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Directors Report of TCM Ltd.

Mar 31, 2014

DIRECTORS REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting to you the 70th Annual Report together with the,audited accounts for the year ended 31st March, 2014:

I. FINANCIAL PERFORMANCE OF THE COMPANY

YEAR ENDED Rs in lakhs PARTICULARS 31.03.2014 31.03.2013

Sales-gross - 1.79

Other income 5.48 1.98

Employee Cost 81.63 77.25

Financial Cost 0.06 0.09

Depreciation 27.52 27.85

Net Loss 14.43 23.42

II. DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2014.

III. EXISTING STATUS

Since April 2012, the production in the Tuticorin unit remains suspended, because of financial constraints and scarcity of raw materials. There was no manufacturing or sales during the year report. The manufacturing activities at the Mettur Unit is also suspended. As regards Kalamassery unit, the company had signed and MOU with Godrej Properties Limited for a property Development Project. This was approved by the Hon''ble BIFR. However, on an application filed before AAIFR by a shareholder to stay the order of the BIFR, the appellate Authority for AAIFR, New Delhi ordered to maintain the Status quo. Now the matter is pending before the Hon''ble High Court New Delhi for Final Orders.

IV. DIRECTORS

Mr. George Varghese and Mr. Thirugnanam retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

Mr. T S Rajagopalan and Mr. Ramesh Babu were appointed as independent directors, liable to retire by rotation. In terms of Section 149 of the Companies Act 2013, independent directors are to be appointed for term upto 5 consecutive years and are not liable to retire by rotation. They, having consented are, therefore, proposed to be reappointed as independent directors for 5 consecutive years, not liable to retire by rotation. In the opinion of the board they meet the criteria for independent directors.

V. DEPOSITS

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

VI. PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956

VII. STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D.

a Energy Conservation measures taken during the year 2011 - 2012 :

Nil

b Additional Investments and proposals, if any, being implemented for reduction of consumption of energy :

Not applicable

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods :

Not applicable

d Total energy consumption and energy consumption per unit of production in

Not Applicable

Form A

2. TECHNOLOGY ABSORPTION IsM

1 Research & Development (R&D) specific areas in which R&D carried out by the company

: Nil

2 Benefits Derived as a result of above R&D

: Not Applicable -

3 Future plan of action :

Constant study to be made in all vital areas to reduce the cost when operations restart.

4 Expenditure on R&D

: Nil

VIII. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departufes.

ii. That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the Directors had 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. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are restarted and the BIFR revival scheme is under preparation.

IX. LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid up to and including 2013-2014.

X. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding compliance are annexed together with the management discussion and analysis.

XI. SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383A (1) the Companies Act, 1956 is attached.

XII. QUALIFICATIONS IN AUDIT REPORT

(i) Confirmation from debtors and creditors are being obtained by the company .However the management had to give a request letter to auditors not to seek external confirmation, because of the fact that if letter go to people ,they will start asking for payment which the company is not able to give ,as the company is in revival path, any outflow at this moment, other than day to day operation would severely jeopardize the substratum of the company.

(ii) The company, a sick unit without normal functioning, is trying to obtain certified copies of all documents in respect of the investment as these were lost / misplaced during the long period of closure of the company.

(iii) The company is trying to get its applications for exception from land ceiling disposed of at the earliest.

(iv) Letters of confirmations of deposits were sent to all parties who have not replied probably because the accounts are non operative for long time

(v) Letters of confirmations of balances were sent to all banks who have not replied probably because the accounts are non operative for long period.

(vi) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps for introducing formal internal audit are being taken.

(vii) The company was closed for a very long period and continue to be a sick unit though started functioning. The company has made an application to The Ministry of Corporate Affairs for waiver from maintaining cost accounting records and tiie same is pending

(viii) The company registered with BIFR was closed for very long period and continue to be a sick unit though has started operations. The outstanding statutory dues will be paid at the earliest as per revival scheme now pending with BIFR

The company was closed for a very long period and continue to be a sick unit though started functioning. The company is in the process of ascertaining the status of the assets and its impairment.

(viii) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps in respect of employee benefits are being taken, considering the revival scheme pending with BIFR

XI. AUDITORS

M/s. VBSK and Company, Chartered accountants, statutory auditors of the company hold office until the conclusion of the ensuing annual general meeting and they have submitted a letter pursuant to Sec. 139/141 of the Companies Act 2013 regarding their eligibility for reappointment. The board recommend their reappointment to hold office for a further term of 3 financial years pursuant to Sec. 139 of the Act.

XII. FOREIGN EXCHANGE

Outgo - NIL Earning - NIL

XIII. ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation. The Board also wished to place on record its appreciation for the co-operation extended by all ranks of employees and trade unions.

By order of the Board For TCM LIMITED

Joseph Varghese George Varghese T S Rajagopalan Managing Director Director Director

Place: Ernakulam Date :09.08.2014


Mar 31, 2012

The Directors have pleasure in presenting to you the 68th Annual Report together with the audited accounts for the year ended 31st March, 2012:

I. FINANCIAL PERFORMANCE OF THE COMPANY

PARTICULARS Year Ended Year Ended 31.03.12 31.03.11 Rs in lakhs.

