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Directors Report of Lakshmi Electrical Control Systems Ltd.

Mar 31, 2014

The Directors have pleasure in presenting to you the Thirty Third Annual Report of your Company together with the audited accounts for the year ended 31st March 2014.

Current Year Ended Previous Year Ended

Financial Results 31.03.2014 31.03.2013

(Amount in) (Amount in)

Sales and Other Income 1,64,69,55,236 1,34,96,99,491

Gross Profit 11,64,45,428 8,20,41,153

Less : Depreciation 2,30,49,757 2,78,56,591

Net Profit/Loss 9,33,95,671 5,41,84,562

Prior year Income - -

Excess provision for I.T for earlier years reversed - -

Less : Prior year Expenses / Extraordinary Items - -

Provision for Taxation 3,11,00,509 2,45,74,040

Provision for Deferred Tax (-)14,09,422 (-)84,55,847

Income Tax for earlier years 51,565 20,900

Add : Surplus brought Forward 13,40,28,514 11,17,34,519

Available for Appropriation 19,76,81,533 14,97,79,988

Appropriations:

Proposed Dividend 1,22,90,000 49,16,000

Provision for Corporate Tax on Dividend 20,88,686 8,35,474

Transfer to General Reserve 1,00,00,000 1,00,00,000

Balance Carried Forward 17,33,02,847 13,40,28,514

TOTAL 19,76,81,533 14,97,79,988

Dividend

Your Directors have pleasure in recommending a dividend of Rs. 5 /- per Equity Share of Rs. 10.00 each. The above dividend, if approved by the shareholders at the forthcoming Annual General Meeting will absorb Rs. 1,22,90,000/- and will be paid to those members or their mandatees whose name appear on the Register of Members as on 8th August 2014 for those holding shares in physical form. In respect of the shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose at the end of the business hours on 31st July 2014.

Business and Operations

Your Directors inform you that the Turnover including other income for the year under review is Rs. 16,469.55 Lakhs as against 13,496.99 Lakhs for the preceding year.

The profit before depreciation and tax for the year under review is Rs. 1,164.45 Lakhs as against Rs. 820.41 Lakhs for the preceding year. The profit before tax is Rs. 933.96 Lakhs as against Rs. 541.85 Lakhs.

The increase in turnover has been due to improved off take from our customers and also due to expansion of our customer base.

Industrial Relations

Your Directors are pleased to inform that the industrial relations has remained cordial and harmonious throughout the year.

Fixed Deposits

The Company has not accepted any fixed deposits.

Directors

Sri. Sanjay Jayavarthanavelu, Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Independent Directors

The Companies Act, 2013 requires that atleast one third of Boards Strength should be Independent Directors. In terms of Listing Agreement, the number of Independent Directors shall be half of the strength of the Board i.e., in our case, the number of Independent Directors shall be four.

The following 4 persons are Independent Directors of the company

1. Sri. N. Suryakumar

2. Sri. Ramesh Rudrappan

3. Sri. A. Palaniappan

4. Sri. Arun Selvaraj

In view of the Companies Act, 2013, all the above 4 Persons have to be appointed as Independent Directors at the ensuing Annual General Meeting. Necessary resolutions in this regard are placed before you.

Corporate Governance

In line with the requirements of Listing Agreement entered into with the Stock Exchanges, a separate report on Corporate Governance is enclosed as a part of this Annual Report.

Listing

Your Company''s shares are listed in Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and the listing fees have been paid up to the Financial Year 2014-2015.

Auditors

M/s. N. R. Doraiswami & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have consented to act as Statutory Auditors of the Company, if appointed and the necessary certificate pursuant to Section 141(3)(g) of the Companies Act, 2013 has been received from them.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is furnished in the Annexure I forming part of this Report.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm that :

- all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure ;

- such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2014 and of the profit of the Company for the year ended on that date ;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors wish to convey their thanks to all the Customers, Company''s Bankers, Associates, Vendors and other Business Partners for their continuing support to the Company.

Your Directors express their appreciation for the support given and contribution made by the employees at all levels to the successful operations of the Company during the year under review.

For and on behalf of the Board of Directors

Place : Coimbatore

NETHRA J.S. KUMAR

Date : May 26, 2014 Chairperson and Managing Director


Mar 31, 2013

The Directors have pleasure in presenting to you the Thirty Second Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2013.

Current Year Ended Previous Year Ended Financial Results 31.03.2013 31.03.2012 (Amount in Rs.) (Amount in Rs.)

