BOARD'S REPORT Your directors present the thirty eighth annual report together with the audited accounts for the year ended31 March 2016. DIVIDEND Your directors do not recommend any dividend for the year. OPERATIONS During the year under review, the gross income of the Company was at Rs. 6.44 lakhs as against Rs. 16.48 lakhs during the previous year. The Company made a loss of Rs. 22,665/- as against a profit of Rs. 12.47 lakhs during the previous year. DIRECTORS During the year, Mr. Kaushik Banerjee and Ms. Mohana Srinivasan stepped down from the board of the company. The board places on record its deep appreciation for the contributions made by Mr. Banerjee and Ms. Srinivasan to the company as members of the board and its sub-committees during their tenure of office. In accordance with the provisions of Section 152(6) of the Companies Act, 2013 ("the Act") Mr. R Chandrasekar retires by rotation at the ensuing annual general meeting and being eligible, has offered himself for re-appointment. Ms. A Kavitha was appointed as an additional director on 14 January, 2016 and holds office up to the ensuing annual general meeting of the company. Your company has received required notice under the provisions of section 160 of the Act proposing the candidature of Ms. A Kavitha as a director of the company and your board recommends the appointment of Ms. A Kavitha as an independent director for a term as proposed in the notice of the ensuing annual general meeting. DECLARATION FROM INDEPENDENT DIRECTORS The independent directors, Mr. R Surendran and Ms. A Kavitha have submitted a declaration of independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of independence as provided in Section 149(6) of the Act. In the opinion of the board, these independent directors fulfill the conditions specified in the Act and the rules made there under for appointment as IDs and confirm that they are independent of the management. KEY MANAGERIAL PERSONNEL Pursuant to the provisions of section 203 of the Act read with the rules made there under, the following employees were appointed as the key managerial personnel of the company at the board meeting held on 28th March 2016: 1. Mr. R Chandrasekar, Manager 2. Mr. M Gayathri, Chief Financial Officer and 3. Ms. S Sangeetha, Company Secretary DIRECTOR'S RESPONSIBILITY STATEMENT The directors' responsibility statement as required under section 134(5) of the Act, reporting the compliance with accounting standards, is attached and forms part of the board's report. AUDITORS Pursuant to the provisions of Section 139 of the Act and the Rules framed there under, M/s. Shanker Giri and Prabhakar were appointed as the statutory auditors of the company in the annual general meeting held on 28 August, 2014 for a period of 3 years commencing from the closure of the thirty sixth annual general meeting till the closure of the thirty ninth' annual general meeting subject to ratification by members at every AGM. Accordingly, your directors recommend the ratification of their appointment as the statutory auditors of the company from the conclusion of the thirty eighth annual general meeting till the conclusion of the thirty ninth annual general meeting of the company. The statutory auditors have confirmed their eligibility for appointment. SECRETARIAL AUDIT Pursuant to the provisions of the Act and the rules framed there under, the company appointed M/s. R. Sridharan & Associates, company secretaries to undertake the secretarial audit of the company for the financial year 2015-16. The audit report is attached and forms part of this report and does not contain any qualification. INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 The company has no activity relating to the consumption of energy or technology absorption. No foreign currency expenditure was incurred during the year. There were no foreign currency earnings during the year. BOARD MEETINGS During the year ended 31 March, 2016, six meetings of the Board were held i.e. 28 May, 2015, 14 August, 2015, 15 October, 2015, 14 January, 2016, 11 February 2016, and 28 March, 2016. AUDIT COMMITTEE The Audit Committee of the Board comprises Mr. R Surendran, Mr. R Chandrasekar, Ms. A Kavitha as its'members. During the year ended 31 March, 2016, five meetings were held i.e., 28 May, 2015, 14 August, 2015, 15 October, 2015, 11 February, 2016 and 28 March, 2016 NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee comprises Mr. R Surendran, Mr. R Chandrasekar and Ms. A Kavitha as its members. During the year ended 31 March 2016, four meetings were held i.e 28 May, 2015, 14 August, 2015, 14 January, 2016 and 28 March, 2016. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee comprises Mr. R Surendran, Mr. R Chandrasekar and Ms. A Kavitha as its members. Ms. Sangeetha, Company Secretary is the compliance officer. During the year ended 31 March 2016, two meetings were held i.e. 15 October, 2015 and 11 February, 2016. VIGIL MECHANISM / WHISTLE BLOWER POLICY The company has established a whistle blower mechanism which inter alia covers an avenue to raise concerns. The mechanism provides for adequate safeguards against victimisation of directors / employees / customers who avail of the mechanism and also for appointment of an ombudsperson who will deal with the complaints received. PARTICULARS OF EMPLOYEES During the year, there were no employees covered by the provisions of Section 197 (12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. EXTRACT OF ANNUAL RETURN In accordance with section 134(3)(a) of the Act, the extract of the annual return in form MGT-9 is attached and forms part of this report. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations. INTERNAL FINANCIAL CONTROLS Proper internal financial controls have been laid down to be followed by the company with reference to the financial statements and such internal financial controls are adequate and operating effectively. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS No loans, guarantees or investments have been made under section 134(3)(g) of the Act. RELATED PARTY TRANSACTIONS The company has in place a policy on related party transactions as approved by the board and the same is available on the website of the company. There were no related party transactions entered into by the Company during the financial year 2015-16. None of the directors has any pecuniary relationship or transaction vis-à-vis the Company. FORMAL ANNUAL EVALUATION In compliance with the section 134(3)(p) of the Companies Act, 2013 and the Rules made there under, the annual performance evaluation of the Board was carried out during the year under review. REMUNERATION POLICY, CRITERIA FOR BOARD NOMINATION & SENIOR MANAGEMENT APPOINTMENT Pursuant to the provisions of Section 178 of the Act, on recommendation by the Nomination and Remuneration Committee, the Board of directors has framed a remuneration policy relating to the remuneration of the directors, key managerial personnel and other employees. The nomination and remuneration committee has further formulated the criteria for board nomination and senior management appointment including determining qualifications, positive attributes and independence of a director. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview The company is a public limited company incorporated and domiciled in India and has its registered office at Chennai. The shares of the company are listed on BSE Limited. The company has only one class of shares - equity shares of par value Rs.10/- each. The authorised share capital of the Company is Rs. 1 crore and the subscribed and paid up share capital of the company is Rs. 24,40,000/- divided into 2,44,000 shares of Rs.10/- each. Investments The company's investments include Rs. 60.26 lacs in Equity Shares and Rs. 49 lacs in Bank Fixed Deposits. Financial Review During the year under review, the gross income of the Company was at Rs. 6.44 lakhs as against Rs. 16.48 lakhs during the previous year. The Company made a loss of Rs.22,665/- as against the profit of Rs. 12.47 lakhs during the previous year. During the year under review, reserves and surplus was at Rs.91.04 lakhs as against Rs.91.45 lakhs during the previous year. Internal Control Systems The company has a proper and adequate internal control over financial reporting and the statutory auditors of the company have also certified on the existence and operating effectiveness of the internal financial controls as of 31 March 2016. CORPORATE GOVERNANCE As per regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the listed entity having a paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year. Accordingly, the corporate governance report is not applicable to the company as the paid-up equity share capital of the company was Rs.24.40 lakhs and net worth of the company was Rs.1.15 crores as on 31st March 2015. DIRECTORS' RESPONSIBILITY STATEMENT The board of directors have instituted / put in place a framework of internal financial controls and compliance systems, which is reviewed by the management and the relevant board committees, including the audit committee and independently reviewed by the internal, statutory and secretarial auditors. Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from; (ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2016 and of the loss of the Company for the year ended on that date; (iii) they have taken proper and sufficient care 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; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31 st March, 2016 and (vi) proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31 st March, 2016. ACKNOWLEDGEMENT Your directors wish to thank the customers, bankers and other business partners. The directors also thank the staff for their contribution to the company's operations during the year under review. On behalf of the Board R Surendran Chairman Place : Chennai Date : May 25,2016 |