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Cethar Industries Ltd.

BSE: 531473 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Cethar Industries Ltd
NSE 05:30 | 01 Jan Cethar Industries Ltd

Cethar Industries Ltd. (CETHARINDS) - Director Report

Company director report


The Members :

Your Directors have pleasure in presenting their report along with the Audited Accountsfor the year ended March 31 2017 :

Financial Results: (Rs. in lakhs)
PARTICULARS For the financial year ended 31-03-2017 For the financial year ended 31-03-2016
Net Sales / Job Work 0.00 0.00
Other Income 0.62 0.00
Total expenses before Interest and Depreciation 0.99 0.53
Gross Profit / (Loss) (0.37) (0.53)
Interest & Finance Charges 0.00 0.00
Depreciation 0.00 0.00
Net Profit / (Loss) (0.37) (0.53)
Paid-up Share Capital 2150.00 2150.00
Reserves & Surplus (1839.29) (1838.92)
Appropriations: (Loss) transferred to Balance Sheet (0.37) (0.53)

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 has aproposal to report the fact to such erosion to the appropriate forum as per applicablelaws in due course.

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.

Secretarial Standards - Disclosure - Board and Committee Meetings and attendance byDirectors/ Members

As required by the Secretarial Standards regarding Board Meetings the disclosurerelating to the number and dates of meetings of the Board and Committees held during thefinancial year indicating the number of meetings attended by each director/member is givenin tabular form below:

SL No. Date of Board Meeting Attendance by Director
1. 11-04-2016 S. Kanagaraj K. Aravind and S.Balasubramanian
2. 27-06-2016 S. Kanagaraj K. Aravind and S.Balasubramanian
3. 02-08-2016 S. Kanagaraj K. Aravind and S.Balasubramanian
4. 27-08-2016 S. Kanagaraj K. Aravind and S.Balasubramanian
5. 24-10-2016 S. Kanagaraj K. Subburaj and S.Balasubramanian
6. 18-01-2017 K. Subburaj and S.Balasubramanian
7. 29-03-2017 K. Subburaj K.Aravind and S.Balasubramanian


SL No. Date of Committee Meeting Attendance by Director
1. Audit Committee- 27-05-2016 S.KanagarajK.Aravind and S.Balasubramanian
2. Audit Committee- 27-08-2016 S.KanagarajK.Aravind and S.Balasubramanian
3. Audit Committee- 28-11-2016 S.Kanagaraj and S.Balasubramanian
4. Audit Committee- 24-02-2017 K.SubburajK.Aravind and S.Balasubramanian

4. Audit Committee:

The Audit Committee of the Board (ACB) comprises of Mr. K.Subburaj Mr. K. Aravind andMr.S.Balasubramanian as Members.

5. Nomination and Remuneration Policy:

The Nomination and Remuneration Committee of the Board (NRCB) comprises ofMr.K.Subburaj Mr. K. Aravind and Mr.S.Balasubramanian as Members. The Company has nobusiness operations and there are no employees in the Company and the Directors do notreceive any remuneration however the Nomination and Remuneration Policy deals with thecriteria for appointment of Directors and the criteria for evaluation of performance ofDirectors.

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.Aravind was appointed as an Additional Director of the Company with effect from18th January 2017. The Company has received notice from a member of the Company forappointment of Mr. K.Aravind as a Director of the Company and his appointment forms partof the Notice of the ensuing Annual General Meeting of the Company. Mr.S.Balasubramanian[DIN: 03041919] retiring by rotation at this meeting and being eligible offer himself forre-appointment. The above appointment/ reappointments are included as items for theGeneral meeting for sanction from members. No Director of the company is disqualifiedunder Section 164 (2) of the Companies Act 2013 from being reappointed as Director of theCompany. Mr.S.Kanagaraj [DIN:00776536] Director had resigned from the Board of theCompany with effect from 18th January 2017. The Board places on record their valuablecontributions to the Company during his tenure as Director.

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 Auditors of theCompany 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 (Annexure III) to the Report onCorporate Governance.

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:

M/s.Sivaswamy & Kumar Chartered Accountants Tiruchirappalli (Firm RegistrationNo. 012929S) vide their letter dated 28th August 2017 have expressed their intentionnot to ratify the appointment as Statutory Auditors of the Company for the financial year2017-18 and hence Mr.A.Srinivasan .Chartered Accountant (MembershipNo.209248)Tiruchirappalli appointed as the Statutory Auditor of the Company for thefinancial year 2017-18 to fill the above place caused by the unwillingness to ratifytheir appointment by M/s.Sivaswamy & Kumar Chartered Accountants Tiruchirappalli(Firm Registration No. 012929S).

Mr.A.Srinivasan .Chartered Accountant (Membership No.209248) who is statutory auditorof the Company hold office commencing from the conclusion of this 27th annual generalmeeting till the conclusion of the 32nd annual general meeting subject to ratification ofhis appointment at every annual general meeting. The Company has received letters from theAuditor to the effect that his re-appointment if made would be within the prescribedlimits under Section 141(3)(g) of the Companies Act 2013 and that he is not disqualifiedfor re-appointment.

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 2017;

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 2016-17 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 March2017 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 : Tiruchirappalli S.Balasubramanain
Date : 28th August 2017 Director