5th annual report 2013-14 - sunehari.com · 5th annual report 2013-14 1 directors’ report dear...

5th ANNUAL REPORT 2013-14

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DIRECTORS’ REPORTDear Members

Your Directors have the pleasure in presenting the 5th Annual Report of your Company together with the Audited AnnualAccounts for the financial year ended 31st March, 2014.

Financial Highlights (` in lacs)

Financial Year Ended Financial Year EndedParticulars 31st March, 2014 31st March, 2013Total Income 1,75,796.00 2,49,126.50Total Expenditure 33,94,757.75 46,17,247.48Profit before tax and extra-ordinary items (3218961.75) (43,68,120.98)Less : Impairment Loss 12,15,000.00 50,92,507.22Add : Loss on impairment written back 34,653.50 -Profit before tax (43,99,308.25) (94,60,628.20)Provision for tax:

Current tax 619.00 255.00Deferred tax - (6,34,597.00)

Profit/(loss) after tax (43,99,927.00) (88,26,286.20)Paid-up Share Capital 3,05,09,280.00 3,05,09,280.00Reserves and Surplus (Excluding revaluation reserve) (1,92,82,609.34) (1,48,82,682.09)

Year in RetrospectDuring the year under review, total income of the Companywas ` 1,75,796.00 as against ̀ 2,49,126.50 in previous year.The Company had suffered loss of ` 32,18,961.75 againsta loss of ` 43,68,120.98 during the previous year. YourDirectors are putting in their best efforts to improve theperformance of the Company.

The detailed Management Discussion & Analysis Report isattached hereto with the Director’s Report and should beread as part of this Directors Report.

Material changes etc.Save as mentioned elsewhere in this Report, no materialchanges and commitments affecting the financial positionof the Company have occurred between the end of thefinancial year of the Company 31st March, 2014 and thedate of this Report.

DividendIn view of loss suffered by the Company, your Directors regrettheir inability to recommend any dividend.

Public DepositsDuring the year under report, your Company did not acceptany deposits from the public in terms of the provisions ofsection 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption,Foreign Exchange Earnings and Outgoa. Conservation of Energy: The Company is aware about

energy consumption and environmental issues relatedwith it and continuously making sincere efforts towardsconservation of energy, though the company has notmade any additional investment during the year for thereduction of consumption of energy.

b. Technology Absorption: The Company is taking careof latest developments and advancements in technologyand all steps are being taken to adopt the same. TheCompany is using technology provided by worldrenowned Anton Zahoaransky GMBH, Germany formanufacture of toothbrushes. This enables theCompany to manufacture toothbrushes of internationalstandard and quality. The Company is carrying outResearch & Development on routine basis. TheCompany has a separate quality control departmentfor controlling the quality of products. However, specificR&D expenditure is not allocated.

c. Export Activities: There was no export activity in theCompany during the year under review. The Companyis not planning any export in the near future as well.

d. Foreign Exchange Earnings and Outgo: There wasno Foreign Exchange earnings and outgo during theyear under review.

SUNEHARI EXPORTS (HARIDWAR) LTD.

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Particulars of EmployeesDuring the financial year under review, none of theCompany’s employees was in receipt of remuneration asprescribed under Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees)Amendment Rules, 2011, and hence no particulars arerequired to be disclosed in this Report.

DirectorsPursuant to Sections 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013, one-third ofsuch of the Directors as are liable to retire by rotation, shallretire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting.Consequently, Mr Harish Chander Nanda, Directors willretire by rotation at the ensuing Annual General Meeting,and being eligible, offer himself for re-appointment inaccordance with the provisions of the Companies Act, 2013.

Further as per Section 149(5) of the Companies Act, 2013the Company is required to appoint Independent Directorsunder Section 149(4) within a period of one year from1.4.2014 i.e. the date of commencement of the said Sectionand Rules made thereunder. Since the Company hadalready appointed Mr Arjun Lamba and Mr Ankur Anand asNon-Executive Independent Directors subject to retirementby rotation in the past, in terms of Companies Act, 1956and the Listing Agreement. The Board of Directors in theirmeeting held on August 13, 2014 after consideration hasrecommended to reappoint all the aforesaid Directors asNon-Executive Independent Directors within the meaningof Section 149 and 152 [including Section 149(10)] of thenew Companies Act, 2013 read with Schedule IV attachedthereto and Rules made there under, not subject toretirement by rotation, for a term of 5 (five) consecutive years.

Brief resume of the Directors proposed to be reappointed,nature of their expertise in specific functional areas andnames of companies in which they hold directorships andmemberships/ chairmanships of Board/ Committees, areprovided in the Report on Corporate Governance formingpart of the Annual Report.

Your Directors recommend their appointment /re-appointment at the ensuing Annual General Meeting.

AuditorsM/s B. K. Shroff & Co., Chartered Accountants, StatutoryAuditors of the Company, will retire at the conclusion of theensuing Annual General Meeting and being eligible, offerthemselves for re-appointment as Statutory Auditors for thefinancial year 2014-15. Pursuant to Section 141 of theCompanies Act, 2013 and relevant Rules prescribed thereunder, the Company has received certificate from the

Auditors to the effect, inter-alia, that their re- appointment,if made, would be within the limits laid down by the Act,shall be as per the term provided under the Act, that theyare not disqualified for such re-appointment under theprovisions of applicable laws and also that there is noproceeding against them or any of their partners pendingwith respect to professional matter of conduct.

Auditors’ ReportComments made by the Statutory Auditors in the Auditors’Report are self-explanatory and do not require any furtherclarification.

Secretarial Compliance CertificateIn terms of the provisions of section 383A of the CompaniesAct, 1956 read with the Companies (Compliance Certificate)Rules, 2001, the Company has obtained the necessaryCompliance Certificate from M/s R&D, CompanySecretaries, New Delhi. The Compliance Certificate isannexed herewith and forms part of this Report. Commentsmade in the Compliance Certificate are self-explanatory anddo not require any further clarification.

Corporate GovernanceThe Company has complied with the provisions of Clause49 of the Listing Agreement relating to the CorporateGovernance. The Report on Corporate Governance asstipulated under Clause 49 of the Listing Agreement formspart of the Annual Report. A Certificate from M/s R & D,Company Secretaries confirming compliance of conditionsof Corporate Governance as stipulated under Clause 49, isalso annexed to the Report on Corporate Governance.

Directors’ Responsibility StatementIn terms of the provisions of Section 217(2AA) of theCompanies Act, 1956, and to the best of their knowledgeand belief and according to the information and explanationsobtained by them and save as mentioned elsewhere in thisReport, the attached Annual Accounts and the Auditors’Report thereon, your Directors confirm that:

a. in the preparation of the annual accounts for the yearended March 31, 2014, the applicable accountingstandards read with requirements set out underSchedule VI to the Companies Act, 1956, have beenfollowed and there are no material departures from thesame;

b. the Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Companyas at 31st March, 2014 and of the profit of the Companyfor the year ended on that date;


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c. the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;and

d. the Directors have prepared the Annual Accounts on agoing concern basis.

ListingThe Equity shares of the Company are presently listed atDelhi Stock Exchange Ltd and OTC Exchange of India Ltd.The Company has already paid listing fees to these StockExchanges for the financial year 2014-2015.

AcknowledgmentYour Directors take this opportunity to place on record theirsincere appreciation for the co-operation and assistance,the Company has received from the Bankers and variousGovernment Departments. The Board also places on recordits appreciation of the devoted services of the employees;support and co-operation extended by the valued businessassociates and the continuous patronage of the customersof the Company.

By order of the boardSunehari Exports (Haridwar) Ltd

Sumit Nanda Ankur AnandDate :14.08.2014 Director DirectorPlace :Delhi DIN:00084239 DIN:00506761

Regd.Office:B 1/E-24,Mohan Co-operative Indl. Area,Mathura Road, New Delhi-110044


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REPORT ON CORPORATE GOVERNANCEPursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCEOur Company’s Corporate Governance philosophy is to continuously strive to attain higher levels of accountability,transparency, responsibility and fairness in all aspects of its operations. Our business culture and practices arefounded upon a common set of values that govern our relationships with customers, employees, shareholders, suppliersand the communities in which we operate. Good governance practices stem from the culture and mind set of theorganisation. The demands of corporate governance require professionals to raise their competency and capabilitylevels to meet the expectations in managing the enterprise and its resources effectively with the highest standards ofethics.The Company is conscious of its responsibility as a good corporate citizen. The Company values transparency,professionalism and accountability.

2. BOARD OF DIRECTORSThe Company maintains an optimum combination of Promoter, Non-Executive and Independent Directors. The Boardconsists of total four (4) directors as on 31st March, 2014, out of which two (2) are independent. Mr Sumit Nanda isthe Chairman of the Company.None of the Directors on the Company’s Board is a Member of more than ten Committees and Chairman of more thanfive Committees (Committees being, Audit Committee and Stakeholders Relationship Committee) across all thecompanies in which he is a Director.Following is the list of Directors and other details as on 31st March, 2014:

No. of positions held in otherName of the Director Category Public Companies1

& Designation Board CommitteeMembership Chairmanship

Sumit Nanda, Director Non-Executive Promoter 1 1 Nil

Harish Chander Nanda, Director Non-Executive Promoter 1 Nil Nil

Arjun Lamba, Director Non Executive Independent 1 3 Nil

Ankur Anand, Director Non-Executive Independent 1 3 2

1Excludes directorships in Associations, Private, Foreign and Section 25 companies.

