::Ja:tl:1::#iti*i^ ","^ .??3333

i?333333 33 ,??3333 ??333333 33Totat __

5110000 61000000^00 _Bl0o0o

6-100000000

shur,i. rirotrn"nt money receivabre 3362800 33628000'00 3361400 33614000.000.00 14oo zooo.oo4% Redeemable non_cummulative

0preference shares or ns.rool- eal u 0'00 50000 s000000.00Totat $6rs00 3361800000 34i 2800 3861 000J0

companv

M/s York Wootten pvtftO.

No or hares %Ase ,u" ii1X,rll."

'T'on"

Current yeaiRs.

Previous yearRs.

50000000.0011000000.00

61000000.00

-

33628000.00

33628000.00

-

50000000.001 1000000.00

-

61000000.00

-

33614000 00

-

33614000 00

-

(Previous Year.1400 equity shares of Rs.10l each, Rs. 5/_ 0.00not paid up) '| v/ vqw! Ir I \D' ir/- 0.00 7000.00Total (B)

:?999."r:Sedeemable non cummutative preference -----+* - .ildddd7000.00

-

Shares of Rs. 1oo/- ur"r, irir/i;il ;;ffJ.; 0.00 --00oooo o0

Total(C)

Held5o4ooo lTeep.n Cjan Chand Dhawan cu4uuu 14.99 - - 502000--49,Mrs MohiniD;;;;.."

, 2e4500 8 Ig 'ilffi

8.762ss7oo I ze igsiob B.7s

-1 /

YORK EXPORTS LIMITED

Particulars Current YearRs.

Previous YearRs.

Reserves & SurplusGeneral ReservesAs per last Balance SheetSecurities Premium AccountAs per last Balance SheetLess Arrears (As per last Balance Sheet)

Capital Redemption ReserveAs per last Balance SheetAdditions during the year

Export Profit ReserveAs per last Balance SheetSurplus in Statement of Profit and LossAs per Last Balance SheetLess: Transferred to capital redemption reserveAdd: Profit for the yearAdd:lncome Tax Adjustments for prior periods

Total

Long Term BorrowingsSecuredTerm Loans ( Machinerv )

From SIDBI(Secured against Hyp.of Machinery , Mortgage ofproperty and Guaranteed by two Directors )From HDFC BANK LTD.(Secured against Machinery, Mortgage ofproperty and Guaranteed by two Directors )Term Loans ( Vehicles )

From HDFC Bank Ltd.(Secured against Hypothecation of Car)financed Rs.40.00 Lacs @ of interest 10.25% PA repayablein 60 monthly instalments of Rs. 84757/- each and the lastinstalment due is on dated 05/05/2016 but repaid in full duringthe YearFrom lClCl Bank Ltd.(Secured agalnst Hypothecation of Car)financed Rs.5.00 Lacs @ of interest 10.38% PA repayable in60 monthly instalments of Rs.10625/- each and the lastinstalment due is on dated 01 .01 .2018From BMW lndia Finance Services Pvt.Ltd.(Secured against Hypothecation of Car)financed Rs.16.63 Lacs @ of interest 11.06% PA repayablein 60 monthly instalments of Rs.36671/- each and the lastinstalment due is on dated 01 .01 .2018UnsecuredFrom Related parties ( Unsecured )York Oil & Fats Pvt.Ltd.From Directors/ Promotors ( Unsecured )Total

3528.52

27250000.000.00

27250000.00

5500000.005000000.00

10500000.00

4486155.00

27876806.96(5000000.00)

169625.746599.07

23053031.7765292715.29

3292560.00

0.00

0.00

309914.00

1 0664 1 6.53

1 253831 8.004800000.00---2?l,w,ff,lF

3528.52

27250000.0010500.00

27239500.00

5500000.000.00

5500000.00

4486155.00

3'1954588.230.00

(4177781.27)100000.00

27876806.9665105990.48

4a

5926440.00

I 997866.73

1 968638.90

400101 .00

1370028.13

10338318.000.00

38

22001392.76

YORK EXPORTS LIMITED

ParticularsCurrent Year

Rs.

Previous YearRs.

ansborrowings:ationofmachinery&firstchargebywayofrerm Loans borrowings from S-rD-Br is '"::l;g,!iy:y 9l:'i:ll::11',"',:3::?ilJffil":

t'''Term Loans borrowrngs

L Xi .ll sq.yards situated at ludhiana.

