The Directors have pleasure in presenting before the Annual Report of
the Company together with the Audited Statements of Accounts for the
year ended 31 st March, 2015.
S.No. CONTENTS OF THE REPORT
1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: [INSERT AS
PER INFORMATION FROM THE COMPANY]:
(Rs. in lakhs)
Particulars 2014-2015 2013-14
Gross Income 110.95 124.31
Profit Before Interest and Depreciation 65.95 54.79
Finance Charges 0.01 1.41
Gross Profit 65.94 53.37
Provision for Depreciation 20.66 20.14
Net Profit Before Tax 45.28 33.23
Provision for Tax 8.30 10.72
Net Profit After Tax 36.98 22.51
Surplus carried to Balance Sheet 36.98 22.51
General Information about the Company, the Board''s perception of future
of the company considering market competition, production constraints,
government polices etc., Major events concerning the company are to be
2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT, that affect the
substance and figures given in the Statement
3 Change in the Nature of Business, if any,
During the year under review, the Company has surrendered its NBFC
Licence to RBI. The Company intends it pursue its other main objects.
The board recommends to declare a dividend at 5% for the year under
5 BOARD MEETINGS:
The Board of Directors duly met 4 times during this financial year on
6 DIRECTORS AND KEY MANANGERIAL PERSONNEL:
Details about the Appointment, Re-appointment, Change in Designation,
Resignation of Directors (along with fact of resignation), Managing
Directors, Whole Time Directors, KMP, Independent Directors.
Disclosure U/s.149(10) on Appointment of Independent directors for the
second term by way of special resolution.
During the year Promoter Director Mr. Teckchand Hoondamal Vaswani &
Independent Director Mr.J.Viswanathan have expired. & Mrs, Muthulakshmi
Ganesh was appointed as a Director.
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL
The declaration from each Independent Director of the Company under
Section 149(7) of the Companies Act, 2013 is enclosed. ANNEXURE I
8 COMPOSITION OF AUDIT COMMITTEE
Audit Committee consists of the following Independent Directors
Whistle Blower policy: The Company has a whistle blower mechanism
wherein the employees are free to report violation of laws, rules,
regulations or unethical conduct to their immediate superiors or such
other person as may be notified from time to time by the management.
The confidentiality of those reporting violations shall be maintained
and they shall not be subjected to any discriminatory practices. No
person had been denied access to the Audit Committee.
10. DIRECTOR''S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) 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 profit for company
for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES/ ASSOCIATES/JV
The company has no Subsidiary / Joint Venture / Associate.
12 EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) oftheCompaniesAct,2013 and Rule
12( 1) of the Companies (Management and Administration) Rules, 2014, an
extract of annual return in MGT 9 as a part of this Annual Report
(FORMAT IN ANNEXURE II)
The Auditors, M/s R.Bhaskar & Co, Chartered Accountants, D.C.Towers, No.
17,3rd Floor, F 37 & 38, Second Avenue, Anna Nagar, Chennai - 600 102
retire at the ensuing Annual General Meeting and, being eligible, offer
themselves for reappointment. As per the provisions of the Companies
Act, 2013, the Auditors could be appointed for a period of One year from
the conclusion of this Annual General Meeting till the conclusion of AGM
to be held on 2016.
14 SECRETARIAL AUDIT: Secretarial audit report as provided by Mr.
G.Porselvam Practising Company Secretary is enclosed to this Report as
15 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
(A) Conservation of energy: NIL
(B) Technology absorption: NIL
(C) Foreign exchange earnings and Outgo NIL
16 DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The company has not Accepted / renewed any deposits during the year.
17 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not made any Application /Petition to any of the
Regulators during the year under Review, except that the Company has
submitted its Draft Scheme of De-Merger to the BSE, which is under
18 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has adequate Internal Control System.
19 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company does not have any:
SECURED LOANS: NIL UNSECURED LOANS: NIL CURRENT/NON-CURRENT
INVESTMENTS: NIL GUARANTEES: NIL SECURITIES EXTENDED: NIL
20 RISK MANAGEMENT POLICY:
The company has framed Risk Management policy
21 CORPORATE SOCIAL RESPONSIBILITY POLICY:
The present Net worth / turnover of the company do not require
compliance with CSR
22 RELATED PARTY TRANS ACTIONS: NIL
23 FORMAL ANNUAL EVALUATION:
Statement about the manner in which the formal evaluation made by the
Board of its own performance and that of its committees and individual
The company is regularly adopting its Annual Evaluation Process, and
the same is being considered by the board.
24 Disclosure about Cost Audit
Applicability of Cost Auditor dose not arise.
25 LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015- 2016 to BSE and BSE is the designated stock exchange where
the shares of the company are listed.
26 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Company has taken adequate steps to adhere to all the stipulations laid
down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report (ANNEXURE IV)
Certificate from the Statutory Auditors of the company confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this report.
27 INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY NBFC, HOUSING COMPANIES ETC.
The company has surrendered its NBFC license to RBI during the year and
the disclosure in this regard is not mandated.
28 SECRETARIAL STANDARDS
Standards as was in Force is being adopted