Directors’ Attendance RecordDuring the period 01.04.2013 to 31.03.2014,5 (five) meetings of the Board of Directors were held on 30.05.2013,02.08.2013, 12.11.2013, 31.01.2014 and 03.03.2014. The Board was supplied with all relevant information andsupporting papers, which were required, to transact the business specified in the agenda of Board Meetings held.The intervening period between the Board Meetings was well within the maximum time gap of four months as prescribedin Clause 49 of the Listing Agreement. Details of attendance of Directors in the Board meeting during this period areas under:

Name of the Director No. of Board Attendance at the Whether attendedMeeting Board Meeting Last AGM

Sumit Nanda 5 5 Yes

Harish Chander Nanda 5 5 No

Arjun Lamba 5 5 No

Ankur Anand 5 5 Yes


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3. DISCLOSURE REGARDING APPOINTMENT & RE-APPOINTMENT OF DIRCETORS IN THE ENSUING AGMBrief particulars of Directors who are appointed/re-appointed in this AGM are as follows:

Particulars Mr Ankur Anand Mr Arjun Lamba Harish Chander Nanda(1) (2) (3)

DIN 00506761 00124804 00095132

Father’s Name Shri.Arvind Anand Shri Anil Lamba Late Shri Lila Dhar Nanda

Date of Birth 11.10.1979 07.08.1980 04.02.1942

Address A-135, Shivalik Enclave W-50, Greater Kailash, D-201, Defence Colony,New Delhi 110 017 Part-I,New Delhi 110 048 New Delhi-110024

Designation Director Director Director

Education Graduate Graduate Graduate

Experience More than 15 Years More than 15 Years More than 15 Years

Companies in which 1. Dr Fresh Assets Ltd 1. Guardian Advisors Pvt Ltd 1. Dr Fresh Healthcare Pvt Ltdholds Directorship* 2. Dr Fresh Assets Ltd 2. Berco Engineering Pvt Ltd

3. Oceanic Infra Developer 3. DVA Technologies Pvt LtdPvt Ltd 4. JHS Svendgaard Dental

Care Ltd5. DRF Healthcare Pvt Ltd6. Dr Fresh Commercial Land

Development Pvt Ltd

Companies in which 1. Dr Fresh Assets Ltd 1. Dr Fresh Assets Ltd Nilholds membershipof committees*

Shareholding in the 15818 Shares Nil 158432 SharesCompany (No. & %) 0.525% 5.262%

*excludes Directorships in Associations, Foreign and Section 25 companies.

4. COMMITTEES OF BOARD OF DIRECTORSSunehari Exports (Haridwar) Limited has 2 (Two) Board level Committees:a) Audit Committeeb) Stakeholders Relationship CommitteeThe Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members ofvarious Committees. Details on the role and composition of these Committees, including the number of meetings heldduring the financial year and the related attendance, are provided below.

I. AUDIT COMMITTEECompositionAs on 31st March, 2014, the Audit Committee of the Company comprises the following directors:1. Mr Ankur Anand - Chairman (Independent Director)2. Mr Harish Chander Nanda - Member (Promoter Director)3. Mr Arjun Lamba - Member (Executive Promoter)

Meetings & AttendanceDuring the financial year 2013-14 the Audit Committee held 4 (four) meetings on 30.05.2013, 02.08.2013,12.11.2013 and 31.01.2014. The intervening period between the Audit Committee Meetings was well within themaximum time gap of four months as prescribed in Clause 49 of the Listing Agreement. Details of attendance ofmembers in the Audit Committee meeting during this period are as under:


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Name of the Director Category No. of Audit Attendance atCommittee the Audit

Meeting CommiteeMr Ankur Anand Chairman (Independent Director) 4 4

Mr Harish Chander Nanda Member (Promoter Director) 4 4

Mr Arjun Lamba Member (Independent Director) 4 4

Role and Power of Audit CommitteeAll members of the Audit Committee have accounting and financial management expertise. The Chairman of theCommittee attended the Annual General Meeting (AGM) held on September 28, 2013 to answer shareholders‘queries. The Audit Committee shall have the authority to investigate into any matter that may be prescribed andthe matters listed below and for this purpose the Audit Committee shall have full access to information containedin the records of the Company and external professional advice, if necessary:

i. To review financial reporting process, all financial statements.

ii. To recommend appointment/ re-appointment/ replacement/ removal/ Audit fees/ any other fees of StatutoryAuditor.

iii. Reviewing along with management, the listing compliances, related party disclosures, qualifications in draftaudit report, matters required to be included in Directors Responsibility Statement, quarterly financialstatements before its submission to the Board, changes in accounting policies, major accounting entriesbased on estimate of management.

iv. To look into all matters relating to internal control system, internal audit system and the reasons for substantialdefaults in the payment to the depositors.

v. To review functioning of “Whistle Blower Mechanism”, if any.

vi. To review Management Discussion and Analysis of financial condition and results of operation, statement ofsignificant Related Party Transactions as submitted by management, internal audit report, term of chiefinternal auditor (including his remuneration), and such other matters as may be required.

II. STAKEHOLDERS RELATIONSHIP COMMITTEECompositionAs on 31st March, 2014, the Stakeholders Relationship Committee consists of three Directors, the Chairmanbeing non-executive:1. Mr Arjun Lamba- Chairman (Non-executive and Independent Director)2. Mr Sumit Nanda- Member (Non-executive and Promoter Director)3. Mr Ankur Anand- Member (Non-executive and Independent Director)

AttendanceDuring the period 01.04.2013 to 31.03.2014, 1 (One) meetings on 02.08.2013. The Committee was supplied withall relevant information and supporting papers, which were required, to transact the business specified in theagenda of Meeting held. All the members of the Committee are present in the meeting.

Investor Grievance RedressalIn compliance with Clause 49 of the Listing agreement, the board of the company has delegated the power ofshare transfer to the registrar and share transfer agents. The delegated authority attends the share transferformalities at least once in a fortnight.During the year, the company hadnot received any complaint from the shareholder.


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5. GENERAL BODY MEETINGS(a) Particulars of past three Annual General Meetings of the Company:

No. of SpecialYear Date Venue Time Resolution(s)

passed2012-2013 28.09.2013 11, Hindi Bhawan, ITO, Delhi – 110 002 11.45 A.M None

2011-2012 29.09.2012 11, Hindi Bhawan, ITO, Delhi – 110 002 4.45 P.M None

2010-2011 29.09.2011 2210/64, Gurudwara Raod, 10.30 A.M. NoneKarol Bagh New Delhi-110005

All resolutions moved at the last three Annual General Meeting were passed by a show of hands by the requisitemajority of members attending the meeting.

No resolution was put through Postal Ballot in the last year and there is no resolution, which is required to bepassed by Postal Ballot.

6. SUBSIDIARY COMPANIESThe Company does not have any Subsidiary Company.

7. DISCLOSURES(a) Related Party Transactions

There are no materially significant related party transactions with its Promoters, the Directors or the Management,their Subsidiaries or Relatives etc., which may have potential conflict with the interest of the company at large.The other related party transactions are given in point no. 30 of Notes on Accounts annexed to and forming thepart of Balance Sheet and Profit and Loss Account of the Company.

(b) Non-compliance by the Company, Penalties, StructuresThere were no instances of non-compliance by the Company, penalties, structures imposed on the Company bythe Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the lastthree years.

(c) Non mandatory requirementsThe Company proposes to adopt the non-mandatory requirements given in Annexure-ID of Clause 49 of thelisting agreement in due course of time.

8. CODE OF CONDUCTThe Board has formulated a code of conduct for the Board members and senior management of the Company. Thesame has also been posted on the website of the Company. All Board members and senior management personnelhave affirmed their compliance with the code.

Declaration on compliance with code of conduct by the Chairman:

The Board has formulated a code of conduct for the Board members and senior management of the Company, whichhas been posted on the website of the Company – www.sunehari.com.

It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conductframed by the Company and a confirmation to that effect has been obtained from the directors and senior management.

Sd/-Sumit Nanda

Chairman9. MEANS OF COMMUNICATION

a) At present quarterly/half-yearly reports are not being sent to each household of shareholders.

b) The Quarterly / half-yearly / Annual Accounts results:The Company’s quarterly results are published in ‘Pioneer’(English) and ‘Pioneer’ (Hindi), and are displayed on its website (www.sunehari.com)


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c) Website: The Company’s website (www.sunehari.com) contains a separate dedicated section ‘Investor Relations’where shareholders’ information is available.

d) Annual Report: The Annual Report containing, inter alia, Audited Annual Accounts, Consolidated FinancialStatements, Directors’ Report, Auditors’ Report and other important information is circulated to members andothers entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the AnnualReport and is displayed on the Company’s website (www.sunehari.com).

e) SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints,online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors ofactions taken on the complaint and its current status.

10. GENERAL SHAREHOLDERS INFORMATIONi) Annual General Meeting

Date & Time Tuesday, 30th September, 2014, 12:00 P.M.

Venue Jawaharlal Nehru National Youth Centre,219, Deendayal Upadhyaya Marg, New Delhi -110002

Date of Book Closure Tuesday, 24th September, 2014 to Tuesday, 30th September, 2014(both days inclusive)

Dividend Payment Date NA

ii) Financial Calendar

Events Tentative time frame

Financial Reporting for the first quarter ended 30th June, 2014 On or before 14th August, 2014

Financial Reporting for the second quarter ending 30th Sep., 2014 On or before 14th November, 2014

Financial Reporting for the third quarter ending 31st December, 2014 On or before 14th February, 2014

Financial Reporting for the fourth quarter ending 31st March, 2015 On or before 30th May, 2015 (Audited)

iii) Listing on Stock ExchangesThe equity shares of the Company are listed on the following Stock Exchanges:

Delhi Stock Exchange Ltd (DSE)DSE House, 3/1 Asaf Ali Road, New Delhi 110002Phone No: (011)-4647 0000Fax: (011)- 4647 0053 & 4647 0054Email: [email protected]: www.dseindia.org.in

OTC Exchange of India (OTCEI)92, Maker Towers “F”Cuffe Parade, Mumbai 400 005, MaharashtraPhone : (022) - 67480800Fax : (022) - 67480831/67480832email: [email protected]:www.otcei.net

iv) Market Price Data: Presently there is no trading of securities on the OTCEI and DSE.

v) Registrar and Transfer Agents: Mas Services Ltd is the Registrar and Share Transfer Agent for the shares of theCompany in both physical as well as electronic modes. Securities lodged for transfer at the Registrar’s address orat the Company’s Registered Office, are normally processed within 15 days from the date of lodgment, if the


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documents are clear in all respects. All requests for dematerialization of securities are processed and the confirmationis given to the depositories within 15 days. The Company has authorised the Registrar and Transfer Agent toapprove and execute transfer and transmission of shares. Grievances received from investors and other miscellaneouscorrespondence on change of address, mandates, etc. are processed by the Registrars within 15 days.