;::f3;:fffiX:i,1,'*'3f EB'itlB$?';':li:;;;;#i*'v "ir'vp?n""'ti"" bv wav or nrst charse on

plant & machinery

T:tri;l;i:?,r#il: ;:J".13rilil?9r,y1o te in Tzinstarments or Rs 2 1e4e0r each and carries interest

+{:rti:'"ru}:ffJ3Titrilst"s:;::[r-!ii15',i;i!:!1!]i::.r'.*men'is or Rs 86 568/.each and

carries interest a rr.tLii"i.n. uno the rast ."puyr"nt is due on dated 07/06/2016

Long Term ProvisionsGratuitY

Short Term Borrowings ( Secured )

456067.00

2633880.00

0.00

0.00

0.00

90187.00

3036',11.60

0.007678726.895999998.00

16706403.49

0.00

2633880.00

721288.35

499569.00

771781.03

81330.00

271960.22

9923910.710.000.00

14903719.31

From SIDBI(secured aqainst Hyp.of Machinery ' Mortgage of

;;;;;;iy *i Guaranteed bY two Drrectors )

From HDFC Bank Ltd'iS""ut"o against Machinery, Mortgage of

.

orooertv and Guaranteed by two lJtrectors '1

Teim Loans (Vehicles)

f ronr nOfC Bank Ltd'

iS""rr"O against Hypothecation of Car)

iinrn""O nsles.oo Lacs @ of interest 10'74%PA

;;;r;" ln oo ,nontnrv ilstalments of Rs ,50000/- each

and the last instalment due is on dated 0710712013

(Secured against Hypothecation of Car) -^

irrn""O RsI+o.oo Lacs @ of interest 10 25% PA

;;;r;" in oo *ontnrv ilstatments of Rs 847571- each

and the last instalment due is on dated 05i05/2016 but

reoaid in full during the Year

Fiom lClCl Bank Ltd'

is""ui.o against Hypothecation of Car)

financed Rs.5.00 t-acs @ of interest 10 38% PA repayable

in 60 monthly instalmenis of Rs"10625/- each and the last

in.trfr"nt due is on dated 0'1'01 2018

irom BMW lndia Finance Services Pvt'Ltd'

ia;;r;; asainst HYPothecation of Car) -

i*rn."o nslto.os Lacs @ of interest 11'06% PA

;;;;il" ]n oo montnrv ilstatments of Rs'366711 each

and the last instalment due is on dated 01 01'2018

Workino caPital borrowilgg - . .

iffiFc Bank Ltd. - PCFc A/c

From CorPoration Bank'C/C A/c

ito, Corboration Bank - PCFC Ar/c

is""rr"O aqainst Stocks & Book Debts'Mortgage

ti pi"p"i,v"r.J Gua'anteed by two Directors )

Total

39

YORK EXPORTS LIMITED

Particulars Current YearRs.

Previous YearRs.

6J Detaii of security for working capital borrowingshypothecation by way of first charge

and carries interest @ 1Oo/o lo

Working capital borrowings from banks are secured against

on company's stock, book debts and plant & machinery.

Terms of repayment of loans repayable on demandWorking capital borrowings from banks are repayable on demand

13.30% as may be communicated by the bank from time to time'Term loans borrowings are repayable in suitable instalments

Trade PayablesSundry Cieditors 2833076.00 6458758.99

Tarrr 2833076'00 6458758.00

There are no outstanding amount payable beyond the agreed period to Micro Small and Medium

Enterprises as on the Balance Sheet date to the extent such enterprises have been identified,

based on the information available with the Company.

Other Current Liabilities

11

TDS Payablelnterest accruedStatutory LiabilitiesOther LiabilitiesTotalShort Term ProvisionsFor TaxationTotal

Non Current lnvestmentsINVESTMENT (AT COST)Other lnvestmentsUnquoted ( Non Trade )

410285 (49.72Yo) Equity Shares of Rs.10/- each Fullypaid up of York Oil & Fats Pvt. Ltd.( Previous year 410285

equity shares of Rs.10l each.) (An Associate Company)

15000 Equity Shares of Rs.10l each Fully paid up

of Thapar Min. Chem. Ltd.

