| Dear Shareholders,
The have pleasure in presenting the 20th Annual Report and Audited
Statements of Accounts of the Company for the year ended 31st March,
2015.
PERFORMANCE
The financial results for the year ended 31st March 2015 are as under:
Rs. (In Lacs)
Particulars 31.03.2014 31.03.2015
Income 813.32 860.14
Total Expenses 464.31 476.93
Profit before depreciation 349.01 383.22
Depreciation 10.32 25.07
Profit / (loss) before Tax 338.69 358.15
Provision for taxation 113.24 123.65
Balance of profit of brought forward 903.99 1097.47
Profit available for appropriations 225.45 234.51
Appropriations:
Dividends 31.96 33.34
Balance carried forward to Balance Sheet 1097.47 1298.64
Surplus carried to Balance Sheet 1097.47 1298.64
Business Outlook & Prospects
The company had improved its profitability from 225.45 lacs to 234.51
lacs . There was no material change or commitment, affecting the
financial position of the Company between the end of the financial year
of the Company and the date of the report other than those disclosed in
the financial statements.
DIVIDEND
The company had declared an interim dividend of Rs.0.50 per share
exclusive of dividend tax for the financial year ended 31st March 2015
which is being recommended as final dividend
BOARD OF DIRECTORS
The composition of the Board of Directors of the Company and other
details related to the board is furnished in the Corporate Governance
Report annexed to this report as " Annexure A"
In terms of Section 149 of the Companies Act, 2013 (Act), Ms.Anuradha
and Mr.MahavirChand were co-opted to the Board as additional directors
Mr. D Suresh Kumar director is liable to retire by rotation at the
ensuing AGM and is eligible for reappointment Necessary resolutions for
the appointment/ re-appointment of the aforesaid directors have been
included in the notice convening the ensuing AGM and details of the
proposal for appointment / re-appointment are mentioned in the
explanatory statement of the notice.
Your directors commend their appointment / re-appointment.
Mr. V. Krishnaswami, Mr. P Delichand & Mr.V.G Venkatadri resigned from
the directorship of the company. The board placed its warm regards for
the services rendered by them during their tenor.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees and made any
investments as covered under the provisions of section 186 of the
Companies Act, 2013 during the said financial year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
STATUTORY AUDITORS
M/S. CHANDARANA& SANKLECHA, (ICAI Registration No.000557S) Chartered
Accountants were appointed as Statutory Auditors at the last Annual
General Meeting (AGM) held on 27/09/2014 for a period of three years
i.e until the conclusion of the 22nd AGM. Their appointment is however,
subject to ratification by the members at every AGM.
The Company has received letter from the Statutory Auditors consenting
to the re-appointment and a confirmation to the effect that their
appointment, would be within the prescribed limits and that they do not
suffer from any disqualifications under Section 141 of the Companies
Act, 2013 and the rules made thereunder. The Statutory Auditors Report
does not contain any qualification, reservation, adverse remark or
disclaimer.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI &
Co., a firm of Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company. The report on the Secretarial Audit
carried out for the year 2014-15 is annexed herewith as 'Annexure- B'.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
Directors' Responsibility Statement
In terms of Section 134(3)(c) read with section 134(5) of the Companies
Act, 2013, the Directors, to the best of their knowledge and belief and
according to the information and explanations obtained by them, confirm
that they had:
i. followed the applicable accounting standards in the preparation of
the financial statements for the financial year 2014-15 and there are
no material departures;
ii. selected such accounting policies and applied them consistently
and made judgments and estimates that were 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
year under review;
iii. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company, preventing and detecting fraud
and other irregularities and
iv. prepared the financial statements for the financial year on a
'going concern' basis.
v. laid down internal financial controls to be followed by the Company
and such internal financial controls were adequate and were operating
effectively.
vi. devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems were adequate and operating
effectively.
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report. At present the company has not identified any
element of risk which may threaten the existence of the company.
PARTICULARS OF EMPLOYEES
Section 197 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is not applicable as the directors have not
drawn any remuneration during the year ended 31/03/2015 .
CORPORATE GOVERNANCE REPORT
Your Company has complied with the corporate governance requirements as
stipulated under clause 49 of the listing agreement. Detailed report on
the compliance and a certificate by the Statutory Auditors forms part
of this report
Other disclosures
a) The Internal control systems and adequacy are discussed in detail in
the Management Discussion and Analysis annexed to the Directors Report.
b) The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as 'Annexure C.
c) Particulars of employees :
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is attached as
annexure D
d) Particulars regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Expenditure Energy conservation,
technology absorption and foreign exchange earnings and outgo
e) The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is NIL
f) Disclosure under the sexual harassment of women at workplace
(prevention, prohibition and redressal) act, 2013. The company has in
place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints Committee
(ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed off during the year 2014-15
a. No. of complaints received: Nil b. No of complaints disposed off:
nil
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
the support and co-operation of all stakehold - ers. At the very heart
of our success and our ability to deliver quality service and
satisfaction is the consider - able skill and motivation of our
employees. On behalf of all the company's stakeholders who benefit from
the hard work of the employees, the Board would like to express its
sincere appreciation and gratitude.
For and on behalf of the Board
Sd/-
Place: Chennai (Mr.Deenadayalan K N)
Date :27/07/2015 Chairman |