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AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited)

20TH

ANNUAL REPORT

2012 - 13

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Board of Directors

Mr. Dilip Kumar Das Mr. Hari Shankar Prasad Chanau Mr. Shiw Prakash Rajbhar

Statutory Auditors

Gupta Saharia & Co. Chartered Accountant, Mumbai

Bankers

AXIS Bank Limited

Share Transfer Agent:

Sharepro Services (India) Pvt. Ltd. 13 AB Samhita Warehousing Complex, II Floor, Sakinaka Telephone Exch. Lane, Off Andheri Kurla Road, Sakinaka, Andheri [E], Mumbai – 400 072

Registered Office: 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi – 421302

AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012 - 13

NOTICE Notice is hereby given that the Twentieth Annual General Meeting of the members of AZURE AZURE EXIM SERVICES LIMITED will be held at 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi – 421302, Maharashtra on Monday 30th September, 2013 at 11.00 A.M. to transact the following Businesses: Ordinary Business:

1. To Consider and adopt the audited Balance Sheet as at March 31, 2013, the Profit and Loss Account for the year ended on that date and the reports of the Directors and Auditors thereon.

2. To appoint a director in place of Mr. Dilip Kumar Das, who retires by rotation and

being eligible offers himself for re-appointment.

3. To appoint Statutory Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai (Firm Reg. no. 103446W), be and are hereby appointed as the statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at a remuneration as may be decided by the Board of Directors”.

By Order of the Board of Directors For Azure Exim Services Limited

Sd/- Place : Mumbai Shiw Prakash Rajbhar Date : 14th August, 2013 Director


NOTES:

I. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or

proxies to attend and vote instead of himself and proxy need not be a member of the company. Proxies in order to be effective must be received at the registered office of the company not less than 48 hours before the commencement of the meeting.

II. Corporate Members intending to send their authorized representatives to attend the

Meeting are requested to send a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

III. The Transfer Register and the Register of Members shall remain closed from Thursday,

26th September, 2013 to Monday, 30th September, 2013 (both days inclusive).

IV. Members are requested to intimate changes, if any, immediately to the Company’s Registrar and Transfer Agents, Sharepro Services (India) Pvt. Ltd, in their registered address, in case of shares held in physical form and to the respective Depository Participants in case of shares held in electronic mode.

V. All documents referred to in the notice are open for inspection at the registered

office of the companies during office hours.

VI. As a measure to save the cost, copies, of the annual report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copies of the annual report to the meeting.

VII. Members desirous of obtaining any information concerning the accounts and

operations of the company are requested to send their queries at least seven days before the date of the Meeting of the company so that the information required may be made available at the meeting

VIII. Members are requested to bring the Attendance Slip sent herewith duly filled for

attending the Meeting.


Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting (Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchanges)

Name of the Director Mr. Dilip Kumar Das Director Identification Number 03594093 Date of Birth 07 - 07 - 1959 Nationality Indian Relationship with other Directors Interse Nil Date of Appointment 23 - 01 - 2012 No. of Equity Shares held in the Company Nil Directorship in other Indian Public Limited Companies as on 31.03.2013

Nil

Chairmanship / Membership of Committees in other Indian Public Limited Companies as on 31.03.2013

Nil


DIRECTORS’ REPORT TO MEMBERS

To the members of Azure Exim Services Limited (Formerly Known as Hindustan Continental Limited)

The Directors have the pleasure in presenting the Twentieth Annual Report on the business and

operation of the company together with the Audited Annual Accounts for the year ended 31st March

2013

1. PERFORMANCE OF THE COMPANY:

Your Company’s performance for the year 2012 - 13 is as summarized below:

(Rs. in Lakhs)

2012-13 2011-12

Total Income 30.67 193.10

Total Expenditure 29.08 213.50

Profit Before Tax 1.59 (20.39)

Provision for Tax 1.52 (5.02)

Profit / (Loss) After Tax 0.07 (25.41)

Add: Surplus brought forward from previous year 43.50 68.91

2. DIVIDEND:

To conserve the resources of the company your Directors does not recommend any dividend for the

year under consideration.

3. TRANSFER TO RESERVES:

The Company has transferred all its profit earned for the year to its Reserves and Surplus Account.

4. REVOCATION OF SUSPENSION:

BSE Limited (BSE), where the Company’s securities are listed, have restored the listing status, earlier

suspended due to penal reasons, and permitted trading in equity shares of the Company w.e.f. 11.07.2012.