Quoted10000 Equity Shares of Rs.10/- each fully paid up ofSigma Cements Ltd. (Market Value Not available)

Less: Provision for Diminuition in value of Shares

Total

Long Term Loans & AdvancesUnsecured considered goodSecurity DepositTotal

78571.0034828.00

291454.002409787.6028't4640.60

17600.001 7600.00

4102850.00

150000.00

100000.00

4352850.00250000.00

41028s0.00

20798'1.00207981.00

152444.0064156.04

982479.002577744.593776823.63

11000.0011000"00

4102850.00

150000.00 l

100000.00

4352850.00250000.00

4102850.00

207981.00207981.00

12

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YORK EXPORTS LIMITED

Particulars Current YearRs.

Previous YearRs.

13 INVENTORIES(Valued at lower of cost or net realisable valuewhichever is less taken as certified as to quantity& value by the Managing Director)1. Raw Materials2. Work in Progress3. Finished Goods4. Stores and SparesTOTAL

14 Trade ReceivablesOutstanding for a period exceeding six months(Unsecured Considered Good)Other receivable(Unsecured Considered Good)TOTAL

15 Cash and Cash EquivalentsCASH & BANK BALANCESCASH IN HANDBank Balance with Scheduled Banksln Current Accountln Cash Credit Accountln Fixed Depositslnterest Accrued on Fixed depositsCheques on handTOTAL

(Unsecured considered good)TOTAL

15.1 Balances with bank includes deposits amounting to Rs. 1 1 ,55,000/- (Previous year Rs.46,55,000/-)which have original maturity period of more lhan 12 months.

15'2 Fixed deposits amounting to Rs. 1 1 ,55000/- (Previous year Rs. 1 1,55,000/-) are under lien of thebank for guarantees given to the President of lndia through Asstt. Commissloner of Customs,Ludhiana on behalf of the company.

16 Short-term Loans and AdvancesOthers

15091 1 14.005259475.00

46580152.001117627.00

68048368.00

431132.00

7502880.937934012.93

8986727.07

398057.9685301.63

1 155000.00287651.10200000.00

11',l12737.76

10674807.2310674807.23

10751884.0017569875.0035776674.002013667.00

661 12100.00

431132.00

1513606.001944738.00

5205253.A7

239939.661098074.244655000.00

182450.101360000.00

12740717.07

17704694.9617704694.96

42

YORK EXPORTS LIMITED

Particulars Current YearRs.

Previous YearRs.

18

17 Revenue from oPerationsExport SalesCottonMoollen Hosiery Goods Exports

Domestic SalesOther Sales Within lndia

Export lncentive DutY Drawback

TOTAL

OTHER INCOMElnterest Receivedlnsurance Claim ReceivedExchange Rate FluctuationCapitalGainRebate and DiscountBalance w/offMisc.lncomeProfit on Sale of AssetsTOTAL

Cost of Materials ConsumedOpening Stock of Raw MaterialAdd: Raw Material PurchasesLess: Closing Stock of Raw Material

Raw Material Consumed

Purchase of Stock in tradeKnitted GarmentsTotal

37713713.00

75132815.48-@3069757.00

115916285.48

4612849.53161 539.00812866.23

0.000.00

504.631081092.00

9131 .00- 66??98239

10751884.0030398897.531 5091 1 14.0026059667.53

3066379.2330663?923

35776674.004567.00

17569875.00- 53351 1 16^00

5259475.0046580152.00

8487.00-T184s114.o0

1503002.00

35413332.00

29393938.06648012ra062596092.00

67403362.06

226377 09'193520 00148208.28329703.55

37837.650.00

625472.00522688.00

20s38065?

15601525.0022515888.0010751884.00-ffioo

2978295.00-- 2glS?f/roo

30352047.00205.00

101 18250.00-ffi17569875.0035776674.00

4567.00--fusl i 1o^oo

(12880614.00)

19

20

2'l Ghanges ln lnventories Of Finished Goods, Work ln Progress And Stock ln Trade

Openinq StockFinished GoodsHosiery Cutting WasteWork ln Progress

Closinq StockWork ln ProgressFinished GoodsHosiery Cutting Waste

(TNCREASE) / DECREASE lN FINISHED GOODS &

WIP STOCK

43

YORK EXPORTS LIMITED

Particulars CurrentYearRs.

Previous YearRs.

22 EMPLOYEES BENEFITS EXPENSESalaries, Wages and BonusWorkmen & Staff HospitalityContribution to Provident Fund, ESI & Labour WelfareFundTOTAL

36303122.00209234.00695805.00

78442.0;

377625.0;

456067.00

(456067.00)

78442.00

(-)377625.O0456067.00

50o/o p.a.9.10% p.a.05% p.a.

