THE YAMUNA SYNDICATE LIMITEDRegistered Office : Radaur Road, Yamunanagar – 135 001.CIN : L24101HR1954PLC001837, Website : yamunasyndicate.com, E-mail : yslynr12@rediffmail.comPhone : 01732-255479. Fax : 01732-251802 NOTICE

Notice is hereby given that the 60th Annual General Meeting of the Members of The Yamuna Syndicate Limited will be held on Monday, August 04, 2014 at 12 :30 P.M. at the office premises of Saraswati Sugar Mills Ltd., Radaur Road, Yamunanagar (Haryana) (opposite Registered Office of the Company), to transact the following business: -

As Ordinary Business:

1.                   To receive, consider and adopt the audited Accounts and Reports of the Directors and Auditors for the financial year ended March 31, 2014.

2.             To declare dividend on Equity Shares for the year ended March 31, 2014.

3.             To appoint a Director in place of Mr. Aditya Puri (DIN: 00052534), who retires by rotation and is eligible for re-appointment.

4.             To appoint Auditors and to fix their remuneration.

As Special Business:

                To consider and if thought fit, to pass with or without modification(s) the following resolutions:-

As Ordinary Resolution:

5.             To re-appoint Mr. Manmohan Singh (DIN: 00412829) as an Independent Director :

“RESOLVED that pursuant to Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Manmohan Singh (DIN: 00412829), Director of the Company who retires by rotation at Annual General Meeting, be and is hereby appointed as an Independent Director of the Company to hold office for a term of two  years upto March 31, 2016.”

6.             To appoint Mr. Vinod K. Nagpal (DIN: 00147777) as an Independent Director:

“RESOLVED that pursuant to Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Vinod K. Nagpal (DIN: 00147777), Director of the Company whose period of office is liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of two  years upto March 31, 2016.”

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7.             To appoint Mr. D.D. Sharma (DIN: 00269699) as an Independent Director :

“RESOLVED that pursuant to Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. D.D. Sharma (DIN: 00269699), Director of the Company whose period of office is liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of two  years upto March 31, 2016.”

As Special Resolution:

8.             Payment of Remuneration by way of Commission to Non Executive Directors of the Company:

 “RESOLVED AS SPECIAL RESOLUTION THAT pursuant to Section 197 and other applicable provisions of the Companies Act, 2013, the non-executive Directors shall, with effect from April 01, 2014, be collectively paid commission at the rate of 1% of the net profits of the Company computed in the manner referred to in Section 198 of the Companies Act, 2013, which shall be shared by each such Director equally;

Provided that if any such Director has held that office for a shorter period in any relevant year, he shall be paid share proportionately for that period;

Provided further that if in any relevant financial year, the amount of such commission exceeds Rs. 5,000/- per annum for each such Director, then each such Director shall be paid Rs. 5,000/- per annum instead of the amount determined on the basis of 1% of the net profits;

Provided further that if the amount available as Directors’ remuneration in accordance with the provisions of Section 198 of the Companies Act, 2013, is smaller than any of the amounts mentioned heretofore, then such Directors shall be entitled to that lesser amount to be shared on the above stipulated basis.”

        By Order of the Board of Directors

                                                                                                      For The Yamuna Syndicate Limited

 sd/-       

Place :    Yamunanagar- 135 001, Haryana                                                                                     (Ashish Kumar)

Dated :   July 08, 2014                                                                                                                        Company Secretary

NOTES:

1.                   Proxy:

A member entitled to attend and vote is entitled to appoint a proxy to attend and vote in his/ her stead and a

proxy need not be a member of the Company. Proxy, in order to be effective, must be received by the Company not less than 48 hours before the scheduled time of the meeting. A blank proxy form is annexed to the Annual Report.

2.                   Corporate shareholders and other incorporated bodies shareholders inter alia Trust, HUF, etc. intending to send their authorised representative to attend the meeting are requested to bring along with them, a certified true copy of resolution of the board of directors or committee thereof/power of attorney, authorizing such person to attend and vote on its behalf at the meeting.

3.                   The members/proxies/authorized representatives are advised to bring original photo identity for verification, if required.

