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Directors Report of SRK Industries Ltd.

Mar 31, 2015

The directors present herewith the 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015:-

(Amount in Lac)

FINANCIAL RESULTS 2014-15 2013-14

Revenue from operations 304.11 2308.35

Other Income 168.27 129.52

Less: Operational & Other expenses 319.91 2221.59

Profit/(Loss) before Depreciation 152.47 216.30

Less: Depreciation 3.15 3.03

Less: Finance Cost 6.64 -

Profit/ (Loss) Before Taxation 142.68 213.27

Less: Provision for Tax 46.60 69.17

Less: Prior Year's Income Tax 9.16 -

Net Profit After Tax 86.92 144.10

REVIEW OF OPERATIONS :

For the year ended March 2015, your Company has recorded revenue of Rs.304.11 lacs as compared to Rs. 2308.35 lacs in the previous year. The company has generated net profit of Rs. 86.92 lacs as against net profit of Rs. 144.10 lacs in the previous year.

TRANSFER TO RESERVES :

The credit balance of Profit & Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your Directors decided to plough back the profit and therefore dividend is not declared.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. As on 31st March 2015, the paid up capital of the Company was Rs. 39,22,66,900/- comprising of 78453380 equity shares of Rs. 5/- each.

DIRECTORS:

Mr. Rakeshchand M. Jain is Managing Director of the Company, who is liable to retire by rotation and eligible to offer himself for re-appointment.

Mr. H.P Chourasia and Mr. S.L. Ojha are Independent directors on the Board.

Ms. Madhuri A Gupta was appointed as an Additional Director on 2nd March, 2015.

Her appointment as Independent Women Director had been confirmed by Shareholders by way of postal ballot dated 13th April, 2015 for a period of 5 years.

Mr. Harish R Jain has resigned from the directorship w.e.f. 25th February, 2015. The Board place on record Its appreciation for the service rendered by him during the tenure with the Company.

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act,2013:- MS. Madhuri A. Gupta Mr. H. P. Chourasia Mr. S. L. Ojha

BOARD EVALUATION

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.

The Evaluation was carried out by Board during the year

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met nine times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure to this Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently four Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The directors confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors 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 & of the profit of the Company for the year ended on that date.

3. The directors have taken proper and sufficient care towards 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

RISKS AND MANAGEMENT POLICY

The Company has in February 2015 constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. . The said policy is attached as Annexure to this report.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focusses on ensuring that these risks are identified on a timely basis and addressed.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS AND AUDITOR'S OBSERVATIONS:

1. Statutory Auditor

During the Current financial year Messrs Vasu & Co. Statutory Auditor of the company has resigned due to orthopedic medical problem and hence Messrs V. R. Renuka & Co, Chartered Accountants, Mumbai have been appointed as statutory auditor of the company. The said appointment has been Confirmed by shareholders dated 13.04.2015 Messrs V. R. Renuka & Co, Chartered Accountants, Mumbai, hold office up to the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment for a term of four consecutive years from the conclusion of twenty fourth Annual General Meeting up to the conclusion of twenty eighth Annual General Meeting of the Company in the calendar year 2019. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment

COMMENTS ON STATUTORY AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/S. V. R. Renuka, Statutory Auditors, in their Audit report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. All observations of Auditors are self-explanatory and therefore do not call for any further comments by Directors in this report.

2. Secretarial Auditor Mr. Shreyans Kumar Jain, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report in Form MR-3 for FY 2014-15 as annexed to this Report.

During the Secretarial Audit following observation made by Mr. Shreyance Kumar jain, Practicing Company Secretary:

a) In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have whole time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of sub - Section (1) of the said Section, however the Company yet to appoint the KMP under clause (ii) & (iii) and the time allowed to comply with the said requirement is already elapse.

b) At certain instances there's delay in filing of Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) At certain instances there's delay in submission of Disclosures under SEBI (Prohibition of Insider Trading) Regulations 1992.

COMMENTS ON OBSERVATION BY SECRETARIAL AUDITOR

As Concern with point no. (a) Company already appointed Mr. Rakeshchand M Jain as a Managing Director on the Board, Company has also appointed Company Secretary in Board Meeting held on 3rd September, 2015. As concern with appointment of CFO our Management Including Managing Director is capable to handled all such issue smoothly & Conveniently and hence appointment of CFO is not required at this time.

