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Directors Report of Tejassvi Aaharam Ltd.

Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure In presenting the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. OPERATING RESULTS: (Rs. In lakhs) Current Year Previous Year 31.03.2014 31.03.2013

Other Income 1.11 2190.00 1.11 2190.00

Total Expenditure 13.86 35.51

interest 241.04 178.32

Gross Profit/(Loss) after Interest but Before Depreciation and (253.79) 1976.17 Taxation

Depreciation 13.24 54.78

Net Profit/(Loss) (267.03) 1921.39

The Directors report that the Net Loss of the Company for the year under report is Rs,267.03 lakhs as against Net Proflt of Rs. 1921.39 Lakhs of previous year. Your Directors report that the Milt is not functioning with effect from 23.10.2007.

2. DIVIDEND:

The Directors do not recommend any dividend for the year under review.

3. DIRECTORS:

The Board of Directors consists of both Executive and Non-executive/lndependent Directors who have vide and varied experience in different disciplines of Corporate functioning.

Pursuant to the provisions Section 149 and 152 of Companies Act, 2013 Mr.R. Vijay kumar and MrK.AIagirisamy proposed to be re-appointed as Independent Directors of the Company at the ensuing Annual General Meeting.

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

4. DIRECTORS'' RESPONSIBILITY STATEMENT-

In terms of Section 217 (2AA) of the Companies Act, 1956, Your Directors declare:

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

ii) that they 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 and of the loss of the Company for that period;

iii) that they 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

iv) that they have prepared the annual accounts on a going concern basis.

5 INDEPENDENT AUDITOR''S OBSERVATION ON ACCOUNTS:

In respect of observation made by Auditors Under Opinion (i), (ii) & (iii) of Independent Auditors Report, which are self-explanatory and require no further explanation.

6. PUBLIC DEPOSITS:

The Company does not have any Public deposit as at 31st March, 2014

7 MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:

A report on Management Discussion and Analysis and a Status report on the compliance of Corporate Governance are annexed and form part of the Annual Report.

8. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

In terms of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal)Act 2013, which came Into force with effect from .23,04.2013, your Directors Report that forming an Internal Compliance Committee, will not arise, since the company is not having any women employee.

9. AUDITORS:

The Company s Auditors M/s. D. Sampathkumar & Co., Chartered Accountants, Chennai, are retiring at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

10. PARTICULARS OF EMPLOYEES:

In terms of the requirement of Section, 217 (2A) of the Companies Act 1956, there are no employee who are drawing a remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month during the year ended 31st March, 2014,

11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT 1956:

Particulars required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988;

A. CONSERVATION OF ENERGY: Not applicable.

B. TECHNOLOGY ABSORPTION: Not Applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is neither Foreign Exchange Earnings nor outgo.

12. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central and State Governments, and the Share holders for their continued co-operation

On behalf of the Board of Directors For STERLING SPINNERS LTD.

Place : Chennai. (K.S.VENUGOPALA) Date : 27.08.2014 CHAIRMAN CUM MANAGING DIRECTOR

D. SAM PATH KUMAR & CO. Phone: 24341189 CHARTERED ACCOUNTANTS Now No. 5, South Boag Road, T. Nagar, Chennai-600 017


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

1. OPERATING RESULTS:

Current Year Previous Year

(Rs. in lakhs)

Other Income 84.96 53.16

84.96 53.16

Total Expenditure 6.97 17.00

Interest 471.75 359.03

Gross Profit/(Loss) after Interest but

before Depreciation and Taxation (393.76) (322.87)

Depreciation 75.66 75.66

Income Tax for Earlier year written off - 0.15

Net Profit/(Loss) (469.42) (398.68)



Your Directors report that the Net Loss of the Company for the year under report is Rs.469.42 lakhs as against Net Loss of Rs. 398.68 Lakhs of previous year. Your Directors report that the Mill is not functioning with effect from 03.11.2007 due to disconnection of power supply by TNEB.

2. DIVIDEND:

The Directors do not recommend any dividend for the year under review.

3. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Sri. K.AIagiriswami, Director will retire by rotation and being eligible offers himself for re-appointment.

