| The Board of Directors of your company presents their 27th Annual
Report together with the audited accounts for the financial year ended
31st March 2015.
FINANCIAL RESULTS
Year ended Year ended
31.03.2015 31.03.2014
(Rs) (Rs)
Sales and other Income 189,773,472 165,149,751
Profit before interest and Depreciation 10,409,198 11,666,823
Interest -- --
Profit before depreciation 10,409,198 11,666,823
Depreciation 2,927,146 1,310,192
Profit before taxation and exceptional item 7,482,052 10,356,630
Exceptional item -- --
Profit before taxation after exceptional item 7,482,052 10,356,630
Provision for taxation
- Current tax 2,400,000 2,553,000
- Deferred tax 84,504 33,126
Profit / (Loss) after taxation and exceptional
item 4,997,548 7,770,504
PERFORMANCE OF THE COMPANY
The Sales and other income during the year had considerably increased
to Rs. 189.77 million compared to Rs. 165.15 million during the year ended
2014. Your company is proud to present much better result due to
introduction of various cost cutting measures, productivity enhancement
measures and scrap generation control measures.
Your company is also proud to present the financial figures without
obtaining any debt waivers or otherwise, from its parent group to
prepare the accounts on Going Concern basis, which was otherwise,
customary practice in past. This itself will be proving the efficiency,
effectiveness and pro-active commitment of the present management. The
present management is confident of moving further forward to convert
the company into profitable position.
AUDITOR'S QUALIFICATION
It is our pleasure to inform all the August Members that your auditors
have not qualified any transaction. Your auditors have prepared and
presented the accounts of the company as "Going Concern". The Leave
Encashment and Gratuity Liability in respect of the employees of the
company have been made on the basis of Actuarial Valuation as mandated
under Accounting Standard AS 15.
HOLDING COMPANY DETAILS
Your Company is a Subsidiary of M/s. Gunther America Inc. which holds
61.22% of Equity shares in your company. Your Company doesn't have any
subsidiary company.
MANAGEMENT DISCUSSION AND ANALYSIS
The details pertaining to the Management Discussion and Analysis have
been given as Annexure A to this Report.
FUTURE PROSPECTS/FINANCIAL POSITION
Your company has broken even and made profit. Your company continues to
focus on the current good work being done on operational side, cost
cutting measures and increasing the productivity. Your company is
contemplating on adding new products in the product department
proximity (sensor). Your company is also working out various measures
to upgrade the machineries and equipment by adopting itself to latest
technologies.
MANUFACTURING FACILITIES IN YOUR COMPANY
The company is into the manufacturing of Electronic components Reed
Switches, Proximity Sensors, Ball Switches, etc.
In this regard the specialist machineries like automatic sealing
machines called as Badalex and Semi-Automatic Sealing machines, Bihler
Press, automatic and manual Plating line besides ancillary equipments
are used in various process departments.
RESEARCH & DEVELOPMENT
No major Research and development activities are carried out. However,
a little Research & Development is being done in the Badalex and Semi
automatic department to keep pace with technological up-gradation.
INFORMATION SYSTEMS
Your Company has adequate and proper information systems in place and
it has taken proper measures to safeguard all electronic data and
information to the best possible level it can.
BUSINESS RESPONSIBILITY REPORT
The details pertaining to Business Responsibility have been given in
Annexure B to this Report.
DEPOSITS
The Company has neither invited nor accepted any deposits during the
year.
DIRECTORS
Pursuant to provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Robert P. Romano retires by rotation at
the ensuing Annual General Meeting.
Pursuant to provisions of Companies Act, 2013 and Articles of
Association of the Company, Ms. Mary Patricia Galasso retires at the
ensuing AGM.
Pursuant to provisions of Companies Act, 2013 and Articles of
Association of the Company, Mr. A.Jeyaganesan Muthiah retires at the
ensuing AGM.
Further, Mr. P. Ramesh- Managing Director having already completed his
1st Term of Appointment offers himself for reappointment as Managing
Director of the Company for another term of 5 years being eligible for
the same.