Sales and Other Income 1,34,96,99,491 1,68,08,49,533

Gross Profit 8,20,41,153 18,78,09,320

Less : Depreciation 2,78,56,591 3,77,48,799

Net Profit/Loss 5,41,84,562 15,00,60,521

Prior year Income - -

Excess provision for I.T for earlier years reversed - 44,804

Less : Prior year Expenses /Extraordinary Items - -

Provision for Taxation 2,45,74,040 5,63,38,420

Provision for Deferred Tax (-)84,55,847 (-)1,21,30,971

Income Tax for earlier years 20,900 22,53,925

Add : Surplus brought Forward 11,17,34,519 23,27,74,313

Available for Appropriation 14,97,79,988 33,64,18,264

Appropriations:

Proposed Dividend 49,16,000 1,22,90,000

Provision for Corporate Tax on Dividend 8,35,474 19,93,745

Transfer to General Reserve 1,00,00,000 21,04,00,000

Balance Carried Forward 13,40,28,514 11,17,34,519

TOTAL 14,97,79,988 33,64,18,264

Dividend

Your Directors have pleasure in recommending a dividend of Rs. 2 /- per Equity Share of Rs. 10.00 each. The above dividend, if approved by the shareholders at the forthcoming Annual General Meeting will absorb Rs. 49,16,000/- and will be paid to those members or their mandatees whose name appear on the Register of Members as on 9th August 2013 for those holding shares in physical form. In respect of the shares held in dematerialised form the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose at the end of the business hours on 31st July 2013.

Business and Operations

Your Directors inform you that the Turnover including other income for the year under review is Rs. 13,496.99 Lakhs as against Rs. 16,808.50 Lakhs for the preceding year.

The profit before depreciation and tax for the year under review is Rs. 820.41 Lakhs as against Rs. 1,878.09 Lakhs for the preceding year. The profit before tax is Rs. 541.85 Lakhs as against Rs. 1,500.61 Lakhs.

The decline in turnover has been due to lower off take from our customers and also due to absence of turnover from the Switchgear Division. This in turn has affected our net margins. The downward pressure on net margins has also been accentuated with a sharp rise in our input material cost. Necessary efforts are being taken to sustain our existing profit margins.

Industrial Relations

Your Directors are pleased to inform that the industrial relations has remained cordial and harmonious throughout the year.

Fixed Deposits

The Company has not accepted any fixed deposits.

Directors

The following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Sri. Sanjay Jayavarthanavelu

Sri. D.Senthilkumar

Sri A.Palaniappan and Sri Arun Selvaraj were appointed as Additional Directors with effect from 28th January 2013 and they will hold office upto the ensuing Annual General Meeting. Nominations with necessary deposit have been received from members of the Company proposing their candidature for appointment as Directors of the Company. Sri.R.Venkatrangappan relinquished the Chairmanship and the directorship of the Company on 26th October 2012.

Sri.V.J.Jayaraman relinquished the directorship of the Company on 23rd November 2012.

Sri. G.Rangaswamy relinquished the directorship of the Company on 24th May 2013.

Corporate Governance

In line with the requirements of Listing Agreement entered into with the Stock Exchanges, a separate report on Corporate Governance is enclosed as a part of this Annual Report.

Listing

Your Company''s shares are listed in Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and the listing fees have been paid up to the Financial Year 2012-2013 to Bombay Stock Exchange Limited and upto Financial Year 2013-2014 to Madras Stock Exchange Limited.

Auditors

M/s. N. R. Doraiswami & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have consented to act as Statutory Auditors of the Company, if appointed and the necessary certificate pursuant to Section 224(1B) of the Companies Act, 1956 has been received from them.

Cost Auditors

M/s. S. Mahadevan & Co., Cost Accountants have been appointed as Cost Auditors of Company. Necessary certificate pursuant to Section 224(1B) of the Companies Act, 1956 has been received from them.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is furnished in the Annexure I forming part of this Report.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

- all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure;

- such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2013 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors wish to convey their thanks to all the Customers, Company''s Bankers, Associates, Vendors and other Business Partners for their continuing support to the Company.

Your Directors express their appreciation for the support given and contribution made by the employees at all levels to the successful operations of the Company during the year under review.

For and on behalf of the Board of Directors

Place : Coimbatore NETHRA J.S. KUMAR

Date : May 24, 2013 Chairperson and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting to you the Thirty First Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2012.

