Home  »  Company  »  Lakshmi Elect.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Lakshmi Electrical Control Systems Ltd.

Mar 31, 2016

Dear Shareholders,

The Board of Directors of your Company are pleased to present the Thirty Fifth Annual Report on the business and commercial operations of the Company along with the standalone summary financial statements for the year ended 31st March, 2016.

1. The State of Affairs of the Company, Dividend & Reserve:

Financial summary/highlights & transfer to General Reserve:

Financial Results

Current Year Ended 31-03-2016 (Amount in Rs )

Previous Year Ended 31-03-2015 (Amount in Rs )

Sales and Other Income

1,89,27,84,196

1,85,98,22,697

Gross Profit

Less: Depreciation

15,00,20,440

1,90,00,347

13,47,94,384

1,17,25,103

Net Profit / (Loss)

13,10,20,093

12,30,69,281

Prior year Income

Add : Excess provision for IT for earlier years reversed Less: Prior year expenses / extra ordinary items Provision for Taxation Provision for Deferred Tax Income tax for earlier years Add : Surplus brought forward Less: WDV of Assets transferred as per Sch II Add : Deferred Tax on WDV transferred as per Sch II

43,393

3,68,09,304

82,01,216

62,548

22,39,17,550

3,18,43,528

83,02,962

5,64,456

17,33,02,847

16,24,519

5,27,075

Available for appropriation

30,99,07,968

25,45,63,738

Appropriations:

Proposed Dividend

Provision for corporate tax on dividend Transfer to general reserve Balance carried forward

1,96,64,000

40,03,128

1,00,00,000

27,62,40,840

1,72,06,000

34,40,188

1,00,00,000

22,39,17,550

Total

30,99,07,968

25,45,63,738

Dividend:

The Board recommends a dividend ofRs,8/- (Rupees Eight only) per equity share of the face value of ''10 (Rupees Ten only) each (80%) on the equity share capital ofRs,2,45,80,000/- for the year ended on 31st March, 2016 aggregating toRs,1,96,64,000/- (Rupees One Crore Ninety Six Lakhs Sixty Four Thousand only) and to pay a dividend tax ofRs,40,03,128/- (Rupees Forty Lakhs Three Thousand One Hundred Twenty Eight only). The total dividend payout works out to 27.52% of the net profit for the standalone results. The dividend on equity shares is subject to the approval of the shareholders at the Annual General Meeting.

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2008-09, is due for remittance on 30th August, 2016 to the Investor Education and Protection Fund established by the Central Government.

Transfer to reserves :

Your Company proposes to transferRs,1,00,00,000/- (Rupees One Crore only) to the General Reserve Business and Operations

During the year under review, the Company has achieved a turnover ofRs,18,704 Lakhs as againstRs,18,209 Lakhs for the previous year.

The profit before interest and depreciation wasRs,1,546 lakhs as againstRs,1,374 lakhs for the previous year. The profit before tax wasRs,1,310.20 lakhs as againstRs,1,230.69 lakhs during the previous year.

During the year under review the turnover has increased by 2.72 % over the previous year and the profit before tax has increased by 6.46 % over the same period last year Industrial Relations

Relationship with employees was cordial throughout the year.

2. Extracts of Annual Return

As per requirements of the Companies Act, 2013, the extract of annual return in the prescribed Form MGT 9 is annexed hereto as Annexure 1 forming part of the report.

3. Number of Meetings of the Board

Details of number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report.

4. Directors’ Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b. 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 at the end of the financial year and of the profit and loss of the company for that period;

c. have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. have prepared the annual accounts on a going concern basis; and

e. have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub Section (12) of Section 143 of the Companies Act, 2013.

6. Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. Nomination and Remuneration Committee and Policy

As per the requirements of the provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of:

1. Sri. N. Suryakumar, Chairman (Non-Executive - Independent)

2. Sri. Ramesh Rudrappan, Member (Non-Executive - Independent)

3. Sri. Arun Selvaraj, Member (Non-Executive - Independent)

The said committee has been empowered and authorized to exercise widest power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on directors’ appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report and the policy is available on the company’s website at www.lecsindia.com.