NAIAL 2006-08 Ultimate

184s9142.00170453.00662670.00

372081 61.00 19292265.00

22,1 EMPLOYEES BENEFITSThe detail of employee benefits with regard to gratuity, a funded defined benefit plan, aregiven here:Changes in the present value of defined benefit obligationPresent vale of obligation at the beginning of yearCurrent Service CostAcquisition Costi(Credit)lnterest CostActuarial ( Gain )/ Loss on obligationBenefit PaidPresent vale of obligation at the end of the year 456067.00Changes in the present value of plan assets ( Not Relevant )Fair value of plan assets at the beginning of the yearExpected return of plan assetsContributionsBenefit PaidActuarial Gaini ( Loss )on plan assetsFair value of plan assets at the end of the yearNet ( Liability)/Assets recognised in the Balance SheetProjected benefit obligatlon at the end of the yearFair value of plan assets at the end of the yearFunded Statusunrecognised Actuarial (Gain)/ Loss at the end og theYearNet ( Liability)/Assets recognised in the Balance Sheet 456067.00Expense recognised in the Statement of Profit and LossCurrent Service Costlnterest cost on benefit obligationExpected return of plan assetsNet Actuarial ( Gain )/ Loss recognised in the yearExpenses Recognised in the Statement of Profit & LossActuarial assumptionsAttrition Ratelmputed Rate of lnterestSalary RiseReturn on plan AssetsMortality Table

44

YORK EXPORTS LIMITED

ParticularsCurrent Year

Rs.

Previous YearRs.

23 FINANCE COSTlnterest on borrowings

lnterest to Bankslnterest to Others

Bank ChargesTOTAL

4181349.0043409.00

1129620-475354378.47

1670473.15588519.00508609.96

2767602.11

23.1 CAPITALISATIONrnterest amounting to Rs.5g,423lg4 paid on funds borrowed from HDFC Bank Ltd. for acquisition of

machinery hffi b;"";"";;itrril"o till its installation and putting to use'

24 OTHER EXPENSESAdvertisementAudit FeeBrokerage & CommissionBuilding RePairsRebate & DiscountClearing & ShiPPing ExPenses

coniu,iption oi Sto'et and Spare Parts

DYeing & Washing ExPenses

ElectricitYEmbroiderY ChargesFabrication ChargesFreight & CartageFuelGeneral ExPensesGeneral RePairlnsuranceMachinerY RePair

Packing ExPensesRates and TaxesRentTOTAL

724259.0028090.00

3462018.00127200.00921056.87492167.00

6677721.706797879.003039291.00

445606.002534184.002060628.005051271 .00

5564085.33374992.00729222.00402098.00

1459909.00418466.00

1694400.0043004543.90

437575.1222475.00

2825543.001 16809.00

50385.60365595.00

2835471.162961396.002297678.00

159359.001 122958.001715707.903964285.004054885.01

516996.00751383.00655349.00758567.00178867.00

1694400.0027485684.79

45

YORK EXPORTS LIMITED

Particulars Current YearRs.

Previous YearRs.

24.1 PERCENTAGE OF RAW MATERIAL CONSUMEDa) RAW MATERTAL

COTTON YARN - INDIGENOUSWOOLLEN YARN - INDIGENOUS

b) STORES & SPARES _ tND|GENOUS- IMPORTED

24.2 F OREIGN CURRENCY TRANSACTIONSa) EARNINGS tN FORE|GN EXCHANGE

EXPORT OF GOODS ( FOB / CIF )

25

26

27

28

100%1000/100o/o

0o/o

37713713.00 35413332.00

100%1000/10Oo/o

0o/o

2929.1

b)1)

Contingent Liabilities ,n9! Pfoy,led for being guarantee issued by the Bank on behatf of theCompany of Rs.1 1.55,000/- ( previous yeai_-Rs.t i,55,000/_, '

Debit and credit Balances in the accounts of various parties are subject to confirmation by theparties.

Previous year s figures have been regrouped i reclassified wherever necessary to correspond withcurrent year's classrfication / disclosure.

lnterest accrued on a loan of Rs. 25.00 Lacs.advanced to a company has not been provided as thecheque for interest as well as of principal amount were oisnonored. The company has filedcomplaint under Negotiable lnstruments Act. out of loan of Rs.25.00 Lacs Rs. 8.50 Lacs havealready been received.