Further, the Company’s securities were admitted into both the Depositories i. e. Central Depository

Services (India) Limited (CDSL) as well as National Securities Depository Limited (NSDL).

Consequently, the securities are now traded in both physical as well as dematerialized form.

5. PUBLIC DEPOSITS:

During 2012-13, your Company has not accepted any deposits from the public within the meaning

of Section 58A of the Companies Act, 1956.


6. DIRECTORS:

i). Composition of Board of Directors:

The Board comprises of three Directors, of which two are Independent Non- executive Directors.

ii) Retirement by Rotation:

In accordance with the requirements of Companies Act, 1956, and provisions of Articles of Association

of the Company, the Director Mr. Dilip Kumar Das retires by rotation and being eligible, offer himself for

re- appointment.

iii) Changes during the year:

During the year Mr. Vinod Jain resigned as Director of the Company with effect from 3

rd October

2012 and no other change has taken place in the Board.

7. AUDITOR’S REPORT

Observations made in the report are self explanatory and do not call for any further comments from

the Director under Section 217 (3) of the Companies Act, 1956.

8. AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the retiring auditors of the company, have been

appointed as Statutory Auditors from the conclusion of this Annual General Meeting till the

conclusion of the next Annual General Meeting of the company. M/s. Gupta Saharia & Company,

Chartered Accountants have confirmed their eligibility and willingness to act as auditors of the

Company.

9. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration which falls within the limits prescribed under section

217(2A) of the Companies Act, 1956

10. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE

OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES,

1988:

a) Conservation of Energy:

Energy conservation efforts in the Company are being pursued on a continuous basis. Close

monitoring of power consumption is maintained to minimize wastage and facilitate optimum

utilization of energy. Regular maintenance and repairs of all the equipment and machinery is

carried out to ensure optimum efficiency.


b) Foreign exchange earnings and outgo:

The Company has neither received any income nor incurred any expenditure in foreign

exchange.

11. CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements of Clause 49 of the Listing Agreement

regarding Corporate Governance. A report on the Corporate Governance practices, and the

Certificate on Compliance of mandatory requirements thereof are given as an annexure to this report.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

a) That in the preparation of the annual accounts for the financial year ended March 31, 2013, the

applicable accounting standards have been followed and that there are no material departures

from the same;

b) That they have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year and of the profit of the

Company for the period;

c) That 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 for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a ‘going concern’ basis

13. APPRECIATION & ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to all stakeholders and more

specifically, the employees at all levels for their hard work, dedication and commitment. The

enthusiasm and unstinting efforts of the employees have enabled the Company to achieve

remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers,

investors, bankers, Central and State Governments and other statutory authorities and other

associated with the Company.

By Order of the Board of Directors

For Azure Exim Services Limited

Sd/-

Place : Mumbai Shiw Prakash Rajbhar

Date : 30.05.2013 Director


REPORT ON CORPORATE GOVERNANCE

FOR THE FINANCIAL YEAR 2012-13

A report on Corporate Governance, pursuant to Clause 49 of the Listing Agreement, is as given

below:

1. COMPANY’S PHILOSOPHY ON THE CORPORATE GOVERNANCE The Company is committed to the adoption of best corporate governance practices which

ensures accountability of management and maximization of stakeholders value. We shall

strive to put in place process, system, control and governance structures for protecting and

furthering the interest of our stakeholders.

2. BOARD OF DIRECTORS a) Composition

The Composition and Categories of Directors is as follows:

Name Category

Mr. Shiw Prakash Rajbhar Executive and Professional

Mr. Dilip Kumar Das Non Executive and Independent Mr. Hari Shankar Prasad Chanau Non Executive and Independent Mr. Vinod Jain (Resigned w.e.f. 03.10.2012) Non Executive

b) Board Meetings During the year under review, the Board of Directors of the Company met Seven times and the

period between any of the two meetings did not exceed three months. The dates for the Board

Meeting held during the each quarter are as follows: 07.04.2012, 14.05.2012, 14.08.2012, 31.08.2012,

03.10.2012, 14.11.2012 and 14.2.2013.

As required under Annexure I A to Clause 49 of the Listing Agreement with the Stock

Exchanges, all the necessary information was placed before the Board from time to time.