Sales-gross 24.03 161.43

Material cost 9.04 57.51

Employee Cost 79.58 123.51

Excise Duty 2.08 15.35

Financial Cost .03 0.16

Depreciation 29.49 32.79

Net Loss (143.98) (242.23)

II DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2012.

III EXISTING STATUS:

The production at Tuticorin unit and Metur unit is corrently suspended mainly due the uncertainties faced by the company due to the prolonged litigation that the company is facing in various courts filed by a few shareholders and the matter is still subjudice, in addition to the lack of bank finance for working capital. Production during the year under report was 30.55 MT as compared to 671.50 MT in the previous year. Sales revenue was Rs. 24.03 lakhs this year as compared to Rs. 161.43 lakhs in the previous year.The company plans to initiate trading activities in the company's products to keep is foothhold in the market.

As regards Kalamassery unit, the company had signed and MOU with Godrej Properties Limited for a property Development Project. This was approved by the Hon'ble BIFR. However, this has become a subject matter of litigation and the matter is laying before various courts. Some shareholders have also filed applications before BIFR seeking various orders and the same are pending for orders by the BIFR. Till the matters are resolved, the situation at Kalamassery unit is likely to remain as status quo.

IV DIRECTORS

Mr.T Tirugnanam and Mr. Antony Varghese retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

V DEPOSITS

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

VI PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956

VII STATEMENT ON CONSERVATION OF ENERGY,

TECHNOLOGYABSORPTION AND R&D.

a Energy Conservation measures taken during the year 2011 - 2012

Due to reduction of maximum demand by 50% power cost is substantially reduced. Introduction of capacitors to all motors, has resulted in reduced energy consumption. Statement in Form A is annexured.

b Additional Investments and proposals ,if any, being implemented for reduction of consumption of energy

Not applicable

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods Not significant due to lower level of production

d Total energy consumption and energy consumption per unit of production in Form A

Not applicable

2. TECHNOLOGY ABSORPTION .

1 Research & Development (R&D) specific areas in which R&D carried out by the company

Nil

2 Benefits Derived as a result of above R&D Not applicable Constant study to be made in all vital areas to

3 Future plan of action reduce the cost further

4 Expenditure on R&D .Nil

VIII DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ' of the financial year and of the profit or loss of the Company for that period.

iii. That the Directors had 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. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are restarted and the BIFR revival scheme is under preparation.

IX LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid upto and including 2011-2012.

X.CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding compliance are annexed together with the management discussion and analysis.

XI SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383 A(1) the Companies Act, 1956 is attached.

XII QUALIFICATIONS IN AUDIT REPORT

(i) Confirmation from debtors and creditors are being obtained by the company. However the management had to give a request letter to auditors not to seek , external confirmation, because of the fact that if letter goes to people ,they will start asking for money which the company is not able to give ,as the company is in revival path, any outflow at this moment, other than operation would severely jeoparadize the substratum of the company

(ii) The company is trying to obtain certified copies of ail documents in respect of the investment as these were lost / misplaced during the long period of closure of the company.

(iii) The company is trying to get its application s for exception from land ceiiing disposed ' of at the earliest.

(iv) Letters of confirmations of deposits were sent to aii parties who have not replied probably because the accounts are non operative for long time

(v) Letters of confirmations of balances were sent to ail banks who have not replied probably because the accounts are non operative for long period.

(vi) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps for introducing formal Internal audit are being taken.

(vii) The company was closed for a very long period and continue to be a sick unit though started functioning. The company is in the process of ascertaining the status of the assets and its impairment.

(viii) The company was closed for a very long period and continue to be a sick unit though started functioning. Necessary steps in respect of empioyee benefits are being taken, considering the revival scheme pending with BIFR

(ix) The company was ciosed for a very long period and continue to be a sick unit though started functioning. The company has made an application to The Ministry of Corporate Affairs for waiver from maintaining cost accounting records and the same is pending

(x) The company registered with BIFR was closed for very long period and continue to be a sick unit though has started operations. The outstanding statutory dues will be paid at the earliest as per revival scheme now pending with BIFR

XI AUDITORS

M/s VBSK and Company, the Statutory Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditors for the next financial year.

XII FOREIGN EXCHANGE

Outgo - NIL Earning NIL

XIII ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation. The Board also wished to place on record its appreciation for the co-_operation extended by all ranks of employees and trade unions.

