Home  »  Company  »  LGB Forge Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of LGB Forge Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the Nineth Annual Report of your Company together with the audited accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2015 as compared to the previous year is as below

Particulars 31.03.2015 31.03.2014 (Rs in Lakhs) (Rs in Lakhs)

Gross Income 8263.17 8,868.48

Profit before Interest, Depreciation & Tax 616.34 854.54

Less: Interest 427.00 608.84

Depreciation (refer Note No.34) 390.45 801.15

Add: Exceptional items 187.32 862.52

Profit/ (Loss) Before Tax (13.79) 307.07

Profit / (Loss) After Tax (13.79) 307.07

Depreciation adjusted against opening balance of retained earnings (refer Note No.34) (115.57) -

Add : Balance brought forward (3999.41) (4,306.48)

Amount transferred to Balance Sheet (4128.77) (3,999.41)

PERFORMANCE OF THE COMPANY

During the year under review, your Company''s Gross Revenue is '' 8263.17 Lakhs [Previous Year: '' 8868.48 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to '' 616.34 Lakhs [Previous Year ('' 854.54 Lakhs]. The Net profit/ (Loss) stood at '' (13.79) Lakhs [Previous Year Net Profit '' 307.07 Lakhs].

AMOUNT TRANSFERRED TO RESERVES.

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2014-2015.

PUBLIC DEPOSITS.

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies

(Acceptance of Deposit) Rules, 2014. As on 1st April , 2014, no amounts were outstanding which were classified as ''Deposits'' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposit which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached in prescribed form (MGT-9) as Annexure-A which forms part of this Report.

DISCLOSURE UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, WITH RESPECT TO MATERIAL CHANGES AFTER THE DATE OF FINANCIAL REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2015) and the date of the Report (April 30, 2015)

INTERNAL CONTROL SYSTEMS AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No Significant and Materials orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Hence the requirement for furnishing of details under Section 134(3) (h) in prescribed Form No.AOC-2 is not applicable.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The Company has not provided any loan, Guarantee and made investments under Section 186 of the Companies Act, 2013 hence no information as per provisions of Section 134 (3) (g) of the Companies Act, 2013 has been furnished.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not granted any Employees Stock Options Scheme, during the year under review and hence no information required to be furnished as per the provisions of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES.

The Company has not issued any Sweat Equity Shares during the year under review and hence no information required to be furnished as per the provisions of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES.

The Company has no Subsidiary, Joint Venture or Associate Companies during the year under review and hence no information required to be furnished as per the provisions of Rule 8 (5)(iv) of the Companies (Accounts) Rules, 2014.

SHARE CAPITAL

The Paid-up share capital of the Company as at 31st March 2015 stood at Rs.1500.02 lakhs. During the year under review the Company has not made any fresh issue of shares.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of the business of the Company during the year under review.

MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and as per the Articles of Association of the Company, Sri.V.Rajvirdhan Director & Vice Chairman of the Company (DIN: 00156787) retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

APPOINTMENTS / RESIGNATION OF DIRECTORS / KMP.

During the year under review the following changes were occurred in the Directors and Key Managerial Personnel.

- Sri.V.Rajvirdhan, Executive Director resigned with effect from 16.05.2014 and appointed as Non- executive Vice Chairman of the Company. The Board placed on record its appreciation for the services rendered by Sri.V.Rajvirdhan during his tenure as Executive Director with the Company.

- Sri.K.Karthik was appointed as an Executive Director with effect from 16.05.2014 for the period of three years and same has been confirmed by the shareholders at the previous Annual General Meeting held on 9th July 2014.

- Sri. P.Shanmugasundaram, Sri.KNV Ramani, Sri.P.V.Ramakrishnan, Sri.Harsha Lakshmikanth were appointed as an Independent Directors of the Company in accordance with the provisions of the Companies Act, 2013 at the previous Annual General Meeting held on 9th July 2014. All the Independent Directors have given declaration that they meet the criteria of Independence as laid down in the Section 149(6) of the Act and clause 49 of the Listing Agreement and there is no change in their status of Independent.

- None of the Independent Directors will retire at the ensuing Annual General Meeting.