Members are requested to correspond with the Company’s Registrar and Transfer Agents M/s Mas Services Ltd.quoting their folio no. at the following address:

Particulars Mass Services LtdContact Person Mr Sarwan Mangla

Address T-34, 2nd Floor, Okhla Industrial Area,Phase - II,New Delhi - 110 020

Telephone No. 011-26387281/82/83

Fax No. 011-26387384

E –mail [email protected]

vi) Reconciliation of Share Capital and Certificate under Clause 47(c) of Listing Agreement• A qualified practicing Company Secretary carried out a Secretarial Audit to reconcile the total admitted

capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the totalnumber of shares in dematerialized form (held with NSDL and CDSL).

• Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half yearlybasis, have been issued by a Company Secretary in Practice for due compliance of share transfer formalitiesby the Company.

vii) Shareholding Pattern: Shareholding Pattern of the Company as on 31st March, 2014 is given below:-

Category Category of Shareholder No. of %age ofcode Shares Shareholding(A) Shareholding of Promoter and Promoter Group21 Indian

(a) Individuals/ Hindu Undivided Family 2215845 73.59

(b) Bodies Corporate 9995 0.33

Sub Total (A)(1) 2225840 73.932 Foreign

Sub Total(A)(2) 0.00 0.00Total Shareholding of Promoter and Promoter Group(A)= (A)(1)+(A)(2) 2225840 73.93

(B) Public shareholding1 Institutions

Sub-Total (B)(1) 0.00 0.00B 2 Non-institutions(a) Bodies Corporate 32376 1.08

(b) Individuals 574701 19.08

(c) Any Other (specify) NRI 178011 5.91

Sub-Total (B)(2) 785088 26.07(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 785088 26.07

GRAND TOTAL (A)+(B) 3010928 100.00


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viii) Distribution of Shareholding: Distribution of Shareholding of the Company as on 31st March, 2014 is as following:

Range of Shares Shareholders’ % to Total No. of Amount %age toNumbers Number Shares in Rs. Total

Up to 5,000 446 73.235 35865 358650 1.191

5,001 -10,000 87 14.286 54190 541900 1.8

10,001 - 20,000 33 5.419 42044 420440 1.396

20,001 -30,000 6 0.985 14136 141360 0.469

30,001 -40,000 5 0.821 15675 156750 0.521

40,001 -50,000 2 0.328 8822 88220 0.293

50,001-1,00,000 3 0.493 27144 271440 0.902

1,00,001 & Above 27 4.433 2813052 28130520 93.428

TOTAL 609 100 3010928 30109280 100

ix) Dematerialization of Shares: The shares of the Company are in dematerialized segment and are available fortrading in depository system of both National Securities Depository Limited and Central Depository Services(India) Limited. As on 31st March 2014 about 43.45%(previous year 42.63%) of the Company’s equity paid-upcapital had been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permittedcompulsorily in demat mode.

x) There are no outstanding GDRs/ ADRs/ Warrants or any Convertible other Instruments as on the date.

xi) Factory Locations: The Company has its factory located at:

SEL - Plot No. 98, Sector-5, IIE (SIDCUL), Ranipur, Distt Haridwar, Uttaranchal.

xii) Address for Correspondence: The shareholders may send their communication grievances/ queries to theRegistrar and Share Transfer Agents at their Address mentioned above or to the Company at its CorporateOffice:

Investor Relation CentreSunehari Exports (Haridwar) LtdB-1/E-24, Mohan Co-operative Industrial Area,New Delhi 110 044Phone: 011-41679238Fax: 011- 26940969E-mail: [email protected]


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Compliance CertificateCIN: L36102DL2009PLC188045Nominal Capital: Rs. 3.25 Cr

The Members ofSunehari Exports (Haridwar) LimitedNew Delhi

We have examined the registers, records, books and papersof Sunehari Exports (Haridwar) Ltd. (the Company) asrequired to be maintained under the Companies Act, 1956(the Act) and the rules made there under, the provisionscontained in the Memorandum & Articles of Association ofthe Company for the financial year ended on 31st March,2014. In our opinion and to the best of our information andaccording to the examinations carried out by us andexplanations furnished to us by the Company, its officersand agents, we certify that in respect of the financial yearended on 31st March, 2014:

1. The Company has kept and maintained registers asstated in “Annexure: A” to this Certificate, as per theprovisions of the Act and the rules made there underand all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns asstated in “Annexure: B” to this certificate, with theRegistrar of Companies, Regional Director, CentralGovernment, Company Law Board or other authoritieswithin the time prescribed under the Act and the rulesmade there under save as mentioned in the aforesaid“Annexure: B”.

3. The Company being a public limited company,comments are not required.

4. The Board of Directors duly met 5 (Five) times, AuditCommittee duly met 4 (Four) times and InvestorsGrievance Committee duly met 1 (One) time, in respectof which proper notices were given and the proceedingswere properly recorded and signed including the circularresolutions passed, in the Minutes Book maintained forthe purpose:

a. Meetings of the Board of Directors were held on30.05.2013, 02.08.2013, 12.11.2013, 31.01.2014and 03.03.2014.

b. Meetings of the Audit Committee were held on30.05.2013, 02.08.2013, 12.11.2013 and31.01.2014.

c. Meetings of the Investors Grievance Committeewas held on 02.08.2013.

5. The Company closed its Register of Members on 27thSeptember, 2013 and 28th September, 2013 and

necessary compliance of Section 154 of the act hasbeen made.

6. The annual general meeting for the financial year endedon 31st March, 2013 was held on 28th September, 2013;after giving due notice to the members of the Companyand the resolutions passed thereat were duly recordedin the Minutes Book maintained for the purpose.

7. No extra ordinary general meeting was held during thefinancial year

8. The Company has not advanced any loans to itsdirectors or persons or firms or companies referred tounder section 295 of the Act.

9. The Company has not entered into any contract fallingunder section 297 of the Act.

10. The Company has made necessary entries in theregister(s) maintained under section 301 of the Act.

11. There was no case falling under section 314 of the Act.

12. The Company has not issued any duplicate sharecertificates during the financial year.

13. a. The Company has delivered all the certificates onallotment of securities and on lodgement of transferin accordance with the provisions of the Act. Therewas no allotment during the financial under scrutiny.

b. The Company has not declared any dividend duringthe financial year.

c. Since the Company has not declared any dividendduring the financial year, postage of dividendwarrants, etc., was not applicable. The Companywas not required to transfer any unclaimed/unpaiddividend to unpaid Dividend Account with the Bank.

d. The Company was not required to transfer anyamount on account of un-paid dividend account,application money due for refund, matureddeposits, matured debentures and the interestaccrued thereon which have remained un-claimedor un-paid for a period of seven years to the InvestorEducation and Protection Fund.

e. The Company has duly complied with therequirements of section 217 of the Act.

14. The Board of Directors of the Company is dulyconstituted and the appointment of directors/ AdditionalDirector/Alternate Director and directors to fill CasualVacancy have been duly made.

15. The Company has not appointed any managing director,whole time director or manager during the financial year.

16. The Company has not appointed any sole-selling agentsduring the financial year.


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17. The Company did not obtain any approval of the CentralGovernment, Company Law Board, Regional Director,Registrar of Companies or other prescribed authoritiesunder the various provisions of the Act during thefinancial year.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to theprovisions of the Act and the rules made there under.

19. The Company has not issued any shares/debenturesand other securities during the financial year.

20. The Company has not bought back any shares duringthe financial year.

21. There was no redemption of preference shares ordebentures during the financial year.

22. There were no transactions necessitating the companyto keep in abeyance the rights to dividend, right sharesand bonus shares pending registration of transfer ofshares.

23. The Company has not invited or accepted any publicdeposits including un-secured loans taken, falling undersection 58A of the Act during the financial year.

24. The amount borrowed by the Company from directors,members, public, financial institutions, banks and otherswas within the borrowing limits of the Company.

25. The Company has complied with applicable provisionsof the Act in making loans and investments or givingguarantees or providing securities to other bodiescorporate and has made necessary entries in theregister kept for the purpose.

26. The company has not altered the provisions of theMemorandum with respect to situation of the RegisteredOffice of the Company from one State to another duringthe year under scrutiny.

27. The Company has not altered the provisions of theMemorandum with respect to the Objects Clause of theCompany during the year under scrutiny.

28. The Company has not altered the provisions of theMemorandum with respect to the Name of the Companyduring the year under scrutiny.

29. The Company has not altered the provisions of theMemorandum with respect to the Authorised ShareCapital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Associationduring the year under scrutiny.

31. There was no prosecution initiated against or showcause notice received by the Company for allegedoffenses under the Act as per the information providedby the Company. Similarly, no fines, penalties orpunishment was imposed on the Company under theAct during the financial year.

32. The Company has not received any amount as securityfrom its employees in terms of section 417(1) of theAct.

33. Since the Company has not constituted any providentfund under section 418 of the Act, provisions of section418 are not applicable to Sunehari Exports (Haridwar)Ltd.