As Concern with point no.(b) & (c) due to the oversight company has delayed in filing the disclosure mentioned in said points. ,

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

DEPOSITS:

During the year, the Company has not accepted any deposits under the Companies Act, 2013

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

VIGIL MECHANISM

The Company has established a Whistleblower policy mechanism for Directors and employees to report their genuine concerns, details of the said mechanisms is annexed to this Report.

EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in the prescribed Form MGT-9, is annexed to this report.

Related Party Transactions

There have been related party transactions between the Company and the Directors, or their relatives. Accordingly, particulars of transactions with related parties referred to in Section 188(1) along with the justification for entering into such Transaction in Form AOC-2 is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments made Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, Disclosures pertaining to remuneration and other de- tails as required under Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the MGT-9 and in notes in Financial accounts.

SUBSIDIARIES COMPANIES:

The Company does not have any subsidiary Company.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM for FY 2011-12.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2015, 84.12% of the Company's paid-up share capital representing 7,84,53,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company's shares on either of Depositories.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co- operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

By Order and on behalf of the board

Sd/-

Rakeshchand M.Jain

Chairman & Managing Director

Place: Mumbai

Dated: 3rd September, 2015

Registered Office:

310 V star Plaza, 'A' wing,

Chandavarkar Road,

Borivali (w)

Mumbai – 400 092 (Maharashtra)


Mar 31, 2014

Dear members,

The directors present herewith the 23rd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014:-

(Amount in Lac) FINANCIAL RESULTS 2013-14 2012-13

Revenue from operations 2308.35 3396.53

Other Income 129.52 95.22

Less: Operational & Other expenses 2221.57 3249.29

Profit/(Loss) before Depreciation 216.30 242.46

Less: Depreciation 3.03 3.00

Profit/ (Loss) Before Taxation 213.27 239.46

Less: Provision for Tax 69.17 54.75

Net Profit After Tax 144.10 184.71

OPERATIONS:

For the year ended March 2014, your Company has recorded revenue of Rs. 2437.87 lacs as compared to Rs. 3491.76 lacs in the previous year. The company has generated net profit of Rs. 144.10 lacs as against net profit of Rs. 184.71 lacs in the previous year.

TRANSFER TO RESERVES :

The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your directors had declared and paid interim Dividend @1% in November 2013 which is final dividend for the year under review. Your directors request you to confirm the said interim dividend as a final dividend for the year under review.

DIRECTORS:

Mr. Rakeshchand M. Jain is Managing Director of the Company.

Mr. Harish R. Jain was appointed as an Additional Director on 22nd April, 2014. His appointment has to be confirmed by the shareholders in this Annual General Meeting. Mr. Kamal S.Jain has resigned from the directorship w.e.f. 29th May 2014. Mr. H.P Chourasia and Mr. S.L. Ojha are other directors on the Board. Being Independent Diretors, the company accord approval from members for appointment of Mr. Harish R. Jain, Mr. H.P. Chourasia & Mr. S.L.Ojha for a period of 5 years. Mr. Harish R. Jain In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Harish R Jain, Additional independent Director retires by rotation & being eligible offer himself for re-appointment.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. As on 31st March 2014, the paid up capital of the Company was Rs. 39,22,66,900/- comprising of 78453380 equity shares of Rs. 5/- each. However face value of each shares was reduced from Rs. 10/- each to Rs. 5/- each

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars required 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 Annexure-I to this Directors Report.

AUDITORS AND AUDITOR''S OBSERVATIONS:

Messrs Vasu & Co, Chartered Accountants, Kolkata, who retire at the ensuing Annual General Meeting, and being eligible for offer themselves for re-appointment. All observations of Auditors are self explanatory and therefore do not call for any further comments by Directors in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2014, and of its profit for the year ended on that date;

c) 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 your Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis

SUBSIDIARIES:

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM for FY 2011-12.

