Dear Members,
The directors have pleasure in presenting their 44th Annual Report on
the business and operations of the company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
Financial Highlights:
During the year under review, performance of your company was as under
fin Rs. lakh-):
Year ended Year ended
31st March 31st March
Particulars 2015 2014
Revenue 126.57 154.49
Expense 117.92 149.75
Profit/(Loss) before taxation 8.65 4.74
Less: Tax Expense (0.87) 1.58
Profit/(Loss) after tax 9.52 3.16
State of the Company's Affairs and Future Outlook:
In the year of report the company has earned a profit after tax
amounting to Rs.9,52,634/- as against Rs.3,15,938/- during the previous
year. The company management had during the year implemented requisite
measures to strengthen the performance of the company. The directors
note with satisfaction that the company has been able to produce
satisfactory results. The directors expect better results in the
future.
Change in nature of business:
During the year of report there was no change in the nature of business
of the company.
Dividend:
The Board of directors intends to retain the earnings for reinvestment
purpose and as such has not recommended distribution of any dividend.
Amounts Transferred to Reserves:
The Board of the company has transferred the current year profit after
tax to its revenue reserves.
Changes in Share Capital:
The share capital of the company has remained unchanged during the
year.
Issue of Equity Shares with Differential Rights/Employee Stock
Options/Sweat Equity Shares:
The company has not issued any shares with differential rights or
shares under an employee stock option scheme or sweat equity shares
during the year.
Extract of Annual Return:
The extract of Annual Return, in format MGT - 9, for the Financial Year
2014-15 is enclosed with this report
Board Meetings:
During the Financial Year 2014-15, seven (7) meetings of the Board of
Directors of the company were held. The Board meetings were held on the
following dates:
1) 03.05.2014 5) 27.09.2014
2) 30.06.2014 6) 03.10.2014
3) 04.07.2014 7) 06.01.2015
4) 04.09.2014
The particulars of attendance of the directors for the Board meetings
are as follows:
SI. Name of Director No. of meetings attended
No.
1 MDJos 7
2 Reetha jos 7
3 Mathew M j 1
4 CA Varghese 6
5 Mariamma Varghese 4
Particulars of Loan, Guarantees and Investments under Section 186:
The company has not given any loan or guarantee or provided any
security pursuant to section 186 of the Companies Act, 2013 during the
year.
The company has invested in 1,50,000 equity shares of Eddy Automobiles
(India) Limited the value of which amounts to Rs.15,00,000/- as on
31.03.2015.
Particulars of Contract or Arrangements with Related Parties:
The particulars of contracts/arrangements entered into by the company
are indicated in Form AOC - 2 enclosed with this report.
Explanation to Auditor's Remarks:
The auditor's report does not contain any qualification, reservation or
adverse remark or disclaimer and hence the Board has not provided any
explanation or comment on the same.
Material Changes Affecting the Financial Position of the Company:
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year and the
date of the report.
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo:
Company's R & D has identified a new application area for energy
efficient SR Motors in Coal Feeder Drives. Once commercialized this
will contribute to huge energy savings for the nation and also
substantially improve turnover.
The company through in house R & D efforts have successfully developed
a fully automated file retrieval system.
There has not been any foreign exchange earnings or outgo during the
financial year.
Details of Subsidiary, Joint Venture or Associates:
No other company had become a Subsidiary, Joint Venture or Associate of
the company or ceased to be so during the year.
Risk Management Policy:
The company is yet to formulate a policy for management of risk as the
elements of risk threatening the company's existence are very minimal.
Details of Directors and Key Managerial Personnel:
The company had not appointed any directors during the year of report.
Also there was no retirement or resignation of any director during the
year.
The current director of the company, SmtReetha Jos (DIN: 01605018) is
retiring by rotation in the ensuing annual general meeting and being
eligible seeks re-appointment.
Details of significant & material orders passed by the regulators or
courts or tribunal:
The regulators or courts or tribunals had not passed any significant or
material orders during the year which impacted the going concern status
of the company or the company's operations in future.
Deposits:
The company has not accepted any deposits covered under the provisions
of the Companies Act, 2013 and also there are no outstanding deposits
as at the end of the financial year.
Disclosure u/s 197(14):
The provisions relating to the disclosure as required under section
197(14) of the Companies Act, 2013 are not applicable to the company
during the year of report
Statement in Respect of Adequacy of Internal Financial Control with
Reference to the Financial Statements:
The company has an effective and adequate financial control system in
place. The Board has adopted policies and procedures to ensure the
orderly and efficient conduct of its business, safeguarding of its
assets, the prevention and detection of frauds and errors and the
accuracy and completeness of accounting records.
Declaration by Independent Director:
The company has not appointed an independent director since the
provisions relating to the appointment in the Companies Act, 2013 and
the rules framed there under are not applicable to the company. Hence
the requirement regarding declaration of independence is not
applicable.
Secretarial Audit Report:
The provisions of the Companies Act, 2013 and the rules framed there
under relating secretarial audit report are not applicable to the
company.
Corporate Social Responsibility (CSR) Policy:
The provisions of the Companies Act, 2013 and the rules made there
under relating to Corporate Social Responsibility are not applicable to
the company.
Audit Committee:
The company is not required to constitute an audit committee pursuant
to the provisions of the Companies Act, 2013 and the rules made there
under.
Nomination & Remuneration Committee:
The provisions of the Companies Act, 2013 and the rules framed there
under relating to constitution of a nomination and remuneration
committee are not applicable to the company.
Annual Evaluation:
The provisions relating to formal annual evaluation are not applicable
to the company pursuant to the provisions of the Companies Act, 2013
and the rules made there under.
Vigil Mechanism:
The company is not required to constitute a vigil mechanism pursuant to
the provision of the Companies Act, 2013 and the rules framed there
under.
Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:
The company has not received any complaints during the financial year.
Disclosure u/s 143(12):
The auditors of the company have not reported any fraud pursuant to
section 143(12) of the Companies Act, 2013.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors 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 as at 31st March, 2015 and of the profit 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 the Companies Act 2013 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 devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Statutory Auditors:
The present statutory auditors of the company, M/s. Vasu & jagan
Associates, Chartered Accountants, Coimbatore, were appointed for a
period of five years in the 43rd Annual General Meeting held on
30.09.2014. The appointment is subject to ratification in the
subsequent Annual General Meetings of the company pursuant to the
provisions in the Companies Act, 2013.
Cost Auditors:
The company is not required to appoint a Cost Auditor pursuant to the
provisions of the Companies Act, 2013.
Acknowledgment:
We thank our valued shareholders, auditors, bankers, clients and
Government authorities for their support. We place on record our
appreciation of the contribution made by our employees at all levels.
Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.
Place: Chalakudy For and on behalf of the Board of Directors
Sd/- Sd/-
Date: 04.09.2015 M D Jos (DIN: 00852883) Reetha Jos
(DIN: 02120882)
(Director) (Director)
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