| Dear Members,
Performance / Operations
The Directors have pleasure in presenting the 37th Annual Report of
the Company, together with financial statements, for the year ended
31st March, 2015.
Financial Results
2014 - 2015 2013 - 2014
Part'culars (Rs. Lakhs) (rs Lakhs)
Revenue from Operation 246.26 131.93
Profit / (Loss) before
depreciation and taxation (62.00) (142.12)
Depreciation 40.33 76.78
Profit / (Loss) Before Taxation (102.33) (218.90)
Net Profit / Loss) (102.33) (218.90)
Performance
During the year under review, your company achieved a sales turnover of
Rs.105.00 Lakhs compared to sales turnover of Rs.44.00 Lakhs achieved
in the previous year. The Company made cash loss of Rs.62.00 Lakhs for
the financial year as against cash loss of Rs.142.12 Lakhs in the
previous year. The Company has to keep the activities at low level in
order to reduce the loss.
Dividend
The Company incurred loss in the financial year. In view of this and
the accumulated loss, your directors are unable to recommend any
dividend for the year.
Prospects
Our Company is currently involved in trading activity and conversion of
yarn. Recently some of the existing buildings have been leased out to
generate income out of non operational assets. Your Company will
explore to optimize the operations to improve the revenue and profits.
Fund Raising
Equity - Nil
Debt
During the year, your Company has obtained Secured Loan to the tune of
Rs. 5.50 Crore from M/s ICICI Home Finance Company Limited. The Company
has repaid Rs. 266.76 Crore.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, No employees are
drawing remuneration in excess of the limits set out in the said Rules.
Corporate Governance
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement. All the
Directors have affirmed in writing their compliance with and adherence
to the Code of Conduct adopted by the Company.
The details of the Code of Conduct are furnished in the Corporate
Governance Report attached as Annexure-B to this Report. The Managing
Director has given a Certificate of compliance with the Code of
Conduct, which forms part of Annexure-B, as required under Clause 49 of
the Listing Agreement.
The Statutory Auditors of the Company have examined the requirements of
Corporate Governance with reference to Clause 49 of the Listing
Agreement and have certified the compliance, as required under Clause
49 of the Listing Agreement. The Certificate in this regard is attached
as Annexure-C to this Report.
The Managing Director / Chief Financial Officer (CEO/CFO) certification
as required under Clause 41 of the Listing Agreement is attached as
Annexure-D to this Report.
Directors and Key Managerial Personnel
The designation of Mr. R. Jagadeesan, has been changed from Chairman
Cum Managing Director to Managing Director w.e.f 11.03.2015.
During the year under review, Ms.Malathi Jagadeesan, Non-Executive
Director, retires by rotation at the forthcoming Annual General
Meeting, and being eligible offers herself for re-appointment.
Mr.Ashok P Shah and Mr. M. Pugazendhi have been reappointed as
Independent Directors for a term of five years from 11.03.2015 to
31.08.2019 on non-rotational basis.
The Reappointment of Mr.Ashok P Shah and Mr. M. Pugazendhi as
independent directors and change in designation of Mr. R. Jagadeesan
from Chairman cum Managing Director to Managing director have been
passed through postal ballot/e-voting w.e.f 11.03.2015.
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(7) of the
Companies Act, 2013 and that there is no change in their status of
Independence.
Mr.R. Jagadeesan, Managing Director is the "Key Managerial
Personnel" of the Company pursuant to Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Auditors
M/s. Sanakaran & Krishnan, Chartered Accountants (Firm Regn.
No.003582S) retire at the close of this Annual General Meeting and are
eligible for appointment. The Company has received confirmation from
M/s. Sanakaran & Krishnan, Chartered Accountants regarding their
consent and eligibility under Sections 139 and 141 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 for
appointment as the Auditors of the Company.
As required under Clause 41 of the Listing Agreement, the Auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
The Audit Committee and the Board of Directors have recommended the
appointment of the Auditors for the financial year 2015-16. The
necessary resolution is being placed before the shareholders for
approval.
Cost Auditor
Appointment of Cost Auditor is not applicable to our Company.
Compliance under Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, your Company complied with the
compliance requirements and the detail of compliances under Companies
Act, 2013 are enumerated below:
Extract of Annual Return
An extract of Annual Return in Form MGT-9 as on March 31,2015 is
attached as Annexure-G to this Report.
Board Meetings held during the year
During the year, 10 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is attached as Annexure-B to this Report.
DirectorsRs. Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a) in the preparation of the annual financial statements for the year
ended March 31,2015, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
b) for the financial year ended March 31, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss
of the Company for the year ended March 31, 2015.
c) that 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.
d) the annual financial statements have been prepared on a going
concern basis.
e) that proper internal financial controls were followed by the Company
and that such internal financial controls are adequate and were
operating effectively.
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
Remuneration Policy of the Company
The Remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been provided in the Corporate Governance
Report which is attached as Annexure-B to this Report.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
Mr. K N Subramanian, Proprietor, M/s K N Subramanian & Co., Company
Secretaries in Practice, Coimbatore to conduct the Secretarial Audit of
the Company for the financial year ended March 31st, 2015. The
Secretarial Audit Report (in Form MR-3) is attached as Annexure-F to
this Report.
Particulars of loans, guarantees or investments under Section 186 of
the Companies Act, 2013
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
financial statements.
Related Party Transactions
There were no Transactions with related parties during the financial
year 2014-2015.
Corporate Social Responsibility - Not Applicable Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Independent Directors at their meeting without
the participation of the Non-independent Directors,
considered/evaluated the Boards' performance & Performance of the
Managing Director.
The criteria for performance evaluation have been detailed in the
Corporate Governance Report which is attached as Annexure-B to this
Report.
Vigil Mechanism/ Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted
on the website of the Company.
This Policy inter-alia provides a direct access to the Chairman of the
Audit Committee. Your Company hereby affirms that no Director/ employee
has been denied access to the Chairman of the Audit Committee and that
no complaints were received during the year.
Brief details about the policy are provided in the Corporate Governance
Report attached as Annexure-B to this Report.
Deposits
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
Significant and Material Orders Passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
Internal Control Systems and their Adequacy
Details of the same are provided in the Management Discussion and
Analysis Report attached as Annexure-E to this Report.
Research and Development, Conservation of Energy, Technology
Absorption, Foreign Ex- change Earnings and Outgo - Annexure A
Acknowledgement
The Directors wish to express their appreciation for the continued
co-operation of the Central and State Governments, bankers, financial
institutions, customers, dealers and suppliers and also the valuable
assistance and advice received from all the shareholders. The Directors
also wish to thank all the employees for their contribution, support
and continued co-operation throughout the year.
By Order of the Board of Directors
R. Jagadeesan Malathi Jagadeesan
Managing Director Director
DIN 01153985 DIN 00153952
Salem
15th July 2015
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