For R&DCompany Secretaries

Debabrata Deb NathDate : 14.08.2014 PartnerPlace : New Delhi ACS: 23935; CP: 8612


13

Annexure: A

Registers maintained by the Company

S No. Particulars Relevant Section

1 Copies of Annual Returns 159

2 Register of Members 150

3 Register of Particulars of Directors, Managing Director, Manager and Secretary 303

4 Register of Directors’ Share holding 307

5 Register(s) of contracts, companies and firms in which Directors are interested 301

6 Register of Share Transfer -

7 Register of Investments 372A

Annexure: B

A. Forms & Returns filed with the Registrar of Companies, New Delhi

S.No. Particulars of Forms & Returns Filed Date of Whether filed AdditionalFiling within Fees paid

prescribed time

1. Form 66 for filling of Compliance Certificate u/s 383A 21.10.2013 Yes NAof the Act for the financial year ended 31st March, 2013

2. Form 23AC(XBRL) and 23ACA(XBRL) for filing Annual 28.10.2013 Yes NAAccounts u/s 220 of the Act for the financial year ended31st March 2013

3. Form 23 filed u/s 192 for filing of Ordinary resolution 28.10.2013 Yes NApassed u/s 293(1)(a) and 293(1)(d) in the Annual Generalmeeting held on 28th September, 2013

4. Form 20B for filing Annual Return u/s 159 of the Act made 27.11.2013 Yes NAup to 28th September, 2013 being the date of AGM for thefinancial year ended 31st March, 2013

B. Forms & Returns filed with the Regional Director, Central Government or other authorities Nil


14

CEO/CFO CERTIFICATIONWe, Sumit Nanda, Chairman responsible for the finance function certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2014 and that tothe best of our knowledge and belief:(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the company during the year which arefraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that they haveevaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they havedisclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, ifany, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee:(i) significant changes in internal control over financial reporting during the year;(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to

the financial statements; and(iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the company’s internal control system over financialreporting.

Sd/-Date :14th August, 2014 Sumit NandaPlace :New Delhi Chairman

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCEToThe Members ofSunehari Exports (Haridwar) LtdWe have examined the compliance of conditions of Corporate Governance by Sunehari Exports (Haridwar) Ltd, for theyear ended on 31st March, 2014, as stipulated in Clause 49 of the Listing Agreement of the said company with StockExchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above-mentioned ListingAgreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For R&DCompany Secretaries

Date : 14.08.2014 Debabrata Deb NathPlace : New Delhi ACS: 23935; CP: 8612


15

Management Discussion and Analysis Report

Cautionary StatementThe management Discussion and Analysis Report maycontain certain statements that might be considered forwardlooking. These statements are subject to certain risks anduncertainties. Actual results may differ materially from thoseexpressed in the statement as important factors couldinfluence Company’s operations such as Governmentpolicies, economic development, political factors and suchother factors beyond the control of the Company.

OverviewSunehari Exports (Haridwar) Limited is doing the businessof manufacturing oral care products and providing healthcareservices.

Business OverviewThe main objects of the Company as per the Memorandumof Association is to carry on the business of import, export,sale, purchase, trade, to do job work or otherwise deal in,toothbrush, dental floss, teeth whitener, tooth paste, tonguecleaner, mouth freshner, mouth wash and all types of dentalcare, oral care & personal hygiene products and to deal inall kind of raw material and other inputs & plant &machineries used therein.After the demerger as per the Scheme, the Haridwar Unit ofthe Transferee Company has been demerged into theResultant Company – Sunehari Export (Haridwar) Ltd. Postdemerger, the Company is engaged in the business ofmanufacturing of tooth brush and other dental care products.

Industry OverviewIn India, oral care market offers huge potential as penetrationand per capita consumption of oral care products is verylow. However, rising per capita income and increasingawareness is driving demand of oral care products.Consumers have star ted switching to value-addedtoothpastes like gels, mouth washes, and teeth whiteningproducts. In rural areas, consumers are switching fromtoothpowders to toothpastes. A key industry trend is themove towards natural products comprising of herbs, vitaminsand minerals. The toothbrush has changed to fit the times.When we look at the data of industries survey its easier tounderstand that toothbrush industry is growing like neverbefore there has been an increase in the sales ofToothbrushes and dental accessories in comparison to theprevious records, Toothbrush market segmentation hasincreased significantly in the last few years, 10 years agothe most expensive toothbrush was priced at Rs. 10/-. Today,a toothbrush cost anywhere between Rs.10/- to Rs.990/-There are toothbrushes targeted at children, special core

for gum, flexible heads and specialized propositions suchas toothbrush with bristles which signal when the brush isto replaced.With an improvement in the lifestyle of the Indian consumer,healthy living will be a priority which will create an immenseopportunity for oral care sector. The branded oral care marketis expected to grow at a high rate of growth, which will notonly spur the demand for oral care products but will drivedemand towards branded and organized oral care players.

Opportunities & ThreatsThe new age Indian consumer is better educated about oralhealth care needs and the market is full of dental productsto ensure dental health. The organized retail potential whichis creating the huge consumption opportunity is by far thebiggest Opportunity for companies like us. With theaspirational and rich class in India having a betterpenetration, our brand led growth will help the company inboth the immediate and long run. Also, with the rural Indiabeing revisited by marketers through the modern retail (haat)philosophy, the opportunity is huge.Competition from Indian and global players remain a matterof concern and probable threat; while the company is wellprepared to tackle such issues on an ongoing basis.

Risks & ConcernTo good hold in this sector the company has to be updatedon latest technical and market trend. Increased competitionany may reduce market share and/or revenue.

Human resource / Industrial relationsThe Company recognizes the importance and contributionof its human resources for its growth and development andis committed to the development of its people.The Company has cordial relations with employees and staff.There are no industrial relations problems during the yearand the Company does not anticipate any material problemson this count in the current year.The management is also committed to help the employeesand workers to sharpen their skills and to improve theirknowledge base for which continuous efforts are made ontraining and development.

Internal Control Systems and AdequacyThe Company has established internal control systems forensuring optimum use of resources and safeguarding theassets. The Internal Control Systems and procedure areadequate and commensurate with the size of the Company.These business control procedures ensure efficient use andprotection of the resources and compliance with the policies,procedures and status.(source: fdiworlddental.org)


16

Independent Auditors’ Report

ToThe Members OfSUNEHARI EXPORTS (HARIDWAR) LTD.(Formerly known as Sunehari Exports(Haridwar) Pvt. Ltd.)

Report on the Financial Statements

We have audited the accompanying financial statements ofSUNEHARI EXPORTS (HARIDWAR) LTD. (Formerly knownas Sunehari Exports (Haridwar) Pvt. Ltd.) (“the Company”)which comprise the Balance Sheet as at 31 March 2014,the Statement of Profit and Loss and Cash Flow Statementfor the year then ended and a summary of significantaccounting policies and other explanatory information.

Management’s responsibility for the FinancialStatements

Management is responsible for the preparation of thesefinancial statements that give a true and fair view of thefinancial position, financial performance and cash flows ofthe Company in accordance with the Accounting Standardsreferred to in sub-section (3C) of section 211 of theCompanies Act, 1956 (“the Act”). This responsibility includesthe design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of thefinancial statements that give a true and fair view and arefree from material misstatement, whether due to fraud orerror.

Auditor’s responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those standardsrequire that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in the financialstatements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’spreparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate inthe circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the

reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the financialstatements give the information required by the Act in themanner so required and give a true and fair view inconformity with the accounting principles generally acceptedin India:

a) In the case of the Balance Sheet, of the state of affairsof the Company as at 31 March 2014;

b) In the case of the Statement of Profit and Loss, of theLoss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cashflows for the year ended on that date.

Report on Other Legal and Regulatory requirements

1. As required by the Companies (Auditor’s Report) Order,2003 (“the Order”), issued by the Central Governmentof India in terms of sub-section (4A) of section 227 ofthe Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(i) We have obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit;

(ii) In our opinion proper books of account as requiredby law have been kept by the company so far asappears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit and Lossand Cash Flow Statement dealt with by this Reportare in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement ofProfit and Loss, and Cash Flow Statement complywith the Accounting Standards referred to in sub-section (3C) of section 211 of the Act; and

(v) On the basis of written representation received fromthe directors as at 31 March 2014 and taken onrecord by the Board of Directors, none of the


17

directors is disqualified as at 31 March 2014, frombeing appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the Act.

For B.K.Shroff & Co.Chartered Accountants

Registration No. : 302166E

Place: New Delhi PartnerDate: 30.05.2014 Membership Number :90378

Annexure referred to in paragraph (1) under theheading of “Report on Other Legal and Regulatoryrequirements” of our report of even date

i) (a) The company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.

(b) As explained to us, all the fixed assets have beenphysically verified by the management accordingto a regular program which in our opinion isreasonable having regard to the size of thecompany and the nature of its assets. No materialdiscrepancies with respect to book records werenoticed on such verification.

(c) In our opinion and according to explanations givento us, fixed assets disposed off during the year werenot substantial and as such the disposal has notaffected the going concern concept of the company.

ii) (a) As explained to us, physical verification of inventory(except material in transit) has been conducted bythe management at reasonable intervals. In ouropinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physicalver ification of inventories followed by themanagement are reasonable and adequate inrelation to the size of the company and nature ofits business.

(c) On the basis of our examination of the records ofinventory, we are of the opinion that the companyis maintaining proper records of inventory.Discrepancies noticed on verification of inventoryas compared to book records were not materialand these have been properly dealt with in thebooks of accounts.

iii) (a) The company has not granted any loans, securedor unsecured from companies, firms or otherparties as listed in the register maintained undersection 301 of the Companies Act 1956 and assuch information regarding rate of interest, overdueamounts and other terms & conditions of loansgranted is not required to be furnished.

(b) The Company has not taken any loan during theyear from the parties covered in the registermaintained under Section 301 of the CompaniesAct, 1956.

(c) As the company has neither taken nor granted anyloan to parties caused U/s 301 of the companiesAct, 1956 provision of clause (iii) (b) (c ) (d) (e) (f)(g)of the order are not applicable.

iv) In our opinion and according to the information andexplanations given to us, there are adequate internalcontrol procedures commensurate with the size of thecompany and the nature of its business with regard topurchase of inventory and fixed assets and for the saleof goods. Further on the basis of our examination ofthe books and records of the company, carried out inaccordance with the auditing standards generallyaccepted in India, we have not observed any continuingfailure to correct major weaknesses in the aforesaidinternal control procedures.

v) (a) According to the information and explanationsgiven to us, we are of the opinion that thetransactions that need to be entered into theregister maintained under section 301 of theCompanies Act, 1956 have been so entered.

(b) In our opinion and according to the information andexplanation given to us, transaction of purchaseand sale of goods, materials & services were madeduring the year in pursuance of contracts orarrangements which were required to be enteredin the register maintained under section 301 ofCompanies Act, 1956 and exceeding the value ofRs 5 lacs have been so entered.

vi) The company has not accepted any deposits from thePublic within the meaning of Section 58A & 58AA ofthe Companies Act, 1956.

vii) In our opinion, the company has an adequate internalaudit system commensurate with the size and the natureof its business.