4.         Reports for financial year ended March 31, 2014:

Copy of the relevant Directors’ Report, Auditors’ Report and the Financial Statements are enclosed.

­­               

5.                   Book Closure:

The Register of Members and Share Transfer Books of the Company will remain closed from July 28, 2014 to August 04, 2014 (both days inclusive).

6.                   Payment of Dividend :

Dividend on Equity Shares for the year ended March 31, 2014 will be paid after declaration in the meeting, to those Members whose name appear on the Register of Members on August 04, 2014, after giving effect to all valid share transfers lodged with the Company on or before July 28, 2014.

7.                   Members are requested to intimate change, if any, in their address, to the Company at its Registered Office.

8.                   Members are requested to send their Preference Shares Certificates for redemption, if not sent earlier.

9.                   Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Rules made thereunder, Shareholders are entitled to make nomination in respect of shares held by them, Shareholders desirous of making nominations are requested to send their request in Form SH-13.

10.                The Members, who have not yet lodged their claim for amounts of Dividend lying unpaid/unclaimed with the Company, are hereby requested to lodge the same immediately with the Company.

11.           Members may also note that the Notice of the 60th Annual General Meeting and the Reports for the financial year ended March 31, 2014 is also available on the Company’s website www.yamunasyndicate.com.

12.          Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed.

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13.          Pursuant to Clause 49(IV) of the Listing Agreement relating to the Code of Corporate Governance, the particulars of the Directors seeking appointment and re-appointment at the Annual General Meeting are given hereunder :-

  For The Yamuna Syndicate Limited

 sd/-       

Place :    Yamunanagar- 135 001, Haryana                                                                                     (Ashish Kumar)

Dated :   July 08, 2014                                                                                                                        Company Secretary

ANNEXURE TO THE NOTICE DATED JULY 08, 2014

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.  5

Mr. Manmohan Singh retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of section 255 and 256 of the Companies Act, 1956. Mr. Manmohan Singh  is on the Board of Directors of the Company as a Non-Executive Independent Director since November 12, 1987.

With the notification of Section 149 and other applicable provisions of the Companies Act, 2013 (the Act), Mr. Manmohan Singh, being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for a term of 2 (two) years upto March 31, 2016.

In the opinion of the Board, Mr. Manmohan Singh fulfils the conditions specified in the Act and rules made thereunder for his re-appointment as an Independent Director of the Company and is independent of the management.

The terms and conditions of appointment of independent director shall be open to inspection at the registered office of the company by members during normal business hours.

The Board of Directors of your Company recommends the resolution in relation to re-appointment of Mr. Manmohan Singh as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Manmohan Singh, no other Director / Key Managerial Personnel of the Company / their relatives are interested in the resolution.

Item No.  6

Mr. Vinod K. Nagpal is on the Board of Directors of the Company as a Non-Executive Independent Director since February 15, 1992 and his period of office is liable to determination by retirement of directors by rotation in terms of the erstwhile provisions of the Companies Act, 1956.

With the notification of Section 149 and other applicable provisions of the Companies Act, 2013 (the Act), Mr. Vinod

K. Nagpal, being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for a term of 2 (two) years upto March 31, 2016. A notice proposing his candidature under Section 160 of the Act, has been received from a member of the Company.

In the opinion of the Board, Mr. Vinod K. Nagpal fulfils the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management.

The terms and conditions of appointment of independent director shall be open to inspection at the registered office of the company by members during normal business hours.

The Board of Directors of your Company recommends the resolution in relation to appointment of Mr. Vinod K. Nagpal as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Vinod K. Nagpal, no other Director / Key Managerial Personnel of the Company / their relatives are interested in the resolution.

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Item No.  7

Mr. D.D. Sharma is on the Board of Directors of the Company as a Non-Executive Independent Director since March 30, 1998 and his period of office is liable to determination by retirement of directors by rotation in terms of the erstwhile provisions of the Companies Act, 1956.

With the notification of Section 149 and other applicable provisions of the Companies Act, 2013 (the Act), Mr. D.D. Sharma, being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for a term of 2 (two) years upto March 31, 2016. A notice proposing his candidature under Section 160 of the Act, has been received from a member of the Company.

