Your Directors have pleasure in presenting the Twentieth Annual Report on the workingof the Company along with the audited Balance Sheet and Profit Loss Account for the yearended 31st March 2015.
Rs. in Lacs
|Particulars ||2014-2015 ||2013-2014 |
|Sales Income ||549.10 ||547.37 |
|Profit / (Loss) before Tax ||(0.46) ||2.02 |
|Profit / (Loss) after Tax ||2.42 ||1.88 |
|Balance carried to Balance Sheet ||(648.26) ||(650.68) |
No dividend has been recommended for the year.
The efforts taken by the company have resulted into an increase of turnover fromRs.547.37 Lakhs in the previous year to Rs.549.10 Lakhs in the current year. However thenet profit has taken a dip with the adoption of revised depreciation calculationmethodology as stipulated by The Companies Act 2013. Your directors are confident ofregistering substantial increase in turnover and profits in the coming years.
Relationship with the customers in the textile business has opened up a new businessavenue for the company. Your directors are exploring the opportunities to venture intotextile products to increase the business volume.
A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Since the Company is engaged in the Computer Software Development the question ofconservation of Energy and Technology Absorption does not arise.
B. FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange expenses and income during the year.
C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956.
During the year no employee was paid more than Rs.500000/- per month orRs.6000000/- per annum.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm: i. That in the preparation of Annual Accounts the applicableAccounting Standards have been followed and no material departures have been made from thesame. ii. That they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company for that period. ii. That they have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 1956 for safeguarding the assets ofthe company preventing and detecting fraud and other irregularities. iv. That they haveprepared the annual accounts on the going concern basis
A report on Corporate Governance pursuant to clause 49 is annexed hereto and formspart of this report. A certificate from Mr. A. Saravanan Chartered Accountants TirupurStatutory Auditors of the Company regarding compliance of conditions of corporategovernance stipulated by the stock exchanges is annexed to this report.
An extract of Annual Return as on 31 March 2015 pursuant to Section 92 ( 3) of theCompanies Act 2013 and forming part of the report is attached separately as Annexure-A
CODE OF CONDUCT
The Company has adopted a code of conduct for the Board of Directors and seniormanagement of the Company and all of them have affirmed compliance of the same.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
In accordance with the listing agreement the Management Discussion and Analysis Reportis annexed hereto and forms part of this report.
Your company has complied with the provisions of Section 177 of the Companies Act 2013as to constitution of Audit Committee with Mr. S Sonnachalam and Mr. Chikalpat Yogesh Paiare being members of the said committee. Mr. V Ramani is the Chairman of the committee.The committee met four times during the year.Mr. V Paranthaman was inducted into thecommittee on 31st March 2015 after his appointment in the board.
The Company has not accepted any deposit from the public during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
All Contracts/arrangements/transactions entered by the company during the financialyear 2014-15 with related parties were in the ordinary course of business and on anarms length basis. Details given in the Annexure-E
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORORATE SOCIALRESPONSIBILITY INITIATIVES.
The Companies Act 2015 lays down a mandatory provision wherein every company having
Net worth of rupees five hundred crore or more or
Turnover of rupees one thousand crore or more or
Net profit of rupees five crore or more
during any financial year shall constitute a Corporate Social Responsibility Committeeof the Board consisting of three or more directors out of which at least one directorshall be an independent director. As the said provisions are not applicable to thecompany it has not developed and implemented any Corporate Social Responsibilityinitiatives.
FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD AND ITS COMMITTEES
The manner in which the formal evaluation of the members of both the board and variouscommittees constituted by the company has been covered in the "CorporateGovernance Report" to this report.
The following policies relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 of the company are attached for
(a) Policy relating to selection of directors appointment. -Annexure -C
(b) Remuneration Policy for directors Key Managerial Personnel and other employees.-Annexure-D
The Shares of your company is presently listed in the Bombay Stock Exchange (BSE).
Mr. Chikalpat Yogesh Pai Whole Time Director of the Company retires by rotation atthis Annual General meeting and being eligible offers himself for appointment.
On 31st March 2015 Mr. V Paranthaman has joined the Board as IndependentDirector & Mrs. P Parimala was inducted into the Board as Independent & WomenDirector.
Resignation : Mr. V Ramani333esigned from directorship and all committee on 8thJune 2015.
The Statutory auditor Mr.A.Saravanan Chartered Accountants Tirupur retires at theensuing Annual General Meeting and is eligible for reappointment.
The Board has appointed Mr.P Thirumalaikumar Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit report for thefinancial year ended March 31 2015 is annexed herewith. Annexure-B.
India is the seventh largest country in the world by geographical area. While progressin the environmental front is being made India still faces some major challenges..Despite highly evolved environmental laws and regulations in some areas manyenvironmental practices such as regulation of air pollutants using model seen in westerncountries are still at a very rudimentary stage in India. Increased environmentalregulations will likely become a key area of concern in the near future.
The increasing desire of Indian companies to meet world class standards has causedestablished companies in India to take on sustainable initiatives as a means of improvingtheir global brand and reputation and the environmental sector is expected to be at theforefront of India's evolving story in the coming years.
The Company has already considered the prerequisites of environment compliance long wayback and is doing new initiative every year. Some of the major initiatives of regularbasis are: Slogan of the Company "One planet one earth one nature whichpropagates Save the earth for better tomorrow".
By regular training for workers and staff to prevent accident related to mechanicalelectrical chemical physiological and psychological safety the Company has made Zeroincidents as acceptable standard.
The Company has started project to conserve water and energy minimize generation ofwaste minimize carbon foot print generate pollution prevention awareness throughout theplant and to achieve 100 percent legal compliance.
The Management is grateful to the shareholders valued customers bankers and vendorsfor the continued support and co-operation.
The Director also wishes to place on record their appreciation of the support andco-operation of all employees to enable the company to achieve its growth plans.
| ||On behalf of Board of Directors |
| ||Sd/- |
|DATE : 28.08.2015. ||Chikalpat Yogesh Pai |
|PLACE: CHENNAI ||Whole Time Director |