DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the Twentieth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2015. DIVIDEND No dividend has been recommended for the year. OPERATIONS The efforts taken by the company have resulted into an increase of turnover from Rs.547.37 Lakhs in the previous year to Rs.549.10 Lakhs in the current year. However, the net profit has taken a dip with the adoption of revised depreciation calculation methodology as stipulated by The Companies Act 2013. Your directors are confident of registering substantial increase in turnover and profits in the coming years. FUTURE PLAN Relationship with the customers in the textile business has opened up a new business avenue for the company. Your directors are exploring the opportunities to venture into textile products to increase the business volume. A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION Since the Company is engaged in the Computer Software Development, the question of conservation of Energy and Technology Absorption does not arise. B. FOREIGN EXCHANGE EARNING AND OUTGO There was no foreign exchange expenses and income during the year. C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956. During the year, no employee was paid more than Rs.5,00,000/- per month or Rs.60,00,000/- per annum. DIRECTORS' RESPONSIBILITY STATEMENT The Directors confirm: i. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same. ii. 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 for that period. ii. 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 preventing and detecting fraud and other irregularities. iv. That they have prepared the annual accounts on the 'going concern' basis CORPORATE GOVERNANCE: A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from Mr. A. Saravanan, Chartered Accountants, Tirupur, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report. ANNUALRETURN An extract of Annual Return as on 31 March 2015 pursuant to Section 92 ( 3) of the Companies Act, 2013 and forming part of the report is attached separately as Annexure-A CODE OF CONDUCT The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report. AUDIT COMMITTEE Your company has complied with the provisions of Section 177 of the Companies Act, 2013 as to constitution of Audit Committee with Mr. S Sonnachalam and Mr. Chikalpat Yogesh Pai are being members of the said committee. Mr. V Ramani is the Chairman of the committee. The committee met four times during the year.Mr. V Paranthaman was inducted into the committee on 31st March 2015 after his appointment in the board. PUBLIC DEPOSIT The Company has not accepted any deposit from the public during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES. All Contracts/arrangements/transactions entered by the company during the financial year 201415 with related parties were in the ordinary course of business and on an arm's length basis. Details given in the Annexure-E DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORORATE SOCIAL RESPONSIBILITY INITIATIVES. The Companies Act, 2015 lays down a mandatory provision wherein every company having • Net worth of rupees five hundred crore or more, or • Turnover of rupees one thousand crore or more or • Net profit of rupees five crore or more during any financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. As the said provisions are not applicable to the company, it has not developed and implemented any Corporate Social Responsibility initiatives. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD AND ITS COMMITTEES The manner in which the formal evaluation of the members of both the board and various committees constituted by the company has been covered in the "Corporate Governance Report" to this report. The following policies 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 of the company are attached for (a) Policy relating to selection of directors appointment. -Annexure -C (b) Remuneration Policy for directors, Key Managerial Personnel and other employees.-Annexure-D LISTING The Shares of your company is presently listed in the Bombay Stock Exchange (BSE). DIRECTORS a. Re-appointment: Mr. Chikalpat Yogesh Pai, Whole Time Director of the Company retires by rotation at this Annual General meeting and being eligible offers himself for appointment. On 31st March 2015, Mr. V Paranthaman has joined the Board as Independent Director & Mrs. P Parimala was inducted into the Board as Independent & Women Director. Resignation : Mr. V Ramani resigned from directorship and all committee on 8th June 2015. AUDITORS The Statutory auditor Mr.A.Saravanan, Chartered Accountants, Tirupur, retires at the ensuing Annual General Meeting and is eligible for reappointment. The Board has appointed Mr.P Thirumalaikumar, Practicing 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 herewith. Annexure-B. ENVIRONMENT COMPLIANCE: India is the seventh largest country in the world by geographical area. While progress in the environmental front is being made, India still faces some major challenges.. Despite highly evolved environmental laws and regulations in some areas, many environmental practices such as regulation of air pollutants using model seen in western countries are still at a very rudimentary stage in India. Increased environmental regulations will likely become a key area of concern in the near future. The increasing desire of Indian companies to meet world class standards has caused established companies in India to take on sustainable initiatives as a means of improving their global brand and reputation and the environmental sector is expected to be at the forefront of India's evolving story in the coming years. The Company has already considered the prerequisites of environment compliance long way back and is doing new initiative every year. Some of the major initiatives of regular basis are: Slogan of the Company - "One planet, one earth, one nature which propagates Save the earth for better tomorrow". By regular training for workers and staff to prevent accident related to mechanical, electrical, chemical, physiological and psychological safety the Company has made Zero incidents as acceptable standard. The Company has started project to conserve water and energy, minimize generation of waste, minimize carbon foot print, generate pollution prevention awareness throughout the plant and to achieve 100 percent legal compliance. GENERAL The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation. The Director also wishes to place on record their appreciation of the support and co-operation of all employees to enable the company to achieve its growth plans. On behalf of Board of Directors Sd/- Chikalpat Yogesh Pai Whole Time Director DATE : 28.08.2015. PLACE: CHENNAI |