In the opinion of the Board, Mr. D.D. Sharma fulfils the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management.

The terms and conditions of appointment of independent director shall be open to inspection at the registered office of the company by members during normal business hours.

The Board of Directors of your Company recommends the resolution in relation to appointment of Mr. D.D. Sharma as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. D.D. Sharma, no other Director / Key Managerial Personnel of the Company / their relatives are interested in the resolution.

Item No.  8

Shareholders in Annual General Meeting held on September 19, 2009, approved payment of commission not exceeding Rs. 5000/- p.a. to each of the non-executive Directors. The approval was valid upto March 31, 2014.

All the Directors are interested in the resolution to the extent of commission sought to be paid.

        By Order of the Board of Directors

                                                                                                      For The Yamuna Syndicate Limited

 sd/-       

Place :    Yamunanagar- 135 001, Haryana                                                                                     (Ashish Kumar)

Dated :   July 08, 2014                                                                                                                        Company Secretary

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Form No. MGT-11

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies (Management and Administration) Rules, 2014)

CIN  :                                       L24101HR1954PLC001837

Name of the Company:           The Yamuna Syndicate Limited

Registered office:                    Radaur Road, Yamunanagar, Haryana

I/We, being the member(s) holding ..........................................shares of the above named Company, hereby appoint

1.             Name :.............................................................

Address:....................................................................................................................

E.mail ID:........................................................Signature:........................................... or failing him

2.                    Name :.............................................................

Address:....................................................................................................................

E.mail ID:........................................................Signature:........................................... or failing him

3.                    Name :.............................................................

Address:...................................................................................................................

E.mail ID:..........................................................Signature:............................................... as my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the 60th  Annual General Meeting of the Company, to be held on the 04th August, 2014  at 12.30 P.M. at Yamunanagar and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business

1.        Adoption of financial statements of the Company for the financial year ended March 31, 2014. (Ordinary Resolution).

2.        Declaration of Dividend on Equity Shares for the year ended March 31, 2014. (Ordinary Resolution).

3.        Re-appointment of Mr. Aditya Puri, retiring by rotation and being eligible, offering himself for re- appointment. (Ordinary Resolution).

4.        Appointment of Statutory Auditors of the Company till the conclusion of the next Annual General Meeting. (Ordinary Resolution).

Special Business

5.     Re-appointment of Mr. Manmohan Singh as an Independent Director in terms of the Companies Act, 2013. (Ordinary Resolution).

6.     Appointment of Mr. Vinod K. Nagpal, as an Independent Director in terms of the Companies Act, 2013. (Ordinary Resolution).

7.     Appointment of Mr. D.D. Sharma, as an Independent Director in terms of the Companies Act, 2013. (Ordinary Resolution).

8.     Payment of remuneration to Directors under the Companies Act, 2013 (Special Resolution).

Signed this.............day of ..................................2014

Signature of shareholder ..............................................     Signature of Proxy holder(s) ..............................................

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, notless than 48 hours before the commencement of the meeting.                                                                                              

THE YAMUNA SYNDICATE LIMITEDDIRECTORS' REPORT

            The Directors hereby present their 60th Annual Report together with the audited accounts for the year ended 31st March, 2014 :-

1      FINANCIAL RESULTS :

2.     OPERATIONS :

The trading business of all products except Tractors was satisfactory.                           

During the year, your Company has taken up the Tractor dealership of M/s. New Holland Fiat (India) Pvt. Ltd. in place of M/s. Escorts Ltd.

M/s. New Holland allotted to the Company the areas of district Yamunanagar, Tehsil Pehowa of Kurukshetra district, Tehsil Indri of Karnal district and Tehsil Cheeka of Kaithal district in Haryana state with effect from October, 2013 and Ludhiana (East), Payal, Khanna and Samrala Tehsils of Ludhiana district area in Punjab State with effect from November 2013.

Since New Holland brand of tractor is new in the area, it is likely to take some time to establish the same and all efforts are being made in this direction. Progress so far has been satisfactory.