- Sri.B.Hariganesh, Company Secretary of the Company has resigned with effect from 30th January 2015.

- Sri.G.Karthik has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 30th January 2015.

- Sri.R.Ramakrishnan has been appointed as the Chief Financial Officer of the Company with effect from 30th January 2015.

- Ms. Aishwarya Rao was appointed as an Additional Director (Independent) on the Board with effect from 31st March 2015. We seek your confirmation for appointment of Ms.Aishwarya Rao as an Independent Director for a term up to five consecutive year''s i.e from 10th September 2015 to 9th September 2020.

At the Board Meeting held on 30th January 2015, Sri.K.Karthik, Executive Director, Sri.G.Karthik, Company Secretary and Sri.R.Ramakrishnan, Chief Financial Officer were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-Section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013

DISCLOSURE RELATING TO BOARD, COMMITTEES AND POLICIES

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 times during the financial year ended on 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details of Board Meeting Dates and Particulars of Directors Attendance are given in the Corporate Governance Report, has been enclosed with this report. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31st March 2015, the Independent Directors held a separate meeting in compliance with the requirement of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31st March, 2015, the Board of Directors hereby confirms that,

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that such accounting policies have been selected and applied consistently except as stated in note number 34 of the financial statement and the Directors 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 loss of the company for that period;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

NOMINATION AND REMUNERATION COMMITTEE AND REMUNERATION POLICY.

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-Section (3) of Section 178. The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Kindly refer the Corporate Governance Report, for matters relating to constitution, meetings, and functions of the Committee and remuneration policy formulated by this committee.

AUDIT COMMITTEE

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

Kindly refer to the section on Corporate Governance, under the head, ''Audit Committee'' for matters relating to the composition, meetings, and functions of the Committee. The Board was accepted the Audit Committee recommendations during the year whenever required, hence no disclosure required under section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower for Directors and employees of the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.lgbforge.co.in Your Company hereby affirms that no complaints were received during the year under review.

STAKEHOLDER RELATIONSHIP COMMITTEE

Kindly refer to the section on Corporate Governance, under the head, ''Stakeholder Relationship Committee'' for matters relating to the composition, meetings, and functions of the Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

According to Section 135 of the Companies Act, 2013, no requirement for our Company to constitute the CSR Committee and for framing the CSR Policy. Hence no requirement to furnish the details under Section 134(3) (o) of the Companies Act, 2013.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS.

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

FAMILIARIZATION PROGRAMMES

The Company has conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibility in the Company and the technology and risk management systems of the Company.

Directors are encouraged to attend the training programmes being organized by various regulators/ bodies/ institutions on above matters.

RISK MANAGEMENT POLICY.

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholder''s values and providing an optimum risk- reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

M/s. Haribhakti & Co LLP; Chartered Accountants (Firm Registration Number: 103523W), Coimbatore, who are the statutory auditors of the Company, hold the office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules made there under, it is proposed to appoint M/s.Haribhakti & Co LLP; Chartered Accountants as Statutory auditors of the Company from the conclusion of forthcoming AGM to the conclusion of the fifth consecutive AGM, subject to the ratification of their appointment at every AGM held after this AGM.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri.P.Eswaramoorthy B.Sc, FCS, (Membership No. FCS 6510 and CP.No.7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report (in Form No. MR.3) for the financial year 2014-15 is attached as Annexure- B which forms part of this Report.

INTERNAL AUDITOR

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 and rules made there under, Sri.MP Gopalakrishnan, Chartered Accountant was appointed as an Internal Auditor of the Company for the financial year 2014-15.

OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDIT REPORTS.

The Statutory Audit report and Secretarial Audit report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

OTHER DISCLOSURES

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure C" which form part of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The Information as required under the provisions of the Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in the "Annexure D" which forms part of this report.

Further,

- None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 134 of the Companies Act, 2013.

- As on 31st March 2015 there were 362 Permanent employees of the Company.

PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

Our Company does not have Holding and Subsidiary Company and hence no information required to be furnished under Section 197(14) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

The Management Discussion and Analysis Report of the operations of your Company is provided in a separate section of this Annual Report and forms part of the Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered in to with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance is forms part of this Report.

DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ''Said Act'') has been made effective from December 9, 2013. This Act is to provide protection against Sexual harassment and for matters connected therewith and incidental threto. The Company has constituted an Internal Compliant Committee (ICC) on 15th May 2014 as required by the said Act. The Company is strongly opposed to sexual harassment and employees are made aware about consequences of such acts and about the constitution of ICC.

During the year under review, no complaints were filed with the committee under the provisions of the said Act.

UNCLAIMED AND UNPAID DIVIDENDS

As on 31st March, 2015 as no amount lying in the unpaid dividends account of the Company.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and BSE Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2015-2016 have been paid to them well before the due date i.e. April 30, 2015.

INDUSTRIAL RELATIONS

Your Company firmly believes that people are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation of the customers, suppliers and investors for the support extended. We also gratefully acknowledge the continued assistance and co-operation extended by Government authorities, financial institutions and banks to the Company.

The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whom the growth of the Company is unattainable. Your Directors look forward to the long term future with confidence

By Order of the Board

K. KARTHIK P. SHANMUGASUNDARAM Coimbatore Executive Director Director 30.04.2015 DIN: 06846794 DIN: 00119411


Mar 31, 2014

The Directors take pleasure in presenting the 8th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2014.

Financial results:

The summary of the financial performance of the Company for the year ended 31st March, 2014 as compared to the previous year is as below:

Particulars 31.03.2014 31.03.2013 (Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 8,868.48 11,116.59

Profit before Interest, Depreciation & Tax 854.54 1,385.61

Less:

Interest 608.84 787.82

Depreciation 801.15 968.47

Add: Exceptional items 862.52 (65.37)

Profit/ (Loss) Before Tax 307.07 (436.05)

Profit / (Loss) After Tax 307.07 (436.05)

Add : Balance brought forward (4,306.48) (3,870.43)

Amount transferred to Balance Sheet (3,999.41) (4,306.48)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2013-2014.

PERFORMANCE OF THE COMPANY

During the year under review, your Company''s Gross Revenue is Rs. 8868.48 Lakhs [Previous Year: Rs. 11,116.59 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs. 854.54 Lakhs [Previous Year ( Rs. 1,385.61 Lakhs]. The Net profit stood at Rs. 307.07 Lakhs [Previous Year Net Loss Rs. 436.05 Lakhs].

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-2015 have been paid to them well before the due date i.e. April 30, 2014. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-2015.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. B. Vijayakumar is liable to retire by rotation and is eligible for re-appointment.

Impending notifications of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49(II) of the Listing Agreement appointment of Independent Director is required.

Your Directors appointed Sri. P. Shanmugasundaram and Sri. K.N.V. Ramani as independent Directors for Five consecutive years from 9th July 2014 to 8th July 2019 as they retired in the ensuing Annual General Meeting and Re appointed .

Sri. P. V. Ramakrishanan, and Sri. Harsha Lakshimikanth Directors of the Company are being appointed as Independent Directors for Five consecutive years from 1st September, 2014 to August 31st 2019 as per the provisions of Section 149 and the other applicable provisions of the Companies Act, 2013.

Directors appointed pursuant to Section 149 ,150, and 152 of the Companies Act, 2013 and for compliances of clause 49(II) of the Listing Agreement .

Sri. K. Karthik has been appointed as Additional Director and Whole time Director in the Board Meeting held on 30th January 2014 and later he has been re-designated as Executive Director w.e.f. 16th May 2014. The Company has received a letter from a member with the requisite deposit for his appointment as a Director.

After Sri K. Karthik was appointed as Whole time Director of the Company w.e.f. 01-02-2014, he has been effectively attending to the day-to-day affairs of administration. In this context and since Sri. V. Rajvirdhan expressed his inability to pay attention to day-to-day business of the Company, he resigned as Executive Director w.e.f. 16- 05-2014 and Sri K.Karthik was re-designated as Executive Director without any other variation in the terms of appointment.

