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You can view full text of the latest Director's Report for the company.

BSE: 522245ISIN: INE079L01013INDUSTRY: Engineering - General

BSE   ` 15.70   Open: 15.96   Today's Range 14.45
15.96
+0.50 (+ 3.18 %) Prev Close: 15.20 52 Week Range 9.76
17.72
Year End :2014-03 
Dear Members,

The Directors have great pleasure in presenting their 23 rd Annual Report and the Audited accounts of the company for the year ended 31st March 2014.

1.0 FINANCIAL RESULTS

Year ended                                   31.03.2014     31.03.2013

Profit & Loss before
interestanddepreciation                           41.45          18.96

Interest                                          12.78          15.67

Depreciation                                      24.91          21.59

Deferred tax asset/liability                     (2.05)          1 .19

Profit and Loss after
interest and depreciation                          1.71        (19.49)

Provision for taxation                             0.70              -

Profit / (Loss) after taxation                     1.01        (19.49)

Balance Brought Forward
from Previous year                              (44.29)        (24.80)

Balance carried to
Balance Sheet                                   (43.28)        (44.29)
2.0 DIVIDEND:

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2014.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange.

6.0 DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Rajapandian Sivalingam T, Mr.Muthulingam Sivarama Krishnan and Mr.Paramasivan Arunachala Devar as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Mr.Rajapandian Sivalingam T, Mr. Muthulingam Sivarama Krishnan and Mr. Paramasivan Arunachala Devar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mrs. Karthiga Karthikeyan was appointed as an additional Director of the Company with effect from 31st July 2014 and holds office till the Conclusion of this Annual General Meeting. A notice has been received from the Member of the Company signifying his intention to propose Mrs.Karthiga Karthikeyan as a candidate for the office of Director of the Company under Section 160(1) of the Companies Act, 2013 and liable to retire by rotation.

Mr.Iyempandi Subbiah Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITOR'S REPORT

With reference to point no.2(d) and point no.viii of the Auditor's Report we would like to furnish our reply as under:

(i) Non provision of gratuity and leave encashment : According to the management considering the number of employees, we are of the opinion, the leave encashment and gratuity will be accounted on cash basis.

(ii) Internal Audit : The company's average annual turnover has exceeded Rs. 5.0 crores, in the financial year 2013 - 2014. Hence the company will be appointing internal auditor in the financial year 2014-2015

11.0 AUDITORS

The Auditors, M/s. Ramadoss & Co., Chartered Accountants, Chennai hold office up to the date of the ensuing Annual General Meeting and are eligible for re- appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ramadoss & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

12.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2014, the applicable accounting standards have been followed along with proper explanation.

(b) That such accounting policies as mentioned in schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2014 and of the profit/loss of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2014 have been prepared on a going concern basis.

13.0 CORPORATE GOVERNANCE

A separate detailed corporate governance report is attached herewith.

14.0 COMPLIANCE CERTIFICATE:

As per the provisions of Section 383A of the Companies Act, 1956, a compliance certificate from a Company Secretary in whole time practice is annexed hereto which forms part of this Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government departments, its Customers and Suppliers.

Place : Chennai                                            S. IYEMPANDI
Date : 31.07.2014                                     Managing Director