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 |