Yash Management & Satelite Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2019.

FINANCIAL RESULTS

(Rs. In “000”)

Particulars Year Ended 31st March, 2019 Year Ended 31st March, 2018
Revenue from Operations 3763.68 57522.92
Other Income 9248.39 15450.29
Profit before Interest & Financial Charges, Depreciation, Exceptional items and Tax 3336.79 8611.32
Less: Interest & Financial Charges 915.96 1154.29
Less: Depreciation 1158.27 705.83
Profit before Exceptional item and Tax 1262.56 6751.20
Add: Exceptional items 116.93 -
Profit before tax 1379.49 6751.20
Less: Provision for Taxation
Current Tax 168.85 1457.41
Deferred Tax - MAT (168.85) (1502.73)
Profit after Tax 1379.49 6796.52
Add: Balance brought forward from previous year (23557.09) (31401.61)
Add: Other Comprehensive Income 8073.53 1048.00
Balance Carried to Balance Sheet (14104.07) (23557.09)

REVIEW OF OPERATIONS

During the financial year under review total income of the Company is Rs. 130.12 lacs as compared to last years total income of Rs. 729.73 lacs. Profit after tax decreased from Rs. 67.97 lacs in the previous year to Rs. 13.80 lacs (before other comprehensive income) during the year.

BUSINESS OVERVIEW

Company is mainly engaged into the trading business of various types of commodities and goods. The company is also engaging of importing commodities used for industrial and other uses and indigenous trading business of agricultural commodities and other items.

DIVIDEND

In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended 31st March, 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. INDUSTRY STRUCTURE & DEVELOPMENT

The world economy grew by 3.6% in 2018, according to the International Monetary Fund (IMF). The marginal moderation in growth from 2017 was primarily on account of a slowdown in Europe and Asia (particularly China). On the other hand, propelled by a fiscal stimulus, the US economy grew by 2.9% in 2018 as compared to 2.2% in 2017. Chinas deceleration follows tightening of economy-wide regulatory controls and rising trade tensions with the US. The Euro Area economy (Germany, France, Italy and Spain) navigated weakening consumer and investor sentiments, together with softening export demand. Geo-political risks increasingly took a toll on business confidence globally. At 7.3%, India outperformed China (6.6%) in the year and emerged as the fastest-growing large economy. The key contributors to this growth include its robust private consumption, the implementation of GST, an array of structural reforms and low food inflation that was partly offset by disruption caused by the floods in Kerala.

Indias ranking in the World Banks Ease of Doing Business Index continued to improve, jumping 23 places in the 2018 edition to assume the 77th position. Another indication of the growing investor confidence is that the total FDI inflow in India in 2018 was recorded at ~US$38 billion, surpassing China for the first time in 20 years.

B. OPPORTUNITIES & THREATS

• Ageing populations are likely to weigh on global growth, but India, home to the worlds largest group of young people. The rising aspirations of a young population to continue to support consumerism in Indias economy

• Growing Competition of Indian industry due to focus on efficient and quality.

• Vast export market to explore.

• Growing recognition of “Made in India” brand in global market

• Major growth through outsourcing opportunities

• Presence of Deming award winning firms (Focus on quality)

• Growing number of overseas investment and acquisition by Indian Firms

• Heavy competition in manufacturing field from china.

• Power crises and the virtuous growth cycling manufacturing sector.

• Large informal sector, Poor working condition and low wages.

C. RISKS AND CONCERNS

The management has to regularly monitor the changing market conditions and the trends. Further, any slowdown of the economic growth or the volatility in financial market could also adversely affect the Companys performance.

D. OUTLOOK

Global growth is projected to moderate further to 3.3% in 2019, reflecting concerns over potential escalation of trade tensions between US and China, unwinding of fiscal stimulus in US, weakening financial market sentiment, uncertainty about BREXIT outcome and possible slowdown in Chinese economy.

India is projected to remain robust and grow at a rate of 7.1% in 2019, benefitting from lower oil prices, sustained growth in private consumption and favorable monetary policy.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls to ensure that transactions are properly authorized, recorded, and reported, apart from safeguarding its assets. The internal control system is supplemented by well- documented policies, guidelines and procedures and reviews carried out by the Companys internal audit function, which submits reports periodically to the Management and the Audit Committee of the Board.

F. HUMAN RESOURCES

The Companys human resource continues to be the valuable asset of the company. The team has remained as committed as ever and produced results that are considered significant.

G. CAUTIONARY NOTE

Certain statements in the “Management Discussion and Analysis” section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

TRANSFER TO RESERVES

No amount has been transferred to reserves during the year under review.

PUBLIC DEPOSITS

The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2018-2019, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

SHARE CAPITAL

The Company had not issued any equity shares either with or without differential rights during the F.Y. 2018 - 2019 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules,

2014, are not applicable.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company Mr. Anurag Gupta (DIN:00398458), Executive Director, being longest in the office, shall retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The first term of office of Mr. Satish Gupta and Mr. Sandeep Mangal as Independent Directors expires at the ensuing Annual General Meeting.