However considering that Sri. V. Rajvirdhan has familiarized himself with the business, the performances and the future prospects and potentials of the Company during his tenure as Executive Director, the Board of Directors considered it appropriate to have his continued guidance in a non-executive capacity as Vice- Chairman. It is envisaged that this arrangement would help the Company to utilize his services for general guidance and policy directions in crucial areas, apart from future business developments, joint ventures and strategies for the benefit of the Company. He would be eligible for a Commission of 1% of the Net Profits of the Company per annum.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act, 1956.

Your Directors Recommend their appointment / Re appointment .

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual report.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Coimbatore, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Company has received a certificate from the Statutory auditors to the effect that their re-appointment, if made, would be eligible under section 141 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed:

- that appropriate accounting policies selected and applied are consistent and the judgments 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.

- that 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; and

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the valued customers, suppliers and banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.



By Order of the Board



Coimbatore V. RAJVIRDHAN

Executive Director

15.05.2014


Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 7th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2013 as compared to the previous year is as below:

Particulars 31.03.2013 31.03.2012 (Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 11,116.59 12,924.25

Profit before Interest, Depreciation & Tax 1,429.62 1,509.66

Less: Interest 831.83 1,023.31

Depreciation 968.47 1,016.12

Exceptional items 65.37

Profit/ (Loss) Before Tax (436.05) (529.77)

Profit / (Loss) After Tax (436.05) (529.77)

Add : Balance brought forward (3,870.43) (3,340.66)

Amount transferred to Balance Sheet (4,306.48) (3,870.43)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2012-2013.

PERFORMANCE OF THE COMPANY

During the year under review, your Company''s gross revenue is Rs. 11,116.59 Lakhs[previous year Rs. 12,924.25 Lakhs]. Gross Profit/(Loss) before, interest, depreciation and tax amounted to Rs. 1429.62 Lakhs[previous year (Rs. 1509.66 Lakhs]. The net loss came to Rs. 436.05 Lakhs[previous year Rs. 529.77 Lakhs]. The major contributories to Net Loss in the financial year under review were due to severe disturbance to Production due to frequent Power Cut, very poor market condition, declining automotive market, high interest rates affecting market conditions.

RIGHTS ISSUE

Your Company has raised Rs. 500.01 Lakhs through the Rights issue, by issue of 5,00,00,517 Equity Shares of Rs. 1/- each at a premium of Rs. 1.75/- to the existing shareholders on rights basis. The aforesaid shares allotted under rights issue started traded on The Bombay Stock

Exchange and National Stock Exchange w.e.f 14th of May, 2012.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2013-2014 have been paid to them well before the due date i.e. April 30, 2013. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2013-2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri. B. Vijayakumar and Sri. Rajiv Parthasarathy are liable to retire by rotation and are eligible for re-appointment.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

PUBLIC DEPOSITS

The Company has not accepted any Fixed Deposit during the year under review.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with the Practicing Company Secretary''s Certificate thereon and a Management Discussion and Analysis Report are attached and forms part of this report.

AUDITORS

M/s. Haribhakti & Co Chartered Accountants, Coimbatore, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Company has received a certificate from the Statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDIT

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit for the Company. Based on recommendations of the Audit Committee and subject to approval of the Central Government, Dr. G.L. Sankaran, Cost Accountant, Coimbatore have been appointed as Cost Auditors for the year. The relevant cost audit report for the financial year 2011-12 has been filed within the due date

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed.

- that appropriate accounting policies selected and applied are consistent and the judgments 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 loss of the Company for the year ended on that date.

- that 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; and

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the valued customers, suppliers and banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

V. RAJVIRDHAN Coimbatore

Executive Director

30.04.2013


Mar 31, 2012

The Directors take pleasure in presenting the 6th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2012 as compared to the previous year is as below:

Particulars 31.03.2012 31.03.2011 (Rs in Lakhs) (Rs in Lakhs)

Gross Income 14,070.32 13,923.56

Profit before Interest, Depreciation & Tax 1,509.66 1,221.51

Less:

interest 1,023.31 1,031.58

Depreciation 1,016.12 1,052.24

Profit/ (Loss) Before Tax (529,77) (362.31)

Less: Short provision for Income Tax earlier years - -

Profit / (Loss) After Tax (529.77) (862.31)

Add : Balance brought forward (3,340.66) (2,478.35)

Amount transferred to Balance Sheet (3,870.43) (3,340.66)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2011 -2012.