Current Year Previous Ended Year Ended Financial Results 31.03.2012 31.03.2011 (Amount in Rs) (Amount in Rs)

Sales and Other Income 1,68,08,49,533 1,47,71,10,389

Gross Profit 18,78,09,320 18,89,83,059

Less : Depreciation 3,77,48,799 5,22,37,390

Net Profit/Loss 15,00,60,521 13,67,45,669

Prior year Income - -

Excess Provision for I.T for earlier years reversed 44,804 1,463

Less : Prior Year Expenses/ Extraordinary Items - -

Provision for Taxation 5,63,38,420 4,12,81,134

Provision for Deferred Tax (-)1,21,30,971 39,14,591

Income Tax for Earlier Years 22,53,925 14,03,198

Add : Surplus Brought Forward 23,27,74,313 16,44,96,475

AVAILABLE FOR APPROPRIATION 33,64,18,264 25,46,44,684

Appropriations:

Proposed Dividend 1,22,90,000 1,10,61,000

Provision for Corporate Tax on Dividend 19,93,745 17,94,371

Transfer to General Reserve 21,04,00,000 90,15,000

Balance Carried Forward 11,17,34,519 23,27,74,313

TOTAL 33,64,18,2641 25,46,44,684

Dividend

Your Directors have pleasure in recommending a dividend of Rs.5 /- per Equity Share of Rs. 10.00 each.

The above dividend, if approved by the shareholders at the forthcoming Annual General Meeting will absorb Rs. 1,22,90,000/- and will be paid to those members or their mandatees whose name appear on the Register of Members as on 23rd August 2012 for those holding shares in physical form. In respect of the shares held in dematerialised form the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose at the end of the business hours on 9th August 2012.

Business and Operations

Your Directors inform you that the Turnover including other income for the year under review is Rs.16,808.50 Lakhs as against Rs. 14,771.10 Lakhs for the preceding year.

The profit before depreciation and tax for the year under review is Rs. 1,878.09Lakhs as against Rs. 1,889.83 Lakhs for the preceding year. The profit before tax is Rs. 1,500.61 Lakhs as against Rs. 1,367.45 Lakhs.

Your Directors inform you that the Company was manufacturing and supplying Switch Gear Products and due to low margins and pressure on profits because of low quantities the Company has suspended the production of Switch Gear Products.

Industrial Relations

Your Directors are pleased to inform that the industrial relations has remained cordial and harmonious throughout the year.

Fixed Deposits

The Company has not accepted any fixed deposits.

Directors

The following Directors are due to retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

1. Sri.G.Rangaswamy

2. Sri N.Suryakumar

3. Sri.R.Venkatrangappan

Corporate Governance

In line with the requirements of Listing Agreement entered into with the Stock Exchanges, a separate report on Corporate Governance is enclosed as a part of this Annual Report.

Listing

Your Company's shares are listed in Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and the listing fees have been paid up to the financial year 2012-2013.

Auditors

M/s. N. R. Doraiswami & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have consented to act as Auditors of the Company, if appointed and the necessary certificate pursuant to Section 224(1 B) of the Companies Act, 1956 has been received from them.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished in the Annexure I forming part of this Report.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

- all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure;

- such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2012 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

Acknowledgements

Your Directors wish to convey their thanks to all the customers, Company's bankers, associates, vendors and other business partners for their continuing support to the Company.

Your Directors express their appreciation for the support given and contribution made by the employees at all levels to the successful operations of the Company during the year under review.

For and on behalf of the Board of Directors

Place . Coimbatore R. Venkatrangappan

Date : May 25, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting to you the Thirtieth Annual Report of your Company together with the audited accounts for the year ended 31st March 2011.

Financial Results Current Year Previous year ended ended 31.03.2011 31.03.2010 (Amount in Rs.) (Amount in Rs.)

