Mar 31, 2018
BOARD''S REPORT
Your Directors present herewith the 70th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.
The performance of the Company for the year is summarized below:
FINANCIAL RESULTS:
(Rs in Lakhs)
Particulars |
2017-18 |
2016-17 |
Gross Income |
3,337.72 |
3,204.43 |
Profit/(loss) before Interest and Depreciation |
(367.94) |
(33.97) |
Finance charges |
355.03 |
361.90 |
Gross Profit/(loss) |
(722.97) |
(395.87) |
Depreciation and Amortisation expenses |
368.00 |
389.55 |
Net Profit/(loss) before tax |
(1,090.97) |
(785.42) |
Provision for tax |
165.92 |
(17.57) |
Net Profit/(loss) aftertax |
(1,256.89) |
(767.85) |
Other Comprehensive lncome/(loss) |
3.84 |
(2.54) |
Total Comprehensive Income |
(1,253.05) |
(770.39) |
Balance carried to Balance Sheet |
(4,746.46) |
(3,491.91) |
OPERATIONS AND PERFORMANCE
For the year under review, Your Company achieved a gross income of Rs.3337.72 lakhs and incurred a loss before tax of Rs. 1090.97 lakhs, as against the gross income of Rs.3204.43 lakhs and loss before tax of Rs.785.42 lakhs, for the previous year.
Your Company''s operations during the year were impacted by reduced order book for major part of the year, due to the continued sluggish activity in construction sector. Intense Competition and pricing pressure affected the margin of the Company.
The Company was able to collect major portion of the over dues and the income tax refund, which helped in reducing the short term loans. Few of the projects carried over from previous year were completed by mid-year. Your Company was able to secure few orders during the fourth quarter of the year and now has an healthy order book.
The Company is continuing its efforts for securing fresh orders and speeding up execution on existing orders to achieve operational turnaround.
On the Property Development business, during the year, Your Company had acquired interest in a real estate project in Coimbatore to maintain the presence in property development market.
The depreciation for the year was at Rs.368.00 lakhs as compared to Rs. 389.55 lakhs for the previous year.
Due to lower volumes / revenue, the PBIT for the year was at negative Rs. 735.94 lakhs as compared to negative Rs.423.52 lakhs during the previous year. The finance cost for the year was almost flat at Rs. 355.03 lakhs as compared to Rs. 361.90 lakhs in the previous year.
During the year, Your Company utilised the existing Plant and Machinery and hence did not incur any major capital expenditure.
DIVIDEND
Taking into account overall financial performance of the Company and the accumulated losses, no dividend is considered for the financial year 2017-18.
The Company also has not transferred any amount to general reserve.
During the year, the unclaimed dividend amounting to Rs.43,804/- pertaining to dividend for the year ended 31" March, 2010 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders. 18,838 Equity Shares on which dividend was not claimed for 7 years had also been transferred during the year to IEPF Authority as per statutory requirement.
SHARE CAPITAL
The paid up Equity share capital of the Company as on 31.03.2018 was Rs. 3323.36 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31 March, 2018, Mr. M.M. Venkatachalam, Chairman, was holding 4,51,610 equity shares of Rs. 10/-each and Mr. M.A.M. Arunachalam, Director, was holding 3,61,610 equity shares of Rs.lO/-each of the Company. The other Directors of the Company do not hold any shares in the Company.
The paid up Preference Share capital of the Company as on 31.03.2018 was Rs. 7,00,00,000/-.
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE
The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.
RISK MANAGEMENT
The Board of Directors have established a review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. The Board had constituted a Risk Management Committee, details of the same and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Company has adopted Ind AS with effect from 01st April 2017 pursuant to Companies (Indian Accounting Standards) Rules, 2015 notified by Ministry of Corporate Affairs on 16th February 2015. The Company has completed the modification of accounting and reporting systems to facilitate the adoption of Ind AS. The implementation of Ind AS is a significant process adopted from the current financial year and the Company has presented the impact of Ind AS transition in the notes to the Financial Statements.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Auditors, who review all the financial transactions and operating systems, the Company has also in place adequate Internal Financial Controls with reference to Financial Statements . During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
DIRECTORS
At the 69th Annual General Meeting held on 26thJuly, 2017, Ms. G. Jalaja, Director, (DIN: 00149278) retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association and was re-appointed as Director, liable to retire by rotation.
