TO THE MEMBERS OF TEJASSVI AAHARAM LIMITED (formerly Sterling Spinners Ltd.)
Your Directors have pleasure in presenting the Twenty Third Annual Report together withthe audited financial statements of the Company for the year ended March 31 2017. TheManagement Discussion and Analysis has also been incorporated into this report.
|OPERATING RESULTS ||(Rs. in lakhs) |
| ||Current Year 31.03.2017 ||Previous Year 31.03.2016 |
|Other Income ||123.57 ||10.46 |
|Total Expenditure ||190.14 ||35.15 |
|Interest ||181.44 ||227.33 |
|Gross Profit/(Loss) after interest but Before Depreciation and Taxation ||(248.01) ||(252.02) |
|Depreciation ||48.23 ||18.17 |
|Net Profit/(Loss) ||(296.24) ||(270.19) |
Your Directors report that the Net Loss of the Company for the year under report isRs.296.24 lakhs as against Net Loss of Rs.270.19 Lakhs of previous year.
Your Directors report that the mill has started its new line of Pasta food processingwith effect from 1st November 2016.
TRANSFER TO RESERVE
As your company did not do any business and had incurred losses there will not be anytransfer of sums to Reserve Account.
For the reasons stated above your Directors are not in a position to recommend anyDividend. Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
Retirement by Rotation of Directors.
a) In terms of SEBI Regulations Smt. Surekha Shyam holding DIN 07116042 had beenappointed as Additional Woman Director by the Company at their meeting held on 26.03.2015who was re-appointed as Non-executive Women Director at the AGM held on 30.09.2016 who isliable to retire by rotation until the conclusion of the 23rd AGM. Being eligible sheoffers herself for re-appointment at the ensuring AGM.
b) Mr. R. Vijaykumar and Mr. K. Alagirisamy who were re-appointed as IndependentDirectors at the AGM held on 29.09.2014 are not liable to retire by rotation and holdoffice for second consecutive term of five years until the conclusion of 25th AGM or upto28th September 2019 whichever is earlier.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declaration under Section149(6) of the Company Act 2013 as well as Regulation 25 of the Listing Regulationsconfirming that they are in compliance with the Criteria as laid down in the above saidSection for being an Independent Director of the Company. Further there has been nochange in the circumstances which may affect their status as Independent Director duringthe year.
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Smt. Surekha Shyam AdditionalWoman Director will hold office upto the date of the ensuing Annual General Meeting andwill have to be re- appointed by the Shareholders at the ensuing Annual General Meeting asa Woman Director liable to retire by rotation.
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Sri K.S.Venugopala Chairman cumManaging Director was re-appointed on 01.01.2016 for further period of three years withapproval of the Shareholders at the 22nd Annual General Meeting as Chairman cum ManagingDirector who is not liable to retire by rotation and without any remuneration.
A brief resume expertise shareholding if any in the Company and details of otherDirectorship of Smt.Surekha Shyam as stipulated under Clause 49 of the Listing Agreementwith the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.
The paid up Equity Share Capital as on March 31 2017 was Rs.7.00 Crores. During theyear under review the Company has not issued shares with differential voting rights.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
RISK MANAGEMENT POLICY
The Company has adopted the following measures concerning the development andimplementation of a Risk Management Policy after identifying the following elements ofrisks which in the opinion of the Board may threaten the very existence of the Companyitself.
a) To ensure that all the current and future material risk exposures of the assessedquantified appropriately mitigated minimized and managed i.e to ensure adequate systemsfor risk management.
b) To establish a framework for the company's risk management process and to ensure itsimplementation.
c) To enable compliance with appropriate regulations wherever applicable through theadoption of best practices.
d) To assure business growth with financial stability.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In terms of The Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013 which came into force with effect from 23.04.2013 your Directorsreport that an Internal Complaints Committee will not arise since the Company is nothaving any women employee.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Sec.135 of the Companies Act 2013 are not applicable to your Companyand as such no initiatives are required to be taken in this regard at this juncture.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
COMPOSITION OF AUDIT COMMITTEE:
The Board has reconstituted the Audit Committee which comprises of Sri. R. VijaykumarIndependent Director Sri K. Alagiriswami Independent Director and Smt.Surekha ShyamNon-Executive Women Director with Smt.Surekha Shyam as its Chairman. More details on theCommittee are given in the Corporate Governance Report.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:
In compliance with Section 178 of the Companies Act 2013 the Board has renamed theexisting "Remuneration Committee" as the "Nomination and RemunerationCommittee". w.e.f. 01.04.2014.