Related Party Disclosures:-

FOREIGN TRAVELLING usD 4000.00 252060.00 6500.00 356485.00

List of Related Parties & Relationsh

York Oil & Fats pvt.Ltd.York Woollens Pvt. Ltd.

ii) Key Management personnelSh. G. C.DhawanSh.Ashwani DhawanSh.Aayush DhawanSh. B.B. Jain

iii) Relatives of Key Management personnel :_

a) Mrs Mohini Dhawanb) Mrs Jyoti Dhawan

Company/Firm under tne same rnanagenrent

Managing DirectorWhole Time DirectorWhole Time DirectorDirector (Professional)

46

YORK EXPORTS LIMITED

Particulars Current YearRs. ln Lacs

Previous Year

29.2 Related Party TransactionsPurchase of Goods from york ExportsReimbursement of power & Fuel ExpensesReimbursement of Misc.Expenditure to york ExportsReimbursement of lnsurance Claim to york ExportsReimbursement of postage,Telephone & Salary Exp.Reimbursement of Delhi Office Exp.RecdReimbursement of Misc.Expenses from york ExportsSales of Goods to york ExportsPayments Received from the parties

Loan from york Oil & Fats pvt.Ltd.

Repayment of loan to york Oil & Fats pvt.Ltd

lnterest provided to york Oil & Fats pvt.Ltd.

Payment Made to parties /Bank foryork ExportsPayments Made to parties by york ExportsRemuneration paid to Sh. G.C. DhawanRent Paid to Sh.G.C.Dhawan

Remuneration paid to Sh.Ashwani DhawanRent Paid to Sh.Ashwani DhawanRemuneration paid to Sh.Aayush DhawanProfessional Charges paid to Sh.B.B.JainPayments made to Relatives

FOR AND ON BEHALF OF THE BOARD

!ryLv[EET (BHARAT (AAyusH (ASHWANISAHARAN) BHUSHAN) DHAWAN) DHAWAN)

,::HT! Director Director DirectorCompliance bfficerPlace: LudhianaDate: 30.05.2014

21.65

6.99

2.62

0.43

2.85

2.90

0.34

157.84

36.11

62.00

40.00

0.00

0.18

0.00

8.80

12.03

12.40

0.03

6.00

7.80

5.43

34.91

5.74

0.30

0.00

0.47

r5J1.02

0.00

0.00

0.00

0.00

5.89

4.26

0.16

8.83

12.03

12.43

0.03

6.04

6.60

5.47

(GrAN CHANDDHAWAN)ManagingDirector

As per our report of even dateFor NANDA & BHATIA

CHARTERED ACCOUNTANTSFirm Registration No. 004342N

(A. C. BHATTA)

PartnerM. No. 1379'l

47

YORK EXPORTS LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2014FORMATION PURSUANT TO THE LISTING AGREEMENT (Rs. ln Lacs)

Current YearRs.

Previous YearRs.

CASH FROM OPERATING ACTIVlTIESNet Profit before tax and extra ordinary itemsAdjustment for:DepreciationI nteresVDividend receivedProfit(-)/Loss(+) on sale of AssetsCash flow from Operating activities before working capital changesAdjustments for working capital changesTrade and other receivableslnventoriesTrade Payable & ProvisionsCash flow before taxation & extra ordinary itemsDeduct Tax PaidCash flow before extra ordinary itemsNet Cash from operating activities (A)

B CASH FLOW FROM INVESTING ACTIVITIESlnvestmentsLoanPurchases of Fixed AssetsSale of Fixed AssetslnteresUDividend ReceivedNet cash used in lnvesting Activities (B)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured LoansDividend paidRedemption of PREFERENCE Share CapitalNet cash used in Financing activities (C)Net decrease/increase in cash & cash equivalents (A+B+C)Cash & Cash equivalent as at (Opening Balance)Cash & Cash equivalent as at (Closing Balance)

FOR AND ON BEHALF OF THE BOARD As per our report of even date

For NANDA & BHATIA

CHARTERED ACCOUNTANTS

(NAVNEET (BHARAT (AAYUSH (ASHWANI (GIAN CHAND Firm Registration No. 004342N

SAHARAN) BHUSHAN) DHAWAN) DHAWAN) DHAWAN)

companv Director Director Director Managing DirectorSecretary &

Compliance officer (A' C BHATIA)

Place: Ludhiana Partner

Date: 30.05.2014 M. No. '13791

AUDITOR'S CERTIFICATEWe have examined the Cash flow statement of York Exports Ltd. for the year ended 31't March, 2014. The statement has

been prepared by the company in accordance with the requirements of the listing agreement with the Stock Exchanges and

is based on and in agreement with the corresponding Statement of Profit & Loss and Balance Sheet of the Company

covered by our report of 30.05.2014 to the members of the companyFor NANDA & BHATIA