RE-APPOINTMENT OF RETIRING DIRECTOR
Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Mr. M.M. Venkatachalam, Director (DIN: 00152619) who retires by rotation pursuant to Section 152 (6) of the Companies Act, 2013 and
Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers himself for re- appointment.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
During the year, Mr. N. Velappan, was re-appointed by the Board as Manager of the Company and a Key Managerial Person from 01" May, 2017 to 30th April, 2018 under Section 203 of the Companies Act, 2013, which was approved by the members at the 69th Annual General Meeting of the Company held on 26thJuly, 2017. The Board has now extended the tenure of Mr. N. Velappan as Managerforthe period of 1 Year from 01" May, 2018 to 30th April 2019, for which the approval of members is being sought in the ensuing Annual General Meeting.
EVALUATION OF BOARD''S PERFORMANCE
As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On their appointment, Independent Directors are familiarized about the Company''s business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company''s operations. Detailed presentations are made available to apprise about Company''s history, current business plan and strategies. As part of the familiarization programme, a handbook is provided to all Directors, including Independent Directors, at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders.
The details of familiarization programmes as above are also disclosed on the website of the Company at the link:http://www.coromandelengg.com/lnv_ policies.html.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31" March 2018, the Board had met Six ( 6 ) times, on 29thApril,2017, 25th July, 2017, 26th October, 2017, 08th January, 2018, 25th January, 2018 and 22nd March, 2018. The Audit committee met (4) times on 29th April, 2017, 25th July, 2017 , 26th October, 2017 and 25th January, 2018. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors'' make the following Statements in terms of Section 134(3)(c) of the Companies Act, 2013: that in the preparation of the annual financial statements for the year ended 31" March, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; that the Directors had selected such accounting policies as mentioned in Note No. 3 of the Financial
Statements 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 as at 31" March, 2018 and of the loss of the company for the year ended on that date; that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; that the annual accounts for the year ended 31" March, 2018 have been prepared on a ''going concern basis; that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; that 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.
RELATED PARTY TRANSACTIONS
All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee.
Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31" March, 2018 to be reported under section 188(1) of the Companies Act, 2013. The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company''s website at the following link: http://www.coromandelengg.com/ lnv_policies.html.
EXPLANATION AND COMMENTS
The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes or commitments after the closure of the financial year.
COMPOSITION OF AUDIT COMMITTEE
Audit Committee constituted by the Board pursuant to Section 177 of the Companies Act, 2013, consists of the following members:
Mr. P. Nagarajan -Chairman
Mr. M.A.M. Arunachalam -Member
Mr. N.V. Ravi -Member
Mr. R. Surendran -Member
The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.
VIGIL MECHANISM
The Company has devised a vigil mechanism in pursuance of the provisions of Sectionl77(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company''s website.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:
Mr. N.V. Ravi-Chairman
Mr. M.M. Venkatachalam-Member
Mr. P. Nagarajan-Member
The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director''s 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 of the Companies Act, 2013.
Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ lnv_policies.html.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act,2013.
The following is the composition of the Corporate Social Responsibility Committee.
Mr. R. Surendran -Chairman
Mr. M.A.M. Arunachalam -Member
Ms G. Jalaja -Member
SCOPE OF CSR POLICY
This policy will apply to all projects/ programmes undertaken as part of the Company''s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed thereunder.
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.
The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/lnv_policies.html.
REASON FOR NOT SPENDING ON CSR ACTIVITIES
Since the average of net profit earned by the Company in the preceding three financial years is negative, the Company was not required to spend on the CSR activities during the financial year 2017-18.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
AUDITORS
STATUTORY AUDITORS
The appointment of M/s. CNGSN & Associates, LLP, holding Firm Registration No.004915S, as Statutory Auditors of the Company, to hold office, from the conclusion of 69th Annual General Meeting until the conclusion of 74th Annual General Meeting, was approved by the members at the 69th Annual General Meeting subject to the ratification of the appointment by the members at every annual general meeting thereafter. M/s CNGSN & Associates, LLP have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for their re-appointment as Auditors of the Company. As required under Regulation 33 (l)(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board, based on the recommendation of Audit Committee, proposes the ratification of the appointment of M/s CNGSN & Associates, LLP to hold office until the conclusion of 71st Annual General meeting, by the members .