3.     INVESTMENT :

During the year, the Company made net investment of Rs. 25.19 lacs in purchase of 2,996 Equity Shares of M/s. Isgec Heavy Engineering Limited. It sold 5429 Equity Shares and purchased 8425 Equity Shares.

4.     DIVIDEND :                                                                                                                      

The Directors are pleased to recommend a dividend of Rs. 20/- per share.

5.   DIRECTORS :

Mr. Aditya Puri, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

        The Board of Directors has recommended to the General Meeting for appointment of Mr. Manmohan Singh, Mr. Vinod K. Nagpal and Mr. D.D. Sharma as Independent Directors for a term of two years upto 31st March, 2016.

cont..2

6.     AUDITORS :

M/s. K.C. Malhotra & Company, Chartered Accountants, New Delhi, Auditors of the Company, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

7.     PARTICULARS OF DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:                

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished since the Company is engaged in trading activity only.

        There is no foreign exchange earnings and outgo.

8.     PARTICULARS OF EMPLOYEES :      

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 and hence no information is required to be appended in this regard.

9.   FIXED DEPOSITS :     

The amount of deposit with the Company, as at 31st March, 2014, was well within the limits prescribed under the provisions of the Companies Act. 6 (Six) depositors of the Company had, as on 31st March, 2014, not claimed their deposits on or from the due dates for repayment. The amount involved was Rs. 1.09 lacs.

10.  DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
 COMPANIES ACT, 1956 :      

        The Statement is annexed hereto.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Management Discussion & Analysis Report is annexed hereto.

12.  CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT :        

Report on Corporate Governance is annexed hereto.

13.  SECRETARIAL AUDIT:

        In accordance with Section 383A of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2002 your company is required to obtain a Secretarial Compliance Certificate from a Company Secretary in whole time practice.  Accordingly, a Compliance Certificate is annexed hereto.

14.  ACKNOWLEDGEMENTS :

        Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory Authorities, Stock Exchange and the Shareholders for their continued co-operation and support to the Company.

        With these remarks, we present the Accounts for the year ended 31st March, 2014.

                                                                                                                                                    By Order of the Board

    Dated :  19.05.2014                                                                                                                 

                Place :   Noida (U.P.)                                                                                                            

                                                                                                                                                                  (Aditya Puri)     (D.D. Sharma)

                                                                                                                                                                    Director                 Director                                

2

ANNEXURE TO DIRECTORS’ REPORT

Directors’ Responsibility Statement under Section 217 (2AA) of the Companies Act, 1956

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 (‘the Act’) and based on the representations received from the operating management, your Directors hereby confirm that :-

1.   in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures,        

2.   they have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year,

3.   they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.  They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

4.   they have prepared the Annual Accounts on  going concern basis.

Management Discussion & Analysis

1.     In the middle of last year, we gave up our Dealership of Escort Tractors and switched to new Holland Brand.  The market perception of these tractors is that they are low on maintenance, have good aesthetic and low fuel consumption.  These Tractors are new to the area allotted to us (as mentioned in Para 2 “Operations” of the Director’s Report).  We are trying to create a market for these tractors by having extensive road shows, customer and mechanic meets and participating in Tractor fairs.  We hope that within the coming year, the sale of Tractors will give us increased turnover and profitability.

 At this point in time, the general perception is that the economy will show an upswing, which helps all our other businesses would, also show better sales and profits.

  Efforts are also on to improve efficiency in our operations.

Better Financial Results to enhance the sales depends on the normal monsoon season.

2.  CAUTIONARY STATEMENT:

The statement may be “forward looking statement” within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied depending upon economic conditions, government policies, regulations, environmental laws, tax regimes and other factors.

3

Report on Corporate Governance

(Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchange)

1.         A brief statement on company’s philosophy on code of governance:

Clause 49 of the Listing Agreement with Stock Exchange set the benchmark compliance rules for a listed company and the baseline for governance standards. The Company adheres to the prescribed corporate practices as per Clause 49. It also follows transparency in business dealings, timely disclosures, effective internal and external communications.

