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Cethar Industries Ltd.

BSE: 531473 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Cethar Industries Ltd. (CETHARINDS) - Director Report

Company director report

To

The Members :

Your Directors have pleasure in presenting their report along with the Audited Accountsfor the year ended March 31 2016 :

Financial Results: (Rs. in lakhs)
PARTICULARS For the financial yearended 31-03-2016 For the financial year ended 31-03-2015
Net Sales / Job Work 0.00 0.00
Other Income 0.00 • 0.00
Total expenses before Interest and Depreciation 0.53 0.43
Gross Profit / (Loss) (0.53) (0.43)
Interest & Finance Charges 0.00 0.00
Depreciation 0.00 0.00
Net Profit / (Loss) (0.53) (0.43)
Paid-up Share Capital 2150.00 2150.00
Reserves & Surplus (1838.92) (1838.39)
Appropriations: (Loss) transferred to Balance Sheet (0.53) (0.43)

1. Status of Company's Operation:

The Company proposes to take steps at appropriate time to revive the business of theCompany.

2. State of Company's Affairs :

The erosion of net worth continues to be more than 50% and hence the Company reportsthe fact of such erosion to Board for Industrial and Financial Reconstruction underSection 23 of Sick Industrial Companies Act.

3. Meetings of the Board :

The Board meets regularly to discuss and decide on various matters as required. Duringthe year Seven Board Meetings were convened and held.

4. Audit Committee :

The Audit Committee of the Board (ACB) comprises of Mr. S. Kanagaraj Mr. K. Aravindand Mr.S.Balasubramanian as Members.

5. Nomination and Remuneration Policy: ’

The Nomination and Remuneration Committee of the Board (NRCB) comprises of of Mr. S.Kanagaraj Mr. K. Aravind and Mr.S.Balasubramanian as Members. The Company has no businessoperations and there are no employees in the Company and the Directors do not receive anyremuneration however the Nomination and Remuneration Policy deals with the criteria forappointment of Directors and the criteria for evaluation of performance of Directors.

6. Corporate Social Responsibility :

The Company does not come under the purview of Section 135 of the Companies Act 2013read with Companies (Corporate Social Responsibility Policy) Rules and hence theprovisions relating to Corporate Social Responsibility is not applicable to the Company.

7. Finance: Fresh facilities will be obtained for the diversified business whenrequired.

8. Details of Directors and Key Managerial Personnel:

Mr. K.SubburajDirector(DIN:00292869) and Mr. K. Aravind Director (DIN: 07200542)had resigned from the Board of the Company with effect from 20th October 2015 and 27thAugust 2016 respectively and relieved. The Board places on record their valuablecontributions to the Company during their tenure as Directors.

Mr. S.Balasubramanian and Mr.K.Subburaj were appointed as Additional Directors of theCompany with effect from 20th October 2015 and 27th August 2016. The Company hasreceived notice from the members of the Company for appointment of Mr. S.Balasubramanianand Mr.K.Subburaj as Directors of the Company and their appointment forms part of theNotice of the ensuing Annual General Meeting of the Company.The above appointments areincluded as items for the General meeting for sanction from members. No Director of thecompany is disqualified under Section 164 (2) of the Companies Act 2013 from beingappointed as Directors of the Company.

9. Particulars of Loans Guarantees or Investments :

The Company has not granted any loan or guarantee or made any investment covered underSection 186 of the Companies Act 2013 during the year.

10. Corporate Governance:

The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report. The requisite certificate from the Practicing CompanySecretary confirming compliance with the conditions of corporate governance as stipulatedunder the aforesaid Clause 49 of the Listing Agreement and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached to the Report on CorporateGovernance.

11. Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges in India is presented in aseparate section forming part of the Annual Report.

12. Auditors:

The Members of the Company at their 25th Annual General Meeting held on 30th September2014 had appointed M/s. Sivaswamy and Kumar Chartered Accountants Tiruchirapalli (FirmRegistration No. 012929S) as Statutory Auditors of the Company for the financial years2014-15 to 2018-19. Pursuant to Section 139 of the Companies Act 2013 and Companies(Audit and Auditors) Rules the appointment of Statutory Auditors is to be ratified by themembers at every Annual General Meeting. Members are requested to ratify the appointmentof M/s. Sivaswamy and Kumar Chartered Accountants Tiruchirapalli as Statutory Auditorsof the Company for the financial year 2016-17. The Company has received letters from M/s.Sivaswamy and Kumar Chartered Accountants to the effect that their re-appointment ifmade would be within the prescribed limits under Section 141 (3)(g) of the Companies Act2013 and that they are not disqualified for reappointment.

13. Deposits:

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

14. Related Party Transactions :

There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company.

15. Statutory Information:

The Company has no business operations and hence Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules relating to particulars ofconservation of energy technology absorption and foreign exchange earnings and outgo isnot applicable. ^

There are no material changes and commitments affecting the financial position of theCompany which have occurred between end of the financial year of the Company to which theBalance Sheet relates and the date of this Report.

16. Vigil Mechanism :

The Company has established a Vigil Mechanism pursuant to Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules to promote reporting of any unethical or improper practice or violation of theCompany's Code of Conduct. Pursuant to this mechanism a person can report or send awritten complaint to the Chairman of the Audit Committee. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice.

17. Annual Evaluation by the Board :

The Board has carried out an annual evaluation of its own performance performance ofCommittees of the Board and individual Directors. The evaluation framework for assessingthe performance of the Board Committees and Directors comprises of the following keyareas: _

a. Attendance at Board Meetings and Committee Meetings by the Directors;

b. Active participation on discussion on Agenda items;

c. Quality of contribution and deliberations towards growth of the Company guidance tothe Management; and

d. Commitment to shareholders interests.

18. Secretarial Audit:

In accordance with the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr.B.Afzal Hussain Practicing Company Secretary. Tiruchirappalli toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure -1 forming part of this report.

19. Particulars of Employees :

The Company has no business operations and there are no employees in the Company andthe Directors do not receive any remuneration and hence Section 197 of the Companies Act2013 read with the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules does not apply.

20. Details of Significant and Material Orders :

There are no significant or material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

21. Extract of Annual Return :

The details forming part of the extract of the Annual Return in Form MGT-9 is given asAnnexure - II forming part of this report.

22. Disclosure - Anti Sexual Harassment Policy :

The Company does not have any woman employee whether permanent contractual temporaryor trainees in its roles. Hence the necessity to form Internal Complaints Committee underthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013 does not arise.

23. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

a) that the applicable accounting standards have been followed along with properexplanation relating to material departures in the preparation of Annual Accounts for thefinancial year ended 31st March 2016;

b) that such Accounting Policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year 2015-16 and of theLoss of the Company for the year under review;

c) that proper care has been taken for maintenance of accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d) that the Annual Accounts of the Company for the financial year ended 31st March2016 have been prepared on a going concern basis;

e) The Company has adequate internal financial controls commensurate with the size ofthe Company and the nature of its business;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively. ..

24. Acknowledgement:

Your Directors are pleased to place on record their appreciation and gratitude for theco-operation received from various departments of the Central and State Government andtheir agencies. Your Directors wish to thank the Shareholders for the confidence reposedby them.

For and on behalf of the Board of Directors

Place : Tiruchirapalli S. Kanagaraj
Date : 29th August 2016 Managing Director