The Committee comprises of Mr. K. Alagiriswami as the Chairman and Mr. R. VijaykumarMrs. Surekha Shyam and Mr. K.S. Venugopala as the members. More details on the Committeeare given in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report.
a) Board Independence
Our definition of 'Independence' of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchanges and Section 149(6) of the Companies Act 2013. Based on theconfirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013 :-
a) Mr. R. Vijaykumar
b) Mr. K. Alagiriswami
b) Evaluation of the Board's Performance
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
c) Remuneration Policy
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isstated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 8 Board Meetings and 4 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
COMMITTEES OF THE BOARD
There are currently four Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Share Transfer Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the Annual Financial Statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the loss of the Company for the yearended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the Annual Financial Statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The statement is supportedby a Certificate from the CEO (CMD) and the CFO. The Company has developed a Related PartyTransactions Manual Standard Operating Procedures for purpose of identification andmonitoring of such transactions.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as"Annexure A"
None of the Directors has any pecuniary relationships or transactions vis--vis theCompany.
The Company has complied with the requirement regarding Corporate Governance asrequired under Clause 49 of the Listing Agreement with the Stock Exchange where theCompany's shares are listed. A report on the Corporate Governance in this regard is made apart of this Annual Report and a Certificate from the Auditors of the Company regardingcompliance of the conditions of the Corporate Governance is attached to this report.
MANAGEMENT DISCUSSION & ANALYSIS
A Management Discussion & Analysis as required under the Clause 49 of the ListingAgreement is annexed and forming part of the Directors' Report.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"Annexure B" and is attached to this Report.
a) Statutory Auditors
The Company's Auditors M/s. D.Sampathkumar & Co. Chartered Accountants Chennaiwho retire at the ensuing Annual General Meeting of the Company are eligible forreappointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
The Auditors' Report to the Shareholders for the year under review does not contain anyqualification.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. S. LALITHA a Practicing Company Secretary (C.P. No.2666) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure C". The report does not contain any qualification.
c) Internal Audit
Mr.S.Jayaraman Chartered Accountant Membership No.206381 has been appointed as anInternal Auditor by the Board of Directors to conduct internal audit of the function andactivities of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments were made by the Company which have a bearing orimpact on the credibility of the financial statements for the year 2016-2017 between theend of the financial year of the company and the date of the Report.
Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future. Nil.
d) Chief Financial Officer (KMP)
In terms of the requirement of the Companies Act 2013 Sri M. Anguraj was appointed asa Chief Financial Officer of the Company w.e.f. 01.06.2015. He has resigned and hisresignation was accepted by the Board and relieved on 01.10.2016. The new CFOMr.P.Kumaresan was appointed with effect from 01.10.2016.
CHANGE IN THE NATURE OF BUSINESS
In addition to the Machineries purchased last year during the year also the Companyhas purchased additional equipments of the Pasta Products manufacturing line and installedat the Factory premises at Dindigul. The erection of the Machineries completed and startedits production with effect from 1st November 2016 in this financial year.
INFORMATION AS PER SECTION 134 OF THE COMPANIES ACT 2013
Particulars required under Sec. 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 to be disclosed in the report of Board of DirectorsRules are given below:
A. CONSERVATION OF ENERGY: Not applicable.
B. TECHNOLOGY ABSORPTION: Not Applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year under review there is neither Foreign Exchange Earnings nor outgo.
PARTICULARS OF EMPLOYEES
There are no employees who are drawing a remuneration of Rs.5 lakhs per month or moreor Rs.60 lakhs per annum or more during the financial year 2016-2017.
Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email address is available with the Company. YourCompany would encourage other Members also to register themselves for receiving AnnualReport in electronic form.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to the employee of the Company for his unstinted commitment and continuedcontribution to the Company.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations
| ||"BY ORDER OF THE BOARD" |
| ||For TEJASSVI AAHARAM LIMITED |
| ||(formerly Sterling Spinners Ltd |
| ||Sd- |
|Place: Chennai ||K.S.VENUGOPALA |
|Date: 31.08.2017 ||CHAIRMAN-CUM MANAGING DIRECTOR |
| ||(DIN 00707454.) |