| Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report of
the Company together with the Audited Statements of Accounts for the
year ended 31s March. 2D15.
1) FIRANCIAL RESULTS: Rs. in Lakhs
S. Particulars 2014-15 2013-14
No.
01. Grass Income 4474.61 42D7.QB
02. Profit Before Interest and Depreciation 278.61 212.14
03. Finance Charges 80.59 25.61
04. Gross Profit 196.22 186.53
05. Provision for Depreciation E0.45 75.8B
06. NeE Profit before tax 117 77 111.45
07 Provision for tax 0.55 1.05
08. Net profit after tax 117.22 110.40
(2) STATE OF COMPANY'S AFFAIRS :
Duong the year under review, the Company had achieved a sales turnover
of Rs 4474.61 lakhs during the current year as agauist Rs.42D7.Q8 lakhs
made during the previous year For the year 2014-15. the company earned
a net profit of Rs. 117.22 lakhs as ag ainst the net profit of Rs. 11Q
.40 La khs made d u ri ng the
previous year.
(3) DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Details of directors as per Section 152 read with section 149 ofthe
Companies Act, 2013 and particulars of key managerial personnel as per
Section 203 ofthe Acl read with Clause49 ofthe Listing Agreement, the
Board is duly constituted and is balanced During the year under review,
Sri. R. Shiv Kumar, Executive Vice Chairman of the company will retire
by rotation and being eligible, offers himself for re-appointment at
the ensuing annual general meeting. Sri. P. Ramamoorthy resigned from
the office of Director and the Board placed on record iEs appreciation
for his support and guidance dunng his tenure The company appointed key
managerial personnel as required underthe Companies Act, 2913 and there
is no change that took place during the year
(4) DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) {C) of the Companies Acl, 2Q13, the
Directors confirm that:
(a) in the preparation of annual accounts, the applicable accounting
siandards had been followed and there are no material departures from
Ihe same.
(b) the Director have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a hue and fairview ofthe state of affaire of
the company at the end of the financial year and the profit and toss of
the company for that penod.
{c) 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) annual accounts were prepared on a going concern basis., and
(e) directors had laid down internal financier controls to befbflowed by
the company and that such internal financial controls are adequate and
were operating effectively.
f) the proper system was devised to ensure compliance with the
provisions of all applicable faws and that such systems were adequate
and operating effectively.
(5} DECLARATION BY INDEPENDENT DIRECTORS :
The Company has received necessary declaration from all the independent
Directors under section M9(7) of the Companies Act. 2013 that they meet
the criteria of indeoendeuce laid down in section 149-16 of the
Companies Act, 2103 and Clause 49 of the Listing Agreement.
f6} BOARD MEETINGS :
The. Board met five times during Ihe year under review the deiaits of
which are given in the Corporate Governance Report that forms part of
this Report.
(7} PO UCY ON Ot RECTORS1 APPOfNTME NT AN D REMU N ERATJON :
The company's policy lays down the criteria for determining
qualifications, positive attributes, independence of a director and
other matter as provided under sub-section (3) of Section 17B of the
Companies Act, 2D13.
The Current Policy is to have an aopropriate mix of executive and
independent directors (o maintain the independence of the Board. The
board consists of two executive directors and two non executive
directors with two independent directors. We affirm that the
remunefafcon paid 6o the directors is as per the terms 'aid out in the
nomination and remuneration policy of the company.
{8} AUDIT COMMITTEE ;
Pursuant to the provisions of section 177 of the Companies Ad, 2013,
the company board constituted the audit committee with the following
directors:
(i) M Narasimha Rao. Independent Director as Chairman
(ii) K.V. Prasad, independent Director
iiiii K.V. NagalatiEha Non- Executive Director
(9) AUDITORS :
i a) Statutory Auditors: At the Annual General M seting held on 26*
September. 2014, Mfe C. Ramachandram S. Co., Chartered Accountants were
appointed as statutory auditors of the company to hold office till the
conclusion of Ihe Annual Genera Meeting to be held in the calenoar year
2017 In terms of ihe first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
al every Annual General Meeting. Accordingly, Mfs C. Ramachandram &
Co.. Chartered Accountants as statutory auditors of the company, is
placed for ratification by the shareholders. In this regard, the
Company has received a certificate from the auditors to the effect that
it they are reappointed, it would be in accordance with the provisions
of Bectaon 141 of the Companies Act, 2D13.
b) Cost Auditors1 Nageswararao & Co.. Cost Accountants are the Cost
Aud-tors appointed by the company Board for auditing the cost accounts
of the company for the year ended 31.03.2014 and the cost audit report
for the year 2013-14 was tiled.
