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Switching Technologies Gunther Directors Report, Switching Tech Reports by Directors
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Switching Technologies Gunther

BSE: 517201|ISIN: INE311D01017|SECTOR: Electric Equipment
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Directors Report Year End : Mar '15    Mar 14
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
Source : Dion Global Solutions Limited
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