DIRECTORS' REPORT Your Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31*' March, 2014. 2. DIVIDEND: The Directors do not recommend any dividend for the year under review. 3. DIRECTORS: The Board of Directors consists of both Executive and Non-executive/independent Directors who have vide and varied experience in different disciplines of Corporate functioning. Pursuant to the provisions Section 149 and 152 of CompaniesAct, 2013 Mr.R.Vijaykumar and Mr.K.AIagirisamy proposed to be re-appointed as Independent Directors of the Company at the ensuing Annual.General Meeting. A brief resume, expertise, shareholding in the Company and details of other Directorship of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting. 4. DIRECTORS' RESPONSIBILITY STATEMENT: In terms of Section 217 (2AA) of the Companies Act, 1956, Your Directors declare: i) that in the preparation of the annual accounts, the applicable accounting standards have been followed; ii) 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 loss of the Company for that period; iii) 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 and for preventing and detecting fraud and other irregularities; and iv) that they have prepared the annual accounts on a 'going concern1 basis. 5. INDEPENDENT AUDITOR'S OBSERVATION ON ACCOUNTS: In respect of observation made by Auditors Under Opinion (i), (ii) & (iii) of Independent Auditors Report, which are.self-explanatory and require no further explanation. 6. PUBLIC DEPOSITS: The Company does not have any Public deposit as at 3151 March, 2014. 7- MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE: j A report on Management Discussion and Analysis and a Status report on the compliance of Corporate Governanceare annexe dandform part of the Annual Report. ! 6- REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE: j In terms of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, which came Into force with effect from 23,04.2013, your Directors Report that tarming an Internal Compliance Committee, will not arise, since the company is not having any women employee. 9- AUDITORS: The Company's Auditors M/s. D. Sampathkumar & Co., Chartered Accountants, Chennai, are retiring at the conclusion of the ensuing Annual General Meeting and are eligible for re-appolntment. 10. PARTICULARS OF EMPLOYEES: In terms of the requirement of Section. 217 (2M of the Companies Act. 1956, there are ho employee who are drawing a remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month during the year ended 31et March, 2014, 11- INFORMATION AS PER SECTION 217 (11 (o) OF THE COMPANIES ACT, 1956: Particulars required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988: A. CONSERVATION OF ENERGY: Not applicable. B. TECHNOLOGY ABSORPTION: Not Applicable. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, there isneither Foreign Exchange Earnings nor outgo. . 12. ACKNOWLEDGEMENT: Your Directors wish.to place on record their gratitude to the Central and State Governments, and the Share holders for their continued co-operation On behalf of the Board of Directors For STERLING SPINNERS LTD. (K.S.VENUGOPALA) CHAIRMAN CUM MANAGING DIRECTOR Place : Chennai. Date: 27.08.2014 |