3. ATTENDANCE, DIRECTORSHIP AND COMMITTEE MEMBERSHIP AS ON 31.03.2013

Sr.

No. Name of Director Category

No. of

Board

Meeting

Attended

Attendance

at the last

AGM

No. of

Directorship in

other Public

Companies

Companies

No. of Membership of

Committees in other

Public Companies

Member Chairman

01. Mr. Shiw Prakash Rajbhar Executive 7 Yes 2 Nil Nil

02. Mr. Dilip Kumar Das Non

Executive 7 Yes 2 1 Nil

03. Mr. Hari Shankar Prasad

Chanau

Non

Executive 7 Yes 2 Nil Nil

04. Mr. Vinod Jain (Resigned

on 3.10.2012) Non

Executive - No Nil Nil Nil


4. All the relevant information, as recommended by the Securities and Exchange Board of

India (SEBI)/Stock Exchanges, is promptly furnished to the Board from time to time in a

structured manner.

5. The Company has adopted a Code of Conduct for its Executive and Non Executive Directors

and all Non–Executive Directors have affirmed compliance with the said code. All the Senior

Management of the Company has affirmed compliance with the Code of Conduct. The Annual

Report of the Company contains a Certificate duly signed by the Executive Director in this

regard.

6. The details of Directors seeking appointment / re-appointment have been provided along with

the Notice of the Annual General Meeting.

7. The Company has a well defined risk management framework in place. The Risk Management

framework adopted by the Company is discussed in the Management Discussion and Analysis

chapter of this Annual Report. The Board assesses the risk and the procedures being followed by

the Company and steps taken by it to mitigate these risks.

8. BOARD COMMITTEES

Your Company has three major Board Level Committees: Audit Committee

Remuneration Committee

Shareholders/Investor Grievance Committee

a) AUDIT COMMITTEE:

The Audit Committee met Four Times on 14.05.2012, 14.08.2012, 14.11.2012 and 14.2.2013. The

composition of the committee and attendance during the year:

Name of Directors No. of Meetings held &

Attended

Mr. Dilip Kumar Das – Chairman 4

Mr. Shiw Prakash Rajbhar 4

Mr. Hari Shankar Prasad Chanau 4

All the members of the committee have financial knowledge within the meaning of the explanation

to Clause 49 (II) (A) of the Listing Agreement.

The terms of reference of the Audit Committee are in accordance with those specified in Clause

49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

b) REMUNERATION COMMITTEE:

The Remuneration Committee met once during the year. Remuneration committee was constituted to

recommend / review the remuneration package of the Managing / Executive Director(s). As required

under clause 49 of the Listing Agreement the Constitution of the Committee is as under:

Name of Directors No. of Meetings held & Attended

Mr. Dilip Kumar Das – Chairman 1

Mr. Shiw Prakash Rajbhar 1

Mr. Hari Shankar Prasad Chanau 1


Remuneration for Non-Executive Director:

No remuneration has been paid to Non- Executive Directors. Non- Executive Directors have not been

paid any sitting fees for attending Board and committee meetings.

DETAILS OF SHARES HELD:

The shares held by the Directors of the Company as on 31st March 2013 are given below:

Name of Director No. of Shares held (Rs.10/-)

Mr. Dilip Kumar Das - Chairman Nil

Mr. Shiw Prakash Rajbhar Nil

Mr. Hari Shankar Prasad Chanau Nil

c) SHAREHOLDERS/ INVESTOR’S GRIEVANCE COMMITTEE The investor’s grievance committee comprises:

Name of Directors

Mr. Dilip Kumar Das – Chairman

Mr. Shiw Prakash Rajbhar

Mr. Hari Shankar Prasad Chanau

The terms of reference of the Committee consist of: i) Monitoring the response to investor questions and grievances;

ii) Approving share transfers, transmissions, queries and grievances;

The shares of the Company are listed on the Stock Exchange, Mumbai. During the year under report

the Company did not receive any shareholder complaints as certified by the Share Transfer

Agent of the Company. There were no pending share transfers or complaints as on 31 March, 2013.

Name and Designation of Compliance Officer: Mr. Shiw Prakash Rajbhar (Director & Compliance

officer).

9. GENERAL BODY MEETINGS

The details of the Annual General Meetings held in the past three years and the special resolutions

passed there at are as follows:

Year Date & Venue Time No. of Special

Resolution

Resolution through

Postal Ballot

2009 - 10

September 30, 2010, A-01, Ground

Floor, Kalyan Bhavan, Plot No. 406,

Andheri (East), Mumbai 400 069.