Sales and Other Income 1,477,110,389 998,316,232

Profit Before Depreciation 188,983,059 144,133,431

Less:Depreciation 52,237,390 30,197,461

Net Profit/Loss 136,745,669 113,935,970

Prior year Income – –

Excess provision for I.T for earlier years reversed 1,463 874

Less : Prior year expenses/ extraordinary items

Provision for Taxation 41,281,134 38,898,910

Provision for deferred tax 3,914,591 2,333,737

Income Tax for earlier years 1,403,198 120,657

Add: Surplus Brought Forward 164,496,477 110,511,665

AVAILABLE FOR APPROPRIATION 254,644,686 183,095,205

Appropriations:

Proposed Dividend 11,061,000 7,374,000

Provision for corporate tax on dividend 1,794,371 1,224,729

Transfer to General Reserve 9,015,000 10,000,000

Balance Carried Forward 232,774,316 164,496,476

Total 254,644,686 183,095,205

Dividend

Your Directors have pleasure in recommending a dividend of Rs.4.50/- per Equity Share of Rs.10.00 each. The above dividend, if approved by the shareholders at the forthcoming Annual General Meeting will absorb Rs.11,061,000/- and will be paid to those members or their mandatees whose name appear on the Register of Members as on 12th August 2011 for those holding shares in physical form. In respect of the shares held in dematerialised form the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose at the end of the business hours on 28th July 2011.

Business and Operations

Your Directors inform you that the Turnover including other income for the year under review is Rs.14,771.10 Lakhs as against Rs. 9,983.16 Lakhs for the preceding year.

The profit before depreciation and tax for the year under review is Rs.1,889.83 Lakhs as against Rs. 1,441.33 Lakhs for the preceding year. The profit before tax is Rs.1,367.46 Lakhs as against Rs. 1,139.36 Lakhs.

Industrial Relations

Your Directors are pleased to inform that the industrial relations has remained cordial and harmonious throughout the year.

Fixed Deposits

The Company has not accepted any fixed deposits.

Directors

The following Directors are due to retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

1. Sri.Sanjay Jayavarthanavelu

2. Sri D.Senthilkumar

Dr.D.Jayavarthanavelu, the founder Chairman of the Company passed away on 11.06.2010. He was instrumental in bringing the technical collaboration with Sprecher & Schue of Switzerland to manufacture LV Switchgear at the dedicated facility. He was a person of clear perception, progressive outlook and always devoted his attention to the needs of the consumers. He was associated with Textile & Textile Machinery Industry for over four decades. He was a visionary, dynamic leader and a great philanthropist. The Board of the Company would like to place on record its sincere appreciation for the advisory support he gave during his tenure as Chairman.

Sri Ramesh Rudrappan, was appointed as an Additional Director on the Board with effect from 23.05.2011. As per the provisions of Section 260 of the Companies Act, 1956, he can hold office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 257 of the Companies Act, 1956 along with the requisite deposit in respect of the above person proposing his candidature as Director of the Company.

Corporate Governance

In line with the requirements of Listing Agreement entered into with the Stock Exchange, a separate report on Corporate Governance is enclosed as part of this Annual Report.

Listing

Your Company's shares are listed in Bombay Stock Exchange Limited, Mumbai and the listing fees have been paid up to the financial year 2011-2012.

The Company has filed an application for Delisting of its equity shares from Madras Stock Exchange Limited, Chennai based on the resolution passed at the 28th Annual General Meeting held on 31.07.2009.

In the meanwhile, MSE has requested the Company and informed that they are taking steps for restarting the trading facilities and they have also informed that MSE has entered into a Strategic arrangement with the National Stock Exchange of India in terms of which the members of the MSE are allowed to trade in the National Stock Exchange platform. The continuous listing in MSE will add liquidity to our shares which is beneficial to our shareholders. So the Board of Directors at their meeting held on 23.05.2011 has passed a resolution to withdraw the delisting application submitted with the Madras Stock Exchange Limited, Chennai.

Auditors

M/s. N. R. Doraiswami & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have consented to act as Auditors of the Company, if appointed and the necessary certificate pursuant to Section 224(1B) of the Companies Act, 1956 has been received from them.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is furnished in the Annexure I forming part of this Report.

Information in accordance with Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Directors' Report for the year ended 31st March, 2011 is given in Annexure - II of this Report.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

- all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure;

- such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2011 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

General

Details of Production, Licensed and installed capacity are annexed to the Balance Sheet as required by Law.

Acknowledgements

Your Directors wish to convey their thanks to all the customers, Company's bankers, associates,

vendors and other business partners for their continuing support to the Company.

Your Directors express their appreciation for the support given and contribution made by the employees at all levels to the successful operations of the Company during the year under review.

For and on behalf of the Board of Directors

Place : Coimbatore R. Venkatrangappan

Date : May 23, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting to you the Twenty Ninth Annual Report of your Company together with the audited accounts for the year ended 31st March 2010.