4. AUDITORS OBSERVATION ON ACCOUNTS:

a) In respect of qualification made by Auditors under Clause 4 (a) (i) of Auditors Report, the Company has made a reference before BIFR on 28.05.2001 and the Company has been declared as Sick Industrial Company by the BIFR on 6.5.2003. However, the proceedings before BIFR were abated as per the order of BIFR on 22.04.2010 and the Company has filed an appeal against the above said order of BIFR with AAIFR which is pending.

b) In respect of qualification made by Auditors under Clause 4 (a) (ii) of Auditors Report, the comments are self-explanatory. Further the Company has settled OTS dues with M/s. TIIC on 21.07.2010 and the Company is taking steps to reach One Time Settlement with M/s.SIPCOT.

c) In respect of qualification made by the Auditors under Clause 4 (a) (iii), the Company will take steps to obtain remaining confirmation letters for balances of Loans and Advances, Sundry Debtors and Sundry Creditors.

d) In respect of comments made by the Auditors under clause ix (c) we have to report that Honble Madras High Court has set aside the order of the Regional Provident Fund Commissioner, Madurai. Hence, there are no Provident Fund payable by the company Further, under clause (x) and (xi) of the Annexure to the Auditors Report, no explanation has been offered since the same are self explanatory.

5. AUDIT COMMITTEE:

An Audit Committee of the Board of Directors has been constituted as per Section 292A of the Companies Act, 1956. The Committee comprises of Sri. R.Vijaykumar, Director, Sri. K.AIagiriswami, Director and Sri. K S .Venugopala, Chairman-cum-Managing Director with Sri.R.Vijaykumar as its Chairman.

The role, terms of reference and the authority and powers of the Audit Committee are in conformity with the requirements of the CompaniesAct, 1956.

6. SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE:

The Shareholders / Investors Grievances Committee was constituted with Mr .K.AIagiriswami as Chairman, Mr. R.Vijaykumar as Member and Mr.K.S.Venugopala as Member and Compliance Officer.

The scope of the Committee is to look into the Shareholders/Investors Complaints / Grievances relating to transfer of shares, non-receipt of Balance Sheet and issue of Duplicate Share Certificates. In addition, the Board shall also from time to time to provide requisite guidelines / scope of work for the Grievance Committee and the Committee will discharge such other functions as are required under the provisions of the Listing Agreement and Companies Act, 1956.

The Committee met twice during the year under review - on 20th July, 2009 and 22nd January 2010 to review the status of complaints from the Shareholders / Investors and the redressal measures taken by the Company.

The following table shows the nature of complaints received from the Shareholders during the year 2009-2010.

Nature of Complaints No. of Complaints

Non-receipt of shares sent for transfer/transmission -

Non-receipt of Balance Sheet -

Others -

Total Nil

The above shows that complaints received were Nil and Pending Complaints were Nil.

Both the above meetings were attended by all the members of the Grievance Committee.

7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:

A report on Management Discussion and Analysis and a Status report on the compliance of Corporate Governance are annexed and form part of the Annual Report.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the CompaniesAct, 1956, your Directors declare:

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

ii) that they 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 and of the profit or loss of the Company for that period;

iii) that they 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

iv) that they have prepared the annual accounts on a going concern basis.

9. AUDITORS:

M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

10. PARTICULARS OF EMPLOYEES:

In terms of the requirement of Section, 217 (2A) of the Companies Act, 1956 No employee was in receipt of remuneration of Rs.24,00,0007- per annum during the year ended 31st March, 2010.

11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

Particulars required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988:

A. CONSERVATION OF ENERGY: Not applicable

B. TECHNOLOGY ABSORPTION: Not Applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is neither Foreign Exchange Earnings nor outgo.

12. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central and State Governments, M/s. State Industries Promotion Corporation of Tamilnadu Limited, Suppliers, Dealers and the Share holders for their continued co-operation and support.

On behalf of the Board of Directors

For STERLING SPINNERS LTD.,

Place : Chennai K.S. VENUGOPALA

Date : 01.09.2010 Chairman-cum-Managing Director



 
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