SHIFTING OF REGISTERED OFFICE:

During the previous financial year, the shareholders have approved the special resolution in respect of shifting of registered office from Coimbatore (Tamilnadu) to Mumbai (Maharashtra). The Regional director of Chennai has already confirmed the said shifting of registered office vide its order dated May 30, 2014.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2014, 73.68% of the Company''s paid-up share capital representing 7,84,53,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

GO GREEN INITIATIVE:

The Ministry of Corporate Affairs, Government of India, through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the email address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit. Keeping the above in view, your Company proposes to send documents such as the Notice of the Annual General Meeting and Annual Reports henceforth to the shareholders by Electronic means, to the e-mail address provided by them and/ or made available to the Company by the Depositories. In absence of any communication from the shareholders, email id in the records of depositories shall be considered registered email id of the respective shareholder. All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may if they wish to receive the Annual Report in electronic form, please send their email to info.investors@srkindltd.co.in . The Company solicits active co-operation of shareholders in helping the Company to implement the e-governance initiatives of the Government.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co- operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

By Order and on behalf of the board Sd/- Rakeshchand M.Jain Place: Mumbai Chairman & Managing Director Dated: 1st September, 2014

Registered Office: F-35, Shagun Arcade, Film City Road, Dindoshi, Malad (East), Mumbai - 400 097 (Maharashtra)


Mar 31, 2013

The directors present herewith the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2013.

(Amount in Lac)

FINANCIAL RESULTS 2012-13 2011-12

Revenue from operations 3396.53 1040.40

Other Income 95.22 0.43

Less: Operational & Other expenses 3238.82 1037.65

Profit/(Loss) before Depreciation 252.94 3.19

Less: Depreciation 3.00 2.73

Profit/(Loss) After depreciation 249.94 0.45

Add/( Less) Prior Period Adjustment 10.48 0.26

Profit/ (Loss) Before Taxation 239.46 0.72

Less: Provision for Tax

Current Tax 54.75 0.14

Deferred Tax (Net) Nil Nil

Net Profit After Tax 184.71 0.57

OPERATIONS:

For the year ended March 2013, your Company has recorded revenue of 3491.76 lacs as compared to Rs. 1040.83 lacs in the last year. The said increase in turnover is due to combined revenue of amalgamated Company. The merger has also benefited the company in increasing its profits.

MERGER OF TRANSCEND COMMERCE LIMITED:

During the year under review, the Bombay High Court and Chennai High Court have approved the merger of Transcend Commerce Limited into the Company and reductions of share capital of the Company vide its order dated December 21, 2012 and February 21, 2013 respectively. As per the scheme of arrangement, all assets and liabilities of Transcend Commerce Limited stands transferred and vested in the Company.

TRANSFER TO RESERVES:

There are no amounts transferred to Reserves during the year under review.

DIVIDEND:

Your directors have not recommended dividend for the year under review.

SHARE CAPITAL:

During the year under review, Hon''ble High Court of Bombay and Hon''ble High Court of Chennai has approved merger of Transcend Commerce Limited into the Company and reduction of share capital of the Company, as per the said Scheme of Arrangement, the Company has made an allotment of 3,88,50,050 equity shares of Rs. 10/- each to the shareholders of Transcend Commerce Limited in a ratio of 222 Equity Shares of Rs.10/- each of the Company for every 100 Equity Shares of Rs. 101- each of Transcend Commerce Limited.

As on 31st March, 2013, the paid up share capital of the Company is Rs. 39,22,66,900/ - divided into 3,92,26,690 equity shares of Rs. 10/- each.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Kamal S. Jain, Director retires by rotation and being eligible offer himself for re-appointment.

During the year under review, Mr. T. Achuthan , Mr. T. Sandeep were resigned w.e.f August 13, 2012.

Mr. T. Narayanan Kutty , Ms. Geetha Narayanan , Ms. Bharathamani have resigned w.e.f January 22, 2013.

Mr. Rakeshchand M. Jain was appointed as a Managing Director of the Company w.e.f. February 1, 2013.

SIGNIFICANT DEVELOPMENTS:

During the year under review the merger of Transcend Commerce Limited into S R K Industries Limited was completed. The Company has diversified its business to investment in housing sector. The Company has earned revenue from the said investment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT. 1956:

The particulars required 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 Annexure-I to this Directors Report.

