The Directors submit their Forty First Annual Report together with the
Audited Balance Sheet as at 31st March, 2015 and the Statement of
Profit and Loss for the year ended 31st March, 2015.
Financial Results
2014-2015 2013-2014
Rs. in Lakhs
Sales and other income 790.76 812.61
Profit before Depreciation and amortization
Expenses 265.18 337.98
Depreciation and amortization Expenses 38.73 35.10
226.45 302.88
Add: Exceptional items 106.46 20.31
332.91 323.19 Less: Tax expense
- Current Tax - (-)35.88
- MAT Credit entitlement for earlier year 35.88 -
- Deferred Tax (-)107.51 23.67
261.28 310.98
Proposed dividend on 6% Cumulative
Redeemable Preference Shares for year ended
31-03-2013 - 51.00
Corporate Tax on Dividend - 8.67
Net Profit / Loss (-) 261.28 251.31
Add: Balance from the Previous year (-)1130.64 (-)1381.95
Add: Written down value of Assets less
Deferred Tax thereon transferred as per
Schedule II (-)17.87 -
Balance Carried Over (-)887.23 (-)1130.64
Operations
The operations during the year have resulted in a net profit of
Rs.332.91 lakhs after providing for depreciation of Rs.38.73 lakhs.
Weaving Machinery and Spares
The sale of Accessories and Spares of Weaving Machines during the year
was Rs.105.15 lakhs against Rs.129.75 lakhs in the previous year. Due
to lack of orders, there was no production of weaving machines during
the year. The income generated on utilisation of the idle Assets of
the Company during the year was Rs.317.98 lakhs against Rs.300.17 lakhs
in the previous year.
Other Engineering Services
The sale of Parts and Accessories for Machine Tools during the year was
Rs.250.15 lakhs against Rs.173.07 lakhs in the previous year. The
export market for Parts and Accessories for Machine Tools is highly
competitive and the inflow of orders is fluctuating from year to year.
Outlook
The company's discussion with a reputed foreign machinery manufacturer
for manufacture of Rapier and Airjet Weaving Machines is in the final
stage.
Dividend
No dividend on the Preference and Equity shares for the year has been
recommended on account of carried over previous losses.
Share Capital
The total paid up Share Capital as on March 31, 2015 is Rs. 1460.40
lakhs comprising of Equity Capital of Rs.610.40 lakhs and 6% Cumulative
Redeemable Preference Shares of Rs.850.00 lakhs. During the year under
review the company has not issued any shares or any convertible
instruments.
Particulars of Loans, Guarantees or Investments:
The company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013.
Deposits
The Company has not accepted any deposit from public falling within the
ambit of Section 73 of the Companies Act, 2013.
Extract of Annual Return
The Extract of Annual Return pursuant to the provisions of Section 92
of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 in Form MGT-9 is furnished
in Annexure 1 forming part of the Board's Report.
Board and its Committees Meetings conducted during the year under
review During the year under review five Meetings of the Board of
Directors, four meetings of the Audit Committee, three meetings of the
Nomination and Remuneration Committee and one meeting of the
Stakeholder Relationship Committee were held. The details are given in
the Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
Directors Responsibility Statement as required under Section 134(5) of
the Companies Act, 2013. Pursuant to the requirement under Section
134(5) of the Companies Act, 2013 with respect to the Directors'
Responsibility Statement, the Board of Directors of the Company confirm
that:
i) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable Accounting Standards have been followed;
ii) the Directors have 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 the year ended 31st March, 2015;
iii) the Directors 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) the Directors have prepared the annual accounts on a going concern
basis.
v) 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.
vi) 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 and Key Managerial Personnel
Sri S.Pathy and Smt. Aishwarya Pathy, Directors of the Company retire
by rotation at the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. A brief profile of the Directors
retiring by rotation and seeking re-election, is annexed to the Notice
of Annual General Meeting.
Sri V.B.Haribhakti, Independent Director owing to his advancing a ge
has tendered his resignation of the Directorship on the Board of
Directors of the Company with effect from 10.02.2015. The Board places
on record their appreciation of the valuable services rendered by Sri
V.B.Haribhakti and the co-operation extended by him as a Director and
Member of the Audit Committee during the tenure of his office.