PERFORMANCE OF THE COMPANY

During the year under review, your Company's gross revenue is Rs 14070.32 Lakhs [Previous Year: Rs 13923.56 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs 1509.66 Lakhs [Previous Year Rs 1221.51 Lakhs]. The Net Loss came to Rs 529.77 Lakhs [Previous Year Rs 862.31 Lakhs], The major contributories to Net Loss in the financial year under review were due to the major increase in raw material prices, shortage of power, high cost of interest and inability to pass on the increase to our customers.

ENHANCEMENT OF SHARE CAPITAL OF THE COMPANY

During the year under review, the Authorised Share Capital of the Company has been enhanced from Rs 17 Crores to Rs 20 Crores consisting of Rs 17 Crores of Equity Shares of Rs 1/- each and Rs 3 Crores consisting of 3 Lakhs Redeemable Preference Shares of Rs 100/- each.

The Company has issued 5,00,00,517 Equity Shares of Rs 1/- each at a premium of Rs 1.75 per share on Rights basis in the ratio of one share for every two shares held by the shareholders to augment Rs 13.75 crores to strengthen the net-worth of the Company and to reduce borrowings to some extent by way of infusion of equity capital.

The equity capital infused will be utilized for part repayment of unsecured loans, working capital loans and to meet the issue expenses.

The issue received satisfactory response from investors. Your Directors appreciate the confidence reaffirmed by the investors with the Company.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2012-2013 have been paid to them well before the due date i.e. April 30, 2012. The Company has also paid the annual custodian fees to NSDL. & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2012-2013

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company,

Sri.P.Shanmugasundaram and Sri.P.V.Ramakrishnan are liable to retire by rotation and are eligible for re- appointment.

A brief resume, expertise, shareholding in the Company and details of other directorships of these directors as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

PUBLIC DEPOSITS

The amount of Fixed Deposit available with the Company as on 31st March 2012 is Rs.50 lakhs/ - (Rupees Fifty Lakhs Only)

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Company's Scheme.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual report.

AUDITORS

M/s.Haribhakti & Co Chartered Accountants, Coimbatore, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

COST ACCOUNTING RECORDS

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit for the Company. Based on recommendations of the Audit Committee Dr. G.L. Sankaran, Cost Accountant, Coimbatore has been appointed as Cost Auditor for the year.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed.

- that appropriate accounting policies selected and applied are consistent and the judgments 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.

- that 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; and

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the valued Customers, Suppliers and Banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN P. SHANMUGASUNDARAM

28.04.2012 Executive Director Director


Mar 31, 2011

The Directors take pleasure in presenting the 5th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2011 as compared to the previous year is as below :

Particulars 31-03-2011 31-03-2010 (Rs. in Lakhs) (Rs. in Lakhs)

Profit before Interest, Depreciation & Tax 1221.51 677.74

Less:

Interest 1031.58 964.47

Depreciation 1052.24 1072.60

Profit/ (Loss) Before Tax (862.31) (1359.33)

Less : Short Provisions for Income Tax for earlier years - 0.03

Profit / (Loss) After Tax (862.31) (1359.36)

Add : Balance brought forward (2478.35) (1118.99)

Amount transferred to Balance Sheet (3340.66) (2478.35)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2010-2011.

PERFORMANCE OF THE COMPANY

During the year under review, your Companys gross revenue is Rs.13153.85 Lakhs [Previous Year: Rs. 10437.19 Lakhs. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs.1221.51 Lakhs [Previous Year (Rs.677.74 Lakhs]. The Net Loss came to Rs.862.31 Lakhs [ Previous Year Rs. 1359.36 Lakhs). The Gross Income of the Company has grown by 26% over the previous year. The major contributories to Net Loss in the financial year under review were due to major increase in raw material prices, shortage of power, adverse forex fluctuations, and inability to pass on the increases to our customers.

The Operations of the Company have been streamlined for the available power and the customer base has been rationalized. This will improve the operations for the current year with a better cash flow and retention.

