DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the Twenty Sixth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2015. DIVIDEND No dividend has been recommended for the year. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 The board does not proposed any amount to carry to any specific reserves. OPERATIONS as STATE OF COMPANY'S AFFAIRS During the year under review, your company had made a turnover of Rs.83.15 lakhs and resulting Net profit of Rs.11.21 lakhs as compared with the previous year as Rs.122.68 lakhs and Rs.3.13 lakhs respectively CHANGES IN NATURE OF BUSINESS There is no significant changes had been made in the nature of the company during the financial year MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT No significant material changes and commitments have occurred between the date of the balance sheet and the date of the audit report SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS There are no significant and material orders passed by Regulators/Court/Tribunals against the company. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired & economically used. FUTURE PLAN The Company is planning to start new business in highly potential market for which it has augmented efforts with core team. Subsidiaries / Joint Ventures There are no subsidiaries and Joint venture Companies. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION Energy conservation is being given top priority and the Company monitors the energy costs and reviews the consumption of energy on a regular basis. B. FOREIGN EXCHANGE EARNING AND OUTGO There was no foreign exchange expenses and income during the year. There is no employee who is withdrawing remuneration more than 60 Lacs per annum, more than 5 Lacs per month and more than remuneration of Managing Director or Whole Time Director • No of permanent employees on the rolls as on 31st March 2015 is 5. • The board confirms that the remunerations paid to the directors is as per the remuneration policy. 2. STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) And RULE 5 (3) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 C. Employed throughout the year and in receipt of remuneration in aggregate of not less than Rs. 60 Lakhs per annum ---- None ---- B. for part of the year and in receipt of remuneration of more than Rs. 5 Lakhs per month ---- None ---- C. If employed throughout the FY or part thereof, was is in receipt of remuneration in excess of that drawn by the Managing Director or WTD or Manager and holds himself or along with his spouce and dependent children, not less than 2% of equity shares of the Company. ---- None ---- RISK MANAGEMENT POLICY The risk management policy of the company rectifies the risk and controlling mitigating factors. The risk as identified by the company does not threaten the existence of the company DIRECTORS' RESPONSIBILITY STATEMENT The Directors confirm: 1. That in the preparation of Annual Accounts for the year ending 31st March 2015, the applicable Accounting Standards have been followed and no material departures have been made from the same. 2. 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 for that period. 3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company preventing and detecting fraud and other irregularities. 4. That they have prepared the annual accounts on the 'going concern' basis 5. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively 6. The Directors had devised proper system to ensure that systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively CORPORATE GOVERNANCE: A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from M/s. Kannan & Alamelu, Chartered Accountants, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report. ANNUAL RETURN An extract of Annual Return as on 31 March 2015 pursuant to Section 92 ( 3) of the Companies Act, 2013 and forming part of the report is attached separately as Annexure-A CODE OF CONDUCT The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report. AUDIT COMMITTEE Your company has complied with the provisions of Section 177 of the Companies Act, 2013 as to constitution of Audit Committee with Mr. MuraliKrishnan and Mr. N. Neelakanda Pillai are being members of the said committee. Mr. V K Balaji being the Chairman of the committee. The committee met four times during the year. Ms..Santhi was inducted into the committee on 31st March 2015 after her appointment in the board. PUBLIC DEPOSIT The Company has not accepted any deposit from the public during the year under review. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES. All Contracts/arrangements/transactions entered by the company during the financial year 201415 with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contracts/arrangements/transactions with related parties which would be considered material. Details given in the Annexure-E DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORORATE SOCIAL RESPONSIBILITY INITIATIVES. The Companies Act, 2015 lays down a mandatory provision wherein every company having • Net worth of rupees five hundred crore or more, or • Turnover of rupees one thousand crore or more or • Net profit of rupees five crore or more during any financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. As the said provisions are not applicable to the company, it has not developed and implemented any Corporate Social Responsibility initiatives. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD AND ITS COMMITTEES The manner in which the formal evaluation of the members of both the board and various committees constituted by the company has been covered in the "Corporate Governance Report" to this report. The following policies relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 of the company are attached for (a) Policy relating to selection of directors appointment. -Annexure -C (B) Remuneration Policy for directors, Key Managerial Personnel and other employees.-Annexure-D LISTING The Shares of your company is presently listed in the Bombay Stock Exchange (BSE). DIRECTORS a. Resignation: On 31st May 2014 Mr. G Manivannan(DIN 02611543) Director of the Company had resigned from the Board. b. Appointment On 31st March 2015, Ms. Santhi(DIN 07145742) was inducted into the Board as Additional Director. Her candidature is being proposed by a member for the office of Director as Independent Women Director, which will be considered by the shareholders at the ensuing Annual General Meeting of the Company. Pursuant to the provisions of Section 149 (6) of the Act, Mr.V.K.Balaji (DIN No 00084412), Mr. V. Murali Krishnan(DIN No. 05312102) and Ms. Santhi(DIN 07145742) the Independent Directors of the Company have submitted their declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year 2014-2015. AUDITORS The Statutory Auditor M/s. Kannan & Alamelu was appointed at the 25th Annual General Meeting held on 19th December 2014 as Statutory Auditor for the period of 4 years which will be ratified by the Members at the ensuing Annual General Meeting. The Board has appointed Mr.P Thirumalaikumar, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith in Annexure-B. AUDITORS REPORT Auditors had not made any qualification or did not make any adverse remark in their report regarding financial statements. Therefore, there is no need for any clarification or any comment on Auditors report. The observations mentioned in the Secretarial Audit Report by the Secretarial Auditor are self explanatory. SHARE CAPITAL During the financial year, the Company had not issued any Equity Shares with Differential rights, any Sweat Equity Shares and any Employee Stock Options. ENVIRONMENT COMPLIANCE: India is the seventh largest country in the world by geographical area. While progress in the environmental front is being made, India still faces some major challenges. Despite highly evolved environmental laws and regulations in some areas, many environmental practices such as regulation of air pollutants using model seen in western countries are still at a very rudimentary stage in India. Increased environmental regulations will likely become a key area of concern in the near future. The increasing desire of Indian companies to meet world class standards has caused established companies in India to take on sustainable initiatives as a means of improving their global brand and reputation and the environmental sector is expected to be at the forefront of India's evolving story in the coming years. The Company has already considered the prerequisites of environment compliance long way back and is doing new initiative every year. Some of the major initiatives of regular basis are: Slogan of the Company - "One planet, one earth, one nature which propagates Save the earth for better tomorrow". By regular training for workers and staff to prevent accident related to mechanical, electrical, chemical, physiological and psychological safety the Company has made Zero incidents as acceptable standard. The Company has started project to conserve water and energy, minimize generation of waste, minimize carbon foot print, generate pollution prevention awareness throughout the plant and to achieve 100 percent legal compliance. GENERAL The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation. The Director also wishes to place on record their appreciation of the support and co-operation of all employees to enable the company to achieve its growth plans. On behalf of Board of Directors N. Neelakanda Pillai Managing Director MuraliKrishnan Director DATE : 27.11.2015. PLACE: CHENNAI |