Auditors:

Messrs Shri S Ganesh, Chartered Accountants, who retire at the ensuing Annual General Meeting, have expressed their inability to continue as the Statutory Auditors of the Company. The Company therefore proposes to appoint Messrs Vasu & Co., Chartered Accountants, who are one of the reputed accounting and auditing firms of the country as the Statutory Auditors of the Company.

The Company has received letter from M/s Vasu & Co., Chartered Accounts, to the effect that their appointment, if made, would be made within the prescribed limits under section 224 (1 B) of the Companies Act, 1956.

AUDITOR''S OBSERVATIONS:

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have adopted such accounting policies and applied them consistently and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a "going concern" basis.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report forthe year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from Practicing Company Secretary of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2013 99.44% of the Company''s paid-up share capital representing 3,90,08,575 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

GO GREEN INITIATIVE:

The Ministry of Corporate Affairs, Government of India, through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the email address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping the above in view, your Company proposes to send documents such as the Notice of the Annual General Meeting and Annual Reports henceforth to the shareholders by Electronic means, to the e-mail address provided by them and/or made available to the Company by the Depositories. In absence of any communication from the shareholders, email id in the records of depositories shall be considered registered email id of the respective shareholder. All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may if they wish to receive the Annual Report in electronic form, please send theiremail to info.investors@srkindltd.co.in

The Company solicits active co-operation of shareholders in helping the Company to implement the e-governance initiatives of the Government.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

On behalf of Board of Directors of

S R K Industries Limited

Sd /-

Rakeshchand M. Jain

Date: August 22, 2013 Chairman & Managing Director

Place: Coimbatore

Registered Office:

3/42, Palaniappa Nagar,

Ramanathapuram Coimbatore Tamil Nadu- 641 045


Mar 31, 2012

The directors have pleasure in presenting the 21st Annual report of your company for the year 2011-2012

OPERATIONAL RESULTS: 2011-2012 2010-2011 (Rs. in lakhs) (Rs. ln lakhs)

Profit before Depreciation 0.72 1.70

Depreciation 0.10 0.05

Net Profit 0.82 1.65

PRESENT SCENARIO: During the year we had concentrated on stabilizing the Company's finances. We have taken to trading of textile as was in the previous year and could achieve a turnover of Rs.10.40 Crore and made a small profit of Rs.0.72 lacs. We have paid almost the entire dues to various Govt, agencies and other creditors.

TRANSFER TO RESERVES: No amount was transferred to Reserves. However, credit balance of Profit & Loss Account has been transferred to Reserves & Surplus.

Dividend: In absence of sufficient profits, your directors do not recommend dividend for the year.

FUTURE PROSPECTS:As a sequel to the steps taken during the last year, Viz: altering the main objects, changing of name, and increasing of the authorized Capital we have made efforts to find new prospective investors in our company. As a prelude to this, we worked hard to get the suspension of trading of our shares in BSE lifted and were successful also. We are happy to announce that the suspension was revoked and trading of shares commenced in BSE from 13.02.2012. Company's web site was also hosted during the year. In order to facilitate the electronic connectivity we applied to NSDL and CDSL. Both the agencies have granted their approval and ISIN number has been allotted to the company. As you are aware our company has made huge accumulated losses which have wiped off the entire Paid up capital. In order to wipe off the losses and to have positive paid up capital structure, we have entered into negotiation with TRANSCEND COMMERCE LIMITED. This company is having a paid up capital of Rs. 17.5 crores without any accumulated losses. An agreement to merge this company with ours is negotiated and a share swapping is agreed to after details study of valuation of respective companies. This merger process has to undergo many stages and we are hopeful to complete the task within this financial year itself.