18

viii) The Central Government has not prescribedmaintenance of cost records under section 209(1) (d)of the Companies Act, 1956 for any products dealtwith by the company.

ix) a) According to the records of the company, thecompany is regular in depositing with theappropriate authorities undisputed statutory duesincluding Provident Fund, Investor Education andProtection Fund, Employees State Insurance,Income Tax, Wealth Tax, Service Tax, Custom Duty,Excise Duty, Cess and other statutory duesapplicable to it except in certain instances wheredelays were noticed.

b) According to information and explanations givento us no undisputed amounts payable in respect ofincome tax, wealth tax, custom duty, excise dutyand cess were outstanding as at 31st March, 2014for a period of more than six months from the datethey became payable.

x) The company does not have any accumulated lossesat end of the financial however it has incurred cashloss during the financial year covered by our audit butnot in the immediately preceding financial year.

xi) In our opinion and according to the information andexplanations given to us there are no dues NoFinancial Institutions/Banks.

xii) According to the information and explanations givento us the company has not granted any loan or advanceon the basis of security by way of pledge of shares,debentures and other securities.

xiii) In our opinion the company is neither a chit fund nornidhi/mutual benefit fund/society and hence clause 4(xiii) of the Order is not applicable.

xiv) In our opinion the company is not dealing in or tradingin shares, securities, debentures and otherinvestments and accordingly the provisions of clause(xiv) of the Order is not applicable.

xv) Based on our examination of the records we are ofthe opinion that the company has not given anyguarantee for loans taken by others from banks orfinancial institutions.

xvi) According to the information and information given tous and on an overall examination of the balance sheetof the company we report that no term loans have beentaken during the year, accordingly clause (xvi) of theCARO report, 2003 is not applicable to the company.

xvii) According to the information and explanations givento us and on an overall examination of the balancesheet of the company we report that the funds raisedon short-term basis have not been used for long-terminvestment.

xviii) According to the information and explanations givento us dur ing the year the company has madepreferential allotment of shares to parties andcompanies covered in the register maintained undersection 301 of Companies Act, 1956 however it is notprejudicial to the interest of the company.

xix) According to the information and explanations givento us, during the year the company had not issuedany debentures.

xx) According to the information and explanations givento us, during the year under review no money wasraised by public issue.

xxi) During the course of our examination of books andrecords of the company, carried out in accordance withauditing standards generally accepted in India, wehave neither come across any instance of fraud bythe company, noticed or reported during the year norhave we been informed of such case by themanagement.

For B.K.Shroff & Co.Chartered Accountants

Registration No. : 302166E

Place: New Delhi PartnerDate: 30.05.2014 Membership Number :90378


19

BALANCE SHEET AS AT 31ST MARCH, 2014As At As At

Particulars Note No. 31.03.2014 31.03.2013`̀̀̀̀ `

SOURCES OF FUNDSShareholders’ Funds

Share Capital 2 30509280.00 30509280.00Reserves & Surplus 3 (19282609.34) 11226670.66 (14882682.09) 15626597.91

------------------------------------------------- -------------------------------------------------Non-Current Liabilities:

Deferred Tax Liabilities 4 - -Long Term Provisions 5 3500.00 3500.00 252.00 252.00

------------------------------------------------- -------------------------------------------------Current Liabilities:

Trade Payables 6 1785786.00 1856497.00Other Current Liabilities 7 35818765.29 34693926.29Short Term Provisions 8 12.00 37604563.29 - 36550423.29

------------------------------------------------- ------------------------------------------------- ------------------------------------------------- -------------------------------------------------48834733.95 52177273.20

============================== =============================ASSETS:

Non-Current Assets:Fixed Assets

Tangible Assets 9 31141039.28 33213113.28Intangible Assets 10 17280641.17 17280641.17Long Term Loans & Advances 11 85200.00 85200.00Other Non-current Assets 12 - 48506880.45 3632.00 50582586.45

------------------------------------------------- -------------------------------------------------Current Assets:

Inventories 13 212420.00 246148.75Trade Receivables 14 - -Cash & Bank Balances 15 82826.00 137098.00Short Term Loans & Advances 16 12753.50 1189750.00Other Current Assets 17 19854.00 327853.50 21690.00 1594686.75

------------------------------------------------- ------------------------------------------------- ------------------------------------------------- -------------------------------------------------48834733.95 52177273.20

============================== =============================

The notes from 1 to 30 form an integral part of these financial statements

As per our report of even date annexed

For B.K. SHROFF & CO.Chartered AccountantsFirm Registration No: 302166E

Kavita Nangia Sumit Nanda Ankur AnandPartner Director DirectorM. No. 90378 DIN-00084239 DIN-00506761

Place : New DelhiDated : 30.05.2014


20

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST MARCH, 2014Note Current year Previous YearNo. ` `

REVENUE FROM OPERATIONS:Revenue from Operations 18 46080.00 -

Other Income 19 129716.00 249126.50--------------------------------------------------- ----------------------------------------------------

175796.00 249126.50=============================== ===============================

EXPENSES:Raw Material consumed 20 - -

Changes in Inventories 21 27840.00 -

Employee Benefits Expenses 22 162282.00 465308.00

Finance Costs 23 281396.00 115162.00

Depreciation 9 828264.00 1218197.50

Other expenses 24 2094975.75 2818579.98--------------------------------------------------- ----------------------------------------------------

3394757.75 4617247.48=============================== ===============================

(Loss)/ Profit for the year before Taxation (3218961.75) (4368120.98)Less: Impairment Loss 1215000.00 5092507.22Add: Loss on Impairment written back 9 34653.50 -

--------------------------------------------------- ----------------------------------------------------(Loss)/ Profit for the year before Taxation (4399308.25) (9460628.20)Tax Expenses

Current Tax (including interest) 619.00 255.00

Deferred Tax 4 - 619.00 (634597.00) (634342.00)--------------------------------------------------- --------------------------------------------------- ---------------------------------------------------- ----------------------------------------------------

(Loss)/ Profit after Taxation (4399927.25) (8826286.20)=============================== ===============================

Earning Par ShareBasic & Diluted 25 (1.46) (2.93)







21

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014Current year Previous Year

` `

A. Net Profit before Tax and after extraordinary item (4399308.25) (9460628.20)Adjustment forInterest income (5002.00) (4645.00)Depreciation 828264.00 1218197.50Miscellaneous expenditure written off 3632.00 3955.00Provision for Employees Benefits 3260.00 (9528.00)Provision for Doubtful Advances 1184561.00 -Impairment Loss 1215000.00 5092507.22Impairment Loss Written back (34653.50) -Interest / Finance charges 281396.00 115162.00Loss/(Profit) on sale of fixed assets (net) 4057.50 89216.40

--------------------------------------------------- ----------------------------------------------------Operating Profit before change in working capital (918793.25) (2955763.08)

Adjustment for working capital changesInventories 33728.75 2536612.58Trade & other receivables (726.50) (937784.00)Trade & other payables 1054128.00 1215010.50

--------------------------------------------------- ----------------------------------------------------Net Cash inflow from operating activities 168337.00 (141924.00)Interest/Finance charges paid (282015.00) (115417.00)

--------------------------------------------------- ----------------------------------------------------Net Cash inflow/(out flow) from operating activities (113678.00) (257341.00)

--------------------------------------------------- ----------------------------------------------------B. Cash flow from investing activities

Sale of Fixed Assets 59406.00 204208.00--------------------------------------------------- ----------------------------------------------------

Net Cash used in investing activities 59406.00 204208.00--------------------------------------------------- ----------------------------------------------------

C. Cash flow from financing activitiesProceeds from issue of share capital & premium - -Proceeds From / (Repayment) of unsecured loans - -

--------------------------------------------------- ----------------------------------------------------Net cash inflow/(out flow) from financing activities - -

--------------------------------------------------- ----------------------------------------------------Net increase/(decrease) in cash & cash equivalents (54272.00) (53133.00)Add :Cash & Cash equivalents (opening banlance) 137098.00 190231.00Cash & Cash equivalents (closing balance) 82826.00 137098.00Note: Brackets represent cash outflow* Including Capital advance







22

1 SIGNIFICANT ACCOUNTING POLICIESA. Basis of preparation of Financial Statements

The accounts are prepared under the historical cost convention using the accrual method of accounting unlessotherwise stated thereafter. Accounting policies not specifically referred to are consistent with generally acceptedprinciples.

B. Fixed Assets(a) Fixed Assets are stated at cost of acquisition inclusive of inward freight, duties and taxes and incidental expenses

relating to acquisition and is net of Modvat/cenvat wherever applicable. In respect of project involving construction,related preoperational expenses are capitalised and form part of the value of assets capitalised. Fixed assetsother than leasehold land, acquired on lease are not treated as assets of the company and lease rentals arecharged as revenue expense. Plot at Uttaranchal is under 90-year lease; premium on allotment of land is capitalized.Lease rent is expensed on accrual basis.

(b) Fixed assets acquired under hire purchase scheme are capitalized at their principal value and hire chargesexpensed.

(c) Consideration is given at each balance sheet date to determine whether there is any indication of impairment ofthe carrying amount of the company’s fixed assets. If any indication exists, an asset’s recoverable amount isestimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverableamount. Recoverable amount is the greater of the net selling price and its value in use.

C. DepreciationDepreciation is calculated on fixed assets on ‘Straight Line Method’ in accordance with schedule XIV of the CompaniesAct, 1956. Leasehold land is depreciated over Lease period.

D. Foreign Currency Transactions(a) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the

time of the transaction.

(b) Items denominated in foreign currencies at the year-end and not covered by forward exchange contracts aretranslated at year-end rates.

(c) Any income or expense on account of exchange rate difference either on settlement or on translation is recognisedin the profit or loss account except in cases where they relate to the acquisition of fixed assets in which case theyare restated at the rates ruling at the year end and exchange differences arising on such transactions areadjusted in the cost of the fixed assets.