The Board has recommended re-appointment of Mr. Satish Gupta and Mr. Sandeep Mangal, as Independent Directors of the Company for a second term of 5 (five) consecutive years

Mr. Pratik Toprani had resigned as Company Secretary and Compliance Officer effective from 30th April 2019 and Mrs. Hema Bose was appointed as Compliance Officer as interim effective from 1st May 2019.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on 31st March, 2019 the composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations,

2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence in the Board.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) (a) and (b) of the Companies Act, 2013. During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 the Board of Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind-AS) had been followed along with proper explanation relating to material departures;

ii) such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2019 and of the profit for the year ended on that date.

iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts of the company have been prepared on a ‘going concern basis.

v) internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation 16 (1) (b) of the Listing regulations, the company has received declarations from all the Independent Directors, confirming that they fulfill the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of the Independent Director for the financial year ended 31st March, 2019.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out evaluation of its own performance, its Committees and Individual Directors. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Boards Report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and NonExecutive Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD

A notice of the Board Meeting is circulated well in advance with Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision. The Board met 5 (Five) times during the financial year ended 31st March 2019. Viz. on 22nd May, 2018, 23rd July, 2018, 14th August, 2018, 14th November, 2018, and 14th February, 2019, in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Boards Report.

Additionally, during the financial year ended 31st March, 2019 a separate meeting of the Independent Directors was held on 01st February, 2019, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations

Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was scaled and measured on defined ratings, thereby covering the performance of Board as a whole, performance of the non independent directors and performance of the Chairman.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and Listing Regulation viz.:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors. A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The details of “Nominations and Remuneration Policy” are explained in the Report on Corporate Governance along with the other details, which forms part of this Boards Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereof, for the time being in force), is set out in Annexure-I hereto, which forms part of this Boards Report.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company does not have any subsidiary or associate company and has not entered into joint venture with any other company during the financial year ended 31st March, 2019. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Companys subsidiary (ies) in Form AOC-1 is not enclosed.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-II to this report. The weblink for the same is www.yashmanagement. in

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Kamlesh Jain & Associates, Practicing Company Secretaries, Mumbai,, as its Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2018-2019.

The Report on Secretarial Audit for the financial year 2018-2019, in Form MR-3, as Annexure III, forms integral part of this Boards Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

CORPORATE GOVERNANCE

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms integral part of this Report. The requisite Compliance certificate as required under Part E of Schedule V of the Listing Regulation is issued by M/s. Jain & Trivedi, Chartered Accountants pertaining to the compliance of the conditions of Corporate Governance is Annexed.

STATUTORY AUDITORS

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/re- enactment(s)/amendment(s) thereof, for the time being in force), M/s Jain & Trivedi, Chartered Accountants, (FRN:113496W) were appointed as Statutory Auditors at the 24th AGM held on 23rd June, 2017, to hold office for a term of five (5) consecutive years from the conclusion of the 24th Annual General Meeting until the conclusion of the 29th Annual General Meeting, subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs (‘MCA), the first proviso to section 139(1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

OBSERVATION OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2019.

The Auditors report given by M/s Jain & Trivedi, Statutory Auditors, on the Financial Statements of the Company, for the year ended 31st March 2019, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. Accordingly, disclosures of related party transactions in Form AOC-2 have not been furnished. All Related Party Transactions were placed before Audit Committee and Board for their approval.

Your Company has formulated policy of Related Party Transaction which is also available on the website of the Company www.yashmanagement. in

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of energy and technology absorption are not applicable to it. However, efforts are being made to minimize consumption of energy, wherever possible.

b) Foreign Exchange Earnings and Outgo
i. Foreign exchange earning - Rs. Nil
ii. Foreign Exchange outgo - Rs. Nil

RISK MANAGEMENT POLICY

Risk Management is an enterprise vide function that aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors along with the senior management of the Company, having deep industry experience has developed and approved Risk Management Policy framework and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover, in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision-making pertaining to all business divisions and corporate functions. For each of the risk identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company as company does not fall into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

In respect of internal financial control, the Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Further, the management regularly reviews the control for any possible changes and takes appropriate actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company www.yashmanagement.in

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

CHANGES IN NATURE OF BUSINESS, IF ANY

During the year under review there is no change in the nature of business of the Company.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

Pursuant to Clause 9 of the Revised Secretarial Standard-1 and Secretarial Standard -2 (SS-1 & SS-2), your company has complied with applicable Secretarial Standard issued by the Institute of Company Secretaries of India during the financial year under review.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta Sandeep Mangal
Managing Director Director
DIN: 00398458 DIN: 02148088
Mumbai, dated 12th August 2019