11.00 am Nil Nil

2010-11

September 30, 2011, Shop No. 8,

Crystal Court, Near Powai Police

Station, Chandivali, Andheri (East),

Mumbai - 400 072

11.00am Nil Nil

2011-12

September 26, 2012, 461, Nandan

Arcade, Kap Kaneri, Opp. to SBI,

Ashok Nagar, Bhiwandi-421302

11.00 am Nil Nil


10. DISCLOSURES:

i. There were no materially significant related party transactions entered into by the

Company with its promoters, Directors or the Management, their relatives or

subsidiaries that may have potential conflict with the interest of the Company at large.

ii. The financial statements have been prepared in accordance with the accounting

standards and policies generally accepted in India.

iii. Due to non-compliance with the Listing agreement requirements BSE limited had

suspended the company. However, during the year all compliances were done and

Company has successfully revoked suspension from BSE Limited and Hence the

securities are now tradable.

iv. The Company has implemented the mandatory requirements of Corporate

Governance as set out in the Listing Agreement. In respect of compliance with

the non-mandatory requirements, the Company has constituted a Remuneration

Committee, the details whereof are given under the heading “Remuneration

Committee”. The quarterly and half yearly financial result are published in the

newspapers.

v. As required by Clause 49 of the Listing Agreement, a Certificate from Auditor

certifying the compliance by the Company with the provisions of Corporate

Governance of the Listing Agreement is given as at the beginning of this Report.

vi. The Company has Whistle Blower Policy (WBP) in line with Clause 7 of Annexure 1D

to Clause 49 of the Listing Agreement. The Company affirms that no employee has

been denied access to the Audit Committee.

11. MEANS OF COMMUNICATION:

i. The quarterly un-audited financial results are published in leading English and

Vernacular newspapers. The half yearly report is not sent separately to the Shareholders.

Annual Reports are sent to the shareholders at their registered address with the company.

The Results are displayed at the website of the company i.e. www.azureexim.com

ii. The Management Discussion and Analysis Report, in compliance with the requirements of

Clause 49 of the Listing Agreements is Annexed to the Directors’ Report and form part of

this Annual Report being sent to all the members of the Company. All matters pertaining to

industry structure and developments, opportunities and threats, outlook, risks and

concerns, internal control and systems, etc. are discussed in the above said report.


12. SHAREHOLDER’S INFORMATION:

Sr. No. Subject Details

1. AGM date, time and venue Date: Monday, 30 September, 2013

Time: 11.00 A.M.

Venue: 461, Nandan Arcade, Kap

Kaneri,

Opposite State Bank of India, Ashok

Nagar,

Bhiwandi – 421302, Maharashtra

2. Financial Year April 1, 2012 to March 31, 2013

3. Date of Book Closure Thursday, 26th September, 2012 to

Monday 30th September 2013, (both

days inclusive)

4. Listing on Stock Exchange(s) BSE Limited, Mumbai

5. Listing Fees The Annual listing fees for the year

2013-14 as prescribed has been paid

to the Bombay Stock Exchange

where the equity shares of the

company are listed.

6. Stock code BSE : 531783

ISIN No. INE837F01016

7. Registrar and Transfer Agent Sharepro Services (India) Pvt Ltd. 13 AB, Samhita Warehousing

Complex,2nd

Floor, Sakinaka

Telephone Exch. Lane, Off Andheri

Kurla Road, Sakinaka,Andheri [E],

Mumbai – 400 072.

b) MARKET PRICE DATA:

The monthly high / low market price of the shares during the year 2012-13 at the BSE Limited is

asunder:

Month BSE LIMITED (BSE)

High (in Rs. per share) Low (in Rs. per share)

April 2012 - -

May 2012 - -

June 2012 - -

July 2012 - -

August 2012 - -

September 2012 - -

October 2012 - -

November 2012 3.25 3.25

December 2012 - -

January 2013 - -

February 2013 3.75 3.41

March 2013 7.45 3.93


c) DISTRIBUTION OF SHAREHOLDING:

The distribution of shareholding as on 31st March, 2013 is given below:

Sr. No No of Equity Shares No. of

Shareholders

No. of Shares

(Rs.10/-)

