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Directors Report of The Anandam Rubber Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2015.

The Company has made a net profit of Rs.1023544 /- during the financial year ended 2014- 15 as compared to the net profit of Rs. 1095288/- for the previous financial year.

The summarized results of the Company are given below:

Particulars 2014-15 2013-14 Rs. Rs.

Gross Income 2,412,280.17 1,929,172.78

Profit before taxation 1471464.35 1,489,288.29

Provision for taxation 447920.00 394,000.00

Profit after taxation 1023544.35 1095288.29

NON RECURRING AND EXCEPTIONAL ITEMS:

Excess provision created on - - Income Tax written back

Profit and loss account 335804.00 59,480.41 balance as at April 1,

Available for appropriation 1359348.35 1,154,768.70

Appropriations:

Bonus Issue

Transfer to General Reserve - -

Proposed dividend 912,000.00 700,000.00

Corporate income tax 233119.00 118,965.00 on equity dividend

Profit and Loss Account Balance 214229.35 335,803.70

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No Material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2014-15 and till the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was not any change in the nature of Business.

DIVIDEND

The Directors recommend the payment of 3% dividend for the financial year ended March 31, 2015. The dividend will absorb Rs.9,12,000/-. The dividend distribution tax amounting to Rs. 2,33,119/- will also be absorbed by the company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report [Annexure 1].

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act,2013

CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached to this Report. The Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of Annexure-2, as required under Clause 49 of the Listing Agreement.

The Practicing Company secretary of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate in this regard is attached as Annexure-3 to this Report.

The Managing Director / Chief Financial Officer (CEO/CFO) certification as required under Clause 41 of the Listing Agreement is attached as Annexure-4 to this Report.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board of Directors met Thirteen times during the year, the details along with attendance details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The policy on appointment and removal of Directors and determining Directors' independence is annexed to this report [Annexure -5].

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. Periodic updates are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarisation programme have been posted in the website of the Company under the web link http://www.anandamrubberco.com/arc/index.php?r=site/corporate

ANNUAL EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors

COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 6].

INDEPENDENT DIRECTORS DECLARATION

The independent Directors have submitted their disclosures to the board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act 2013, so as to qualify themselves to be appointed as Independent Directors under provisions of the Companies Act 2013 and the relevant rules. The board of Directors declares that the appointment of Independent Directors, P P Zibi Jose and Santosh M Sunny are;

(a) In the opinion of the Board, are persons of integrity and possesses relevant expertise and experience.

(b) Who were not a promoter of the company or its holding, subsidiary or associate company

(c) Who are not related to promoters or directors in the company, its holding, subsidiary or associate company

(d) Who had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year

(e) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(f) Who, neither himself nor any of his relatives-

1. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the current financial year in which he/ she is proposed to be appointed.

2. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the current financial year, of—

a. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm

3. holds together with his/her relatives two per cent or more of the total voting power of the company

4. is a Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company

DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION

Mr. Bobby Jose, Independent Director on the Board for three years resigned on 20th December 2014 reciting the reason for loss of independence criteria mentioned in the Companies Act 2013. Mr. V.M Paulose, Chairman and Mrs. Jaya Paul, Non Executive Director have also resigned from the board on 25th June 2015 as a part of reconstitution made in the board for complying the Clause 49 requirement of listing agreement on board composition.

On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. P.P Zibi Jose and Mr. Santosh M Sunny, as Independent Directors of the Company with effect from 20th December 2014 for filling the casual vacancy occurred in event of resignation of Mr. Bobby Jose, Independent Director and for complying the Clause 49 requirement of listing agreement on board composition. However their appointment is subject to the approval of shareholders in the 72nd Annual General Meeting. We seek your support in confirming the appointment of Mr. P.P Zibi Jose and Mr. Santosh M Sunny in the ensuing Annual General Meeting.

