To the Members
The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017.
S.No. CONTENTS OF THE REPORT
1 FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS: [INSERT AS PERINFORMATION FROM THE COMPANY]:
(Rs. in lakhs)
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||56.20 ||87.88 |
|Profit Before Interest and Depreciation ||21.48 ||52.24 |
|Finance Charges ||0.91 ||0.16 |
|Gross Profit ||20.57 ||52.08 |
|Provision for Depreciation ||13.76 ||17.88 |
|Net Profit Before Tax ||6.80 ||34.20 |
|Provision for Tax ||1.29 ||4.67 |
|Net Profit After Tax ||5.51 ||29.53 |
|Surplus carried to Balance Sheet ||5.51 ||29.53 |
General Information about the Company the Boards perception of future of thecompany considering market competition production constraints government polices etc.Major events concerning the company are to be highlighted.
2 Change in the Nature of Business if any
3 Declaration of dividend:-
The board recommends dividend at the rate of 3% for the year under review
4 BOARD MEETINGS:
The Board of Directors duly met 5 times during this financial year on the followingdates
5 DIRECTORS AND KEY MANANGERIAL PERSONNEL:
Details about the Appointment Re-appointment Change in Designation Resignation ofDirectors (along with fact of resignation) Managing Directors Whole Time Directors KMPIndependent Directors.
Mr. P. Sankaran was re-appointed as Whole time Director
Dr. M. G. Bhaskar was appointed as Independent Director
Mr. T. V. Srinivasan was re-appointed as Independent Director
Mr. K. M. Narasimhan was re-appointed as Independent Director
None of the Director or Key managerial person resigned from Directorship during theyear under review.
6 DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The declaration from each Independent Director of the Company under Section 149(7) ofthe Companies Act 2013 is enclosed. ANNEXURE I
7 COMPOSITION OF AUDIT COMMITTEE
Audit Committee consists of the following Independent Directors
Mr. K. M. Narasimhan Chairman Mr. T. V. Srinivasan Dr. M. G. Bhaskar
8 VIGIL MECHANISM:
Whistle Blower Policy: The Company has a whistle blower mechanism wherein the employeesare free to report violation of laws rules regulations or unethical conduct to theirimmediate superiors or such other person as may be notified from time to time by themanagement. The confidentiality of those reporting violations shall be maintained and theyshall not be subjected to any discriminatory practices. No person had been denied accessto the Audit Committee.
9 DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; (b) thedirectors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of afiairs of the company at the end of the financial year and profitfor company for that period; (c) the directors have taken proper and suficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) the directors have prepared the annual accounts on a goingconcern basis; and (e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating efiectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efiectively
10 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/JV
The company has no Subsidiary / Joint Venture / Associate.
11 EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report (FORMAT IN
M/s. R.Bhaskar & Co Chartered Accountants were appointed as auditors atthe 23rd Annual General Meeting of the Company held on 15th September 2016 to hold Officeup to the conclusion of the 24th Annual General Meeting of the Company. Pursuant toSection 139(2) of the Companies Act 2013 (the Act) the current auditors cannot bereappointed as they have completed a term of five consecutive years.
Accordingly as per the above said requirements of the Act M/s. TSG &Associates Chartered Accountants are proposed to be appointed as Auditors for aperiod of five years commencing from the conclusion of the 24th Annual General Meetingtill the conclusion of the 29th Annual General Meeting subject to ratification by theMembers at every Annual General Meeting as may be applicable in place of M/s.R.Bhaskar & Co Chartered Accountants. M/s. TSG & Associates CharteredAccountants have consented to the said appointment and confirmed that their appointmentif made would be within the limits specified under Section 141 of the Act. They havefurther confirmed that they are not disqualified to be appointed as Statutory Auditors interms of the provisions of the Act and the provisions of the Companies (Audit andAuditors) Rules 2014. The Audit Committee and the Board of Directors recommend theappointment of M/s. TSG & Associates Chartered Accountants as StatutoryAuditors of the Company from the conclusion of the 24th Annual General Meeting till theconclusion of the 29th Annual General Meeting to the Members.
13 SECRETARIAL AUDIT: Secretarial audit report as provided by Mr. G.Porselvam Practising Company Secretary is enclosed to this Report as Annexure III
14 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
|(A) Conservation of energy ||: ||NIL |
|(B) Technology absorption ||: ||NIL |
|(C) Foreign exchange earnings and Outgo ||: ||NIL |
15 DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
The company has not Accepted / renewed any deposits during the year.
16 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not made any Application /Petition to any of the Regulators during theyear under Review.
17 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has adequate Internal Control System.
18 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company does not have any :
|SECURED LOANS ||: ||NIL |
|UNSECURED LOANS ||: ||NIL |
|CURRENT/NON-CURRENT INVESTMENTS ||: ||Rs.1344273/- |
|GUARANTEES ||: ||NIL |
|SECURITIES EXTENDED ||: ||NIL |
19 RISK MANAGEMENT POLICY :
The company has framed Risk Management policy
20 CORPORATE SOCIAL RESPONSIBILTY POLICY :
The present Net worth / turnover of the company do not require compliance with CSR
21 RELATED PARTY TRANSACTIONS : NIL
22 FORMAL ANNUAL EVALUATION:
Statement about the manner in which the formal evaluation made by the Board of its ownperformance and that of its committees and individual Directors.
The company is regularly adopting its Annual Evaluation Process and the same is beingconsidered by the board.
23 DISCLOSURE ABOUT COST AUDIT
Applicability of Cost Auditor dose not arise.
24 LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE and BSE is the designated stock exchange where the shares of the company are listed.
25 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Act forms an integral part of this Report. (ANNEXUREIV) The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CorporateGovernance
26 SECRETARIAL STANDARDS
Standards in Force is being adopted