E. InvestmentsLong-term investments are stated at cost of acquisition. Provision for diminution in the value of long-term investmentis made only if such a decline is other than temporary in the opinion of management.

F. Inventories(a) Inventories are valued at lower of cost or net realisable value except for waste. Cost is determined using First in

First out (FIFO) formula.

(b) Finished goods and stock in process include cost of conversion and other cost incurred in bringing the inventoryto their present location and condition.

(c) Scrap is valued at estimated realisable value.

G. Miscellaneous ExpenditurePreliminary expenses and share issue expenses are being proportionately written off over a period of ten years.


23

H. Revenue RecognitionExport sales are accounted for on the basis of the date of bill of lading/airway bill. Other sales are accounted for exfactory on despatch and are net of excise duty and cash discount.

I. Excise Duty(a) Provision for excise duty is made on waste & finished goods lying in bonded warehouse & meant for sale in

domestic tariff area.

(b) Modvat benefit accounted for by reducing the purchase cost of the material/ fixed assets.

J. LeaseFixed assets taken on lease before 31.3.2001 are not treated as assets of the company and lease rentals are chargedto Profit and Loss account in accordance with the term(s) of the lease(s). However, lease transactions entered/ to beentered into after 1.4.2001 shall be accounted for in accordance with Accounting Standard 19 on ‘Leases’ prescribedby the Institute of Chartered Accountants of India.

K. Income from Investment / DepositIncome from investment / deposit is credited to revenue in the year in which it accrues. Income is stated in full with taxthereon being accounted for under income tax deducted at source.

L. Claims & benefitsClaims receivable and export benefits are accounted on accrual basis to the extent considered receivable.

M. Employees(a) Company’s contribution to Provident Fund is charged to the Profit & Loss Account each year.

(b) Provision for Gratuity & Leave Encashment is determined on the basis of actuarial valuation and debited to theProfit & Loss Account.

N. Borrowing costsBorrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset arecapitalized as a part of the cost of that asset. Other borrowing costs are recognized as an expense in the period inwhich they are incurred. Capitalization of borrowing costs ceases when substantially all activities necessary to preparethe qualifying asset for its intended use or sale are complete.

O. Taxation(a) Provision for taxation is based on assessable profit of the Company as defined under Income Tax Act, 1961.

(b) Deferred taxation is provided using the liability method in respect of the taxation effect arising from all materialtiming differences between the accounting and tax treatment of income and expenditure which are expected withreasonable probability to crystallize in foreseeable future. Deferred tax benefits are recognized in the financialstatements only to the extent of any deferred tax liability or when such benefits are reasonably expected to berealized in the near future.

P. Financial Derivatives TransactionsIn respect of derivative contracts, premium paid gains / losses on settlement and provisions for losses for cash flowhedges are recognized in the Profit & Loss account.

Q. Forward Exchange Contracts not intended for trade or speculation purpose.The premium or discount arising at the inception of forward exchange contracts is amortized as expense or incomeover the life of the contract. Exchange difference on such contracts are recognized in the statement of profit and loss


24

in the year in which the exchange rates change except for difference in respect of liabilities incurred for acquiringfixed assets from a country outside India, in which case such difference is adjusted in the carrying amount of therespective fixed assets. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognizedas income or as expense for the year.

R. Contingent LiabilitiesContingent Liabilities as defined in Accounting Standard – 29 are disclosed by way of notes to accounts. Provision ismade if it becomes probable that an outflow of future economic benefit will be required for an item previously dealtwith as a Contingent Liability.

S. Events occurring after Balance Sheet date.Events occurring after Balance sheet date have been considered in the preparation of financial statements.

T. Earning Per Share(a) Basic earning per share is calculated by dividing the net profit for the year attributable to equity shareholders by

the weighted average number of equity shares outstanding during the year.

(b) Diluted earning per share is calculated by dividing the net profit attributable to equity shareholders by the weightedaverage number of equity shares outstanding during the year. (Adjusted for the effect of diluted option).


25

NOTES FORMING PART OF THE FINANCIAL STATEMENTSCurrent Year Previous Year

`̀̀̀̀ `

2. SHARE CAPITALAuthorised No. of shares Amount No. of shares AmountEquity Shares of `̀̀̀̀ 10/- eachAt the beginning of the Period 3210000 32100000.00 3210000 32100000.00Add: Addtions during the Period - - - -Less: Reduction during the Period - - - -

-------------------------------------------- -------------------------------------------- -------------------------------------------- --------------------------------------------At the End of the Period 3210000 32100000.00 3210000 32100000.00

============================== ============================== ============================== ==============================0.01% Compulsorily Redeemable Non CumulativePreference Shares of `̀̀̀̀ 10/- eachAt the beginning of the Period 40000 400000.00 40000 400000.00Add: Addtions during the Period - - - -Less: Reduction during the Period - - - -


============================== ============================== ============================== ==============================-------------------------------------------- --------------------------------------------

Total Authorised Capital 32500000.00 32500000.00============================== ==============================

Issued, Subscribed & Paid Up:Equity Shares of `̀̀̀̀ 10/- eachAt the beginning of the Period 3010928 30109280.00 3010928 30109280.00Add: Addtions during the Period - - - -Less: Reduction during the Period - - - -


============================== ============================== ============================== ==============================0.01% Compulsorily Redeemable Non CumulativePreference Shares of `̀̀̀̀ 10/- eachAt the beginning of the Period 40000 400000.00 40000 400000.00Add: Addtions during the Period - - - -Less: Reduction during the Period - - - -


============================== ============================== ============================== ==============================-------------------------------------------- --------------------------------------------

Total Issued, Subscribed & Paid Up Capital 30509280.00 30509280.00============================== ==============================

(i) The company has one class of equity shares having a par value of ` 10 each per share. Each shareholder ofequity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees.

(ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assetsof the company, afterdistribution of all preferential amounts. The distribution will be in proportion to the number ofequity shares held by the shareholders.

(iii) The 0.01% Compulsorily Redeemable Non Cumulative Preference Shares (CRNCPS) are redeemable within aperiod of 20 Years from the date of its issue with call option to the company.

(iv) The Redemption price of CRNCPS shall be such amount as may be decided by the Board of Directors of theCompany considering the book value, profitability (present and/or future) and other factors at the time of redemption.


26


`̀̀̀̀ `

Details of shares held by each shareholder holding more than 5% shares:Class of shares/Name of shareholder Number of % holding in Number of % holding in

shares held that class shares held that classof shares of shares

Equity Shares with voting rightsSumit Nanda 1764831 58.61% 1764831 58.61%H.C.Nanda 158432 5.26% 158432 5.26%Shikha Nanda 207675 6.90% 207675 6.90%Growmax Investments Ltd. 170829 5.67% 170829 5.67%

0.01% Compulsorily Redeemable Non Cumulative Preference SharesDr. Fresh Assets Ltd. 40000 100.00% 40000 100.00%

3 RESERVES & SURPLUSSurplusAt the Beginning of the Period (14882682.09) (6056395.89)Additions during the Period (4399927.25) (8826286.20)

------------------------------------------------ ------------------------------------------------At the End of the Period (19282609.34) (14882682.09)

------------------------------------------------ ------------------------------------------------(19282609.34) (14882682.09)================================ ================================

4 DEFERRED TAXATIONAs required under Accounting Standard AS-22, ‘Accounting for taxes on income’ issued by the Institute of CharteredAccountants of India, the company is required to account for deferred taxation while preparing its accounts. Thedetails of deferred tax assets/liabilities are as under:

As at Current As at31 March Year 31 March

2013 2014Deferred Tax Liabilities being tax impact thereonDifference between WDV of block of assets as perIncome tax laws and WDV of the fixed assets asper books of accounts. 1139408.00 134668.00 1274076.00

------------------------------------------------ ------------------------------------------------ ------------------------------------------------Total Deferred Tax Liabilities 1139408.00 134668.00 1274076.00

------------------------------------------------ ------------------------------------------------ ------------------------------------------------Deferred Tax Assets being tax impact thereon(i) Unabsorbed losses of current Period carried

forward as per Income Tax Laws 1139330.00 133661.00 1272991.00(ii) Expenses charged in the books, but allowance

thereof deffered under income tax laws 78.00 1007.00 1085.00------------------------------------------------ ------------------------------------------------ ------------------------------------------------

Total Deferred Tax Assets 1139408.00 134668.00 1274076.00------------------------------------------------ ------------------------------------------------ ------------------------------------------------

Net Deferred Tax Liability/(Assets) - - -================================ ================================ ================================

As a matter of prudence Deffered Tax Asset has been recognised to the extent of Deffered Tax Liability and accordinglyDeffered Tax Asset of ` 3336408.00 (Previous Year ` 2345516.00) resulted from carry forward losses has not beenrecognised.


27


`̀̀̀̀ `

5 LONG TERM PROVISIONSProvision for Employees Benefits 3500.00 252.00

------------------------------------------------ ------------------------------------------------3500.00 252.00

================================ ================================

6 TRADE PAYABLESSundry Creditors 1729371.00 1800082.00Advance against Orders 56415.00 56415.00

------------------------------------------------ ------------------------------------------------1785786.00 1856497.00

================================ ================================The Company has not received the intimation from its vendors regarding the status under “The Micro Small andMedium Enterprises Development Act, 2006” and therefore disclosures under this act have not been given. Themanagement does not envisage any material impact on the financials in this regard.

7 OTHER CURRENT LIABILITIESFrom Associates 35660085.29 34418520.29Other Liabilities 158680.00 275406.00

------------------------------------------------ ------------------------------------------------35818765.29 34693926.29

================================ ================================

(i) There is no amount which needs to be transferred to “Investors Education & Protection Fund”.