8. Auditors Comments

There are no adverse comments in the reports of Statutory Auditors (appearing elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure 2).

9. Particulars of Loans/Guarantee/Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements

10. Particulars of Contracts with Related Party

The material related party transactions during the financial year is provided in Form AOC-2 and annexed to the Boards’ Report as Annexure 3.

11. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year (March 31, 2016) to which this financial statements relate and the date of this Report.

12. Conservation of Energy, Technology Absorption & Foreign Exchange

The disclosures under Rule 8(3) of Companies (Accounts) Rules, 2014 are as under:

Statement for Conservation of Energy

Sl No.

Particulars

Related Disclosures

Conservation of Energy

(i)

Steps taken or impact on conservation of energy

Energy meters installed for all production machineries and utilities for capturing the energy consumption data, analysis is done and potential areas for reduction of usage of power are identified with a view to implement the same in the financial year 2016-2017.

(ii)

Steps taken by the company for utilizing alternate sources of energy

The steps are taken for captive consumption of power generated through windmills and the same is expected to be completed during the course of the financial year 2016-2017.

(iii)

Capital investment on energy

Nil

conservation equipments;

Technology absorption, adaptation and innovation

S.No.

Particulars

Disclosure

(i)

Efforts made towards technology absorption;

No technology or knowhow is brought from external bodies or imported

(ii)

The benefits derived like product improvement, cost reduction, product development or import substitution;

In house developmental and operational research activities are carried out on regular basis.

Innovations in processes and tool designs have contributed to cost reduction in the operations.

(iii)

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported;

(b) the year of import

(c) whether the technology has been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

No technology was imported during the last three years

(iv)

The expenditure incurred on Research and Development

Capital Expenditure:Rs,14.67 Lakhs Revenue Expenditure:Rs,23.01 Lakhs Total Expenditure:Rs,37.68 Lakhs

13. Risk Management

The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The risk management process of the Company is being periodically reviewed for improvement by the Board of Directors.

14. Corporate Social Responsibility (CSR):

The Company has constituted a CSR committee of Board of Directors and has adopted a CSR Policy. The same is posted in the company’s website www.lecsindia.com A report in prescribed format detailing the CSR spend for the year 2015-16 is attached herewith as Annexure 4 forming a part of this report.

15. Evaluation of Board’s Performance:

On the advice of the Board of Directors, the Nomination and Remuneration Committee of Board of Directors of the Company have formulated the criteria for the evaluation of the performance of Board of Individual Directors, Board as a whole, Committees of Directors, Independent Directors, Non-Independent Directors and the Chairperson of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairperson of the Board of Directors.

16. Additional Disclosures:

As per Rule 8(5) of the Companies (Accounts) Rule, 2014, the following additional information is provided:

S.No

Particulars

Related Disclosures

(i)

The financial summary or highlights.

The financial highlights including State of Affairs of the Company, Dividend & Reserve is provided in this report.

(ii)

The change in the nature of business, if any.

There is no change in the business line of the company.

(iii)

The details of directors or key managerial personnel who were appointed or have resigned during the year.

Sri.R.Venkatesh Prasad, Executive Director & CFO has resigned and relieved with effect from 30th June, 2015.

The Board of Directors have appointed Sri S.Sathyanarayanan as Company Secretary of the Company with effect from 13th August, 2015 and Sri.B.K.Ravi Kumar as Chief Financial Officer of the Company with effect from 28th October, 2015.

(iv)

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

Harshni Textiles Limited ceased to be an associate company during the financial year under review.

(v)

The details relating to deposits, covered under Chapter V of the Act.

The company has not accepted deposits.

(vi)

The details of deposits which are not in compliance with the requirements of Chapter V of the Act.

Not Applicable.

(vii)

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Nil

(viii)

The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

17. Internal Control systems and their Adequacy:

Your Company has established adequate internal control procedures, commensurate with the nature of its business and size of its operations.