SCHEME OF ARRANGEMENT : The Board of Directors of the Company in its meeting held on 13.02.2012 has approved the Scheme of Arrangement which includes reduction of paid up capital of the Company from Rs.3,76,69,000/- divided into 37,66,900 equity shares of Rs.10/- each to Rs.37,66,900/- divided into 3,76,690 equity shares of Rs.10/- each without any payment of the cancelled value of said shares to the shareholders of the Company subject to the approval from Hon'ble High Court of Chennai and Mumbai. The capital so reduced shall be set off against accumulated losses. The appointed date is 1st April, 2011, subject to the requisite approval from shareholders, creditors, Stock Exchanges, the Hon'ble High Court of Chennai and Mumbai and other Authorities, as may be required for the purpose. The company has already obtained in-principal approval from BSE and the applications will be filed before the Hon'ble High Court of Mumbai and Chennai in due course of time.

DELISTING FROM MADRAS STOCK EXCHANGE(MSE) : Since the time we had listed our shares from various exchanges including Madras Stock Exchange a lot changes have taken place in the pattern of trading. All the exchanges except BSE and NSE are virtually not contributing to the trading of stocks. Considering this, we have decided to delist our shares from MSE after fulfilling the conditions laid down for the purpose.

AUDITORS : S.Ganesh Chartered Accountants, Coimbatore who is retiring by this AGM as Auditor has indicated his willingness to continue and the availability for appointment as Auditor for the next financial year and the necessary proposals for his re-appointment is also made.

AUDITORS' OBSERVATION : Auditors have not put any adverse remarks/ observation/ qualification which are required to be commented in this report.

MANAGEMENT DISCUSSION AND ANALYSIS : A detailed report on management discussion and analysis is enclosed to this report.

SECRETARIAL COMPLIANCE CERTIFICATE : Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance certificate is forming part of this Report.

DEPOSITS : The Company has not accepted any deposit from Public during the financial year.

EMPLOYEES : There is no employee in the Company drawing remuneration that requires declaration under Section 217(2A) of the Company's Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNING AND OUTGO: The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Your Directors in terms of Section 217(2AA) of the Company's Act, 1956 confirm that

1. All applicable accounting standards have been followed in the preparations of the annual accounts.

2. Your Directors have selected such accounting policies and applied them consistently, made judgments at estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2012 and of the profit of the Company for the year ended on 31.03.2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts.

CORPORATE GOVERNANCE: Pursuant to clause 49 of the listing agreement with the Stock Exchange, a detailed Corporate Governance Report is given in this Annual Report and forms part of it.

CODE OF CONDUCT: All the Directors and Senior Management Personnel have affirmed Compliance with the Code of Conduct.

Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding adherence to Code of Conduct.

In accordance with Clause 49 (1) (D) of the listing agreement all the Directors and Senior Management personnel have affirmed compliance with the code of conduct for the year ended on 31st March 2012.

We use this opportunity to express our gratitude towards our staff.

By order of the Board

For S R K Industries Limited

Sd /

T. Narayanan Kutty

Place: Coimbatore Chairman cum Managing Director

Date: 30.05.2012


Mar 31, 2011

Ladies and Gentlemen,

The directors have pleasure in presenting the 20th Annual report of your company for the year 2010-2011

OPERATIONAL RESULTS :

2010-2011 2009-2010 (Rs in lakhs)

Profit/(loss) 1.70 2.06

Depreciation 0.05 0.01

Net Profit 1.65 2.05

PRESENT SCENARIO :

Our company has been struggling for a long period. For the year ended wewere able to turn the corner by diversifying our activities. We took to trading of textile in the last financial year and posted a turn over of Rs.744.96 and for the second consecutive year made a profit even though very meager. Even though we could not make huge profits which could be distributed among the Members, we could stop the trend of making losses. Alarge portion of sales tax dues have also been paid back. Now a very small sum of dues are remaining to be paid in sales tax and ESI accounts which the Company hope to settle by the next year end.

FUTURE PROSPECTS :

The company has already made efforts to increase the revenue. For this purpose a multi pronged steps are taken. We have changed the "Main objectives clauses" of the company so that we can venture into new areas of operations other than the manufacturing of Cots and Aprons for textile industries only.We intend to increase our presence in "Trading Sector" which has proven to be of good scope for the Company.

In order to reflect the new activities as added in the main objectives clauses , we have changed the company's name as "S R K INDUSTRIES LIMITED" . We have commenced the procedure to comply with all the concerned agencies/ institutions.As are aware that the trading of our shares are suspended by Bombay stock exchange. We have fulfilled all the criterion for the revocation of the suspension. We hope that BSE's order lifting the revocation is expected very soon. Since permitted by the members to increase the Authorised Capital of the Company to Rs.14 Crores, we hope to infuse new capital .

