| Dear Members,
The Directors have pleasure in presenting their 40th Annual Report
together with the Audited Accounts for the year ended March 31, 2014.
1. Financial Results:
(Rs. In lakhs)
Particulars Year ended Year ended
31.03.2014 31.03.2013
Turnover 2226.09 2506.65
Profit before interest and depreciation
& Adjustments 58.23 325.17
Interest and Finance Charges 41.24 32.06
Depreciation 49.56 58.57
Profit before Tax (42.48) 166.46
Current Tax after Adjustments 7.69 47.89
Profit after Tax (50.17) 118.57
*In compliance with General Circular no. 08/2014, dt: 4th April, 2014
of the Ministry of Corporate Affairs, Govt. of India, the Board Report
has been prepared in accordance with section 217 of the Companies Act,
1956.
2. Dividend:
In view of Loss, your Directors do not recommend any Dividend on the
equity shares of the Company.
3. Operations:
During the year ended 31st March, 2014, your company's turnover was Rs.
2226.09 (previous year Rs. 2506.65) with a net loss of Rs. 50.17 Lakh
(previous year profit of Rs. 118.57 Lakhs). During the year your
company experienced slow down in off-take from some of the customers
and hence decrease in turnover compared to previous year. Going
forward, the outlook for the current year is also not very encouraging
and Company expects further decrease in revenues.
4. Directors:
Pursuant to the provisions of the Companies Act, 2013, Ms. Jasmine
Sahney Pillai, Director of the Company retires from the Board by
rotation and being eligible offers herself for re-appointment.
5. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement with stock exchange,
Corporate Governance Report and Auditors Certificate regarding the
compliance of the conditions of Corporate Governance are made part of
the Annual Report. The code of conduct for Directors and Senior
Management personnel of the Company, as approved by the Board, has been
affirmed on an annual basis by all the Directors of the Company. The
relevant certification on the various matters specified under paragraph
V of Clause 49 has been certified by the Chairman & Managing Director
and President (Finance) & Company Secretary.
6. Listing Information:
The Company's Shares are presently listed at BSE Ltd., Mumbai and
trading is infrequent. The Listing fee to the Stock Exchange has been
paid up to date. Promoters have offered to buy back the public
shareholding and delist the company from the stock exchange. The
company has intimated to the BSE Limited (BSE) on June 28, 2014 outcome
of the Board meeting for seeking the approval of the public
shareholders of the Company for the Delisting Proposal
by way of postal ballot in accordance with the provisions of section
110 of the Companies Act, 2013 read with rule 22 of Companies
(Management and Administration) Rules, 2014 and SEBI (Delisting of
Equity shares) Regulations, 2009. The Special Resolution has been duly
approved by the requisite majority under the Companies Act, 2013 and as
the number of votes cast by public shareholders in favour of the
Special Resolution being greater than two times of the number of the
votes cast by the public shareholders against the Special Resolution,
the requirement of the proviso to Regulations 8(1) (b) of the Delisting
Regulations is satisfied. Consequently, in terms of the proviso to
Regulation 8(1) (b) of the Delisting Regulations, the Special
Resolution shall be acted upon/given effect to.
7. Director's Responsibility:
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) the directors have 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 profit or
loss of the company for that period under review;
(iii) the directors have ensured that proper and sufficient care is
taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(iv) the annual accounts are prepared on a going concern basis.
8. Public Deposits:
Your Company has not accepted any deposits from the Public.
9. Auditors:
M/s. Venugopal & Chenoy, Chartered Accountants retire at the ensuing
Annual General Meeting and are eligible for re-appointment. The Board
recommends their re-appointment. A certificate from the Auditors have
been received to the effect that their appointment, if made would be
within the limits prescribed under section 224(1)(B) of the Companies
Act, 1956.
10. Particulars of Employees:
During the year under report, no employee throughout the year or part
of the year was in receipt of remuneration upto or in excess of the
sums prescribed under Section 271(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1956.
11. Acknowledgements:
Your Directors take this opportunity to place on record their
appreciation for the co-operation and support extended by Banks,
Financial Institutions and Business Associates.
Your Directors also wish to place on record their appreciation to all
the employees for their sincere and dedicated services rendered to the
Company and are also grateful to all the members of the Company for
reposing continued trust and confidence in the Management of the
Company.
For and on behalf of the Board
Place: Hyderabad B.S.Sahney
Date: 11-08-2014 Chairman & Managing Director
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