The Board of Directors at their Meeting held on 20-05-2015 has
appointed Sri R.R.Balasundharam as an Independent Director in the
intermittent vacancy caused by the resignation of Sri V.B.Haribhakti,
who will hold office up to the date of the ensuing Annual General
Meeting. The Company has received requisite notice in writing from a
Member proposing Sri R.R.Balasundharam for appointment as an
Independent Director.
In accordance with the provisions of Section 203 of the Companies Act,
2013 the Company has the following Key Managerial Personnel:
Mr. A.Doraiswamy Chief Executive
Officer
Mr. K.P.Krishnakumar Chief Financial
Officer
Mr. R.Muthukumar Company Secretary
The details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are furnished in Annexure 2 forming
part of the Board's Report.
Declaration of Independent Directors
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet with the criteria of
independence as prescribed under sub Section (6) of Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement with the
Stock Exchange.
Annual Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a separate exercise was carried out by the
Board of Directors at their meeting held on 09.02.2015 to review the
performance of the individual Directors without the presence of the
Director who was evaluated on parameters such as level of engagement
and contribution and independence of judgment, etc. The board also
carried out annual performance evaluation of its Committees.
The independent Directors of the Company at their meeting held on
09.02.2015 without the attendance of the non independent Directors and
members of Management reviewed the performance of Non independent
Directors and the Board as a whole and about the quality, quantity and
timings of the flow of information between the Company Management and
the Board that is necessary for the Board to efficiently and reasonably
perform its duties.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a Policy for selection and appointment of Directors,
Key Managerial Personnel's and their remuneration. The Remuneration
Policy as approved by the Board is furnished as Annexure 3 to this
Report.
Auditors
M/s.N.R.Doraiswami & Co. Chartered Accountants, Statutory Auditors of
the Company are due to retire at the ensuing Annual General Meeting.
As recommended by the Audit Committee, it is proposed to re-appoint
M/s.N.R.Doraiswami & Co. as Statutory Auditors of the Company. The
Members are requested to consider their appointment and may authorize
the Board to fix their remuneration.
M/s.N.R.Doraiswami & Co. (ICAI Regn. No. 000771S) have confirmed their
appointment, if made, shall be in accordance with the provisions of
Section 141 of the Companies Act, 2013.
Secretarial Auditors
The Board has appointed Mr.M.R.L.Narasimha, Practising Company
Secretary, to conduct Secretarial Audit for the Financial Year 2014-
15. The Secretarial Audit Report for the Financial Year ended March 31,
2015 is annexed to this Report (Annexure 4). The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark.
Related Party Transactions
All Related Party Transactions entered into during the financial year
were on arm's length basis and were in the ordinary course of the
business. There are no materially significant Related Party
Transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with the interest of the company at large. Hence Form AOC - 2 pursuant
to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 (2) of
the Companies (Accounts) Rules 2014 is not applicable.
The Policy on materiality of Related Party Transactions and dealing
with Related Party Transactions as approved by the Board may be
accessed on the Company's website at the link at
http://www.lakshmiautomatic.com / investors / policies /
related-party-transaction- policy/
Auditors' Report
There are no qualifications in the Auditors' Report
Report on Corporate Governance and Management Discussion and Analysis
The Report on Management Discussions and Analysis (Annexure 5) and the
Report on Corporate Governance (Annexure 6) along with the Auditors'
Certificate of compliance on Corporate Governance form part of the
Annual Report.
Risk Management
The Company has laid down the Risk Assessment and Minimisation
Procedures and on evaluation by the Audit Committee are reviewed by the
Board from time to time.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
reviewed and no reportable material weakness in the system or operation
was observed.
Vigil Mechanism
The Company has a Whistle Blower Policy to deal with unethical or
improper practice or violation of Companies Code of Business Conduct or
concerns about unethical behavior, actual or suspected fraud or
disclosure practices of the Company. No person is denied access to the
Audit Committee.
Corporate Social Responsibility
Your Company is not coming under the purview of the Corporate Social
Responsibility under Section 135 of the Companies Act, 2013
General
Information with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo pursuant to Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
Rules, 2014 is appended hereto.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including Sweat Equity Shares) to Employees of the
Company under any scheme.
4. There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end
of the financial year under review and the date of this report.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
6. Your Directors further state that during the year under review,
there were no complaints pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
Your Directors thank the Indian Bank for their continued support and
Voltas Limited and In focus Marketing and Services Limited for their
services rendered during the year.
By Order of the Board
Coimbatore (Sd.) S. Pathy
06.08.2015 Chairman |