Financial Results Current Year Previous year ended ended 31.03.2010 31.03.2009 (Amount in Rs.) (Amount in Rs.)

Sales and Other Income 998,316,232 1,031,511,405

Gross Profit 144,133,431 122,849,829

Less : Depreciation 30,197,461 38,458,830

Net Profit/Loss 113,935,970 84,390,999

Prior year Income - -

Excess provision for I.T for earlier years reversed 874 12,778

Less : Prior year expenses/ extraordinary items -

Provision for Taxation 38,898,910 33,057,954

Provision for deferred tax 2,333,737 -4,229,133

Income Tax for earlier years 120,657 1,590,382

Add: Surplus Brought Forward 110,511,665 73,716,434

AVAILABLE FOR APPROPRIATION 183,095,205 127,701,008

Appropriations:

Proposed Dividend 7,374,000 6,145,000

Provision for corporate tax on dividend 1,224,729 1,044,343

Transfer to General Reserve 10,000,000 10,000,000

Balance Carried Forward 164,496,476 110,511,665

Total 183,095,205 127,701,008

Dividend *

Your Directors have pleasure in recommending a dividend of Rs.3/- per Equity Share of Rs.10.00 each. The above dividend, if approved by the shareholders at the forthcoming Annual General Meeting will absorb Rs.73,74,000/- and will be paid to those members or their mandatees whose name appear on the Register of Members as on 29th July 2010 for those holding shares in physical form. In respect of the shares held in dematerialised form the dividend will be paid on the basis of beneficial ownership as per details furnished by the Depositories for this purpose at the end of the business hours on 15th July 2010.

Business and Operations

Your Directors inform you that the Turnover including other income for the year under review is Rs.9,983.16 Lakhs as against Rs.10,315.11 Lakhs for the preceding year.

However the profit before depreciation and tax for the year under review is Rs.1,441.33 Lakhs as against Rs.1,228.50 Lakhs, due to some changes in the product mix and optimization in the operating costs. The profit before tax is Rs.1,139.36 Lakhs as against Rs.843.91 Lakhs.

Industrial Relations

Your Directors are pleased to inform that the industrial relations has remained cordial and harmonious throughout the year.

Fixed Deposits

The Company has not accepted any fixed deposits.

Directors

The following Directors are due to retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

1. Sri.N.Suryakumar

2. Sri R.Venkatrangappan

3. Sri V.J.Jayaraman

Smt. Nethra J.S. Kumar, was reappointed as Wholetime Director for a period of five years from 01.07.2007 to 30.06.2012 in conformity with Schedule XIII of the Companies Act, 1956 and the remuneration payable was fixed for a period of three years from 01.07.2007 to 30.06.2010. This was approved by the Shareholders at the 25th Annual General Meeting of the Company held on 22.07.2006. The Board of Directors have proposed that her designation be changed to Managing Director from Wholetime Director and to fix the remuneration payable to her for the remaining period of appointment i.e., from 01.07.2010 to 30.06.2012.

Corporate Governance

In line with the requirements of Listing Agreement entered into with the Stock Exchange, a separate report on Corporate Governance is enclosed as part of this Annual Report.

Listing

Your Companys shares are listed in Bombay Stock Exchange Limited, Mumbai and the listing fees has been paid up to the financial year 2010-2011.

The Company has filed an application for Delisting of its equity shares from Madras Stock Exchange Limited, Chennai based on the resolution passed at the last Annual General Meeting. Confirmation for Delisting of shares is awaited.

Auditors

M/s. N. R. Doraiswami & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They are eligible for re-appointment and have consented to act as Auditors of the Company, if appointed and the necessary certificate pursuant to Section 224(1 B) of the Companies Act, 1956 has been received from them.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is furnished in the Annexure I forming part of this Report.

Information in accordance with Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Directors Report for the year ended 31st March, 2010 is given in Annexure - II of this Report.

Directors Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

- all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure;

- such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2010 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the annual accounts have been prepared on a going concern basis.

General

Details of Production, Licensed and installed capacity are annexed to the Balance Sheet as required by Law.

Acknowledgements

Your Directors wish to convey their thanks to all the customers, Companys bankers, associates, vendors and other business partners for their continued support to the Company.

Your Directors express their appreciation for the support given and contribution made by the employees at all levels to the successful operations of the Company during the year under review.

For and on behalf of the Board of Directors

Place : Coimbatore D. Jayavarthanavelu

Date : May 26, 2010 Chairman