% of Total

shares

1. Less than 500 24 3,866 0.043

2. 500 - 1000 6 5,658 0.063

3. 1001 - 2000 11 20,003 0.223

4. 2001 - 3000 15 40,880 0.456

5. 3001 - 4000 14 52,900 0.590

6. 4001 - 5000 13 63,718 0.711

7. 5001 - 10,000 36 2,71,175 3.027

8. 10,001 & Above 137 85,01,400 94.89

TOTAL 237 89,59,600 100.00

d) DEMATERIALISATION OF SHARES AND LIQUIDITY:

The Company’s shares are compulsorily traded in dematerialised form and are available for trading on

both the Depositories in India – National Securities Depository Ltd. (NSDL) and Central Depository

Services (India) Ltd. (CDSL).

Particulars of Shares Equity Shares of Rs.10 each

Number % of total

Dematerialised form

NSDL 43,86,763 48.96%

CDSL 27,67,287 30.88%

Sub Total 71,54,050 79.84%

Physical form 18,05,550 20.16%

Total 89,59,600 100.00%

e) ADDRESS FOR CORRESPONDENCE

Shareholders may correspond with the Registrar and Transfer Agent, at the address mentioned here

in above on all matters relating to transfer of shares and credit of shares in Demat Account.

Members may contact for all investor related matters at the registered office of the company at the

following address:

Azure Exim Services Limited 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India,

Ashok Nagar, Bhiwandi – 421302, Maharashtra

13. CORPORATE ETHICS

The Company adheres to the highest standards of business ethics, compliance with statutory and legal

requirements and commitment to transparency in business dealings. A Code of Conduct for Board

Members and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted

pursuant to clause 49 (D) of the Listing Agreement & the Securities & Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992 (as amended), respectively;


a. Code of Conduct for Board Members and Senior Management:

The Company has adopted the Code of Conduct for its Board members and Senior Management. The

Code highlights Corporate Governance as the cornerstone for sustained management performance, for

serving all the stakeholders and for instilling pride of association.

b. Declaration affirming compliance of Code of Conduct:

The Company has received confirmations from the Directors as well as Senior Management Executives

regarding compliance of the Code of Conduct during the year under review.

A declaration by Managing Director affirming compliance of Board members and senior management

personnel to the Code is also annexed herewith.

c. Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Code of Conduct for Prevention of Insider Trading for its Management

and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be

made by directors, top level executives and staff whilst dealing in shares. The Managing Director has

been appointed as the Compliance Officer and is responsible for adherence to the Code.

d. Compliance Certificate:

The Company has obtained a certificate from the Statutory Auditors regarding compliance of

conditions of corporate governance as stipulated in clause 49, which is annexed herewith.

14. DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT:

As provided under clause 49 of the listing agreement, the board members and senior management

personnel have affirmed compliance with the code of conduct for the year ended 31.03.2013.

By Order of the Board of Directors


Sd/-




Chief Executive Officer Certificate

I, Shiw Prakash Rajbhar, Director of the company, responsible for the finance function certify that:

1) I have reviewed the financial statements & cash flow statement for the year ended March 31,

2013 and to best of my knowledge and belief:

a. These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

b. 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.

2) To the best of our knowledge and belief, no transactions entered in to by the company

during the year ended March 31, 2013 are fraudulent, illegal or violating of the company’s

code of conduct.

3) I accept the responsibility for establishing and maintaining internal controls for financial

reporting and I have evaluated the effectiveness of internal control systems of the Company

pertaining to financial reporting. Deficiencies in the design or operation of such internal

controls, if any, of which I am aware, have been disclosed to the auditors and the Audit

Committee and the steps have been taken to rectify these deficiencies.

4) There have not been any significant change in internal control over financial reporting during

the year under reference;

There has not been any significant change in accounting policies during the year except as

laid down in Accounting Standards (AS) 15 (revised 2005) or employee benefits. Requiring

disclosers in the notes to the financial statements; and

I am not aware of any instances during the year of significant fraud with involvement therein of

the management or any employee having a significant role in Company’s internal control

system over financial reporting.


Sd/-




AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE

GOVERNANCE:

We have examined the compliance of the conditions of Corporate Governance by AZURE EXIM

SERVICES LIMITED for the year ended 31st March, 2013, as stipulated in Clause 49 of the Listing

Agreement of the said Company with the BSE Limited.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to the procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of 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 the Company has complied with the conditions of Corporate Governance as stipulated in the above

mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For: M/s Gupta Saharia & Co.