8 SHORT TERM PROVISIONSProvision for Employees Benefits 12.00 -

------------------------------------------------ ------------------------------------------------12.00 -

================================ ================================9 TANGIBLE ASSETS

Current Year

Particulars Leasehold Building at Plant & Dies & Furniture & Office Computers TotalIndustrial Plot Haridwar Machinery Moulds Fixtures Equipments

Gross carrying amount as on 1 April 2013 9447456.28 17430033.00 13667530.00 1896576.12 18577.00 5500.00 65319.00 42530991.40

Additions during the period - - - - - - - -

Sales/ adjustments during the period - - 102000.00 - - - - 102000.00

Gross carrying amount as on 31 March 2014 9447456.28 17430033.00 13565530.00 1896576.12 18577.00 5500.00 65319.00 42428991.40

Accumalated Depreciation as on 1 April 2013 604352.00 779910.00 6596530.00 1296576.12 9460.00 652.00 30398.00 9317878.12

Depreciation for the period 99230.00 284110.00 335639.00 97260.00 1176.00 261.00 10588.00 828264.00

Impairment written back during the year - - 34653.50 - - - - 34653.50

Impairment During the period - - 1215000.00 - - - - 1215000.00

Sales/ adjustments during the period - - 38536.50 - - - - 38536.50

Accumalated Depreciation as on 31 March 2014 703582.00 1064020.00 8073979.00 1393836.12 10636.00 913.00 40986.00 11287952.12

Net carrying amount as on 31 March 2014 8743874.28 16366013.00 5491551.00 502740.00 7941.00 4587.00 24333.00 31141039.28


28

NOTES FORMING PART OF THE FINANCIAL STATEMENTSPrevious Year

Particulars Leasehold Building at Plant & Dies & Furniture & Office Computers TotalIndustrial Plot Haridwar Machinery Moulds Fixtures Equipments

Gross carrying amount as on 1 April 2012 9447456.28 17430033.00 14076542.00 1896576.12 18577.00 5500.00 65319.00 42940003.40Additions during the year - - - - - - - -Sales/ adjustments during the year - - 409012.00 - - - - 409012.00

Gross carrying amount as on 31 March 2013 9447456.28 17430033.00 13667530.00 1896576.12 18577.00 5500.00 65319.00 42530991.40

Accumalated Depreciation as on 1 April 2012 505122.00 495800.00 1460469.00 632885.00 8284.00 391.00 19810.00 3122761.00Depreciation for the year 99230.00 284110.00 588065.00 234767.50 1176.00 261.00 10588.00 1218197.50Impairment During the period - - 4663583.60 428923.62 - - - 5092507.22Sales/ adjustments during the year - - 115587.60 - - - - 115587.60

Accumalated Depreciation as on 31 March 2013 604352.00 779910.00 6596530.00 1296576.12 9460.00 652.00 30398.00 9317878.12

Net carrying amount as on 31 March 2013 8843104.28 16650123.00 7071000.00 600000.00 9117.00 4848.00 34921.00 33213113.28

In pursuance of Accounting Standard on impairment of Assets (AS-28) issued by the Institute of Chartered Accountants of India, the company has as on 31.03.2014 identifiedcash generating unit viz. Sunehari Exports (Haridwar) Ltd. which are not economically viable. The carrying amount of the said units exceeded its net recoverable amount whichis the net selling price determined on the basis of certificate given by the management of the Company.

Current YearClass/ Nature Carrying Amount Net Recoverable Impairment

Amount LossPlant & Machinery 11335481.10 5491551.00 5843930.10

Molds & Dies 931663.62 502740.00 428923.62

Total 12267144.72 5994291.00 6272853.72

Previous YearClass/ Nature Carrying Amount Net Recoverable Impairment

Amount LossPlant & Machinery 11734583.60 7071000.00 4663583.60

Molds & Dies 1028923.62 600000.00 428923.62

Total 12763507.22 7671000.00 5092507.22

The impairment loss so identified has been charged to Profit & Loss Account during the year and depreciation on theimpaired assets is continue to be charged as per the policy of the company.

10 INTANGIBLE ASSETSCurrent PeriodParticulars Goodwill TotalGross carrying amount as on 1 April 2013 17280641.17 17280641.17Sales/ asjustments - -

------------------------------------------------ ------------------------------------------------Gross carrying amount as on 31 March 2014 17280641.17 17280641.17Accumalated amortisation - -

------------------------------------------------ ------------------------------------------------Net carrying amount as on 31 March 2014 17280641.17 17280641.17

================================ ================================Previous PeriodParticulars Goodwill TotalGross carrying amount as on 1 April 2012 17280641.17 17280641.17Sales/ asjustments - -

------------------------------------------------ ------------------------------------------------Gross carrying amount as on 31 March 2013 17280641.17 17280641.17Accumalated amortisation - -

------------------------------------------------ ------------------------------------------------Net carrying amount as on 31 March 2013 17280641.17 17280641.17

================================ ================================


29


`̀̀̀̀ `

11 LONG TERM LOANS & ADVANCES(Unsecured - considered good)Security Deposits 85200.00 85200.00

------------------------------------------------ ------------------------------------------------85200.00 85200.00

================================ ================================12 OTHER NON CURRENT ASSETS

Miscellaneous Expenditures(To the extent not written off or adjusted)Preliminary Expenses 3632.00 7587.00Less: Preliminary Expenses written off 3632.00 - 3955.00 3632.00

------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------- 3632.00

================================ ================================13 INVENTORIES

(As taken, valued and certified by the management)Raw Materials 23400.00 23400.00Stores, Spares and Packing Material 72500.00 72500.00Finished Goods 36520.00 64360.00Semi-Finished Goods 80000.00 85888.75

------------------------------------------------ ------------------------------------------------212420.00 246148.75

================================ ================================14 TRADE RECEIVABLES

Exceeding six monthsUnsecured - Considered good - -Doubtful - 203833.00Less: Provision for Doubtful Trade Receivables - 203833.00Add: Provision written back - 203833.00Less: Bad Debts written off - - 203833.00 -

------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------- -

================================ ================================15 CASH & BANK BALANCES

Balances with Scheduled BanksIn Current Account 28651.32 85998.50In Fixed Deposit/Margin Money Account 50000.00 50000.00Cash in hand 4174.68 1099.50

------------------------------------------------ ------------------------------------------------82826.00 137098.00

================================ ================================16 SHORT TERM LOANS & ADVANCES

(Unsecured - considered good)Advances (recoverable in cash or in kind or for value to be received)Advances Others 1197314.50 1189750.00Less : Provision for Doubtful advances 1184561.00 -

------------------------------------------------ ------------------------------------------------12753.50 1189750.00

================================ ================================In the opinion of the management, loans and advances are expected to realize at least the amount at which they arestated, if realized in the ordinary course of business and provision for all known liabilities has been adequately madein the accounts.


30


`̀̀̀̀ `

17 OTHER CURRENT ASSETSInterest receivable 19854.00 14852.00Balance with Central Excise Authorities - 6838.00

------------------------------------------------ ------------------------------------------------19854.00 21690.00

================================ ================================18 REVENUE FROM OPERATIONS

Turnover Manufactured (Gross)Sale of Products 46080.00 -Less:- Excise duty - 46080.00 - -

------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------46080.00 -

================================ ================================19 OTHER INCOME

Interest 5002.00 4645.00Liabilities no longer required/ Sundry Bal written Back - 234953.50Provision written back Lease Rent 124609.00 -Reversal of Contribution to Provident Fund, ESI, etc. 105.00 -Provision written back Gratuity - 9528.00

------------------------------------------------ ------------------------------------------------129716.00 249126.50

================================ ================================20 COST OF MATERIAL CONSUMED

Current YearParticulars Nylon PVC Paper Packing Others Total

Bristles Sheet Material &Spares

Opening Balance 5200.00 16000.00 2200.00 72500.00 - 95900.00Add: Purchases during the year - - - - - -Less: Cost of Material Sold/ Return - - - - - -Less: Consumption during the year - - - - - -Less: Unservicable/ Damaged Material - - - - - -w/off during the year

Closing Balance 5200.00 16000.00 2200.00 72500.00 - 95900.00

Previous YearParticulars Nylon PVC Paper Packing Others Total

Bristles Sheet Material &Spares

Opening Balance 73184.42 70506.46 900693.71 992794.90 78091.01 2115270.50Add: Purchases during the year - - - - - -Less: Cost of Material Sold/ Return - - 853315.66 516521.34 78091.01 1447928.01Less: Consumption during the year - - - - - -Less: Unservicable/ Damaged Material 67984.42 54506.46 45178.05 403773.56 - 571442.49w/off during the year

Closing Balance 5200.00 16000.00 2200.00 72500.00 - 95900.00


31


`̀̀̀̀ `

21 CHANGES IN INVENTORIESFinished GoodsAt the beginning of the Period 64360.00 337802.28Less: Unservicable/ Damaged Material w/off - 273442.28At the end of the Period 36520.00 27840.00 64360.00 -

------------------------------------------------ ------------------------------------------------Semi - Finished GoodsAt the beginning of the Period 85888.75 329688.55Less: Unservicable/ Damaged Material w/off 5888.75 243799.80At the end of the Period 80000.00 - 85888.75 -

------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------27840.00 -

================================ ================================22 EMPLOYEE BENEFITS EXPENSES

Salary & WagesSalaries, Wages, Bonus & Other benefits 150904.00 392087.00Contribution to Provident Funds & Other FundsContribution to Provident Fund, ESI, etc. - 20081.00Other ExpensesWorkmen & Staff Welfare expenses 11378.00 53140.00

------------------------------------------------ ------------------------------------------------162282.00 465308.00

================================ ================================

As per Accounting Standard 15 “Employee benefits”, the disclosures as defined in the Accounting Standard are givenbelow:

Particulars Current Year Previous YearGratuity Leave Gratuity Leave

Encashment Encashment

1 Assumptions :

Discount Rate 9.00% - 8.00% -

Rate of increase in Compensation levels 6.50% - 5.50% -

Expected Rate of Return on Plan Assets - - - -

Average remaining working lives of employees (Periods) 24.52 - 36.26 -

2. Changes in Present Value of Obligations :

Present Value of obligation as at the beginning of the Period 252.00 - 9780.00 -

Acquisition Adjustment - - - -

Interest Cost 23.00 - 782.00 -

Past Service Cost - - - -

Current Service Cost 3512.00 - 252.00 -

Curtailment Cost / (Credit) - - - -

Settlement Cost / (Credit) - - - -

Benefits Paid - - - -

Actuarial (Gain) / (Loss) on obligations (275.00) - (10562.00) -

Present Value of Obligation as at the end of the Period 3512.00 - 252.00 -


32



3. Changes in the Fair Value of Plan Assets :

Fair Value of Plan Assets at the beginning of the period - - - -

Acquisition Adjustments - - - -

Expected Return on Plan Assets - - - -

Contributions - - - -


Actuarial gain /(loss) on plan assets - - - -

Fair Value of Plan Assets at the end of the Period - - - -

4. Fair value of Plan Assets :

Fair value of Plan Assets at the beginning of the period - - - -

Acquisition adjustment - - - -

Actual return on Plan Assets - - - -

Contributions - - - -


Fair value of Plan Assets at the end of the period - - - -

Funded status (3512.00) - (252.00) -

Excess of actual over estimated return on Plan Assets - - - -

5. Actuarial Gain / (Loss) Recognized :

Actuarial Gain/(Loss) for the period - Obligation 275.00 - 10562.00 -

Actuarial (Gain)/ Loss for the period - Plan Assets - - - -

Total (Gain)/ Loss recognized in the period (275.00) - (10562.00) -

Actuarial (Gain) / Loss recognized in the period (275.00) - (10562.00) -

Unrecognized actuarial (Gains)/ Losses at the end of the period - - - -

6. The Amounts to be recognized in Balance Sheetand Statements of Profit & Loss :

Present Value of Obligation as at the end of the period 3512.00 - 252.00 -

Fair Value of Plan Assets as at the end of the period - - - -

Funded Status / Difference (3512.00) - (252.00) -

Excess of actual over estimated - - - -

Unrecognized Actuarial (Gain) / Losses - - - -

Net Asset / (Liability) Recognized in Balance Sheet (3512.00) - (252.00) -

7. Expenses Recognized in the Statement of Profit & Loss:

Current Service Cost 3512.00 - 252.00 -

Past Service Cost - - - -

Interest Cost 23.00 - 782.00 -


33



Expected Return on Plan Assets - - - -

Curtailment Cost / (Credit) - - - -

Settlement Cost / (Credit) - - - -

Net Actuarial (Gain) / Loss recognized in the period (275.00) - (10562.00) -

Expenses Recognized in the statement of Profit & Loss 3260.00 - (9528.00) -

8. Reconciliation statement of expense in thestatement of profit & loss:

Present value of obligation as at the end of period 3512.00 - 252.00 -

Present value of obligation as at the beginning of the period 252.00 - 9780.00 -

Benefits paid - - - -

Actual return on plan assets - - - -


Expenses recognized in the statement of profit & losses 3260.00 - (9528.00) -

9. Amount for the current period:

Present value of obligation as at the end of period 3512.00 - 252.00 -

Fair value of plan assets at the end of the period - - - -

Surplus / (Deficit) (3512.00) - (252.00) -

Experience adjustment on plan Liabilities (loss)/ gain 272.00 - 10611.00 -

Experience adjustment on plan Assets (loss)/ gain - - - -

10. Movement in the liability recognized in the Balance Sheet:

Opening net liability 252.00 - 9780.00 -

Expenses as above 3260.00 - (9528.00) -


Actual return on Plan assets - - - -


Closing net liability 3512.00 - 252.00 -

Current Year Previous Year`̀̀̀̀ `

23 FINANCE COSTSInterest Expenses 278227.00 111310.00Bank charges & Finance procurement expenses 3169.00 3852.00

------------------------------------------------ ------------------------------------------------281396.00 115162.00

================================ ================================


34


`̀̀̀̀ `

24 OTHER EXPENSESElectricity Exenses 318249.00 302810.00Lease Rent 16300.00 16300.00Repair to Plant & Machinery - 4556.00Repair to Others 4213.50 500.00Rates& Taxes 6500.00 15985.00Communication expenses 5981.00 16780.00Travelling & Conveyance 21831.00 89903.00Freight & Forwarding charges 200.00 -Advertisement 36929.00 325225.00Preliminary Expenses written off 3632.00 3955.00Bad Debts Written off - 203833.00Less : Provision made in earlier years - - 203833.00 -

------------------------------------- ------------------------------------- ------------------------------------- -------------------------------------Irrecoverable Advances written off 6838.00 28065.00Loss on Sales of Fixed Assets 4057.50 89216.40Loss on Sales of Raw Material / Return - 58588.01Unserviceable/ damaged raw material/ store written off 5888.75 1088684.57Claims Paid 60230.00 -Previous Period expenses - 6760.00Bad debts Written off - 6619.00Provision for Doubtful Advances 1184561.00 -Miscellaneous expenses * 419565.00 764633.00

2094975.75 2818579.98* Includes payment to Auditors- As Audit Fees 33708.00 33708.00- As Tax Audit Fees - 11236.00- In Other Capacity 2809.00 20618.00

------------------------------------------------ ------------------------------------------------36517.00 65562.00

================================ ================================

25 (i) Basic Earning per shareProfit after tax before Taxation (A) (4399308.25) (9460628.20)Profit after tax after Taxation (B) (4399927.25) (8826286.20)Weighted average no. of equity shares (C) 3010928 3010928Earning per share before Taxation A/C (1.46) (3.14)Earning per share after Taxation B/C (1.46) (2.93)

(ii) Diluted earning per share is not given as thesame is anti dilutive

26 Contingent Liabilities not provided for in respect of :- Bank Guarantees 50000.00 50000.00- Due to inadequacy of profits Dividend on CRNCPS

has not been provided 88.00 48.00


35

27 Previous Period figures have been regrouped and/or re-arranged wherever necessary.

28 (i) The Company had filed on 19.02.2011 the scheme of amalgamation of Dr. Fresh Assets Limited with SunehariExports Limited and demerger of Haridwar Unit of Sunehari Exports Limited into the company from 1st April,2011, which was sanctioned by the Hon’ble High Court of Delhi vide its order dated 29.09.2011. Haridwar Unit ofSunehari Exports Limited has been merged with Sunehari Exports (Haridwar) Ltd. w.e.f. 01.04.2011 (the appointeddate). To give the effect to the demerger the order of the Hon’ble High Court of Delhi filed with the Registrar ofCompanies NCT of Delhi & Haryana on 13.01.2012 (effective date). Accordingly the scheme has been giveneffect to in the accounts in last years.

(ii) In terms of the scheme the entire undertakings, properties, assets, debts, liabilities, contingent, liabilities, dutiesand obligations of the Haridwar Unit of Sunehari Exports Limited have been transferred to the company at theirrespective book values w.e.f. 01.04.2011 (the appointed date) however necessary steps and formalities in respectof transfer of properties from erstwhile Haridwar Unit of Sunehari Exports Limited in favour of the company areunder implementation. Documentations relating to transfer of titles, rights, obligations, liabilities, etc., in favour ofthe company is in progress. However, these vest in the company by operation of statute viz. sections 391 to 392of the Companies Act, 1956.

(iii) At the close of the year notice received from Government of The NCT of Delhi, Office of the DivisionalCommissioner, Delhi, the company has a contingent liability to pay the amount of Stamp Duty on the Demergerprocess which was held in the year of 2011-12. Stamp duty payable has not been materialised till the date of theBalance Sheet, necessary provision will be made as & when liability determined/ crystalised.

29 As per the order of the Honourable Court of Civil Judge, New Delhi dated 27.09.2013, the company has a liability topay Rs. 74191.00 to some creditors, but amount has not been paid upto the date of the Balance Sheet so necessaryprovision has been made in these financial statements to reflect the same.

30 Related Party TransactionsA. Names of related parties & description of relationship

i) Associates Dr. Fresh Assets Ltd.JHS Svendgaard Laboratories Ltd.

B. Disclosure of transactions with related parties in ordinary course of businessCurrent Year Previous Year

`̀̀̀̀ `

Nature of transactionsInterest Paid 259190.00 111310.00

Advance Taken 1241565.00 2092260.00

Closing BalanceAdvance Taken 35660085.29 34418520.29

Preferential Share Capital 400000.00 400000.00

Sundry Creditors 56415.00 56415.00

The above transaction as well as related parties have been identified on the basis of information available with thecompany and the same has been relied upon by the auditors.

If undelivered, please return to :SUNEHARI EXPORTS (HARIDWAR) LIMITEDRegistered Office : B-1/E-24,Mohan Co-operative Industrial Area,New Delhi - 110 044, India

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5th Annual Report2013-14

SUNEHARI EXPORTS (HARIDWAR) LIMITED

BOARD OF DIRECTORS

Mr. Sumit Nanda (DIN-00084239)Director

Mr. Ankur Anand (DIN-00506761)Director

Mr. Harish Chander Nanda (DIN-00095132)Director

Mr. Arjun Lamba (DIN-00124804)Director

AUDITORS

B.K. Shroff & Company3/7 - B, Asaf Ali Road,New Delhi - 110 002

BANKERS

Oriental Bank of CommerceMohan Co-operative Industrial Estate,Mathura Road, New Delhi - 110 044

REGISTERED OFFICE

B-1/E-24, Mohan Co-operativeIndustrial Area, Mathura Road,New Delhi - 110 044, India

WORKS

Plot No. 98, Sector-5, IIE (Sidcul)Ranipur, Dist. Haridwar (Uttaranchal)

STOCK EXCHANGEOTC Exchange of India92, Maker Tower ‘F’, Cuffe Parade,Mumbai - 400 005

Delhi Stock Exchange of IndiaDSE House, 3/1, Asaf Ali Road,New Delhi - 110 002

CONTENTS Page No.

Directors’ Report .......................................................................... 1

Report on Corporate Governance .............................................. 4

Compliance Certificate .............................................................. 11

CEO/CFO Certification .............................................................. 14

Management Discussion and Analysis Report ........................ 15

Auditors’ Report ......................................................................... 16

Balance Sheet ............................................................................ 19

Statement of Profit and Loss ..................................................... 20

Cash Flow Statement ................................................................ 21

Notes on Financial Statement ................................................... 22

5th annual report 2013-14 - sunehari.com · 5th annual report 2013-14 1 directors’ report dear...

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