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Second Amendment Rules, 2017, Mr. N.V. Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2017-18. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N.V. Thanigaimani is included at Item No .4 of the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Srinidhi Sridharan & Associates, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. During the year under review, there has been no qualification, reservation or adverse remark or disclaimer in their report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.
CORPORATE GOVERNANCE REPORT
All material information was circulated to the directors before their meeting or placed at their meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.
In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub-Regulation 34(3) of the Listing Regulations is attached to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a prevention of Sexual Harassment and Grievance Handling Policy in line with the requirements of The Sexual Harassment of Women at the workplace(Prevention, Prohibition& Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off during the year 2017-18:
No. of complaints received - Nil
No. of complaints disposed off- Not Applicable
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Accounts) Rules, 2014. During the year, the Company did not have any foreign exchange earnings and outgo.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in the prescribed form MGT-9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Company''s Equity Shares are presently listed on BSE Ltd.
ACCREDITATION/ RECOGNITION
Your Company has been certified under ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.
On behalf of the Board |
|
Place: Chennai |
M.M.VENKATACHALAM |
Date: April 26, 2018 |
(DIN:00152619) |
Chairman |
Mar 31, 2017
The Directors present herewith the 69th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2017.
The performance of the Company for the year is summarized below:
FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars |
2016-2017 |
2015-2016 |
Gross Income |
3204.43 |
12399.26 |
Profit/(loss) before Interest and Depreciation |
(37.15) |
1205.66 |
Finance charges |
317.16 |
700.87 |
Gross Profit/(loss) |
(354.31) |
504.79 |
Depreciation and Amortisation expenses |
389.55 |
435.85 |
Net Profit/(loss) before tax |
(743.86) |
68.94 |
Provision for tax |
(17.57) |
28.57 |
Net Profit/(loss) after tax |
(726.29) |
40.37 |
Balance of Profit brought forward |
(2653.22) |
(2693.59) |
Surplus carried to Balance Sheet |
(3379.51) |
(2653.22) |
OPERATIONS AND PERFORMANCE
For the year under review, Your Company achieved a gross income of Rs.3204.43 lakhs and incurred a loss before tax of Rs.743.86 lakhs, as against the gross income of Rs.12399.26 lakhs and profit before tax of Rs.68.94 lakhs, for the previous year.
Your Companyâs operations during the year were impacted by reduced in flow of fresh orders due to the continued slowdown in Greenfield/ Brownfield investment in customer segments where the Company is present. There was stiff competition in market place for the limited orders available and due to very low prices offered by competitors, Your Company was able to secure major order only by the end of the year.
In addition, there was pressure on liquidity front resulting from delayed payments by customers, which in turn affected the pace of execution of the ongoing projects . In few of the projects where work has been completed, the customers delayed the payment due to their funds position and this in turn had affected the cash flow of the Company.
The Company is continuing its efforts for securing fresh orders and improve the collections from the market.
On the Property Development business, Your Company had completed the handing over of all the projects during the previous year and hence there was only marginal income of Rs.8 Lakhs during the year as against Rs. 6944 Lakhs in 2015-16 .
The depreciation for the year was at Rs.389.55 lakhs as compared to Rs.435.85 lakhs for the previous year.
Due to lower volumes / revenue, the PBIT for the year was at negative Rs.426.70 lakhs as compared to Rs.769.81 lakhs during the previous year. However, consequent to reduced average borrowings, the Company could bring down the finance cost from Rs.700.87 lakhs in the previous year to Rs.317.16 lakhs in the current year.
During the year, Your Company utilised the existing Plant and Machinery and hence did not incur any major capital expenditure.
DIVIDEND
Taking into account overall financial performance of the Company and the accumulated losses, no dividend is considered for the financial year 2016-17.
The Company also has not transferred any amount to general reserve.