The bank credit facility enjoyed by your Company by way of secured loans have been guaranteed by M/s. L.G. Balakrishnan & Bros Ltd.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2011 -2012 have been paid to them well before the due date i.e. April 30, 2011. The Company had paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2011 - 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Sri. K.N.V. Ramani and Sri. Harsha Lakshmikanth are liable to retire by rotation and are eligible for re-appointment.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Notice of ensuing Annual General Meeting.

PUBLIC DEPOSITS

The amount of Fixed Deposit available with the Company as on 31st March 2011 is Rs. 1,08,00,000/- (Rupees One Crore and Eight Lakhs Only)

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Companys Scheme.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

AUDITORS

The Auditors, M/s.Haribhakti £t Co, Chartered Accountants, Coimbatore, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed.

- that appropriate accounting policies selected and applied are consistent and the judgments 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.

- that 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; and

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

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to the valued Customers, Suppliers and Banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN P. SHANMUGASUNDARAM

29.04.2011 Executive Director Director


Mar 31, 2010

The Directors take pleasure in presenting the 4th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2010 as compared to the previous year is as below

Particulars 31-03-2010 31-03-2009 (Rs. in Lakhs) (Rs. in Lakhs)

Profit before Interest, Depreciation & Tax 677.74 964.10

Less: Interest 964.47 1009.76

Depreciation 1072.60 1065.83

Profit/ (Loss) Before Tax (1359.33) (1111.49)

Less : Short Provisions for Income Tax for earlier years 0.03 -

Fringe Benefit Tax - 7.50

Profit / (Loss) After Tax <1359.36) (1118.99)

Add : Balance brought forward (1118.99) -

Amount transferred to Balance Sheet (2478.35) (1118.99)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2009-2010.

PERFORMANCE OF THE COMPANY

During the year under review, your Companys gross revenue is Rs.10395.27 lakhs [Previous Year: Rs.9612.77 lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs.677.74 lakhs [Previous Year (Rs.964.10 lakhs]. The Net Loss came to Rs.1359.36 lakhs [Previous Year Rs.1118.99 lakhs]. The major contributories to Net Loss in the financial year under review were due to major increase in raw material prices, adverse forex fluctuations, and write off bad debts and provisions.

SHARE CAPITAL

Subsequent to the Special Resolution passed by the members of the Company in their EGM held on 6th January, 2010 to issue 6 Equity Shares, Re.1/- each on Preferential Basis to Promotor and Promotor group in order to consolidate the Equity Shares of Re.1 /- to Rs.10/-, the Board decided to defer the implementation of the consolidation of the Equity Shares as well as issue of 6 Equity Shares of Re.1 /- each due to technical difficulties.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2010-2011 have been paid to them well before the due date i.e. April 30, 2010. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2010-11.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri. P. Shanmugasundaram and Sri. P.V. Ramakrishnan are liable to retire by rotation and are eligible for re-appointment.

Sri. V. Rajvirdhan and Sri. Rajiv Parthasarathy joined the Board as Additional Directors and will hold office till the ensuing Annual General Meeting.

Sri. P.S. Balasubramanian, Managing Director and Smt. Rajsri Vijayakumar, Director have resigned from the Company with effect from 28th January, 2010. Your Directors wish to place on record the valuable services rendered by them during their tenure of their office as Directors.

A brief resume, expertise, shareholding in the Company and details of other directorships of these directors as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

PUBLIC DEPOSITS:

The amount of Fixed Deposit available with the Company as on 31st March, 2010 is Rs.1,00,00,000/- (Rupees One Crore only)

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual report.

AUDITORS:

The Auditors, M/s. Suri £t Co., Chartered Accountants, will retire at the ensuing Annual General Meeting. The Board at its meeting held on April 29, 2010 on the recommendation of the Audit Committee has proposed the appointment of M/s. Haribhakti St Co., Chartered Accountants as Auditors to audit the accounts of the Company for the financial year 2010. You are requested to consider their appointment.

Your Directors wish to place on record their sincere appreciation of the valuable contribution made by M/s. Suri £t Co., Chartered Accountants to our Company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with

Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies selected and applied are consistent and the judgments 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.

- that 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; and

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

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to the valued customers, suppliers and banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN

29.04.2010 Executive Director



 
Subscribe now to get personal finance updates in your inbox!