2.         Board of Directors:

i.        Composition and size of the Board:

            The present strength of the Board is Five Directors. The Board comprises of two Non-Executive Directors (one of them is Chairman) and three Non-Executive Independent Directors.

ii.   Attendance of each Director at the Board Meetings and at the last Annual General Meeting, and

iii.  Number of other Boards or Board Committees in which he is a Member or Chairman:

iv.  Number of Board Meetings held, dates on which held :

During the year, four Board Meetings were held as under :-

27th May, 2013

12th August, 2013

14th November, 2013

07th February, 2014

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3.         Audit Committee :

i.    Brief description of terms of reference:

The Audit Committee was constituted in accordance with the code of Corporate Governance and the terms of reference of the Audit Committee are as per the guidelines set out in clause no. 49 of the listing agreement with the Delhi Stock Exchange where the shares of the Company are listed, which briefly are :-

- To discuss with Auditors (a) Internal Control System and suggest modification, and (b) scope of audit including observations of audit;

- To review Quarterly, Half Yearly and Annual Financial statements;

- To ensure compliance of Internal Controls;

- To discuss with Internal Auditors (a) Periodical Reports (b) Scope of internal audit.

.

ii.   Composition, Name of Members and Chairman:

Mr. Rajiv Mago was the Secretary of the Audit Committee during the year.

iii.  Meeting and attendance during the year:

During the year, four meetings of the Audit Committee were held on 27th May, 2013, 09th August, 2013, 14th November, 2013 and 07th February, 2014. Detail of attendance by each Member is given in the above table.

4.                  Remuneration Committee :

The Board has not constituted a Remuneration Committee as it was not mandatory.

5.         Shareholders/Investors Grievance Committee :

i.    Composition, Name of Members and Chairman:

ii.   Name and designation of Compliance Officer:

Mr. Rajiv Mago was the Compliance Officer during the year.

iii.  Number of Shareholders’ Complaints received :

Nil

iv.  Number of Complaints not solved to the satisfaction of Shareholders :

Nil

v.   Number of pending Complaints  :

Nil

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6.         General Body Meetings :

i.    Location and time of last three Annual General Meetings (AGM) held:

ii.   Whether any Special Resolution passed in the previous three AGM:

Yes, Special Resolution regarding acquisition of further securities under section 372A of the Companies Act, 1956 was passed in the AGM held on 30th July, 2011.

iii.  Whether any Special Resolution passed last year through postal ballot-details of voting pattern:

No.

iv.  Person who conducted the postal ballot exercise:

Not applicable.

v.   Whether any Special Resolution is proposed to be conducted through postal ballot:

No.

vi.  Procedure for Postal Ballot:

Not applicable.

7.         Disclosures :

i.    Disclosures on materially significant related party transactions that may have potential conflict with the interest of the Company at large :

­­­­­

Nil.

ii.   Details of non-compliance by the Company, penalties, strictures imposed on the Company by Delhi Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years :

None.

iii.  Code of Conduct for Directors and Senior Executives :

The Company has laid down a Code of Conduct for all Board Members and Senior Executives of the Company. The Code of Conduct is available on the Company’s website www.yamunasyndicate.com. Mr. R.N. Wakhloo, Chief Executive has given a declaration that all the Directors and concerned Executives have affirmed compliance with the Code of Conduct.

Cont..4..

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iv.  CEO/CFO certification :

A certificate, duly signed by the Chief Executive and Manager (Accounts) & Company Secretary relating to financial statements, internal controls and internal control system for financial reporting as per the format provided in Clause 49(V) of the Listing Agreement, was placed before the Board, who took the same on record.

v.   Details of compliance with mandatory requirements and adoption of non-mandatory requirements of this clause :

Complied with all mandatory requirements as detailed above. Company has not adopted non-mandatory requirements.

8.         Means of Communication :

i.    Quarterly results :

Yes, Published in Newspapers.

ii.   Newspapers wherein results normally published :

(a)    Business Standard or Financial Express (English)

(b)   Business Standard or Jansatta (Hindi).

iii.  Any website, where displayed :

On Company’s website : www.yamunasyndicate.com

iv.  Whether it also displays official news release :

There was no official news release.

v.   The presentations made to institutional investors or the analysts :

No presentation was made to institutional investors or the analysts.