During the year, the unclaimed dividend amounting to Rs.43,804/- pertaining to dividend for the year ended 31st March, 2009 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders.
SHARE CAPITAL
The paid up Equity share capital of the Company as on 31.03.2017 was Rs.3323.36 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31st March, 2017, Mr. M.M. Venkatachalam, Chairman, was holding 4,51,610 equity shares of Rs.10/each and Mr. M.A.M. Arunachalam, Director, was holding 3,61,610 equity shares of Rs.10/- each of the Company. The other Directors of the Company do not hold any shares in the Company.
The paid up Preference Share capital of the Company as on 31.03.2017 was Rs.7,00,00,000/-. During the year, with the consent of Cumulative Redeemable Preference Shareholders(CRPS), the term of CRPS was extended by a further period of 3 years and the date of redemption set as 22nd August, 2019. The dividend payable on CRPS was revised to 6% p.a. with effect from 22nd August, 2016 from the existing 7% p.a. since 13th November, 2014.
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE
The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.
RISK MANAGEMENT
The Board of Directors have established a review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. The Board had constituted a Risk Management Committee, details of the same and its terms of reference are set out in the Corporate Governance Report forming part of the Boardâs Report.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Auditors, who review all the financial transactions and operating systems, the Company has also in place adequate Internal Financial Controls with reference to Financial Statements . During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
DIRECTORS
At the 68th Annual General Meeting held on 22nd July, 2016, Mr. R. Surendran (DIN: 00010017) was appointed as an Independent Director with effect from 25th January, 2016, for a period of 5 years upto the conclusion of the 73rd Annual General Meeting to be held in the calendar year 2021 and he is not liable to retire by rotation. Mr. M.A.M. Arunachalam, (DIN: 00202958), Director, retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association and was re-appointed as Director, liable to retire by rotation.
RE-APPOINTMENT OF RETIRING DIRECTOR
Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Ms. G. Jalaja, Director (DIN: 00149278) who retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers herself for reappointment.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
During the year, Mr. N. Velappan, was re-appointed by the Board as Manager of the Company and a Key Managerial Person from 01st May, 2016 to 30th April, 2017 under Section 203 of the Companies Act, 2013, which was approved by the members at the 68th Annual General Meeting of the Company held on 22ndJuly, 2016. The Board has now extended the tenure of Mr. N. Velappan as Manager for the period of 1 Year from 01st May, 2017 to 30th April 2018, for which the approval of members is being sought in the ensuing Annual General Meeting.
Consequent to the resignation of Mr. K. Ramakrishnan as Chief Financial Officer, the Board had appointed Mr. R. Narayanan as the Chief Financial Officer of the Company with effect from 24th October, 2016. He holds charge of this position, in addition to his position as Company Secretary and Compliance Officer of the Company.
EVALUATION OF BOARDâS PERFORMANCE
As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On their appointment, Independent Directors are familiarized about the Companyâs business and operations. Interactions with senior executives are facilitated to gather insight specific to the Companyâs operations. Detailed presentations are made available to apprise about Companyâs history, current business plan and strategies. As part of the familiarization programme, a handbook is provided to all Directors, including Independent Directors, at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders.
The details of familiarization programmes as above are also disclosed on the website of the Company at the link: http: //www.coromandelengg.com/Inv_ policies.html.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March 2017, the Board had met five (5) times, on 25th April, 2016, 22nd July, 2016, 24th October, 2016, 27th January, 2017 and 21st March, 2017. The Audit Committee had also met on the same dates except on 21st March, 2017. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.
DIRECTORâS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directorsâ make the following Statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
(b) that the Directors had selected such accounting policies as mentioned in Note No. 25 of the Financial Statements 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 as at 31st March, 2017 and of the loss of the company for the year ended on that date;
(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts for the year ended 31st March, 2017 have been prepared on a âgoing concernâ basis;
(e) that the directors 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) that 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.
RELATED PARTY TRANSACTIONS
All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an armâs length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee.
Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March, 2017 to be reported under section 188(1) of the Companies Act, 2013. The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Companyâs website at the following link: http://www.coromandelengg.com/ Inv_policies.html
EXPLANATION AND COMMENTS
The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes or commitments after the closure of the financial year.
