Dear Members,
The Directors have pleasure in presenting the 25th Annual Report and
the Audited Statement of Accounts for the year ended 31st. March 2014.
IN RETROSPECT
The Company achieved a turnover of Rs. 4,184.85 lakhs during the year
ended 31st March 2014 as against Rs. 3,009.10 lakhs in the year ended
31st March 2013. After adjusting deferred tax of Rs. 16.35 lakhs
(previous year Rs.29.07 lakhs) and excess provision for previous years
tax of Rs.19.65 lakhs and current tax of Rs.2.14 lakhs (previous year
Rs.8.75 lakhs) and the net profit for the year is Rs. 12.74 Lakhs as
against a net profit of Rs.26.59 lakhs in the previous year
The Company continued to respond to the demand of various end users by
timely supplies. The cost cutting
measures continued to be vigorously pursued in 2013-2014.
PERFORMANCE OF THE COMPANY
The Company's performance during the year 2013-2014 is summarized
below:
Rs. In lakhs
2013-14 2012 -13
Gross Turnover 4,184.85 3,009.10
Cash Accruals 96.39 78.58
Profit/(Loss) Before Tax 11.59 6.27
Profit After Tax 12.74 26.59
P&L a/c balance c/f (337.99) (350.74)
Figures recast.
DIVIDEND
Your Directors do not propose any dividend for the year. RESEARCH &
DEVELOPMENT
The Company is in the pursuit of manufacturing anticorrosive
specialized tapes for manufacturing industries including oil companies
and reconnoitering efforts are on for technical collaboration and the
company is confident to achieve the purpose.
DIRECTORS
Shri. Ashck Mehta one of the Independent Directors could not give his
consent as he has been hospitalized. Hence, Board of Directors have not
recommended his appointment in the forthcoming general meeting.
Pursuant to Section 149 of the Companies Act, 2013 and the rules made
thereunder Independent Directors shall hold office for a term of five
consecutive years. Further, no such director shall be eligible for
appointment of more than two five years consecutive terms and that the
retirement by rotation shall not apply to such Independent Directors.
Your directors are seeking appointment of the following independent
directors for a period of five consecutive years upto 29.10.2019 for
Shri. V. Rajamani and Shri. Duraiswamy Venugopal.
Further the Board of Directors at their meeting held on re-appointed
Shri. P.S.Bhaskaran for a period of three years from 01.09.2014 to
31.08.2017.
Further Shri. V. Balasubramanian, Non-Executive Director of the company
is liable to retire by rotation and accordingly Board recommends his
re-appointment in the forthcoming general meeting.
Further Shri. Ashok Balasubramanian, Managing Director of the company
is not liable to retire by rotation as per their terms of appointment
of the company. However, he will be subject to retirement by rotation
due to the provisions of Section 149 & 152 of the Companies Act, 2013,
wherein it has been provided that Independent Directors are not subject
to retirement by rotation. All Directors in the Board are Independent
Directors except Shri. V.Balasubramanian & Shri. Ashok
Balasubramanian. Since, none of the Ihdpendent Directors are subject to
retire by rotation, Shri. Ashok Balasubramanian will retire by rotation
in terms of Section 152 of the Companies Act, 2013 without change in
any of his existing terms & conditions and being eligible they have
offered themselves for re-appointment. Upon re-appointment as Director
Shri. Ashok Balasubramanian shall continue to hold office as Managing
Director of the Company.
The brief resume of the Directors seeking appointment / re-appointment
and other information have been detailed in the notice.Your Board
recommenbs the above appointment/ re-appointment of Directors in the
best interest of the company.
ENVIRONMENT, SAFETY AND ENERGY CONSERVATION.
The Company continued its focus on safety and environment protection.
The Company has adequate safety measures and that there has been no
accident bears testimony to the strict and vigorous implementation of
various safety measures.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors affirm and declare:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.
b) that they 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 and of the profit of the Company for that period.
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) that they have prepared the annual accounts on a going concern
basis.
TRADE RELATIONS
The Board places on record its appreciation of the support and
co-operation of the Suppliers / Processors / C&F Agents, redistribution
stockists, retailers and all others associated with your Company. They
are its partners in its progress and your Company shares with them the
rewards of growth.
PERSONNEL
The industrial relations have continued to be cordial.
EMPLOYEES
There has been no employee of the Company during the year 2013-2014,
requiring disclosure u/s 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
DEPOSITS
The Company has not accepted / invited any deposit from the public
during the year.
RISK MANAGEMENT
The Company monitors all factors and tries to mitigate the risk of
uncertainity balancing both short-term and long- term strategies.
CORPORATE GOVERNANCE
Your company has complied as far as feasible, with the requirements
regarding Corporate Governance as required under Clause 49 of the
Listing Agreement entered into with the Stock Exchanges, where the
Company's shares are listed. A Report on the Corporate Governance in
this regard is made as a part of this Annual Report and a Certificate
from a practicing Company Secretary regarding compliance of the
conditions of the Corporate Governance is attached to this report. A
report on the Management Discussion aqd Analysis is attached as a part
of the report of the Board.
AUDITORS
M/s Ft. Subramanian And Company, Chartered Accountants are the
Statutory Auditors of the company and hold office upto the conclusion
of the forthcoming General Meeting and are eligible for re-appointment.
Further the said Auditors have confirmed that the re-appointment] if
made would be within the limits prescribed under Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and rules made
thereunder, it is proposed to appoint M/s. R. Subramanian And Company,
Chartered Accountants as the Statutory Auditors of the company from the
conclusion of the forthcoming AGM till the conclusion of the 28th AGM
to be held in the year 2017, subject to ratification of their
appointment at every AGM and the appointment is proposed as an Ordinary
Resolution.
REPLY TO AUDITORS QUALIFICATION
With reference to Notes No.6, of the Auditors' Report, it is clarified
that:
Efforts are continuing to obtain the confirmation of balances from
Creditors / Debtors / Unsecured Loans / Loans and advances and requests
have been sent to all these parties.
The Company is seriously working out the modalities and examining all
proposals regarding relocating the machines / equipments lying at
Puducherry as well as retention by developing infrastructure and the
delay is mainly due to the cyclones and its aftermath. Formulae are
being worked out for a firm decision in the best interest of the
company.
APPRECIATION
Your Directors take this opportunity to thank all employees for their
loyalty and commitment.
ACKNOWLEDGEMENTS
Your Directors thank the Bankers for the excellent support rendered to
the Company. The Directors wish to place on record their sincere and
grateful thanks to Government of India and Governments of Tamilnadu and
Puducherry for the co-operation extended to the Company.
STATUTORY PARTICULARS Conservation of Energy:
Your Company is consistently monitoring energy use and taking necessary
measures for conservation.
For and on behalf of the Board
Ashok Balasubramanian P.S.Bhaskaran
Managing Director Executive Director
(DIN: 00010789) (DIN: 05143879)
Chennai
04.10.2014
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