9.         Shareholding of Non-executive Independent Directors :

Cont..5..

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10.       General Shareholder information :

i.    Annual General Meeting date, time and venue :

Annual General Meeting will be held on 4th August, 2014 at 12:30 P.M. at the Office premises of Saraswati Sugar Mills Limited, Radaur Road, Yamuna Nagar-135001 (Haryana)

ii.   Financial Year :

1st April to 31st March.

iii.  Dates of Book Closure  :

28th July, 2014 to 4th August, 2014 (both days inclusive)

iv.  Dividend Payment date :

      By 18th August, 2014

v.   Listing on Stock Exchange :

Listed on Delhi Stock Exchange (DSE).

vi.  Scrip Code :

Delhi Stock Exchange has allotted Scrip Code as 25002

vii. Stock Market Price Data :

As there was no trading in DSE, quotations were not available for the year ended on 31st March, 2014.

viii.      Share Transfer System :

There is an in-house arrangement for transfer of Shares under the responsibility of Company Secretary. The Share transfers are attended, registered and returned within 30 days from the date of receipt, if the documents are in order in all respects.

Cont..6..

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ix.  Distribution of shareholding :

The Distribution of shareholding as on 31st March, 2014 is :

Shareholding pattern as on 31st March, 2014 :

Category                                       No. of Shareholders  No. of shares held   Percentage

Promoters                                            4                               154984                 73.23

FIIs, Banks & Mutual Funds               2                                     47                     0.02

Others                                              233                               56617                  26.75

x.   Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity :

There is no outstanding GDRs/ADRs/Warrants or any Convertible Instruments and therefore there is no impact on equity.

xi.  Compliance under Listing Agreement :

Company is regularly complying with the provisions of the Listing Agreement. Information, certificates and returns as required under Listing Agreement are sent to the Stock Exchange within the prescribled time.

  xii.  Information on deviation from Accounting Standards, if any :

There has been no deviation from the Accounting Standards in preparation of Annual Accounts for the financial year ended 31st March, 2014.

  xiii. Address for correspondence :

Registered Office :  Radaur Road, Yamunanagar -135 001 Haryana.

                                  Tel: 01732-255479/75 Fax 01732-251802

                                 E-mail : yslynr@isgec.com

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xivDetails of the Directors seeking appointment/reappointment in Annual General Meeting to be held on 4th August, 2014 (In pursuance of Clause 49 of the Listing Agreement) :

Annual Declaration by Chief Executive pursuant to Clause 49(1) (D) (ii) of the Listing Agreement

As required under Clause 49(1)(D)(ii) of the Listing Agreement with the Stock Exchange, I declare that all Board Members and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct and Ethics for the year ended 31st March, 2014.

FINANCIAL RESULTS : The financial results of the Company are given below : (Rupees in lacs) ­­ Year ended 31.03.2014Year ended 31.03.2013 Profit including Dividend for the year 137.78 153.49 Less : Tax Expense* 0.27 (3.89) Profit after Tax 137.51 157.38 Less : -Dividend including Tax49.52 49.52 -Transfer to General Reserve14.0063.5216.0065.52 Balance carried to Profit & Loss A/c 73.99 91.86 *No provision for taxation is required as there is no taxable income. 2. OPERATIONS : The trading business of all products except Tractors was satisfactory. During the year, your Company has taken up the Tractor dealership of M/s. New Holland Fiat (India) Pvt. Ltd. in place of M/s. Escorts Ltd. M/s. New Holland allotted to the Company the areas of district Yamunanagar, Tehsil Pehowa of Kurukshetra district, Tehsil Indri of Karnal district and Tehsil Cheeka of Kaithal district in Haryana state with effect from October, 2013 and Ludhiana (East), Payal, Khanna and Samrala Tehsils of Ludhiana district area in Punjab State with effect from November 2013. Since New Holland brand of tractor is new in the area, it is likely to take some time to establish the same and all efforts are being made in this direction. Progress so far has been satisfactory.

The Directors are pleased to recommend a dividend of Rs. 20/- per share.

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished since the Company is engaged in trading activity only.

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished since the Company is engaged in trading activity only.

