DIRECTORS' REPORT TO, THE MEMBERS, Your 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. State of the Company's Affairs and Future Outlook: In the year of report the company has earned a profit after tax amounting to ?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 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 ?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. For and on behalf of the Board of Directors M D Jos (DIN: 00852883) (Director) Reetha Jos (DIN: 02120882) (Director Date: 04.09.2015 Place: Chalakudy |