On the recommendations of the Nomination and Remuneration Committee and in compliance with listing agreement and companies Act 2013, the Board appointed Mr. Nirej V Paul, Director as Managing Director, Mrs. Bhagavathy Sankaranarayanan as Company Secretary and Mr. Nidhin Jose as Chief Financial Officer (CFO) for the company on the board meeting held on 20th December 2014 with effect from the same day onwards to comply with requirements of Companies Act 2013. Since Mr. V M Paulose, chairman resigned from the Board, Dr. Leelamma T J was promoted as the new chairperson for the company with effect from 25 th June 2015.

RE-APPOINTMENTS

As per the provisions of the Companies Act, 2013, Dr. Leelamma T.J will retire at the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board recommends her re-appointment. Sub-section (13) of Section 149 of Companies Act 2013, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to Independent Directors .Hence, none of the Independent Directors retire at the ensuing Annual General Meeting.

COMPANY SECRETARY AND COMPLIANCE OFFICER

During the year, the board appointed Mrs. Bhagavathy Sankaranarayanan, as Company Secretary, Key Managerial Personal and Compliance Officer for the Company. The appointment was effective from 20 th December 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed; and that no material departures have been made from the same;

b) 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 and of the profit or loss of the Company for the year under review;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL CONTROL SYSTEM

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.

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

The internal audit functions were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system.

RELATED PARTY TRANSACTIONS

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Details of the transaction are provided in Form AOC-2 which is attached as Annexure-7 to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at http://www.anandamrubberco.com/arc/index.php?r=site/corporate.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report and the Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.anandamrubberco.com/arc/index.php?r=site/corporate.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any Complaint under this policy during the year 2014-15.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy, and a committee of the Board named as Risk Management Committee has been formed by the Board to address and evaluate various risks impacting the Company. The Risk Management Committee has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528C, SA Road, Cochin - 36 are the statutory auditors of the Company. Members of the Company at the Annual General Meeting held on 16 th August, 2014 had approved the appointment of M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36 as the Statutory Auditors for a period of three financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed BVR & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their report is annexed to this Board report [Annexure 8]. The findings of the Secretarial audit have been satisfactory.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 9].

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. However, members' attention is drawn to the statement on listing status in the director's report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Provisions of Section 186 of the Companies Act, 2013 are given in Note 2.9, 2.10 of the Notes to the financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014 regarding energy conservation and technology absorption are not applicable to your Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

DEPOSITS

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

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The company is not having any subsidiaries/Associates / Joint venture.

DE-MATERIALISATION OF SHARES

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD

P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837 E-mail : info@skdc-consultants.com Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

UNCLAIMED DIVIDEND

The Company is paying continuous dividend for last so many years and it is noted that some shareholders are not encashing dividend warrants in time. Pursuant to Section 124 of The Companies Act, 2013 all unclaimed dividends upto financial year 2006 - 07 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2007 - 08 to 2013 - 14 are kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants. Shareholders are requested to intimate the company any change in their address, registered with company.

LISTING STATUS

Securities and Exchange Board of India (SEBI) vide Circular No.CIR/MRD/DSA/14/2012 dated May 30, 2012, had issued revised Exit Policy for de-recognized/non-operational stock exchanges. Pursuant to the circular, Madras Stock Exchange has been de-recognized by SEBI, recently.

Further, as per the above cited circular issued by SEBI on May 30, 2012, and the Public Notice issued by Madras Stock Exchange Limited (MSE), it cleared that the Exclusively Listed Companies, which fail to obtain listing on any other stock exchange, will cease to be a listed company and will be moved to the Dissemination Board by the exiting stock exchange. Also, it is to be noted that SEBI has given a time limit of eighteen months for getting listed with any of the recognized stock exchanges.

In pursuance to the above notice our company has submitted listing application with National Stock Exchange of India (NSE) Limited on 19th January 2015 under listing criteria for Exclusively Listed Companies. The submitted listing application is under process with the National Stock Exchange of India (NSE) Limited and the company is hoping to be get listed very soon.

Madras Stock Exchange has intimated the Company that it has been placed before Dissemination Board (DB) of National Stock Exchange of India (NSE) Limited. Under the Dissemination Board mechanism, a willing buyer and seller will be given an opportunity to disseminate their offers using the services of brokers of stock exchanges hosting Dissemination Board.