Management Discussion & Analysis

1.     In the middle of last year, we gave up our Dealership of Escort Tractors and switched to new Holland Brand.  The market perception of these tractors is that they are low on maintenance, have good aesthetic and low fuel consumption.  These Tractors are new to the area allotted to us (as mentioned in Para 2 “Operations” of the Director’s Report).  We are trying to create a market for these tractors by having extensive road shows, customer and mechanic meets and participating in Tractor fairs.  We hope that within the coming year, the sale of Tractors will give us increased turnover and profitability.

 At this point in time, the general perception is that the economy will show an upswing, which helps all our other businesses would, also show better sales and profits.

  Efforts are also on to improve efficiency in our operations.

Better Financial Results to enhance the sales depends on the normal monsoon season.

2.  CAUTIONARY STATEMENT:

 The statement may be “forward looking statement” within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied depending upon economic conditions, government policies, regulations, environmental laws, tax regimes and other factors

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 and hence no information is required to be appended in this regard.

Directors’ Responsibility Statement under Section 217 (2AA) of the Companies Act, 1956 Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 (‘the Act’) and based on the representations received from the operating management, your Directors hereby confirm that :- 1. in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures, 2. they have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year, 3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, 4. they have prepared the Annual Accounts on going concern basis.

R.K.BHALLA Practising Company Secretary 90, Model Colony, Yamuna Nagar (Haryana)-135001 E-mail:- rkbhallacs@yahoo.com. Mobile:-98132-76611 SECRETIARL COMPLIANCE CERTIFICATE CIN of the Company: L24101HR1954PLC001837 Authorised Share Capital: ` 3,00,00,000 Paid up Share Capital: ` 2,11,64,800 To, The Members, The Yamuna Syndicate Limited Yamuna Nagar –135 001 (Haryana) We have examined the registers, records, books and papers of The Yamuna Syndicate Limited as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also provisions contained in the Memorandum & Articles of Association of the company for the financial year ended on 31st March, 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and rules made there under. 3. The Company, being a public limited company, provisions relating to limitation of members and invitation of public subscription does not apply. 4. The Board of Directors duly met 4 (Four) times on 27th May, 2013, 12th August, 2013, 14th November, 2013 and 07th February, 2014 in respect of which meetings proper notices were given and proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. The Company has closed its Register of Members from 5th August, 2013 to 12th August, 2013 (both days inclusive) and necessary compliance of section 154 of the Act has been made. 6. The Annual General Meeting for the financial year ended on 31st March, 2013 was held on 12th August, 2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No Extra Ordinary General Meeting was held during the financial year. 8. The Company has not advanced any loans to its Directors or persons or firms or companies referred to under Section 295 of the Act. 9. The Company has duly complied with the provisions of section 297 of the Act in respect of contracts specified in that section. 10. The Company has made necessary entries in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members or Central Government. 12. The Company has issued duplicate Share certificates (wherever required) after completing the necessary formalities during the financial year. 13. The Company has: i) Delivered all the certificates on lodgment thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act. ii) Deposited the amount of dividend in a separate Bank Account within specified time limit. iii) Remitted dividend cheques to its members within 30 days from the date of declaration. iv) Transferred an amount of Rs. 69,420/- to Investors Education and Protection fund against unpaid dividend for the year 2005-06. v) Duly complied with the requirements of section 217 of the Act as applicable to it. 14. The Board of Directors of the company is duly constituted. There was no appointment of directors, additional directors, alternate directors and director to fill casual vacancies during the financial year. 15. The company has not appointed any Managing Director; whole time Director, Manager during the financial year. 16. The company has not appointed any Sole Selling Agent during the financial year. 17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and rules made there under. 