COMPOSITION OF AUDIT COMMITTEE
Audit Committee constituted by the Board pursuant to Section 177 of the Companies Act, 2013, consists of the following members:
1. Mr. P. Nagarajan - Chairman
2. Mr. M.A.M. Arunachalam - Member
3. Mr. N.V. Ravi - Member
4. Mr. R. Surendran - Member
The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.
VIGIL MECHANISM
The Company has devised a vigil mechanism in pursuance of the provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Companyâs website.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:
1. Mr. N.V. Ravi-Chairman
2. Mr. M.M. Venkatachalam-Member
3. Mr. P. Nagarajan-Member
The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on directorâs 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 of the Companies Act, 2013.
Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ Inv_policies.html.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.
The following is the composition of the Corporate Social Responsibility Committee.
a) Mr. R. Surendran - Chairman
b) Mr. M.A.M. Arunachalam - Member
c) Ms G. Jalaja - Member
SCOPE OF CSR POLICY
This policy will apply to all projects/ programmes undertaken as part of the Companyâs Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, Statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed thereunder.
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.
The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/Inv_policies.html.
REASON FOR NOT SPENDING ON CSR ACTIVITIES
Since the average of net profit earned by the Company in the preceding three financial years is negative, the Company was not required to spend on the CSR activities during the financial year 2016-17 .
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
AUDITORS STATUTORY AUDITORS
The appointment of M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registration No. 004207S as Statutory Auditors of the Company to hold office from the conclusion of 68th Annual General Meeting until the conclusion of 69th Annual General Meeting, was ratified by the members at 68th Annual General Meeting of the Company. Due to the requirement of mandatory rotation of Auditors under Companies Act, 2013, M/s Sundaram and Srinivasan, will vacate their office at the conclusion of 69th Annual General Meeting of the Company. The Board of Directors, based on the recommendation of Audit Committee, proposes the appointment of M/s. CNGSN & Associates, LLP, holding Firm Registration No. 004915S, as Statutory Auditors of the Company, to hold office, from the conclusion of 69th Annual General Meeting until the conclusion of 74thAnnual General Meeting, subject to approval of the appointment by the members at the 69th Annual General Meeting and ratification of the appointment by the members at every annual general meeting thereafter. M/s CNGSN & Associates, LLP have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their appointment as Auditors of the Company. As required under Regulation 33 (1)(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N.V. Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2016-17. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N.V. Thanigaimani is included at Item No 4 of the Notice convening the Annual General Meeting.
INTERNAL AUDITORS
The Company has appointed M/s RGN Price & Co., Chartered Accountants, Chennai, as internal Auditors of the Company for the financial year 2017-18.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. R. Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. During the year under review, there has been no qualification, reservation or adverse remark or disclaimer in their report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.
CORPORATE GOVERNANCE REPORT
All material information was circulated to the directors before their meeting or placed at their meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.
In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub-Regulation 34(3) of the Listing Regulations is attached to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a prevention of Sexual Harassment and Grievance Handling Policy in line with the requirements of The Sexual Harassment of Women at the workplace(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off during the year 2016-17 :
No. of complaints received - Nil
No. of complaints disposed off - Not Applicable
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies(Accounts) Rules, 2014. During the year, the Company did not have any foreign exchange earnings and outgo.
SHIFTING OF REGISTERED OFFICE:
The Company has shifted its Registered Office from 3rd Floor, Parry House, Moore Street, Chennai - 600001 to 5th Floor, Parry House, Moore Street, Chennai -600001 effective from 1st September, 2016.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in the prescribed form MGT-9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each Director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Companyâs Equity Shares are presently listed on BSE Ltd.
ACCREDITATION/ RECOGNITION
Your Company has been certified under ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.
On behalf of the Board
Place: Chennai M.M.VENKATACHALAM
Date: April 29, 2017 (DIN:00152619)
Chairman
Mar 31, 2016
The Directors present herewith the 68th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.