The accounting transactions and operations are audited by the Internal Auditor vis.a.vis the internal controls, policies and procedures and the deviations, if any, are reported and corrective actions are taken appropriately.

18. Re-appointment of retiring directors:

Sri. Sanjay Jayavarthanavelu, Director, who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. The Board recommends his re-appointment in the forthcoming Annual General Meeting.

19. Resignation of Director

There was no incidence of resignation of Director.

20. Composition of Audit Committee

The Audit Committee was formed by the Board of Directors and consists of:

1

Sri. N.Suryakumar

Chairman (Non-Executive- Independent)

2

Sri. A.Palaniappan

Member (Non-Executive - Independent)

3

Sri. Ramesh Rudrappan

Member (Non-Executive - Independent)

The Board has accepted the recommendations of the committee and there were no incidences of deviation from such recommendations during the financial year under review.

21. Vigil Mechanism:

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details whereof is available on the company’s website at www.lecsindia.com . During the year under review, there were no complaints received under this mechanism.

22. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee. During the year 2015

16, no complaint was received before the committee.

23. Overall Maximum Remuneration

Particulars pursuant to Section 197(12) & rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules:

a) The ratio of the remuneration of each director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:

Name

Category

Ratio

Smt. Nethra J.S.Kumar

Executive - Chairperson and Managing Director

1:20

Sri. N.Suryakumar

Non-Executive - Independent

-

Sri. Sanjay Jayavarthanavelu

Non-Executive - Non Independent

-

Sri. D.Senthilkumar

Non-Executive - Non Independent

-

Sri. Ramesh Rudrappan

Non-Executive - Independent

-

Sri. A.Palaniappan

Non-Executive - Independent

-

Sri. Arun Selvaraj

Non-Executive - Independent

-

Note: For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name

Category

%

Smt. Nethra J.S.Kumar

Executive - Chairperson and Managing Director

5.68

Sri. N.Suryakumar

Non-Executive - Independent Director

-

Sri. Sanjay Jayavarthanavelu

Non-Executive - Non Independent Director

-

Sri. D.Senthilkumar

Non-Executive - Non Independent Director

-

Sri. Ramesh Rudrappan

Non-Executive - Independent Director

-

Sri. A.Palaniappan

Non-Executive - Independent Director

-

Sri. Arun Selvaraj

Non-Executive - Independent Director

-

Sri. B.K.Ravi Kumar*

Chief Financial Officer (CFO)

-

Sri. S.Sathyanarayanan*

Company Secretary

-

Note: For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

* CFO and Company Secretary were appointed in the course of the financial year and hence the previous financial year data is not available for comparison.

c) The percentage increase in the median remuneration of employees in the financial year: 30.17%

d) The number of permanent employees on the rolls of company: 241

e) The explanation on the relationship between average increase in remuneration and company performance:

Company’s PAT has grown from Rs,823.58 Lakhs during 2014-15 to Rs,859.90 Lakhs during 2015-16, an increase of 4.41% against which the average increase in remuneration is 17.15%; and this increase is aligned with the Remuneration Policy of the Company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Name

Designation

Remuneration, (CTC) (in Rs,)

% increase in CTC

PAT (Rs, in Lakhs)

%

increase in PAT

Smt. Nethra J.S.Kumar #

Chairperson and Managing Director

80,00,937

5.68

859.90

4.41

Sri. B.K.Ravi Kumar*

Chief Financial Officer (CFO)

5,94,234

-

859.90

4.41

Sri. S.Sathyanarayanan*

Company Secretary

7,39,205

-

859.90

4.41

#The remuneration includes CommissionRs,9,92,937/-, Company’s Contribution to provident fundRs,7,20,000/-, Gratuity contribution -Rs,2,88,000/- and excludes Leave entitlementRs,4,98,992/

* CFO and Company Secretary were appointed in the course of the financial year and hence the previous financial year data is not available for comparison.

g) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

31st March, 2016

31st March, 2015

Market Capitalization of the Company (Rs, in Lakhs)

8571

7873

Issued Capital (in Nos.)