We may be in a position to commence new projects using the new infused capital. We hope the combined efforts in multi phased activities will bring positive results in the coming months.

AUDITORS :

Sri.S.Ganesh, Chartered Accountant, 55, Rangai Gowda Street, Coimbatore who is retiring by this AGM as Auditor has indicated his willingness to continue and the availability for appointment as Auditor for the next financial year and the necessary proposals for his re- appointment is also made

MANAGEMENT DISCUSSION AND ANALYSIS :

A detailed report on management discussion and analysis is enclosed as an annexure - 1 to this report.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance certificate is attached herewith as annexure -2.

DEPOSITS :

The Company has not accepted any deposit from Public during the financial year.

EMPLOYEES :

There is no employee in the Company drawing remuneration that requires declaration under Section 217(2A) of the Company's Act, 1956.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange out going during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 217(2AA) of the Company's Act, 1956 confirm that :

1. All applicable accounting standards have been followed in the preparations of the annual accounts.

2. Your Directors have selected such accounting policies and applied them consistently, made judgements at estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31 -03-2011 and of the profit of the Company for the year ended on 31 -03-2011.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts.

CORPORATE GOVERNANCE:

Pursant to clause 49 of the listing agreement with the Stock Exchange, a detailed Corporate Governance Report is attached with this Annual Report as annexture - 3.

We also take this opportunity to assure our shareholders that it will be our endeavor to see that their investments bear fruit at the earliest possible time.

We use this opportunity to express our gratitude towards our staff.

By order of the Board For S R K INDUSTRIES LIMITED

Sd/- Place : Coimbatore (T Narayanan Kutty) Date : 30-07-2011 Chairman cum Managing Director




Mar 31, 2010

The Director have pleasure in presenting the Nineteenth Annual Report of the Company for the year 2009-2010.

OPERATIONAL RESULTS:

2009-2010 2008-2009

(Rs. In Lakhs)

Profit/(Loss)- 2.06 (488.74)

Depreciation 0.01 0.02

Net Profit/ (Loss) 2.05 (488.72)



PRESENT SCENARIO:

Our Company has settled all the dues excepting the sales taxes as the department of commercial taxes has intimated that a one time settlement scheme will be announced with substantial benefit to sick units . We may avail of the opportunity. The co is maintaining a skeleton staff to manage its accounts and other statutory requirements

FUTURE PROSPECTS:

Company has been approached by certain interested parties to revive the activities with varied operations including trading, infrastructure related activities and financial services. By availing of their assistance trading-in textile fabrics have already been commenced and we have posted a turn over of Rs 3.66 Crores for the Year ended 31-3-2010.

The company has already incurred huge losses which has wiped of the entire Capital. Hence it was decided to bring in additional capital of Rs 10 Crores through the preferential issue of equity to selected interested parties As first step to infuse fresh capial it was decided to increase The Authorised Capital from Rs 4.75 Crores to Rs l4 Crores.

The listing of the. company In Bombay Stock Exchange was suspended due to non filing certain documents.

Now, our company has complied with all the requirements and would strive to get the suspension revoked. We hope the year 2010-201 1 will see a reversal in the companys fortunes.

As first step to infuse fresh capial it was decided to increase the Authorised Capital from Rs 4.75 Crores to Rs 14 Crs The listing of the company In the Coimbatore Stock Exchange was cancelled as per the guidelines issued by the SEBI to the exchange vide their letter no. MRD/DSA/SL/157850/2009 dt 20-3-09.

The Coimbatore Exchange had sought SEBIs guide lines to surrender their recognition.

AUDITORS

Sri.S.Ganesh, Chartered Accountant,55, Rangai Gowder Street, the retiring

Auditor has indicated his willingness to continue and the availability for appointment as Auditor and necessary proposal for his re-appointment is made.