(c Secretariat Auditor K. Swamy &. Co., Company Secretaries are the
Secretarial Auditors appointed by the board of directors of the company
for the year 2D14-15 and the Report is attached to this Directors'
Report vide Annexure- ? R-1.
(10) VIGIL MECHANISM'
Pursuant to the provisions of section 1T7{9) & (ID) of the Companies
AcL 2fl 13 read with clause 49 of the Listing Agreement. 8 Vigil
Mechanism for directors and employees to report genuine concerns has
been established. The company has nor denied access to any personnel to
approach the management on any issue.
(11) LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 166 :
No Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act 2013 are made by the Company
(12) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
Pursuant to the provisions of Section 134(3)(h) read with Rule8(2) of
the Companies (Accounts) Rules, 2014. there were no materially
significant retateo party transactions with the Company's Promoters.
Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company. Your Directors
draw attention of the members to note 23 lo the financial statement
which sets out related party disclosures.
(13 REMUNERATION OF DIRECTORS. KMF'S AND EMPLOYEES :
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managing Personnel) Rutes. 20T4 and Companies (Particulars of
Employees) Rules, 1975, m respect of employees of the Company and
Director is given in a separate annexure to tors Report vide
Annexure-DR- 6: Particulars of employees as per the Rule-5(2) of The
Companies (Appointment ana Remuneration of Managerial Personnel) Rules.
2014, are not applicable as there is no employee who was in receipt of
remuneration in excess of the limits specified.
(14) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information required under section 134(3)(ni) of Ihe Companies Act. 2D
13 read with Rule 8 of the Companies (Accounts) Rutes, 2014, is given m
the Annexure- DR-2 to this report.
(15) RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk managentent is set out hn the
Management Discussion and Analysis which forms past of this report
(16) BOARD EVALUATION:
The evaluation of all the directors and Ihe Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate governance report
section in this Annual Report The Board approved the evaluation results
as collated by the nomination and remuneration committee.
None of the independent directors are due for re-appointment.
(17 EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 134(3)(a) of the Companies
Act 2013 The details forming part of the extract of the Annual Return
in Form MGT-9 is annexed herewrth as Annevure-DR-3.
(18) MANAGE WENT DISCUS SION AND AN ALYSTS REPORT:
As required under Clause-49 of the Listing Agreement a statement on the
Management Discussion and Analysis Report is attached to this Report
vide An nexu re-DR-4.
(19 CORPORATE GOVERNANCE REPORT :
Pursuant to the claused49 oFthe Listing Agreement the company complied
with the guidelines and a statement on the corporate governance repon
for the year 2D 14-15 is attached vide Annexure-DR-5.
(20) GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the fbflowing items as they are nol applicable there were no
Transaction on these itents during the year under review.
1. Delate relating to deposits covered under Chapter-V of the Act
2. No significant or material orders were passed by the Regulators or
courts or tribunal which impact the going concern status and the
companies operations in future.
3. No cases were filed pursuant to th e sexual harassment of women at
workplace {prevention, prohibition and reduresal) Act, 2013.
4. Dividend recommended by the Board.
5. issue of Equity shares with differential rights as to D ividend,
voting or otherwise
6. Issue of shares to Employees of the Company under any revenue.
7. Corporates Social Responsibility Policy.
ACKNOWLEDGEMENT;
Your Directors take this opportunity to express their sincere
appreciation for The co-operation received from the various departments
of the Government, Bankers, Suppiiers, Customers and Shareholders
The Directors alsowish to place on record their appreciation forthe
committed services by the company's Executives, staff and workers.
For and on behalf of the Board
N. KRISHNA MOHAN CHAIRMAN
Place: Hyderabad
Date : 29-05-2015 K VUAY KUMAR
Managing Director
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