BOARD'S REPORT Your Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the period ended 31 March 2015 DIVIDEND The Company has not declared any dividend for the period. FIXED DEPOSIT The Company has neither accepted nor renewed any deposits during the period under review. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT No material changes and commitments affecting the. financial position of the Company occurred between the period to which this financial statement relates and the date of this report. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company has not adopted any Risk Management Policy as per the Clause 49(VI)(c) of the listing agreement since it is not mandatory for companies having paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding Rs. 25 Crore as on the last day of the previous financial year. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The said provisions of Corporate Social Responsibility are not applicable to the Company for the current period. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The Company has not given loans, guarantees or made investments which are covered by section 186 of the companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The Company has not entered into any contracts or agreements with related parties during the period ended 31 March 2015 under review EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS With regard to the Auditors observation on erosion of networth, the Company has brought in a new investor who has infused funds into the company for settling the dues of secured and unsecured creditors and to restart the operations after approval of the Draft Rehabilation Scheme (DRS) by BIFR. The delayed remittances of Provident Fund dues was due to severe liquidity constraints of the company, the applicable penal charges and interest have been settled in full.There were certain disputes about ESI dues which are resolved now and the dues have been settled during the current period. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is uploaded in the website of the company in the links, <http://www.indiaradiators.com/files/Criteria%20for%20lndependent%20Director%20appointment.pdf> The Remuneration policy also forms part of the Corporate Governance report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had Six Board meetings (excluding adjourned meeting) during the period under review. Details of the same are given in the Corporate Governance Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT FUTURE OUTLOOK The Company has now submitted a fresh revival plan with the funds provided by the new investor. The secured creditors and other liabilities have been settled as on date. The Company is awaiting sanction of the revival scheme from BIFR to restart the operations. OPPORTUNITIES AND THREATS Even though Indian economy is experiencing a slow growth phase, the long term prospects for Automobile industry continues to be attractive. The company has identified new investor to infuse funds and with vast experience in dealing with Original Equipment Manufacturers (OEM) the company will find it advantageous to deal with the customers for revival of operations of the company. RISKS & CONCERNS Erratic power supply will affect the manufacturing operations. Delay in sanction of Draft Revival Scheme (DRS) by BIFR will delay the revival process of the company. DIRECTORS'RESPONSIBILITY STATEMENT In accordance with the provisions of section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:- a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 period and of the profit and loss of the company for the period ended 31 March 2015; 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 directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company's policies, the safeguarding of its 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 f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS The Company's Board comprises of the following directors at present: Mr. T Govindarajan Mr. B Narendran Mr. EN Rangaswami Ms. Rita Chandrasekar Mr. K Nadanasundaram At the Board Meeting held on 29 May 2015 Mr. B Narendran and Mr. T Govindarajan have been appointed as independent Directors of the Company for a period of five years under Section 149 of the Companies Act, 2013 (the new Act). As perthe provisions of the new Act, their appointment is to be approved by the shareholders in the general meeting and hence the same is proposed to be considered at the ensuing AGM. Ms. Rita Chandrasekar was appointed as an Additional Director and as an independent director for a period of five years with effect from 29 May 2015.The appointment is subject to the approval of the shareholders in the ensuing Annual General Meeting. Mr. E N Rangaswami was appointed as an additional Non-independent Director in the Board meeting held on 28 May 2014. Mr. G Raja who was appointed as a Director in the Board on 28 April 2000 resigned from the Board with effect from 06 February 2015. The company places on record the invaluable contributions made by the outgoing Director. COMMITTEES OF THE BOARD Currently, the Board has three Committees: 1. Audit Committee 2. Nomination & Remuneration Committee 3. Stakeholders Relationship Committee A detailed note on board and its committees is provided in the Corporate Governance Report. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013, so as to qualify themselves for the continuance / appointment as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. AUDITORS M/s. Venkatesh &Co, Chartered Accountants were appointed as the Statutory Auditors of the Company through Postal Ballot to hold office till the conclusion of the 65th AGM.They have.to be appointed for a further period of Four years in the first term of five years at the ensuing AGM. The company has received a certificate from the Auditors to the effect that if they are appointed, it would be in accordance with the provision of Section 141 of Companies Act, 2013. SECRETARIAL AUDIT REPORT The Company has appointed Mr. R Kannan, Company Secretary in Practice to undertake the Secretarial Audit for the period ended 31 March 2015. The Report of the Secretarial Audit Report is annexed to this report CORPORATE GOVERNANCE A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. The requisite certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND WHISTLE BLOWER POLICY The Audit Committee as on 31 March 2015 consists of three Directors: Mr.T Govindarajan - Independent Director Mr. B Narendran - Independent Director Mr. E N Rangaswami - Non- Independent Director The Company's paid up capital is less than Rs. 10 Crore and networth is less than Rs. 25 Crore and hence adoption of Whistle Blower Policy is not mandatory. SHARES The Company has not bought back any of its shares during the period under review. The Company also has not issued any Sweat Equity Shares, Bonus Shares or Stock Option Scheme during the period under review. ANNUAL RETURN The extracts of Annual Return in Form MGT 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this report. PARTICULARS OF EMPLOYEES The Company has no Employees whose salary exceeds the limits as prescribed under Rule(5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014. AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY. Company is adopting remuneration guidelines for fixing the remuneration of the Officers / Executives as per the remuneration policy. ACKNOWLEDGEMENT Your Directors express their grateful thanks for the assistance, co-operation and support extended to the Company by Promoters, shareholders and the bankers for their continued support. The Directors also place on record their appreciation of the good work put in by the employees of the company. For and on behalf of the Board E.N. Rangaswami (DIN: 06463753) Director K Nadanasundaram (DIN: 02135505) Whole-time Director Place :Chennai Date: 23 July 2015 |