SHARE TRANSFER SYSTEM

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents M/s SKDC CONSULTANTS LTD. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

ACKNOWLEDGEMENT

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff. We also express our sincere appreciation for the continued support extended by Madras Stock Exchange Ltd.

On behalf of the Board of Directors

Dr. Leelamma T.J (DIN: 03407620) Chairperson

Place: Kochi Date: 21.08.2015




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2014.

The Company has made a net profit of Rs. 1095288/- during the financial year ended 2013- 14 as compared to the net profit of Rs. 442,132/- for the previous financial year.

The summarized results of the Company are given below:

2013-14 2013-12 Rs. Rs.

Gross Income 1,929,172.78 861,335.44

Profit before taxation 1,489,288.29 585,132.41

Provision for taxation 394,000.00 143,000.00

Profit after taxation 1095288.29 442,132.41

NON RECURRING AND EXCEPTIONAL ITEMS:

Excess provision created on Income Tax written back - -

Profit and loss account balance as at April 1, 2013 59,480.41 350,038.00

Available for appropriation 1,154,768.70 792,170.41

Appropriations:

Bonus Issue - -

Transfer to General Reserve - -

Proposed dividend 700,000.00 630,000.00

Corporate income tax on equity dividend 118,965.00 102,690.00

Profit and Loss Account Balance 335,803.70 59,480.41

Dividend

The Directors recommend the payment of 10% dividend for the financial year ended March 31, 2014. The dividend will absorb Rs.700, 000/-. The dividend distribution tax amounting to Rs. 118,965/- will also be absorbed by the company.

Preferential Issue

Your company proposes to increase the paid up capital by issue of equity shares on preferential basis in order to strengthen financial base of the company. By increasing paid up capital, the company is also targeting to get listed at Bombay Stock Exchange Limited or National Stock Exchange Limited, since BSE and NSE now allows direct listing of Regional Stock Exchange listed companies having good compliance record, continues profitability, dividend track, etc., which our company satisfies. Since our shares are listed only in Madras Stock Exchange Limited (MSE) and now MSE has filed their exit application with SEBI, it becomes desirable to move to any National level Stock Exchange to continue as a listed company.

Directors' responsibility statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

(ii) 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 of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

Mr. Vadakkedathu Mathai Paulose and Dr. Leelamma Thenumkal Joseph, directors who retires by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36, present auditors of the Company, retire at the ensuing AGM and being eligible, offer themselves for re- appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

De-materialisation of shares

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD

P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837

E-mail : info@skdc-consultants.com Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

Unclaimed dividend

The Company is paying continues dividend for last so many years and it is noted that some shareholders are not encashing dividend warrants in time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed dividends upto financial year 2005 - 06 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2006 - 07 to 2012 - 13 is kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants.

Shareholders are requested to intimate the company any change in their address, registered with company.

Secretarial Compliance Report

Pursuant to the requirement under Section 383 (A) of the Companies Act, 1956 the Secretarial Compliance Certificate is attached to this report.

Conservation of Energy and Technology Absorption

The provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company.

Foreign Exchange Earning and Outgo

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

Personnel

The Company has no employee in respect of whom information under section 217(2A) of the Companies Act, 1956 is required to be given in the Directors' Report.

Audit Committee

The Company has constituted the audit committee with the following members;

1. Bobby J Arakunnel

2. V.M. Paulose

3. Dr. T.J. Leelamma

The Audit Committee reviews all financial statements and conducts regular inspection of account to ensure that all financial statements are correct, sufficient and credible.

Shareholders Grievance & Share Transfer Committee

This committee constituted with the following members;

1. Nirej Vadakkedath Paul

2. V.M. Paulose

3. Bobby J Arakunnel

Remuneration Committee

This committee constituted with the following members;

1. Jay a Paul

2. Dr. T.J. Leelamma

3. Bobby J Arakunnel

Internal Control System

The Company has adequate internal control and internal check system commensurate with size of the organization.

Listing

The equity shares of the company are listed on Madras Stock Exchange Ltd. The listing fee for the Financial Year 2014 -15 have been paid.

