Mar 31, 2013
To the Members,
The Directors hereby present their Eighteenth Annual Report on the business and operations of your Company along with audited financial statements for the Financial Year 2012-13.
The Company recorded a turnover of Rs 12.3 Crores in 2012-13. Despite weakening growth rate in the economy, rising inflation costs, tough competition and low margin in the industry, the Company has completed two projects of Rs 20 Crores secured from M/s Cordon Bleu Properties & Infrastructure (P) Ltd, Coimbatore for construction of residential blocks at Coimbatore and finishing works of ETA Star Techcity (P) Ltd.
Efforts are being made to restructure the capital of the Company including the borrowings of Rs. 60 Crores from State Bank of India. The Company is negotiating to raise long term funds for repayment of loans and to augment its future growth. Immediate objective of the Company is to stabilize infrastructure business and then plan for its growth. However the present slowdown in the financial markets is not enabling the Company to negotiate a restructuring plan.
In view of the loss during the year, your Directors are not recommending any dividend for the financial year 2012-13.
Report on Corporate Governance:
As required by the existing clause 49 of the listing agreement entered into with the stock exchanges a separate report on corporate governance is given as part of the annual report along with the auditors'' statement on its compliance.
Directors'' Responsibility Statement under section 217(2AA) of the Companies Act 1956
As required under Section 217 of the Companies Act, 1956, your Directors confirm that:
- In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;
- The Directors have selected appropriate 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 profits of the Company for that period;
- The Directors have taken proper and sufficient care 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
- The accounts for the financial year ended March 31, 2013 have been made on a going concern basis.
Auditors and their Report:
M/s. Sundar, Srini& Sridhar, Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting and being eligible, are recommended for re-appointment. A certificate in this regard has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.
With regard to the observations made by the audit regarding (i) Fixed assets, major portion of reconciliation of fixed assets is being completed and description of assets and current location will be incorporated in the asset records upon such reconciliation.(ii) Adequacy of the internal audit system commensurate with the size of the Company and nature of its business, the Board is of the Opinion that the present system is adequate for the present level of business however steps will be taken to improve wherever required. (iii) Repayment of overdue amounts, the Company is planning to raise long term funds for settlement of loans and also augment working capital for future growth (iv) Erosion of net worth and incurring of cash losses, the Company is planning to raise long term funds for settlement of loans and also augment working capital for future growth. (v) Outstanding statutory dues, the Company will be making the pending statutory dues on receipts of some payments from clients in the near future or on receipt of Long Term Funds.
Information as per section 217(1) (e) of the Companies Act, 1956:
Your Company has no activity with regard to conservation of energy, Research & Development or technology absorption. There were no Foreign Currency earnings or expenditure during this year.
The Company has recognized the need for an integrated risk management framework and has taken appropriate measures to design comprehensive risk identification and mitigation framework .The internal control policy is reviewed periodically and realigned to meet the risk mitigation requirements.
Your Directors would like to place on record and acknowledge the commitment and dedication on the part of the employees of your Company at all levels in continuing to contribute to your Company during these tough times. The Industrial Relations continues to be cordial.
No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.
The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
Particulars under section 212 of the Companies Act, 1956:
As required under the provisions of Section 212 of the Companies Act, 1956, a statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.
Your Directors would like to place on record their sincere thanks to the Company''s suppliers, contractors, clients, shareholders, auditors and bankers and other acquaintances for their continued support during the year and look forward to their continued support in the future.
For and on Behalf of the Board
Date: 31/05/2013 Mr. R. Sriram