By order of the Board

For TCM LIMITED

Joseph Varghese Georcje Varghese T S Rajagopalan

Managing Director Director Director

Place: Ernakulam

Date : 03.08.2012


Mar 31, 2010

The Directors have pleasure in presenting to you the 66th Annual Report together with the audited accounts for the year ended 31st March, 2010

FINANCIAL PERFORMANCE OF THE COMPANY

PARTICULARS Year Ended Year Ended

31.03.10 31.03.09

Rs in lakhs

Sales 771.86 221.43

Raw Material & Packing Materials 381.01 145.46

Power 193.18 43.54

Employee Cost 158.81 129.28

Excise Duty 59.69 28.20

Financial Cost 3.20 0.90

Depreciation 33.20 32.11

Net Loss (299.07) (3.49)

II DIVIDEND

Due to loss sustained by the Company the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March,2010.

III EXISTING STATUS:

The Tuticorin unit restarted in 2007 and the Mettur unit restarted in 2008 are operating smoothly. The total production and sales have substantially increased. Production during the year under report was 4412.87 MT as compared to 1018.76 MT in the previous year. Sales revenue increased to Rs. 712.17 lakhs this year from Rs. 193.23 lakhs in the previous year.

Your company has entered into an MOU with M/s Godrej Properties Limited for developing the Kalamassery Unit in the field of property development, construction and infrastructure Development, which has been approved by the Honble BIFR. However, as on date, the Appellate Authority for Industrial and Financial Reconstruction, New Delhi has ordered a status quo on the proceedings on an application filed by a shareholder praying for stay on the BIFR impugned order dated 28-11-2008 inter alia approving the above MOU and permitting the Company to enter into a Joint Venture Development Agreement with M/s Godrej Properties Ltd for its proposed project at Kalamassery, Cochin, Kerela. The matter is kept for Final Order.

IV DIRECTORS

Mr. George Varghese, Mr. Antony Varghese and Mr. T Raja retire by rotation at the Annual General Meeting and being eligible have offered for reappointment.

V DEPOSITS

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

VI PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956

VII STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D.

a Energy Conservation measures taken during the year 2009-2010

All the old power factor improving capacitors checked and lesser capacity capacitors has been paralled and connected to all Sub-switch boards for 3 transformers and maintained the power factor to the incentive level, for the entire operational period and obtained incentive from TNEB besides controlled the max. demand to the extend of 60 to 65 KVA / month

b Additional Investments and proposals ,if any, being implemented for reduction of consumption of energy

Proposal is.already made to provide automatic power factor control panel for each transformer.

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods

Savings in energy and cost reduction

d Total energy consumption and energy consumption per unit of production in Form A

Not applicable

2. TECHNOLOGY ABSORPTION

1 Research & Development (R&D) specific areas in which R&D carried out by the company

Nil

2 Benefits derived as a result of above R&D Not applicable

3 Future plan of action Constant study is being made in all vital areas

to reduce the cost further

4 Expenditure on R&D Nil

VIII DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1956 the Board of Directors Report.

i That in preparing the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That he Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the Directors had 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. That the Directors had prepared the accounts on a going concern basis, as manufacturing operations are restarted and the BIFR revival scheme is under preparation.

IX LISTING

The shares of the company are listed at the Mumbai Stock Exchange. The listing fees has been paid upto and including 2009-2010.

X. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION

The corporate governance report and certificate from the auditors regarding compliance are annexed together with the management discussion and analysis.

XI SECRETARIAL COMPLIANCE REPORT

The Secretarial compliance report in terms of section 383 A(1) the Companies Act, 1956 is attached.

XII QUALIFICATIONS IN AUDIT REPORT

1. Being a sick company response from the debtors and creditors is very poor and only a very few concern send the conformations.

2. The company is in the process of obtaining duplicate copies of all documents in

respect of the investment as these were lost / misplaced during the long period of closure of the company.

3. Letters of confirmations of balances were sent to all banks who have not replied probably because the accounts are non operative for long period.

4. Letters of confirmations of deposits were sent to all parties who have not replied probably because the accounts are non operative for long time

5. The company is trying to get its applications for exemption from land ceiling disposed of at the earliest.

6. The company was closed for a very long period and started functioning only during last year and necessary steps for introducing formal internal audit are being taken.

7. The company was closed for a very long period and started functioning only during last year. The company is in the process of ascertaining the status of the assets and its impairment.

8. The company was closed for a vary long period and started functioning only during last year and necessary steps in respects of employee benefits are being taken, considering the revival scheme pending with BIFR

9. The company was closed for a very long period and started functioning only during last year. The company has made an application to The Ministry of Corporate Affairs for waiver from maintaining cost accounting records and the same is pending

10. The company registered with BIFR was closed for very long period and has started operations only last year .The outstanding statutory dues will be paid at the earliest as per revival scheme now pending with BIFR

XIII AUDITORS

M/s VBSK and Company, the Statutory Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditors for the next financial year.

XIV FOREIGN EXCHANGE

Outgo - Rs. 5154624 equivalent to USD 109400.00 Earning NIL

XV ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and Bank of Baroda and State Bank of Travancore for their guidance and co-operation. The Board also wished to place on record its appreciation for the cooperation extended by all ranks of employees and trade unions.

By order of the Board For TCM LIMITED

Place: Ernakulam Joseph Varghese T Thirugnanam

Date: 31.07.2010 Managing Director Chairman



 
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