The performance of the Company for the year is summarized below:
FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars |
2015-2016 |
2014-2015 |
Gross Income |
12399.26 |
23129.08 |
Profit before Interest and Depreciation |
1224.75 |
2212.22 |
Finance charges |
719.96 |
1669.37 |
Gross Profit |
504.79 |
542.85 |
Depreciation and Amortization expenses |
435.85 |
488.90 |
Net Profit before tax |
68.94 |
53.95 |
Provision for tax |
28.57 |
(58.46) |
Net Profit after tax |
40.37 |
112.41 |
Balance of Profit brought forward |
(2693.59) |
(2764.33) |
Surplus carried to Balance Sheet |
(2653.22) |
(2693.59)* |
* - after adjustment of Rs.41.67 Lakhs due to change in revised useful life of fixed assets.
OPERATIONS AND PERFORMANCE
For the year under review, Your Company achieved a gross income of Rs.12399.26 lakhs and profit before tax of Rs.68.94 lakhs, as against the gross income of Rs.23129.08 lakhs and profit before tax of Rs.53.95 lakhs , for the previous year.
Your Company''s operations during the year were impacted by reduced in flow of fresh orders due to the continued slowdown in Greenfield/Brownfield investment in customer segments where the Company is present. There was stiff competition in market place for the limited orders available and due to very low prices offered by competitors, Your Company was not able to secure any major order during the year.
In addition, there was pressure on liquidity front resulting from delayed payments by customers, which in turn affected the pace of execution of the ongoing projects . In few of the projects where work has been completed, the customers delayed the payment due to their funds position and this in turn had affected the cash flows of the Company.
The company will however continue its efforts for securing fresh orders and also improve the collections from the market.
On the Property Development business, Your Company had completed the handing over of all the projects during the year. The turnover from property development business was at Rs.6944 lakhs for the year as against Rs.11448 lakhs in the previous year.
The depreciation for the year was at Rs.435.85 lakhs as compared to Rs.488.90 lakhs for the previous year. Due to lower volumes, the PBIT for the year was at Rs.788.9 lakhs as compared to Rs.1723.32 lakhs during the previous year. However consequent to reduced borrowings, the Company could bring down the finance cost from Rs.1669.37 Lakhs in the previous year to Rs.719.96 lakhs in the current year.
During the year, Your Company restricted the capital expenditure by utilizing the existing Plant and Machinery. The Company reviewed the requirement of the available plant and machinery based on the completion of certain projects and took efforts to dispose off specific surplus and used assets.
DIVIDEND
Taking into account overall financial performance of the Company and the accumulated losses , no dividend is considered for the financial year 2015-16. The Company has not transferred any amount to general reserve.
During the year, the unclaimed dividend amounting to Rs.1,51,998/- pertaining to dividend for the year ended 31st March, 2008 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders.
SHARE CAPITAL
The paid up Equity share capital of the Company as on 31.03.2016 was Rs.3323.36 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31st March, 2016, Mr. M.M. Venkatachalam, Chairman, was holding 4,51,610 equity shares of Rs.10/- each and Mr. M.A.M Arunachalam, Director, was holding 3,61,610 equity shares of Rs.10/- each of the Company. The other Directors of the Company do not hold any shares in the Company.
The paid up Preference Share capital of the Company as on 31.03.2016 was Rs.7,00,00,000/-.
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE
The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.
RISK MANAGEMENT
The Board of Directors have established a review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. The Board had constituted a Risk Management Committee, details of the same and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Audit function which scrutinizes all the financial transactions, the Company has also in placed adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
DIRECTORS
At the 67th Annual General Meeting held on 24th July, 2015, Mr. P. Nagarajan (DIN: 00110344) was appointed as an Independent Director for a period of 5 years with effect from 24th July, 2015 for a term upto the conclusion of the 72nd Annual General Meeting to be held in the calendar year 2020 and not liable to retire by rotation. Mr. M.M. Venkatachalam, (DIN: 00152619), Chairman retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association and was appointed as Director, liable to retire by rotation. Ms. G. Jalaja (DIN: 00149278), who was appointed as an Additional Director of the Company on 20th March, 2015, was appointed as Director, liable to retire by rotation.
REAPPOINTMENT OF RETIRING DIRECTOR
Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Mr. M.A.M. Arunachalam, Director (DIN: 00202958) who retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers himself for re- appointment.
