| The Directors have pleasure in presenting the Twenty-first Annual
Report together with the Audited Financial Statements for the year
ended 31st March 2015.
FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
For the For the
Particulars year ended year ended
31.03.2015 31.03.2014
Total Income 131.20 1034.96
Expenditure 170.69 806.92
Interest 0.08 1628.70
Depreciation & Exceptional Items 86.78 (679.75)
Profit / (Loss) before Tax (126.35) (720.91)
Tax Expenses (for earlier years) 36.33 (396.32)
Profit / (Loss) after Tax (162.68) (324.59)
Balance brought forward from previous year (18097.24) (17772.65)
Balance carried over (18259.92) (18097.24)
REVIEW OF OPERATIONS AND OUTLOOK
The only business the Company had from Department of Income Tax had
been withdrawn with effect from June 2014. The company does not have
any business at present. All cost cutting methods, including reduction
of staff are implemented and the same will continue till revival. As a
first step towards revival, the Company had since cleared the loan
through One-time Settlement as approved by State Bank of India. Further
efforts to stabilise the company through various possible means are
being explored.
FIXED DEPOSITS
The Company had not accepted any fixed deposits from public during the
year.
TRANSFER TO RESERVES
During the year the Company had accepted the One-time Settlement (OTS)
proposal offered by SBI. The waiver of the principal portion of the
term loan was treated as realised gains resulting from the discharge of
an obligation at less than its carrying amount and the same was
adjusted in capital reserve.
In view of the losses, transfer to General Reserve is not applicable.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend
for the financial year ended 31st March 2015.
DIRECTORS
Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the
ensuing Annual General Meeting and being eligible, he offers himself
for re-election.
During the year, Mrs Kamakshi Shankararaman (DIN: 00215869) was
appointed as an Additional Director pursuant to the provisions of
Section 161 read with Section 149 of the Companies Act, 2013 and she
holds office upto the date of the ensuing Annual General Meeting. The
Board recommends the appointment of Mrs Kamakshi Shankararaman as an
Independent Director not liable to retire by rotation for a period of
five (5) consecutive years from the date of the ensuing AGM. The said
Independent Director fulfills the conditions specified in the Companies
Act, 2013 and the Rules made thereunder.
The Company has received the requisite consent and declarations from
the above director. The Company has also received a notice in writing
from a member along with requisite deposit as required under Section
160 of the Companies Act, 2013 proposing the candidature of Mrs
Kamakshi Shankararaman for the office of Director of the Company.
Brief resume of the Director, nature of expertise and names of
Companies in which she holds directorship and membership / chairmanship
in Board / Committees as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges are provided in the Annexure to the
Notice convening the Annual General Meeting.
BOARD MEETINGS
The Board met 5 times during the financial year, the details of which
are given in the Corporate Governance Report.
STATUTORY AUDITORS
Messrs. Gopikumar Associates (Firm Registration No.000981S), Chartered
Accountants, Chennai were appointed as the statutory auditors of the
company at the AGM held on 30.9.2014 for a period of 3 years till the
conclusion of 23rd Annual General Meeting subject to ratification by
the members every year. The Auditors have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and the Rules framed
thereunder for the continuation of their term.
The Notes on Financial Statements referred to in the Auditors' Report
are self explanatory and do not call for any further comments. The
Auditors' Report on the financial statements of the company for the
year under review does not contain any qualification, reservation or
adverse remark.
SUSIDIARIES
The erstwhile wholly owned overseas subsidiaries of the Company were
either liquidated or under liquidation with appropriate statutory
authorities in respective countries.
HUMAN RESOURCES
In the current scenario of the company human resources have been kept
at minimum which does not warrant an elaborate policy on HR. However,
HR issues are carefully addressed on need basis from time to time. The
total number of employees on roll as on 31st March 2015 was six.
AUDIT COMMITTEE
Audit Committee was reconstituted and its roles and powers were
redefined as required under Section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. The Committee consists of majority
of Independent Directors as its members. During the year, Audit
Committee met five times, the details of which are given in the
Corporate Governance Report.
