| Dear members,
The directors present the thirty sixth annual report together with the
audited accounts for the year ended 3 Ist March 2014,
(Rs in lakhs.)
FINANCIAL RESULTS Year ended March 31, Year ended March 31,
2014 2013
Income 4.41 14.00
Expenses 2.99 4.84
Profit/(Loss) before
taxation 1.42 9.16
Profit/(Loss) after
taxation 0.92 6.04
OPERATIONS
During the year under review, the gross income of the Company was at
Rs. 4.41 Lakhs (which includes the interest received on bank deposits
of Rs. 3.79 lakhs) as against Rs. 2.81 lakhs during the previous year.
The Company made a profit after tax of Rs.0.92 lakhs as against Rs.
6.04 lakhs during the previous year.
DIRECTORS
Mr. R Surendran retires by rotation at the ensuing annual general
meeting and being eligible, has offered himself for re-appointment.
Mr. Suresh Krishnan and Mr. V. Suryanarayanan resigned from the Board
effective 31st March 2014. The board placed on record its appreciation
for their support during their tenure of office.
During the year, Mr. Kaushik Banerjee and Mr. R. Chandrasekar were
appointed as additional directors of the company who hold office up to
the forthcoming annual general meeting of the company and being
eligible for appointment is recommended for appointment as directors of
the company.
AUDITORS
M/s. Shanker Giri and Prabhakar, Chartered Accountants, the statutory
auditors of the Company retire at the annual general meeting and are
eligible for re-appointment. Pursuant to the provisions of Section 139
of the Companies Act, 2013 and Rules framed there under, it is proposed
to appoint M/s. Shanker Giri and Prabhakar as statutory auditors of the
Company for a period of 3 years commencing from the closure of the
thirty sixth annual general meeting till the closure of the thirty
ninth annual general meeting subject to ratification of such
appointment by members at every AGM.
AUDIT COMMITTEE
The Audit committee of the Board comprises Mr. R Surendran, Mr. Kaushik
Banerjee and Mr. R. Chandrasekar. The Committee reviews the quarterly
internal audit reports and financial statements of the Company before
submission to the Board and recommends the appointment of statutory
auditors.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement as required under Section 217
(2AA) of the Companies Act, 1956, reporting the compliance with
accounting standards is attached and forms part of the directors'
report.
CORPORATE GOVERNANCE REPORT
A report on corporate governance, including the status of
implementation of mandatory and non-mandatory norms as per clause 49 of
the listing agreement is attached and forms part of this report.
The Ministry of Corporate Affairs has issued "Corporate Governance
Voluntary Guidelines" in December 2009. Some of the provisions of these
guidelines are already in place and the other provisions of these
guidelines are being evaluated and your Company will strive to adopt
the same in a phased manner. A report on corporate governance is
attached and forms part of this report.
MANAGEMENT DISCUSSION & ALAYSIS
During the year under review, the gross income of the Company was at
Rs. 4.41 Lakhs, which is predominantly from the interest received on
bank deposits of Rs. 3.79 lakhs. Since the surplus funds are deployed
in the bank deposits to yield interest, the Company does not foresee
any risk or concern. The Company is primarily an investment company and
there were no material developments in human resources during the year.
COMPLIANCE AUDIT U/S 383A OF THE COMPANIES ACT, 1956
The company annually conducts a compliance audit by an independent
practicing company secretary. For the year ended 31 March, 2014, M/s.
R. Sridharan & Associates, company secretaries has conducted the audit
and the compliance certificate was placed before the board.
GENERAL
During the year 31st March 2014, there was no employee covered by the
provisions of Section 217(2A) of the Companies Act, 2013. There is no
information to be disclosed under the Companies (Disclosure of
Particulars in Report of Board of Directors) Rules, 1988 in respect of
particulars relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo. The Company does not accept
public deposits. There were no unclaimed/overdue deposits lying with
the Company as on 31st March 2014. The shares of your company are
listed in BSE Limited.
On behalf of the Board
Chennai R SURENDRAN
May 23,2014 CHAIRMAN |