Chartered Accountants

Sd/-

(Suresh Saharia)

Partner Place: Mumbai Membership No.: 040180

Date: 30.05.2013


MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Latin America and Caribbean is a vast untapped market as the potential destinations for exports

from India. There is a huge opportunity available which is achievable due to the compatibility on

cultural front as well as the fact that Indian technology and Latin America natural and social capital

make a great fit. We are a group of professionals committed to helping companies that sell or buy

internationally or that want to start selling or buying internationally, to find its strategic partners across

the globe.

BUSINESS OVERVIEW:

At Azure Exim Services Limited, our team of expert consultants provide vital consultancy to our

customers in the field of import and export industry. Our customers get more value for money since

we also handle the customs brokering, documentation and inland clearance, offering hassle free

customs clearance services. Combining professional skills, innovative techniques and the resolution to

excel, we endeavor to achieve total customer satisfaction

OPPORTUNITIES AND THREATS:

The Company’s ability to foresee and manage business risks is crucial in achieving favorable results.

While management is positive about Company’s long term outlook, we are subject to few risks and

uncertainties as given below.

MANPOWER:

The timely availability of skilled and technical personnel is one of the key challenges. The Company

maintains healthy and motivating work environment through various measures. This will help the

Company to retain and recruit skilled work force resulting in the timely completion of the projects.

FINANCIAL AND OPERATING PERFORMANCE:

The total income of the Company for the year 2012-13 is Rs.30.68 as compared to Rs.193.10 lakhs in

2011-12 during the previous year. The Company has earned profit of Rs. 6,928 and had incurred loss of

Rs.25,41,102 during the previous year. The Company expects to earn increased revenues in the near

future.

RISKS, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control procedure commensurate with its size and nature of the

business. The internal control system is supplemented by extensive internal audits, regular reviews by

management and well-documented policies and guidelines to ensure reliability of financial and all other

records to prepare financial statements. The Company continuously upgrades these systems in line with

best accounting practices.


ABILITY TO HIRE, TRAIN AND RETAIN PEOPLE:

Human Resources are important asset of any business. Skilled and technical staff is required by us for our

project. We take up various projects based on availability of right mix of man power. Thus our growth is

likely to be affected by our ability to attract and retain skill and technical manpower. Our Ability to hire,

train and retain people will determine the ability of our company to achieve desired objectives.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company’s objectives,

projections, estimates, expectations may be “forward looking statements” within the meaning of

applicable securities, laws and regulations. Actual results could differ materially from those expressed or

implied. Important factors that could influence the Company’s operations include economic developments

within the country, demand and supply conditions in the industry, input prices, changes in Government

regulations, tax laws and other factors such as litigation and industrial relations.

AZURE EXIM SERVICES LIMITED

(Formerly known as Hindustan Continental Limited)

461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302

Attendance Slip

Name of the attending Member (In Block Letters): _____________________________________

Folio No : ________________________________________

Name of the Proxy : _______________________________________________

(To be filled in if the Proxy attends instead of the Member)

No. of Shares held : _____________________ (in words) ______________________________

I hereby record my presence at the 20th Annual General Meeting of the Company at 461, Nandan

Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302 on Monday, 30th

Day of September, 2013 at 11:00 AM and at any adjournment thereof.

____________________________

Member’s/Proxy’s Signature

(To be signed at the time of handing over this slip)

{NOTE: Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to

the meeting and hand over the same at the entrance after the same has been duly signed]



461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302

PROXY FORM

I/We .............................................................................. of......................................... being a

Member/Members of the above named Company, hereby appoint

..........................................................or failing him........................................................... as my / our

Proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the

Company, to be held on Monday, 30th September, 2013, at 11:00 a.m. and at any adjournment thereof.

Signed this .................. day of ...................... 2013.

Folio No: ________________ No. of Shares: _______________

DP ID: __________________ Signature __________________

N.B.: This proxy must be deposited at the Registered Office of the Company at 461, Nandan Arcade,

Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302 at least 48 hours before

the meeting.

Affix Re.

1.00

Revenue

Stamp

BOOK POST

If Undelivered Please Return to:



Registered Office: 416, Nandan Arcade, Kap Kaneri,

Opp. State Bank of India, Ashok Nagar, Bhiwandi - 421302

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