19. The Company has not issued any Shares/debentures/other securities during the financial year. 20. The Company has not bought back any Shares during the financial year. 21. There was no redemption of preference shares or debentures during the financial year under review. 22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights Shares and bonus Shares pending registration of transfer of Shares. 23. The Company has complied with the provisions of Section 58A and 58AA read with Companies (Acceptance of Deposits) Rules, 1975 and the applicable directions issued by the Reserve Bank of India in respect of Deposits raised by the company during the year and the company has filed the copy of Advertisement with Registrar of Companies. The company has also filed return of deposit with Registrar of Companies / Reserve Bank of India. 24. The amount borrowed by the Company from Banks and others during the Financial Year ended on 31st March 2014 is within the borrowing limits of the company. 25. The Company has made investments with other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose. 26. The company has not altered the provisions of the memorandum with respect to situation of the company’s registered office from one State to another during the year under scrutiny. 27. The company has not altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny. 28. The company has not altered the provisions of the memorandum with respect to name of the company during the year under review 29. The company has not altered the provisions of the memorandum with respect to Share capital of the company during the year under scrutiny. 30. The company has not altered its article of association during the financial year. 31. There were no prosecutions initiated against or Show cause notices received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for offences under the Act. 32. The company has received security from its employees during the year under certification and the same has been deposited as per provisions of Section 417(1) of the Act.. 33. The company has deposited both employee’s and employer’s contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act,. Place: Yamuna Nagar Sd/- Date: (Rajinder Kumar Bhalla) Practising Company Secretary: C P No.: 7360 ANNEXURE –‘A’ STATUTORY REGISTERS MAINTAINED BY THE YAMUNA SYNDICATE LIMITED 1. Register of Charges under Section 143. 2. Register of Members under Section 150. 3. Copies of Returns under Section 163. 4. Minutes Books of Meetings of Directors & Members. 5. Books of Accounts under section 209. 6. Register of Particulars of contracts in which Directors are interested under Section 301. 7. Register of Directors, Managing Director, Manager and Secretary under Section 303. 8. Register of Investments or Loans made, Guarantee given or Security Provided under Section 372A. 9 Register of Fixed Deposit under Section 58A and Companies (Acceptance of Deposits) Rules, 1975 10. Register of Transfers. ANNEXURE –‘B’ Forms and Returns as filed by The Yamuna Syndicate Limited with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March, 2014. Sr. No.Form No./ReturnFiled Under SectionForDate of Filing with Challan No.Whether Filed within Prescribed Time Yes/NoIf Delay in Filing whether Requisite Additional Fee Paid Yes/No 1Form No. 23AC & 23ACA (XBRL)Section 220Balance Sheet as on 31st March, 2013 and Profit and Loss Account as on that date.Q11015369 dated 11/09/2013YESNO 2Form No. 20B Section 159Annual Return made up to 12/08/2013 (AGM)Q11257383 dated 16/09/2013YESNO 3Form No. 66Section 383ACompliance Certificate as on 31st March, 2013Q10406601 dated 26/08/2013Yes No 3Form No. 1INVSection205C and Rule 3 of the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001Statement of amount credited to Investors Education & Protection FundB88243829dated 01/11/2013YESNO 4Form No. 5INVSection 205C and Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules,2012Statement of unclaimed and unpaid amounts S22643860 dated 30/09/2013YESNO 5Form No 62Section58A and Rule 10 of Companies (Acceptance of Deposits) Rules, 1975Return of Fixed DepositsB77154631 dated 15/06/2013YESNO 6Form No 62Section58A and Rule 4 of Companies (Acceptance of Deposits) Rules, 1975Text s of Advertisement for Fixed DepositsB81663437 dated 13/08/2013YESNO Respected Sir, For acceptance of unsecured deposits in case of YSL, we have to take following actions :- 1. A resolution in ensuing general meeting under section 73 (2) of the Companies Act, 2013 will be passed. 2. Thereafter, a cirular in form DPT-1 shall be approved and signed by majority of directors in its meeting and the same will be filed with Registrar of companies. 3. Circular shall be issued to all Members (shareholders) of the Company after 30 days of filing with Registrar of Companies. 4. We have to obtain Depoist Insurance on or before 31st March, 2015. 5. During April 2015, we shall have to deposit 15% of maturing deposit during 2015-16 and during 2016-17 with schedule bank in a separate bank account. 5. Limit of deposit in case of YSL shall be 25% of Paid up Capital and free reserves i.e. Rs. 7.36 crore from members only. Company Secretary Yamuna Syndicate Ltd.