| Dear Members,
The Directors are hereby presenting this 34th Annual Report together
with the Audited Statement of Accounts for the Year ended 30th
June,2014.
FINANCIAL RESULTS FOR THE YEAR
The financial results for the year under review are furnished below:
Particulars 30.06.2014 30.06.2013
Profit before Interest and Depreciation 13,75,26,303 13,98,33,855
Interest -6,19,13,960 -6,49,39,149
Depreciation -3,98,42,234 -3,94,27,398
Profit before tax 3,57,70,109 3,54,67,308
Tax expense:
Deferred Tax (Liability) / Asset -90,10,145 -2,99,823
Excess income tax provision reversed - 2,69,152
Income tax paid for prior year -6,68,501 -
Profit transferred to Balance Sheet 2,60,91,463 3,54,36,637
Dividend : Due to inadequacy of Profit, the Company is unable to
declare any Dividend for the year 2013-14.
REVIEW OF OPERATIONS
The Company turned around during the current year with a Net Profit
before tax being Rs. 357.70 lakhs as compared to Net Profit before tax
being Rs. 354.67 lakhs during the year 2012-13.
During the current year, the company is expected to improve its
performance.
FIXED DEPOSITS : Your Company has not accepted any fixed deposit from
public, after 01.04.2014, in accordance with the New Companies Act,
2013.
NEW COMPANIES ACT, 2013
The Ministry of Corporate Affairs has replaced the erstwhile Companies
Act, 1956, with the new Companies Act, 2013.
DIRECTORS : As per Section 149 and other applicable provisions of the
Companies Act, 2013 and Clause 49 (ii) of the Listing Agreement,
appointment of Independent Directors is required.
The Companies Act, 2013 ("the Act") provides for appointment of
Independent Directors. Sub-section (10) of Section 149 of the Act
(effective from April 1st, 2014) provides that an Independent Director
shall hold office for a term up to five (5) consecutive years on the
Board of the Company.
The tenure of office of Shri P.Palaniappan, Chairman cum Managing
Director and Smt. PUmayal, Joint Managing Director expires on 18th
December, 2014. The Board of Directors, at their meeting held on 21st
August, 2014, re-appointed them as Chairman cum Managing Director and
Joint Managing Director of the Company respectively for a period of
five (5) consecutive years effective from 19.12.2014 to 18.12.2019.
Their appointment and remuneration are being placed before you at the
ensuing Annual General Meeting for your consideration and approval.
Smt. RM. Umaiyal, Director is liable to retire by rotation and is
eligible for re-appointment. Smt. Vasantha, was appointed as an
Additional Director of the Company with effect from 21.08.2014.
A brief resume, expertise, shareholding in the company and details of
other entities in which the Directors are interested as stipulated
under Clause 49 of the Listing Agreement entered with the Stock
Exchange, form part of the Notice of the ensuing Annual General
Meeting.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as directors as required by the
Companies Act.
DIRECTORS RESPONSIBILITY STSTEMENT
As per Section 217(2AA) of the Companies Act, 1956, the Board of
Directors states that in the preparation of Annual Accounts for the
year ended 30.06.2014:
1. That the applicable accounting standards have been followed and
there are no material departures.
2. That the Directors have selected such accounting policies in
consultation with the statutory auditors and applied them consistently
and made judgements 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
the financial year ended 30.06.2014 and of the PROFIT of the Company
for that year.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the Annual Accounts for the year
ended 30.06.2014 on a going concern basis.
CORPORATE GOVERNANCE
Reports on Management Discussion and Analysis and Corporate Governance
along with a certificate from the auditors of the Company regarding
compliance in accordance with Clause 49 of the Listing Agreement with
Stock Exchange are annexed as part of the Annual Report.
LISTING
The Equity Shares of the Company are listed in Mumbai Stock Exchange
and the Company has duly paid the Annual listing fees for the year
2014-15.
M/s. Cameo Corporate Services Limited, Chennai is the Registrar for
providing depository services through National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL),
for holding Shares in Electronic mode (De-mat) of our Shareholders and
is also the Registrar for Share Transfer Services for physical segment.
AUDITORS
M/s. M.S. Jagannathan & Visvanathan, Auditors retire at the ensuing
Annual General Meeting and they are eligible for reappointment.
PARTICULARS OF EMPLOYEES
In accordance with Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules 1975, as amended, there
are no employees who are in receipt of remuneration of Rs. 60 lakhs or
more per annum and Rs.5 lakhs or more per month.
STATEMENT SHOWING DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules 1988, a Statement showing
details of conservation of Energy, Technology absorption, Exports and
Foreign Exchange earning and outgo is annexed to this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation
for the tremendous support from the Bankers M/s. Indian Overseas Bank,
the shareholders, and all our suppliers and customers. The Board also
wishes to place on record their appreciation for the contribution made
by the employees at all levels.
Selam By Order of the Board,
21st August, 2014
P.Palaniappan,
Chairman cum Managing Director, |