Share Transfer System

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

Acknowledgement

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff.

On behalf of the Board of Directors

(Sd/-) Mr. Nirej V Paul Director

(Sd/-) Ernakulam, 12th July / 2014 Mr. V M Paulose Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2013.

The Company has made a net profit of Rs. 4,42,132/- during the financial year ended 2012 - 13 as compared to the net profit of Rs. 11,93,144/- for the previous financial year.

The summarised results of the Company are given below:

2012-13 2011-12 Rs. Rs.

Gross Income 861,335.44 1,990,537.00

Profit before taxation 585,132.41 1,410,374.00

Provision for taxation 143,000.00 217,230.00

Profit after taxation 442,132.41 1,193,144.00

NON RECURRING AND EXCEPTIONAL ITEMS:

Excess provision created on Income Tax written back - 00.00

Profit and loss account balance as at April 1, 2012 350,038.00 3,099,787.00

Available for appropriation 792,170.41 4,292,931.00

Appropriations:

Bonus Issue - 3,000,000.00

Transfer to General Reserve - 129,293.00

Proposed dividend 630,000.00 700,000.00

Corporate income tax on equity dividend 102,690.00 113,600.00

Profit and Loss Account Balance 59,480.41 350,038.00

Dividend

The Directors recommend the payment of 9% dividend for the financial year ended March 31, 2013. The dividend will absorb Rs.6,30,000/-. The dividend distribution tax amounting to Rs.1,02,690/- will also be absorbed by the company.

Rights Issue

Your company proposes to increase the paid up capital by issue of equity shares on rights basis in order to strengthen financial base of the company. By increasing paid up capital the company also aiming to get listed at Bombay Stock Exchange Limited, since Bombay Stock Exchange Limited now allows direct listing of Regional Stock Exchange listed companies having good compliance record, continues profitability, dividend track, etc.., which our company satisfies.

THE ANANDAM RUBBER COMPANY LIMITED Directors' responsibility statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of the Company confirm:

* that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

* that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2013 and of the profit of the Company for the year ended on that date;

* that 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 the Company and for preventing and detecting fraud and other irregularities;

* that the annual accounts have been prepared on a going concern basis.

Directors

Mr. Bobby Jose Arakunnel and Mr. Nirej Vadakkedath Paul retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36, present auditors of the Company, retire at the ensuing AGM and being eligible, offer themselves for re-appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224 (1 B) of the Companies Act, 1956.

De-materialisation of shares

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837 E-mail : info@skdc-consultants.com Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

Unclaimed dividend

The Company is paying continues dividend for last so many years and it is noted that some shareholders not encashing dividend warrants in time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed dividends upto financial year 2004 - 05 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2005 - 06 to 2011 - 12 is kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants.

Shareholders are requested to intimate the company any change in their address, registered with company.

THE ANANDAM RUBBER COMPANY LIMITED

Secretarial Compliance Report

Pursuant to the requirement under Section 383 (A) of the Companies Act, 1956 the Secretarial Compliance Certificate is attached to this report.

Conservation of Energy and Technology Absorption

The provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company.

Foreign Exchange Earning and Outgo

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

Personnel

The Company has no employee in respect of whom information under section 217(2A) of the Companies Act,1956 is required to be given in the Directors' Report.

Audit Committee

The Company has constituted the audit committee with the following members;

1. Bobby J Arakunnel

2. V.M. Paulose

3. Dr. T.J. Leelamma

The Audit Committee reviews all financial statements and conducts regular inspection of account to ensure that all financial statements are correct, sufficient and credible.

Shareholders Grievance & Share Transfer Committee

This committee constituted with the following members;

1. Nirej Vadakkedath Paul

2. V.M. Paulose

3. Bobby J Arakunnel

Remunaration Committee

This committee constituted with the following members;

1. Jaya Paul

2. Dr. T.J. Leelamma

3. Bobby J Arakunnel

Internal Control System

The Company has adequate internal control and internal check system commensurate with size of the organization. Listing

The equity shares of the company are listed on Madras Stock Exchange Ltd. The listing fee for the Financial Year 2013 -14 have been paid.