KEY MANAGERIAL PERSONNEL
Your Company has Mr. P. Ramesh, Managing Director in the category of
Key Managerial Personnel as mandated by the provisions of Section 203
of the Companies Act, 2013. The Company is taking sincere efforts to
appoint Whole Time Company Secretary and Chief Financial Officer to
comply with the said provisions of the Act at the earliest, provided
always subject to financial viability of your company. It will not be
out of place to mention herein that company is literally reeling under
financial stress. The company is not able to manage / ensure meticulous
compliance of listing agreement due to financial constraints. That is
the reason for your company to bring in the option of de-listing the
equity shares of the company from Bombay stock exchange.
SECRETARIAL AUDIT REPORT
Your Company has appointed Ms. U. Veena Iyer, Company Secretary in
Whole Time Practice vide Board Resolution as Secretarial Auditor of the
Company to give Secretarial Audit Report for FY 2014-15. As per the
provisions of section 204 of the Companies Act, 2013, the Secretarial
Audit Report from Ms.U. Veen Iyer, Practicing Company Secretary has
been obtained and the same is attached as Annexure F to this report.
STATUTORY AUDITORS
Statutory Auditors of the Company, M/s. M.L.Srinivasan & Associates,
Chartered Accountants reappointment for FY 2015-16 is to be ratified at
this Annual General Meeting as per the provisions of section 139 of the
Companies Act, 2013. A certificate from the Auditors has been received
to the effect that their Re-appointment, if made, would be within the
prescribed limits.
COST AUDITOR
Your Company has appointed Mr.CMA.John D. Nevin as Cost Auditor of the
Company under the provisions of the Companies Act, 2013 for FY
2014-15.They are required to submit the report to the Central
Government within 180 days from the end of the accounting year.
AUDIT COMMITTEE
The Audit Committee of your company consisted of 02 Directors as at
31st March, 2015.
The Committee has reviewed the Accounts for the year ended March 31,
2015. The members of the Audit Committee are Mr. John D Rollo and Mr.
P.Ramesh.
POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE
Your Company is committed to creating and maintaining an atmosphere in
which employees can work together without fear of sexual harassment,
exploitation or intimidation. As required under the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ('Act'), your Company has constituted an Internal
Complaints Committee. No complaints were received by the committee
during the year under review. Since the number of complaints filed
during the year was NIL, the Committee prepared a NIL complaints
report. This is in compliance with section 22 of the Act.
PERSONNEL
The industrial relations continued to remain cordial throughout the
period.
DEPOSITORY SYSTEM
To facilitate the dematerialization of shares your company has
appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic
Share Transfer Agent for providing electronic connectivity with
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. M/s.Cameo Corporate Services Limited, Chennai is handling
the dematerialization of shares and share transfers - both electronic
and physical.
LISTING WITH STOCK EXCHANGES
Your company's shares are listed in BSE Ltd. (Bombay Stock
Exchange).The listing continued throughout the year and the listing
fees due to date have been paid.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134 of the Companies
Act, 2013, the Directors confirm that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any;
b) The Directors had selected such accounting policies and have 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 the Profit of the
Company for the year.
c) The Directors had taken proper and sufficient care 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.
d) The Annual Accounts have been prepared on a 'Going Concern' basis.
e) That the proper policies and procedures have been adopted for
ensuring the orderly and efficient conduct of its business, including
adherence to code of conduct and policies, the safeguarding of assets,
the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of
reliable financial information and that such policies and procedures
are adequate and were operating effectively.
f) That proper systems are in place to ensure compliance of all laws
applicable to the Company and that such systems are adequate and
operating effectively.
CORPORATE GOVERNANCE
As required by the existing clause 49 of the Listing Agreements with
the Stock Exchanges, a detailed report on Corporate Governance is
included in the Annual Report. The Auditors have certified the
Company's compliance of the requirements of Corporate Governance in
terms of clause 49 of the Listing Agreement and the same is annexed to
the Report on Corporate Governance.
DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013
Pursuant to section 134 and any other applicable section of the
Companies Act, 2013 (the Act), following disclosures and information is
furnished to the shareholders:
(a) Conservation of Energy, Technology absorption and Foreign Exchange
Earnings and Outgo 'Annexure C' to this Report gives information in
respect of Conservation of Energy, Technology absorption and Foreign
Exchange Earnings and Outgo, required under Section 134(3)(m) of the
Companies Act, 2013, and forms a part of the Board's Report.
(b) Annual return
The extracts of the annual return as provided under sub section (3) of
Section 92 of the Act is given in Form No. MGT 9 as 'Annexure D',
attached and forms a part of this report.
(c) Board meetings
The Board of Directors of your Company met 09 times during the year
under review. The details of Board meetings and the attendance of the
Directors are provided in the Corporate Governance Report.
(d) Loans, Guarantees & Investments
Your Company has not lent any loan or made any investments or given any
guarantees to any other entity/ body corporate. As such no disclosure
is required to be made in this Report and also in the relevant
Registers.
(e) Related Party Transactions
All related party transactions entered into by your Company during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company. Prior approval of
the Audit Committee was obtained for those transactions. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Attention of members is also drawn to the disclosure of transactions
with related parties set out in Notes to Accounts in the Independent
Auditors' Report forming part of the Annual Report. None of the
Directors has any pecuniary relationships or transactions vis-…-vis the
Company.
(f) Particulars of Employees:
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been appended as Annexure E to this Report. The information
required pursuant to Section 197 of the Companies Act read with Rule
5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of your
Company is available for inspection by the members at registered office
of the Company during business hours on working days up to the date of
the ensuing Annual General Meeting. If any member is interested in
obtaining a copy thereof, such member may write to the Compliance
Officer, whereupon a copy would be sent.
(g) Risk Management
Your Company had formed a Risk Management Committee consisting of the
Managing Director and other 2 Directors. The Committee identifies,
evaluate business risks and opportunities. This Committee has
formulated and implemented a policy on risk management to ensure that
the company's reporting system is reliable and that the company
complies with relevant laws and regulations. The Board of Directors of
your Company are of the opinion that, at present, there are no elements
of risks which may threaten the existence of the Company.
Your Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any.
(h) Nomination & Remuneration Policy for Senior Management
The details relating to ratio of the remuneration of each director to
the median remuneration of the employees of the Company for the
financial year 2014-15 is given in 'Annexure E' attached and forms part
of this Report.
(i) Financials
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year to which the financial statement relates and the date of
the report.
There are no qualifications, reservations or adverse remarks in the
Auditors Report.
With respect to the qualifications made in the Secretarial Audit Report
for the financial year 2014- 15, the Board wishes to offer the
following clarifications with respect to each qualification
1. With respect to Appointment of Women Director, the company was
under legal advice that it is not bound to have woman director as per
the law. Accordingly company has replied vide its letter dated
25/03/2015 &15/04/2015 to Bombay Stock Exchange and letter dated
13/07/2015 to Registrar of Companies, Chennai.
Nevertheless, a woman director had been appointed on 17.06.2015
2. With respect to Appointment of Key Managerial Personnel, i.e.
appointment of whole time Company Secretary and a Chartered Accountant
as Chief Financial Officer, the Company is and has been on its best
possible efforts to appoint them, subject to the financial viability of
the company. However, as there are lot of practical difficulties in
scouting for a candidate with suitable qualifications, experience and
financial constraints faced by the company to offer to the proposed
candidates, the appointment is yet to be made. However, the Board
assures that this issue will be resolved at the earliest.
ACKNOWLEDGEMENT
The directors thank authorities of Madras Export Processing Zone,
Reserve Bank of India, State Bank of India, HDFC Bank for the guidance
and assistance rendered to the company and the employees for their
effort and co-operation.
For and on behalf of the Board
Place : Chennai JOHN D.ROLLO
Date : 24th July 2015 Chairman |