OTHER COMMITTEES
The details of Nomination and Remuneration Committee, Shareholders /
Investors Grievance Committee (Stakeholders Relationship Committee) and
Risk Management Committee are given in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has
received declarations from all Independent Directors confirming that
they meet the criteria of Independence as laid down in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
REMUNERATION POLICY
The Company follows the policy on remuneration of Directors and Senior
Management Personnel as approved by the Nomination and Remuneration
Committee and the Board taking into account various parameters viz.
company's performance, professional skill and expertise of the
Directors, performance as individual and also as a member of the group
like board and / or Committees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not
given any guarantee or provided any security to any person.
RISK MANAGEMENT
The Company is aware that risks are part and parcel of any business and
need to be carefully and effectively addressed to achieve business
objectives and growth. For this purpose, the Company has constituted a
Risk Management Committee and framed a Risk Management policy. The
details of the Committee are set out in the Corporate Governance Report
forming part of this Report. All the risks associated have been
reviewed by the Audit Committee and the Board in their meetings. The
policy was framed to identify risks, encourage appropriate level of
risk tolerance, analyse risks on agreed parameters, assign
responsibility at various levels and devise methods to mitigate risks.
The frame work will be suitably amended from time to time considering
the pros and cons.
RELATED PARTY TRANSACTIONS
As per the requirements of the Companies Act, 2013 and Clause 49 of the
Listing Agreement with Stock Exchanges, the Company has formulated a
Policy for dealing with Related Parties. Related Party transactions
during the year have been disclosed in the accounts. None of the
transactions with related parties were in conflict with the interest of
the Company (Refer Annexure 1).
FORMAL ANNUAL EVALUATION
In terms of Section 134(3)(p) of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board reviewed and evaluated its own
performance and of various Committees taking into account various
parameters viz. Company's performance, professional skill and expertise
of the Directors, performance as individual and also as a member of the
group like Board and / or various Committees. The performance
evaluation of the Independent Directors were carried out by the entire
Board. The performance evaluation of the Chairman and Non Independent
Directors were carried out by the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has established a Whistle Blower Policy for Directors /
Employees to report concerns about unethical behaviour, actual or
suspected fraud, or violation of the code of conduct. The policy
ensures right for employees to report their concern / grievance to the
Chairman or Audit Committee and provides adequate protection from any
victimisation.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an effective internal financial control procedure
commensurate with the size of the company and nature of its business.
Internal control includes framing policies, guidelines and procedures,
complying with various applicable laws, preparing and monitoring
budgets, following applicable accounting standards and maintaining
proper accounting records. Further, the internal financial controls are
verified and certified by an independent Internal Audit Firm. The Audit
Committee and the Board directly oversee the functions.
CORPORATE SOCIAL RESPONSIBILTY (CSR)
CSR Policy is not applicable to the Company.
INTERNAL AUDITORS
M/s Srikaanth and Co., Chartered Accountants, Chennai were appointed as
the Internal Auditors of the Company to undertake the Internal Audit of
the Company for the financial year 2014-15.
SECRETARIAL AUDITOR
Mr B. Prabhakar, Practicing Company Secretary, Chennai was appointed as
the Secretarial Auditor to undertake the Secretarial Audit of the
Company for the financial year 2014-15. The Secretarial Audit Report is
annexed to and forms part of this report (Refer Annexure 2).
COST AUDIT
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
The Company follows the requirements of Anti-Sexual Harassment Policy
at work place as required under Sexual Harassment of Women at Workplace
[Prevention, Prohibition and Redressal Act, 2013 and Rules made
thereunder].
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the
financial year as on 31st March 2015 and the date of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, there were no significant and material orders passed
by the regulators or Courts or Tribunals.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of
the Companies Act, 2013, the Directors to the best of their knowledge
and belief confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March 2015, 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 year and of the profit / loss
of the company for that period;
c) the Directors had 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 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 were operating effectively; 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report as required under Clause 49
of the Listing Agreement is annexed to and forms part of the Annual
Report.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required under Clause 49 of the
Listing Agreement and a Compliance Certificate from the Statutory
Auditors are annexed to and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy,
technology absorption as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, the Company has nothing specific to report.
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2014-15 as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014 are attached and forms part of this report (Refer Annexure 3).
EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in the prescribed form MGT 9 is
annexed to and forms part of this report (Refer Annexure 4).
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and co-
operation received from all its associates - the shareholders,
customers, suppliers, banks and Government Departments and the
employees.
By order of the Board
Place : Chennai Shankarraman Vaidyanathan
Date :12.08.2015 Chairman |