DEPOSFTS:

The Company has not accepted any deposit from Public

EMPLOYEES:

There is no employee m the Company drawing remuneration that requires declaration under Section 217(2 A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

Report are given in Annexures.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in teims of Section 21 (2AA) of the Companies Act, 1956 confirm that:

1). All applicable accounting standards have been followed in the preparation of the annual accounts.

2). Your Directors have selected such accounting policies and applied them consistently and made judgements at estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2010 and of the Profit of the Company for the year ended on 31.03.2010.

3). Proper and sufficient care has been taken for the maintenance of adequate accounting records in the accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4). The annual accounts have been prepared on a going concern basis as stated in of notes on accounts.

CORPORATE GOVERNANCE:

Corporate Governance Report is attached with this Annual Report

We also take this opportunity to assure our shareholders that it will be our endeavour to see that their investments bear fruit at the earliest possible time.

In the last, we fully appreciate the valuable services rendered by Sr. Vasanth Bhadra who has since. retired. We use his opportunity to express our gratitude towards our staff and workers also.

By order of the Board

For ASSOCIATED TEXTILE RUBBER PRODUCTS LIMITED

(Sd/-)

Place : Coimbatore T.N.Kutty

Date : 12-07 2010 Chairman cum Managing Director


Mar 31, 2009

The Director have pleasure in presenting the Eighteenth Annual Report of the Company for the year

2008-2009.

OPERATIONAL RESULTS:

2008-2009 2007-2008 (Rs. In Lakhs)

Profit /(Loss) (488.74) (51.55) Depreciation 0.02 0.53 Net Profit/(Loss) (488.72) (51.02)

PRESENT SCENARIO:

The Co has settled all its liabilities towards Institutions and Banks after disposing of its properties exepting the deferred sales tax dues which got time till 2015 for full repayment. Some dues are pending towards ESI and and a nominal payment og damages are due for payment to provident fund. Co is making arrangements to clear these dues.

Discussions are on for changing the activities of the co and the management intends to shift the activities to a more profitable line in new fields like services industry.

FUTURE PROSPECTS:

The Co intends to raise some more capital for the promoters and feel sure about doing further activities in the Services sector connected with FT industry

DIRECTORS:

The term of Sri .T.Narayanan Kutty as Chairman and Managing Director had ended on 26.03.2009 and he had been re-elected as Chairman and Managing Director on 26.03.2009 by the Board of Directors which is to be approved by the AGM to be held on 30.09.2009.

AUDITORS

Sri-S.Ganesh, Chartered Accountant, 55, Rangai Gowder Street, the retiring

Auditor has indicated his willingness to continue and the availability for appointment as Auditor and necessary proposal for his re-appointment is made.

DEPOSITS:

The Company has not accepted any deposit from Public

EMPLOYEES:

There is no employee in the Company drawing remuneration that requires declaration under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY: Report are given in Annexures.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 217(2AA) of the Companies Act, 1956 confirm that:

I). All applicable accounting standards have been followed in the preparation of the annual accounts.

2). Your Directors have selected such accounting policies and applied them consistently and made judgements at estimates that arc reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2009 and ofthe Profit of the Company for the year ended on 31.03.2009.

3). Proper and sufficient care has been taken for the maintenance of adequate accounting records in the accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4). The annual accounts have been prepared on a going concern basis as stated in of notes on accounts.

CORPORATE GOVERNANCE:

The Company has become potentially sick. Your board considers compliance with the corporate governance will erode whatever funds are available to be utilized for the sustanencc of the Company.

ACKNOWLEDGEMENTS:

Your Director wish to record their profound gratitude towards the financial Institutions, especially Tamil Nadu Industrial Investment Corporation and The Catholic Syrian Bank Ltd, Singanallur, Coimbatore for the excellent help and co-operation extended by them.

Out thanks are also due to our customers who encouraged our products and whose unstinted support is a source of inspiration.

We also take this opportunity to assure our shareholders that it will be our endeavour to see that their investments bear fruit at the earliest possible time.

In the last, we fully appreciate the valuable services rendered by our staff and workers.

By order of the Board

For ASSOCIATED TEXTILE RUBBER PRODUCTS LIMITED

(Sd/-)

Place: Coimbatore T.N.Kutty

Date: 31.08.2009 Chairman cum Managing Director

 
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