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AARV Infratel Ltd.

BSE: 526488 Sector: Industrials
NSE: N.A. ISIN Code: INE432N01010
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AARV Infratel Ltd. (AARVINFRATEL) - Director Report

Company director report

DIRECTORS

To

The Members Nylofils India Limited

Dear Members

Your Directors have pleasure in presenting the 22nd Annual Report on thebusiness and operations together with Audited Annual accounts of your Company for theFinancial year ended 31st March 2014.

FINANCIAL RESULTS (Amt in Rs.)
Particulars 2013-2014 2012-2013
Total Income Nil Nil
Increase/(Decrease) in stocks Nil Nil
Total Expenditure before Interest & Depreciation 252806 333253
Interest Nil Nil
Depreciation 696 696
Profit/Loss (-) -252806 -1063550.00
Prior period Adjustments 0 0
Provision for tax Nil Nil
Profit/Loss (-) after Taxation -252806 -1063550.00

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financialyear 2006-2007 and cleared all the amounts due to banks / financial institutions. Board isexamining various options to scale up company's business in the near future.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year2013-2014 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits fromthe public.

AUDITORS

M/s Rao & Kumar Chartered Accountants Auditors of the Company hold office untilthe conclusion of the ensuing Annual General Meeting. The Company has received a letterfrom the Auditors that their appointment if made will be in conformity with Section 141of the Companies Act 2013. M/s. Rao & Kumar Chartered Accountants being eligibleare recommended for re-appointment as Auditors of the Company till the conclusion of thenext Annual General Meeting.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 read with the Articles ofAssociation of your Company Mr. Vetcha Venkateswara Rao Managing Director retires byrotation at the ensuing Annual General Meeting and being eligible has offered himselffor reappointment.

Mr. Singmasetty Kishore (DIN:03608495) and Mr. Singamsetty Lova Raju (DIN:03608498)non-executive Independent Directors are recommended to be appointed as IndependentDirectors for a period of five years pursuant to Sections 149 152 and other applicableprovisions of the Companies Act 2013.

Brief profile of the above Director is provided in the report of Corporate Governanceforming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 withrespect to the Directors' responsibility statement the Board of Directors of your Companyconfirms that:

1. In the preparation of the annual accounts for the year ended 31st March2013 the applicable accounting standards have been followed with proper explanationsrelating to material departures.

2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year ended on31st March 2013 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; and

4. The Directors have prepared the accounts for the financial year ended 31stMarch 2014 on a going concern basis.

AUDIT COMMITTEE

The Company constituted Audit Committee which meets the requirements of Section 177 ofthe Companies Act 2013 and Clause 49 of the Listing Agreement.

LISTING OF SHARES

The Equity shares of your Company are listed on Ahmedabad Stock Exchange and BombayStock Exchange. The shares of the Company are being traded on Bombay Stock Exchange.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance Management Discussion and Analysis Reportand the Certificate from the Auditors of your Company regarding compliance of conditionsof Corporate Governance as stipulated under Clause 49 of the Listing Agreement with theStock Exchanges forms part of this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequentimpact on the cost of production of goods: As energy conservation is very meager andenergy cost forms a small part of total costs the impact on costs is not material.

B. Technology Absorption:

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company NIL
2. Benefits derived as a result of the R & D N.A
3. Future plan of Action NIL
4. Expenditure on R & D NIL

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

There is no technology absorption during the financial year.

FOREIGN EXCHANGE EARNINGS & OUTGO

2013-2014 2012-2013
a. Foreign Exchange earnings (FOB basis) NIL NIL
b. Foreign Exchange outgo
1) CIF value of imports
- Raw materials NIL NIL
- Capital Goods NIL NIL
2) Travelling Expenses NIL NIL

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose names are required to be disclosed underthe provisions of Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975.

E-VOTING:

In terms of Section 108 of the Companies Act 2013 Rules framed thereunder and Clause35B of the Listing Agreement the Company is providing e-voting facility to itsshareholders in respect of all shareholders' resolutions proposed to be passed at thisAnnual General Meeting.

APPRECIATION

Your Directors take this opportunity to express their sincere appreciation and thanksto the shareholders for their continued support.

For and on behalf of the Board

For Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad
Place: Rajahmundry Managing Director Whole Time Director
Date 26.05 2014 DIN:03294204 DIN:03294212

Auditors Certificate on Corporate Governance

To the Members of Nylofils India Limited

We have examined the compliance of the conditions of Corporate Governance by NylofilsIndia Limited for the year ended 31st March 2014 as stipulated in clause 49 ofthe Listing Agreement of the said company with Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to the procedures and implementation thereofadopted by the company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of the opinion on the financialstatements of the company.

In our opinion and to the best of our information and explanations given to us wecertify that the company has complied with the conditions of Corporate Governance asstipulated in the above-mentioned Listing Agreement.

We state that in respect of investor grievances received during the year ended 31stMarch 2014 no investor grievances are pending against the company as on the date of thiscertificate as per the records maintained by the company and presented to the shareholdersGrievance Committee.

We further state that such compliance is neither an assurance as to the futureviability of the company nor the efficiency or effectiveness with which the management hasconducted the affairs of the company.

For RAO & KUMAR
Chartered Accountants
Anirban Pal
Place: Rajahmundry Partner
Date: 26.05 2014 Membership No.214919

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