| Dear Members,
The Directors have pleasure in presenting their report along with the
Audited Accounts for the year ended March 31, 2015 :
Financial Results : (Rs. in lakhs)
For the For the
financial financial
PARTICULARS year ended year ended
31-03-2015 31-03-2014
Net Sales / Job Work 0.00 0.00
Other Income 0.00 4.39
Total expenses before Interest 0.43 5.25
and Depreciation
Gross Profit / (Loss) (0.43) (0.86)
Interest & Finance Charges 0.00 0.00
Depreciation 0.00 0.00
Net Profit / (Loss) (0.43) (0.86)
Paid-up Share Capital 2150 00 2150.00
Reserves & Surplus (1838.39) (1837.96)
Appropriations:
(Loss) transferred to Balance (0.43) (0.86)
Sheet
1. Status of Company's Operation:
The Company proposes to take steps at appropriate time to revive the
business of the Company
2. State of Company's Affairs :
The erosion of net worth continues to be more than 50% and hence the
Company reports the fact of such erosion to Board for Industrial and
Financial Reconstruction, under Section 23 of Sick Industrial Companies
Act.
3. Meetings of the Board
The Board meets regularly to discuss and decide on various matters as
required. During the year, Five Board Meetings were convened and held,
4. Audit Committee
The Audit Committee of the Board (ACB) comprises of Mr. K. Subburaj, Mr
S Kanagaraj and Mr K Aravind as Members
5. Nomination and Remuneration Policy
The Nomination and Remuneration Committee of the Board (NRCB) comprises
of Mr. K. Subburaj, Mr. S. Kanagaraj and Mr. K. Aravind as Members. The
Company has no business operations and there are no employees in the
Company and the Directors do not receive any remuneration however the
Nomination and Remuneration Policy deals with the criteria for
appointment of Directors and the criteria for evaluation of performance
of Directors.
6. Corporate Social Responsibility
The Company does not come under the purview of Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules and hence the provisions relating to
Corporate Social Responsibility is not applicable to the Company
7. Finance. Fresh facilities will be obtained for the diversified
business when required.
8 Details of Directors and Key Managerial Personnel:
Mr. K. Aravind was appointed as an Additional Director of the Company
with effect from 2nd June, 2015. The Company has received notice from a
member of the Company for appointment of Mr. K. Aravind as a Director
of the Company and his appointment forms part of the Notice of the
ensuing Annual General Meeting of the Company. Mr. K. Subburaj,
Director, (DIN: 00292869), retiring by rotation at this meeting and
being eligible, offer himself for re-appointment. The above
appointment/ reappointments are included as items for the General
meeting for sanction from members. No Director of the company is
disqualified under Section 164 (2) of the Companies Act, 2013 from
being reappointed as Director of the Company. Mr. T. S. Prabhu Rajan
has resigned from the Board of the Company with effect from 1st
December, 2014 and Mr. V. Bharathi has resigned from the Board of the
Company with effect from 2nd June, 2015. The Board places on record
their valuable contributions to the Company during their tenure as
Directors. Mr. K Maheswaran resigned as Company Secretary with effect
from 2nd February, 2015.
9. Particulars of Loans, Guarantees or Investments
The Company has not granted any loan or guarantee or made any
investment covered under Section 186 of the Companies Act, 2013, during
the year.
10. Corporate Governance:
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance stipulated under the aforesaid
Clause 49 is attached to the Report on Corporate Governance.
11. Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
12. Auditors:
The Members of the Company at their 24th Annual General Meeting held on
30th September, 2014 had appointed M/s. Sivaswamy and Kumar, Chartered
Accountants, Tiruchirapalli (Firm Registration No. 012929S) as
Statutory Auditors of the Company for the financial years 2014-15 to
2018-19. Pursuant to Section 139 of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, the appointment of Statutory
Auditors is to be ratified by the members at every Annual General
Meeting. Members are requested to ratify the appointment of M/s.
Sivaswamy and Kumar, Chartered Accountants, Tiruchirapalli, as
Statutory Auditors of the Company for the financial year 2015-16. The
Company has received letters from M/s. Sivaswamy and Kumar, Chartered
Accountants, to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 141 (3)(g) of the Companies
Act, 2013 and that they are not disqualified for re-appointment.
13. Deposits:
The Company has not accepted any deposit from the public falling within
the ambit of Section 73 of The Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
14. Related Party Transactions
There are no materially significant related party transactions made by
the Company which may have a potential conflict with the interest of
the Company.
15. Statutory Information:
The Company has no business operations and hence Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules
relating to particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo is not applicable.
There are no material changes and commitments affecting the financial
position of the Company which have occurred between end of the
financial year of the Company to which the Balance Sheet relates and
the date of this Report.
16. Vigil Mechanism
The Company has established a Vigil Mechanism pursuant to Section
177(9) of the Companies Act, 2013, read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, to promote reporting of any
unethical or improper practice or violation of the Company's Code of
Conduct. Pursuant to this mechanism a person can report or send a
written complaint to the Chairman of the Audit Committee. The
confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice.
17. Annual Evaluation by the Board
The Board has carried out an annual evaluation of its own performance,
performance of Committees of the Board and individual Directors. The
evaluation framework for assessing the performance of the Board,
Committees and Directors comprises of the following key areas:
a. Attendance at Board Meetings and Committee Meetings by the
Directors;
b. Active participation on discussion on Agenda items;
c. Quality of contribution and deliberations towards growth of the
Company, guidance to the Management; and
d. Commitment to shareholders interests.
18. Secretarial Audit
In accordance with the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. P. O. R. Arvinth,
Practicing Company Secretary. Tiruchirapalli, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as Annexure -1 forming part of this report.
19. Particulars of Employees
The Company has no business operations and there are no employees in
the Company and the Directors do not receive any remuneration and hence
Section 197 of the Companies Act, 2013, read with the Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules
does not apply.
20. Details of Significant and Material Orders
There are no significant or material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's
operations in future.
21. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9 is given as Annexure II forming part of this report.
22. Disclosure - Anti Sexual Harassment Policy
The Company does not have any woman employee whether permanent,
contractual, temporary or trainees in its roles. Hence the necessity
to form Internal Complaints Committee under the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013 does not arise.
23. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
a) that the applicable accounting standards have been followed along
with proper explanation relating to material departures in the
preparation of Annual Accounts for the financial year ended 31st March,
2015;
b) that such Accounting Policies have been selected and applied
consistently and judgments and estimates made 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 2014-15 and of the Loss of
the Company for the year under review;
c) that proper care has been taken for maintenance of accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the Annual Accounts of the Company for the financial year ended
31st March, 2015 have been prepared on a going concern basis.
e) The Company has adequate internal financial controls, commensurate
with the size of the Company and the nature of its business
24. Acknowledgement:
Your Directors are pleased to place on record their appreciation and
gratitude for the co-operation received from various departments of the
Central and State Government and their agencies. Your Directors wish to
thank the Shareholders for the confidence reposed by them.
For and on behalf of the Board of Directors
Place ; Tiruchirapalli S. Kanagaraj
Date : 29th August, 2015 Managing Director | 