| To the Members,
The Directors hereby present their Eighteenth Annual Report on the
business and operations of your Company along with audited financial
statements for the Financial Year 2012-13.
Operations:
The Company recorded a turnover of Rs 12.3 Crores in 2012-13. Despite
weakening growth rate in the economy, rising inflation costs, tough
competition and low margin in the industry, the Company has completed
two projects of Rs 20 Crores secured from M/s Cordon Bleu Properties &
Infrastructure (P) Ltd, Coimbatore for construction of residential
blocks at Coimbatore and finishing works of ETA Star Techcity (P) Ltd.
Efforts are being made to restructure the capital of the Company
including the borrowings of Rs. 60 Crores from State Bank of India. The
Company is negotiating to raise long term funds for repayment of loans
and to augment its future growth. Immediate objective of the Company is
to stabilize infrastructure business and then plan for its growth.
However the present slowdown in the financial markets is not enabling
the Company to negotiate a restructuring plan.
Dividend
In view of the loss during the year, your Directors are not
recommending any dividend for the financial year 2012-13.
Report on Corporate Governance:
As required by the existing clause 49 of the listing agreement entered
into with the stock exchanges a separate report on corporate governance
is given as part of the annual report along with the auditors'
statement on its compliance.
Directors' Responsibility Statement under section 217(2AA) of the
Companies Act 1956
As required under Section 217 of the Companies Act, 1956, your
Directors confirm that:
- In preparation of the annual accounts, the applicable accounting
standards have been followed and that there were no material
departures;
- The Directors have selected appropriate 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
profits of the Company for that period;
- The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- The accounts for the financial year ended March 31, 2013 have been
made on a going concern basis.
Auditors and their Report:
M/s. Sundar, Srini& Sridhar, Chartered Accountants, retire as Statutory
Auditors at the ensuing Annual General Meeting and being eligible, are
recommended for re-appointment. A certificate in this regard has been
received to the effect that the re-appointment, if made, would be in
accordance with Section 224(1B) of the Companies Act, 1956.
With regard to the observations made by the audit regarding (i) Fixed
assets, major portion of reconciliation of fixed assets is being
completed and description of assets and current location will be
incorporated in the asset records upon such reconciliation.(ii)
Adequacy of the internal audit system commensurate with the size of the
Company and nature of its business, the Board is of the Opinion that
the present system is adequate for the present level of business
however steps will be taken to improve wherever required. (iii)
Repayment of overdue amounts, the Company is planning to raise long
term funds for settlement of loans and also augment working capital for
future growth (iv) Erosion of net worth and incurring of cash losses,
the Company is planning to raise long term funds for settlement of
loans and also augment working capital for future growth. (v)
Outstanding statutory dues, the Company will be making the pending
statutory dues on receipts of some payments from clients in the near
future or on receipt of Long Term Funds.
Information as per section 217(1) (e) of the Companies Act, 1956:
Your Company has no activity with regard to conservation of energy,
Research & Development or technology absorption. There were no Foreign
Currency earnings or expenditure during this year.
Risk Management:
The Company has recognized the need for an integrated risk management
framework and has taken appropriate measures to design comprehensive
risk identification and mitigation framework .The internal control
policy is reviewed periodically and realigned to meet the risk
mitigation requirements.
Personnel:
Your Directors would like to place on record and acknowledge the
commitment and dedication on the part of the employees of your Company
at all levels in continuing to contribute to your Company during these
tough times. The Industrial Relations continues to be cordial.
No employee of the Company was in receipt of remuneration over and
above the sum specified under section 217(2A) of the Companies Act,
1956.
Public Deposits:
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
Particulars under section 212 of the Companies Act, 1956:
As required under the provisions of Section 212 of the Companies Act,
1956, a statement containing brief financial details of the Company's
subsidiaries for the financial year ended March 31, 2013 is included in
the Annual Report.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated 8th February 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. The annual accounts of these subsidiaries
and the related detailed information will be made available to any
member of the Company/its subsidiaries seeking such information at any
point of time and are also available for inspection by any member of
the Company/its subsidiaries at the registered office of the Company.
The annual accounts of the said subsidiaries will also be available for
inspection, as above, at the head offices/registered offices of the
respective subsidiary companies. The Company shall furnish a copy of
details of annual accounts of subsidiaries to any member on demand.
Acknowledgement
Your Directors would like to place on record their sincere thanks to
the Company's suppliers, contractors, clients, shareholders, auditors
and bankers and other acquaintances for their continued support during
the year and look forward to their continued support in the future.
For and on Behalf of the Board
Place: Chennai
Date: 31/05/2013 Mr. R. Sriram
Managing Director | 