DIRECTORS' REPORT Dear Members, Your directors have pleasure in presenting 5th Annual report of the Company together with the financial statements for the year ended 31st March, 2015 Dividend: The Board of Directors has not recommended any dividend for the financial year. (Previous year: NIL). Management Discussion & Analysis: A detailed analysis on the performance of the industry, the Company, internal control systems, risk management policy are provided in the Management Discussion and Analysis report and form enclosed as Annexure I. Directors' responsibility statement: In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that: (a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Meetings of the Board: During the year, Seven Board meetings were held under review. Directors: Mr.Sunil Kumar Singh was appointed as an Additional Director of the company with effect from February 26, 2015. Ms.R.Saraswathi was appointed as a women Additional Director of the company with effect from March 31, 2015. Mr.R.Natarajan was appointed as the Chairman and Managing Director of the Company effective from March 31, 2015. The Board seeks members' confirmation for appointment of Ms.R.Saraswathi and Mr.Sunil Kumar Singh as directors and Mr.Natarajan as the Chairman and Managing Director of the company at the ensuing AGM of the company. Mr.Vishal Bakshi resigned from the directorship effective from February 26, 2015. Mr.Ravi Kumar Gupta resigned as Chairman and Managing Director of the company effective from March 31, 2015. The Board places its appreciation and thanks to Mr.Vishal Bakshi and Mr.Ravi Kumar Gupta for the services rendered during their tenure. All the Independent Directors have given the declarations pursuant to Section 149(7) of the Act aff rming that they meet the criteria of independence as provided in sub section (6). Key Managerial Personnel (KMP): Mr.V.Kumar was appointed as Chief Financial Officer (CFO) of the company effective from March 31, 2015. Particulars of employees and related disclosures: In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement is enclosed in Annexure II. Corporate governance: Your Company is compliant with the Corporate Governance guidelines as prescribed in Clause 49 of the Listing Agreement. Detailed report on the compliance and a certif i cate by the Statutory Auditors forms part of this report as Annexure III. Auditors and Auditors' report: M/s. Chaturvedi & Company, Chartered Accountants, Chennai, retires at the ensuing AGM of the Company and M/s. S.K.Gulecha & Associates, Chartered Accountants, Chennai be appointed as the Auditors of the company. There are no qualifcations, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise. Particulars of loans, guarantees or investments by the company: Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the Notes to the f nancial statements. Particulars of contracts or arrangements with related parties: Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure - IV. Material Changes and Commitments: There were no material changes and commitments affecting the financial position of the Company between the end of financial year (i.e., March 31, 2015) and the date of the Report i.e., May 29, 2015). Conservation of Energy, Technology absorption and Foreign Exchange Earnings & Outgo: The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 134 (3) (m) of the companies Act,2013, read with the Companies (Accounts) Rules,2014, is given in Annexure V and forms part of this Report. Annual return: The details forming part of the extract of the Annual Return in form MGT-9 is enclosed and marked as Annexure VI. Remuneration policy: The remuneration policy of the company is provided in the corporate Governance report that forms an integral part of this report. Secretarial Audit: M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had been engaged for the services of Secretarial audit for the fnancial year 2014-15 pursuant to Section 204 of the Companies Act,2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial audit report in FORM No.MR-3 is enclosed in Annexure VII. The company is taking necessary steps to comply. Vigil Mechanism / Whistle Blower Policy: The company has established a vigil mechanism for directors and employees to report genuine concerns pursuant to section 177 of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and clause 49 of the Listing Agreement. Deposits: During the year under review, your Company has not accepted any deposits Significant and material orders impacting the company: There are no signif cant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company. Board evaluation: An evaluation on the performance of the Board is provided in the corporate governance report that forms an integral part of this report. Corporate social responsibility (CSR): The company is not covered under section 135 of the Companies Act,2013 and formulation of CSR policy and constitution of a CSR committee did not arise. CEO/ CFO certification: Mr.R. Natarajan, Chairman and Managing Director and Mr.V. Kumar, Chief Financial Officer have certifed to the Board in terms of under the Listing Agreement. Acknowledgement: Your directors place on record their great appreciation of the f ne efforts of all Executives and Employees of the Company. Your directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, the Customers, shareholders and other stakeholders for continuing support and encouragement. For and on behalf of the Board of Directors R. Natarajan. Chairman & Managing Director Date: May 29, 2015 Place: Chennai |