APPOINTMENT OF DIRECTORS
During the year, Mr. R. Surendran (DIN: 00010017) was appointed as Additional Director (Independent) of the Company on 25th January, 2016. On the recommendation of the Nomination & Remuneration Committee and with the approval of the Board, Mr. R. Surendran is proposed to be appointed as an Independent Director for a period of 5 years with effect from 25th January, 2016 and necessary resolution seeking the approval of the members for his appointment is included in the Notice convening the Annual General Meeting. He is not liable to retire by rotation.
RESIGNATION OF DIRECTORS
During the year, Mr. S. S. Rajsekar, Independent Director (DIN: 00125641) had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 28th October, 2015.
Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Mr. S.S. Rajsekar, during his tenure of office as Director of the Company.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
During the year, Mr. N. Velappan, was appointed by the Board as Manager of the Company and a Key Managerial Person from 01st May ,2015 to 30th April, 2016 under Section 203 of the Companies Act, 2013, which was approved by the members at the 67th Annual General Meeting of the Company held on 24th July, 2015. The Board has now extended the tenure of Mr. N. Velappan as Manager for the period from 01st May, 2016 to 30th April 2017, for which the approval of members is being sought in the ensuing Annual General Meeting.
EVALUATION OF BOARD''S PERFORMANCE
As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On their appointment, Independent Directors are familiarized about the Company''s business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company''s operations. Detailed presentations are made available to apprise about Company''s history, current business plan and strategies. As part of the familiarization programme, a handbook is provided to all Directors including Independent Directors at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders.
The details of familiarization programmes as above are also disclosed on the website of the Company at the link: http://www.coromandelengg.com/Inv_ policies.html.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March 2016, the Board had met five (5) times on 28th April, 2015, 24th July, 2015, 28th October, 2015, 25th January, 2016 and 22nd March, 2016. Except on 22nd March, 2016, the Audit Committee had also met on the same dates. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors'' make the following Statements in terms of Section 134 (3) (c) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) that the directors had selected such accounting policies as mentioned in Note No. 26 of the Financial Statements 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 as at 31st March, 2016 and of the profit of the company for the year ended on that date;
(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts for the year ended 31st March, 2016 have been prepared on a ''going concern'' basis;
(e) that the directors 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) that 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.
RELATED PARTY TRANSACTIONS
All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting.
The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March, 2016 to be reported under section 188(1) of the Companies Act, 2013. The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company''s website at the following link: http://www.coromandelengg. com/Inv_policies.html.
EXPLANATION AND COMMENTS
The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes or commitments after the closure of the financial year.
COMPOSITION OF AUDIT COMMITTEE
Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:
1. |
Mr. P. Nagarajan |
- Chairman |
2. |
Mr. M.A.M. Arunachalam |
- Member |
3. |
Mr. N.V. Ravi |
- Member |
4. |
Mr.R. Surendran |
- Member |
The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.
VIGIL MECHANISM
The Company has devised a vigil mechanism in pursuance of the provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company''s website.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:
1. |
Mr. N.V. Ravi |
- Chairman |
2. |
Mr. M.M. Venkatachalam |
- Member |
3. |
Mr. P. Nagarajan |
- Member |
The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act,2013. The Company had laid out and following the policy on director''s 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 of the Companies Act, 2013.
Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ Inv_policies.html.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.
The following is the composition of the Corporate Social Responsibility Committee.
a) |
Mr. R. Surendran |
- Chairman |
b) |
Mr. M.A.M Arunachalam |
- Member |
c) |
Ms G. Jalaja |
- Member |
SCOPE OF CSR POLICY
This policy will apply to all projects/programmes undertaken as part the Company''s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed there under.
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.
The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/Inv_policies.html.
REASON FOR NOT SPENDING ON CSR ACTIVITIES
Since the Company had incurred losses in 2 of the 3 preceding financial years, the Company had decided not to spend on the CSR activities during the financial year 2015-16.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI), on 2nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015 and accordingly all listed entities were required to enter into the listing agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited on 14th December,2015.
