DIRECTORS REPORT Your Directors have pleasure in presenting their report for the year ended 31st March 2014 together with the Balance sheet as at 31 st March 2014 and the Profit and Loss account for the year ended on that date OPERATIONS During the year 2013-2014, the Company has earned a net profit after tax of Rs 21.13 Lakhs as against Rs. 32.14 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs. 6175 Lakhs during the year 2013-2014 as against Rs. 5398 Lakhs achieved in 2012-2013. DIVIDEND In order to conserve resources the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account. DIRECTORS The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Narendra Kumar Lunawath, Mr.Nirmal Anraj Gadhiya and Mr.Chidambaram Chettiar Ramasamy Chettiar as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013 the above persons are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company. Mr.Nand Kishore Sonthalia is retiring at this meeting by rotation and being eligible, offer himself for reappointment. AUDITORS M/s. R.R.More & Co. Chartered Accountant, retire at this meeting and being eligible are proposed for reappointment. They also expressed their willingness to continue in office if reappointed, at the ensuing annual general meeting. DEPOSITS During the year under review, the Company has not accepted any Fixed deposits from the Public. PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo: Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as follows. INFORMATION AS PER SEC.217 (1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31 ST MARCH 2014 A. CONSERVATION OF ENERGY a. Energy conservation measures taken b. Total energy consumption and energy consumption per unit of production as per Form A- Not Applicable. B. TECHNOLOGY ABSORBPTION a. As per Form B-Not applicable b. Research and Development (R&D) i. Specific areas in which Research and Development carried out by the Company -NIL ii. Benefits derived as a result of the above Research and Development -NIL iv. Expenditure on Research and Development at present Percentage of the turnover- NIL a. Capital b. Recurring c. Total d.Total Research and Development as a percentage of Turnover. II Technology, Absorption, Adoption and Innovation i. Efforts made -NIL ii. Benefits derived 1. Production Improvement 2. Cost reduction 3. Import substitution iii. Technology imported -NIL Year of Report -NIL Has technology been fully absorbed -NIL If not fully absorbed areas where this has not been reasons therefore and future plans of action -NIL C. FOREIGN EXCHANGE EARNINGS AND OUTGO- (i) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products ard Services and Export Plans: The Company has not undertaken any export activities, (ii) Total Foreign Exchange used and earned: InRs. InRs 2013-14 2012-2013 Earnings in Foreign Exchange Expenditure in Foreign Currency CIFValueoflmports 9,10,27,719 5,65,85,622 PERSONNEL None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended. Director's Responsibility Statement: Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that - in the preparation of the annual accounts for the financial year ended 31 st March 2014, the applicable accounting standards have been followed along with proper explanation related to material departures, if any. - they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as on 31st March, 2014 and of the profit and loss of the company for that period. - proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. - the annual accounts are prepared on a going concern basis. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing agreement with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding Compliance of the same are made partof thisAnnual Report. COMPLIANCE CERTIFICATE In Accordance with provisions of the Companies Act, 1956 /2013 Act, and companies (certificate) Rules, 2001, the company has obtained a Certificate from M/s. Lakshmmi Subramanian & Associates. Chennai, Secretary In the Whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956/2013. ACKNOWLEDGEMENTS The Directors acknowledge with gratitude and wish to place on record their appreciation for the Valuable support and kind co-operation extended to the Company by the Company's Bankers, Financial Institution, Government Authorities, Shareholders and the Employees. For and behalf of the Board of Directors Sd/- Govind Prasad Chairman-cum-Managing Director Place: Chennai Date: 30.07.2014 |