Share Transfer System

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

Acknowledgement

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff.

On behalf of the Board of Directors

(Sd/-)

Mr. Nirej V Paul -Director

(Sd-)

Ernakulam, Auguest / 30 / 2013 Mr. V M Paulose Director


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2012.

The Company has made a net profit of Rs. 11,93,144/- during the financial year ended 2011 – 12 as compared to the net profit of Rs. 29,81,448/- for the previous financial year.

The summarised results of the Company are given below:

2011-12 2010-11 Rs. Rs. Gross Income 1,990,537.00 3,608,535.00

Profit before taxation 1,410,374.00 3,451,488.00

Provision for taxation 217,230.00 470,000.00

Profit after taxation 1,193,144.00 2,981,488.00

NON RECURRING AND EXCEPTIONAL ITEMS: Excess provision created on Income

Tax written back - 721.00

Profit and loss account balance as at April 1, 2011 3,099,787.00 474,276.00

Available for appropriation 4,292,931.00 3,456,485.00

Appropriations: Bonus Issue 3,000,000.00 -

Transfer to General Reserve 129,293.00 298,200.00

Proposed dividend 700,000.00 50,000.00

Corporate income tax on equity dividend 113,600.00 8,498.00

Profit and Loss Account Balance 350,038.00 3,099,787.00

Dividend

The Directors recommend the payment of dividend of Rs. 1 per share (10%) for the financial year ended March 31, 2012. The dividend will absorb Rs.7,00,000/-. The dividend distribution tax amounting to Rs.1,13,600/- will also be absorbed by the Company.

Future Prospects

The present promoters planning to infuse fresh capital to the company at appropriate time and considering various business proposals to strengthen the financial base of the company and to increase shareholder value.

Directors' responsibility statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of the Company confirm:

* that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

* that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and of the profit of the Company for the year ended on that date;

* that 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 the Company and for preventing and detecting fraud and other irregularities;

* that the annual accounts have been prepared on a going concern basis.

Directors

Dr. T.J. Leelamma and Ms. Jaya Paul retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36, present auditors of the Company, retire at the ensuing AGM and being eligible, offer themselves for re-appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224 (1 B) of the Companies Act, 1956.

De-materialisation of shares

The Equity shares of the Company have been admitted for Demat with NSDL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837 E-mail : info@skdc-consultants.com Website : www.skdc-consultants.com

The company's application for allowing Demat facility with CDSL in still pending. The same is expected to be allowed in 2 to 3 months time.

Unclaimed dividend

The Company is paying continues dividend for last so many years and it is noted that some shareholders not encashing dividend warrants in time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed dividends upto financial year 2003 - 04 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2004 - 05 to 2010 - 11 is kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants.

Shareholders are requested to intimate the company any change in their address, registered with company.

Secretarial Compliance Report

Pursuant to the requirement under Section 383 (A) of the Companies Act, 1956 the Secretarial Compliance Certificate is attached to this report.

Conservation of Energy and Technology Absorption

The provisions of 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 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company.

Foreign Exchange Earning and Outgo

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

Personnel

The Company has no employee in respect of whom information under section 217(2A) of the Companies Act,1956 is required to be given in the Directors' Report.

Audit Committee

The Company has constituted the audit committee with the following members.

1. Bobby J Arakunnel

2. V.M. Paulose

3. Dr. T.J. Leelamma

The Audit Committee reviews all financial statements and conducts regular inspection of account to ensure that all financial statements are correct, sufficient and credible.

Internal Control System

The Company has adequate internal control and internal check system commensurate with size of the organization. Listing

The equity shares of the company are listed on Madras Stock Exchange Ltd. The listing fee for the Financial Year 2012 -13 have been paid.

Share Transfer System

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

Acknowledgement

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff.

On behalf of the Board of Directors

(Sd/-)

Mr. Nirej V Paul -Director

(Sd/-)

Ernakulam, Aug. 30, 2012 Mr. V M Paulose -Director

 
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