2458000

2458000

Closing Price at BSE Ltd (in Rs,)

348.70

320.30

Earnings Per Share (in Rs,)

34.98

33.51

Price Earnings Ratio as at the closing date

9.97

9.56

Note: Percentage increase over decrease in market quotations of the shares of the Company in comparison with the last public offer is not applicable as the last public offer was in 1984 and the data is incomparable.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration:

Average increase in remuneration is 17.54% for employees other than Managerial Personnel and KMP while it is 5.68% for Managerial Personnel (KMP and Senior Management).

i) The Key Parameters for any variable component of the remuneration availed by the Directors:

The remuneration of Chairperson and Managing Director consists of a Commission paid at the rate of 4%. Besides the above there are no variable components in Managerial Remuneration.

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Nil k) Affirmation that the remuneration is as per the remuneration policy of the Company: Yes.

l) Particulars of Employees: [Rule 5(2) and Rule 5(3) of Companies (Appointment & Remuneration of Managerial Personnel Rules, 2014):

Name (Age in Years)

Designation

Gross Remuneration Paid (in Rs,)

Qualification

Date of commencement of employment (Experience in Years)

Previous

employment

Smt.Nethra J.S.Kumar (44 years)

Chairperson and Managing Director

80,00,937

Management

degree

23-10-2000 (15 Years )

Nil

Note: 1. The remuneration includes CommissionRs,9,92,937/-, Company’s Contribution to provident fundRs,7,20,000/-, Gratuity contribution -Rs,2,88,000/- and excludes Leave entitlementRs,4,98,992/-. Employment is contractual.

2. The above mentioned employee is not relative (in terms of the Companies Act, 2013) of any director of the Company except Sri. D.Senthil Kumar, Director and Sri. Sanjay Jayavarthanavelu, Director. Further no employee of the Company is covered by the Rule 5(2)(iii) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014, that is employee holding by himself or with this family shares of 2% or more in the Company and drawing remuneration in excess of the Managing Director.

3. The remuneration details are for the year 2015-16 and all other particulars are as on 31st March, 2016.

24. Comments u/s 232(2)(c) and Schedule V Part II Section II

Since the Company does not belong to the specified class of the companies, the above cited provisions of the Companies Act, 2013 is not applicable to the Company.

25. Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement for part of the financial year, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

The shares of the Company is listed in BSE Limited, Mumbai. The listing fees is paid up to date and the shares of the Company were not suspended for trading by the Stock Exchange at any time during the year under review.

26. Auditors:

Statutory Auditors:

The Company''s Auditors, M/s N.R.Doraiswami & Co, Chartered Accountants hold the office till the conclusion of the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the present statutory auditors of the Company who have completed a period of 10 years as on 1st April, 2014 are not eligible for reappointment after the period of 3 years from the commencement of the Companies Act, 2013.

In order to ensure smooth transition, it is proposed to appoint one more Auditor as a joint Statutory Auditor for the financial year 2016-17 and the said auditor will continue as a Statutory Auditor of the Company for a term of five years. It is proposed to appoint M/s. Subbachar & Srinivasan, Chartered Accountants as Statutory Auditor for a term of five years commencing from the financial year 2016-17 who will retire at the conclusion of the Annual General Meeting to be held in the year 2021.

For the financial year 2016-17, M/s N.R.Doraiswami & Co, Chartered Accountants and M/s. Subbachar & Srinivasan, Chartered Accountants will be the joint Statutory Auditors. M/s N.R.Doraiswami & Co, Chartered Accountants will retire at the Annual General Meeting to be held in the year 2017. The auditors have consented and confirmed their eligibility for appointment as statutory auditors of the Company.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MDS & Associates, Coimbatore, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17

27. Acknowledgements

Your Directors thank the Customers, Bankers, Vendors, Shareholders and other Stakeholders for their continued support and patronage.

The Directors wish to place on record their appreciation for the cooperation and contribution made by the employees at all levels towards the progress of the Company.

On behalf of the Board

Place : Coimbatore Nethra J.S. Kumar

Date : July 1, 2016 Chairperson and Managing Director

(DIN :00217906)


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

Find IFSC