Mar 31, 2015
The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015
(Rs in actual) S. NO Particulars 2014-15 2013-14
1. Gross Income 45,964,500 4,084,800
2. Depreciation 10,366,397 0
3. Finance Charges 9313 380
4. Gross Profit 18,485,043 1,186,198
5. Provision for Depreciation
6. Net Profit Before Tax 18,485,043 1,186,198
7. Provision for Tax 5,989,777 408,480
8. Net Profit After Tax 12,565,993 777,718
9. Balance of Profit brought forward 12,565,993 777,718
10. Balance available for appropriation 12,565,993 777,718
11. Proposed Dividend on Equity Shares 0 0
12. Tax on proposed 0 0 Dividend
13. Transfer to General Reserve 0 0
14. Surplus carried to Balance Sheet 12,565,993 777,718
Gross revenues increased to Rs. 45,964,500, a growth against Rs.4,084,800 in the previous year. Profit before taxation was Rs.18,485,043 against Rs.1,186,198 in the previous year. After providing for taxation of Rs 5,989,777 respectively, the net profit of the Company for the year under review was placed at Rs.12,565,993 as against Rs. 777,718, in the previous year.
Your Directors have not recommended any dividend during the financial 2014-15.
The paid up equity capital as on March 31, 2015 was Rs.47.10 Lakhs. During the year under review, the Company issued 17,00,000 Equity shares of Rs.10/- per equity share on preferential issue to Mr.Jesudas Premkumar. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
Cash and cash equivalents as at March 31, 2015 was Rs.21,75,512. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act,2013. The details of the investments made by company is given in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY
The company has not taken any initiatives under "corporate social responsibility" the ceiling limit was not applicable to the company as per section 135 companies act 2013
CONSERVATION OF ENERGY:
a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.
No outside technology is being used for Development activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period the company earned Rs.264.14 lakhs and there was no out flow.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels
Directors Mrs.Kalaimani Thomas, Mr.Xavier Jayaraj and Barthalome Francis has resigned from the board of Directors and Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by them. Mr.Jesudas Premkumar, Mrs.Ruth Hilda, Mr.Karthikeyan and Mr.Allwin Roger were the new directors to the board. Mr.Jesudas Premkumar is the promoter of the company and appointed as Managing Director of the company from 12th November2014.
Mrs.Ruth Hilda, Mr.Karthikeyan and Mr.Allwin Roger were appointed as independent Directors for a term of five years and not liable for retirement by rotation in the Annual General Meeting as independent directors under section 149 of the Companies Act, 2013
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and three Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The directors 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi)The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
SECRETARIAL AUDIT REPORT:
As required under section 204 (1) of the Companies Act, 2013 the secretarial audit is not applicable to the Company.
The Auditors V.Krishnamoorthy, Chartered Accountant, Chennai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure A".
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company secretary in advance.
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.
For and on behalf of the Board of Directors
Chairman & Managing Director