Chartered Accountants

1.87

62.11(46.13)

(0.0e)17.76

9.59(1e.36)(40.e2)(32.e3)

(0.0s)(32.e8)(32.e8)

0.0018.09(0.52)

3.0046.1 366.70

0.000.00

(50.00)(50.00)-16.28127.41111.13

(41.67)

06.45(12.72)

(5.23)6.83

61.82(83.16)

36.9722.46(0.01)22.4522.45

8.2676.94

(41.68)9.02

12.7265.26

..-87.7139.70

127.41

Place: The Mall, LudhianaDated: 30.05.2014

(A.C. BHATIA)Partner

48

YORK EXPORTS LIMITEDATTENDANCE SLIP

32nd Annual General MeetingReg Foilo/Dp & Client No .. .

No of Shares Held,.

li::Xii:::. ff,:"::::':i::"'i;fl::."'"v ror the Resistered shareho,der or the company ,

30th day, of Septemb er, 2o14at Food ,rual General Meeting of the company being held on Tuesday,

adjournmentthereof. w't' zv r4 al hood Plus' wA'141' shakarpur, Delhl- 92 at 9.00 A.M. and at any

Member's Name:

Proxy's Name

Note : Member,s/ proxys Signature

1' Prease fi, this attendance slip and hand it over at the entrance of the Har.2' *[ffitl[:"^)'"i,:3"^/Authorised Representatives are requested to show their photo rD proof for

3. Authorized Repretn"iri"u-JJr."-v'csentatives of corporate Membe(s) shail produce proper authorization issued in

49

h' 2014'

:ffi1"0

ffi ffifthecomPanY) to 31st lYlarch' 20'19

=.- -;-* *;-

YORK EXPoRTS LIMITEP-- ---'--PRoxY FoRM . . ^,-\ ^+ +h6 c.nmoanies Management

;e;"^i;Tlj,x'x;;li"Jj:l' ),3i l!" "orn

p u n'Iiii zoi i' no Rur e s 1 e ( 3 ) or th e c o m pe

Name of the member (s) :

Registered Address:

E Mailld

l/We, being the member(s) holding

'1 . Name '

Email lD

2. 2 Name

nment thereof in r

Folio No /Client ld

. .. Address

Signature

Address

DPID .

shares of the above named Company' hereby appoint

Email lD Signature ^^nd ^-^.,^r .:aneral Meeting of the company to

r:"n:f #'il1s&:?'::!"3?:?i*+tlit*;::ru':l'iutr?:;n

or failing him

or failing hlm

Affix Revenue stamp

Signature of the Shareholder

Signature of Proxy holder(s) .. - r ^r ,h6 peoistered office of the

Note:i ,n'. rorm or ''e''[:'.0;;f#,*,:,;1;::i*3:3;:'-:"J3]"il"j{31'#"'*'1':

*':']

companv' not ress ;:::ft;#Jeli::":::"::;:]:[::i ""

*""" or 32nd Annuar Generar Meetins or the

2 For Resorution' J;;;;';stut"*"nt' and Notes' prease refer .o tn" .*:""-:l:: ,:: ;:- rr vou reave the' 'For' or-

ComPanY'

3 ll';,?":',''111:fHLX;:J::.3i5:i%f:i i"":fffiX?5::l?[""'"]li"trJlii'$t H::"''"# ['#;;:;tr;/she thinks

appropriate ., : -^,..^in^ aeiails of Member(s) in above box before submission'

4. ;;;"'" complete all details including details <

50

ffi

FORM A

eovering Letter of Annual Audit Report to be filed with the stock Exchange

Annual Fi Statements'for the year

Type of Audil Observationof Obseffation

To be Signed'by i For Nafida,&Chartered Acoountants

No, OO{342N, I. .::l '

F$TYORK EXP#fr.TG t?),r^.l) t&\-Ott", ri.i,"#,,

il4ena6tng SJrsr;i;sKitliw#r :

(Gian Chand Dhawan)Managing Direclor

31!'March. ?014

.

( H.R.Dhawan)r! .'

;Sr-")".: ?

tehaiatdl

.i

croAudit

ff,t&rd#Ifd# &-tX-sfiS'f'Ll&{}[J{}}"d HNT#]ffi *E$ffi