AUDITORS STATUTORY AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registration No. 004207S were appointed as Statutory Auditors of the Company to hold office from the conclusion of 66th Annual General Meeting until the conclusion of 68th Annual General Meeting, subject to ratification of the appointment by the members at every Annual General Meeting held after 66th Annual General Meeting of the Company. The Board of Directors, based on the recommendation of Audit Committee, proposes the appointment of M/s Sundaram & Srinivasan as Statutory Auditors of the Company, to hold office, from the conclusion of 68th Annual General Meeting until the conclusion of 69th Annual General Meeting, subject to approval of the appointment by the members at the 68th Annual General Meeting. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re-appointment as Auditors of the Company. As required under Regulation 33 (1)(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N.V. Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2015-16. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N.V. Thanigaimani is included at item No 5 of the Notice convening the Annual General Meeting.
INTERNAL AUDITORS
The Company has appointed M/s RGN Price & Co, Chartered Accountants, Chennai, as internal Auditors of the Company for the financial year 2016-17.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. R. Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. During the year under review, there has been no qualification, reservation or adverse remark or disclaimer in their report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.
CORPORATE GOVERNANCE REPORT
All material information was circulated to the directors before their meeting or placed at their meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.
In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a prevention of Sexual Harassment and Grievance Handling Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off during the year 2015-16.
No. of complaints received - Nil
No. of complaints disposed off - Not Applicable
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT ( R&D) & FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules, 2014. During the year, the Company did not have any foreign exchange earnings and the outgo was Rs. 0.14 Lakhs on revenue account.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual return in the prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Company''s Equity Shares are presently listed on BSE Ltd.
ACCREDITATION/ RECOGNITION
Your Company has been certified under ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.
On behalf of the Board
Place: Chennai M.M. VENKATACHALAM
Date: April 25, 2016 (DIN: 00152619)
Chairman
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 67th Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2015.
The performance highlights of the Company for the year are summarized
below:
FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars 2014-2015 2013-2014
Gross Income 23129.08 20033.93
Profit before interest and depreciation 2212.22 266.22
Finance charges 1669.37 1286.39
Gross Profit 542.85 (1020.17)
Depreciation and Amortisation expenses 488.90 223.31
Net Profit before tax 53.95 (1243.48)
Provision for tax (58.46) (355.31)
Net Profit after tax 112.41 (888.17)
Balance of Profit brought forward (2764.33) (1876.16)
Surplus carried to Balance Sheet (2693.59)* (2764.33)
* - after adjustment of Rs.41.67 Lakhs due to change in revised useful
life of fixed assets.
OPERATIONS AND PERFORMANCE
For the year under review, Your Company achieved a gross income of Rs.
23129.08 lakhs and profit before tax of Rs. 53.95 lakhs, as against the
gross income of Rs.20033.93 lakhs and loss of Rs.1243.48 lakhs before
tax, for the previous year.
Your Company's operations were impacted during the year due to a
general slow down in investment/ expansions in the industry segments
where the Company is present. There were also issues like delayed
payments by certain customers, which affected the cash flow and hence,
the speed of execution by the Company. The Company continued its
initiative on process improvements to increase productivity and project
margins.
Your Company participated in several tenders during the year in
industrial, commercial and residential segments across select
geographies. Your company quoted for tenders worth Rs. 122019 lakhs
during the year and bagged orders to the tune of Rs. 4074 lakhs, in the
industrial and commercial construction segment.
On the Property Development business, Your Company focused on
completion and sale of the existing projects. Your Company has
completed the execution of all the projects on hand and also the sale
of apartments in the major project at Coimbatore during the last
quarter. Your Company also undertook certain property development
projects and related services in Chennai, revenue from which were
received in the last quarter. The turnover from property development
business was at Rs.11448 lakhs for the year as against Rs. 2975 lakhs
in the previous year.
The depreciation for the year increased to ' 488.90 lakhs as compared
toRs.223.31 lakhs for the previous year, on adoption of the revised
useful life of assets as per Schedule II of the Companies Act, 2013. In
line with transitional provisions, where the remaining revised useful
life was 'Nil' for assets held as on 01st April 2014, an amount of Rs.
41.67 Lakhs has been recognised in the opening balance of retained
earnings (net of deferred tax of Rs. 18.66 lakhs).
Thanks to the improvement in revenue and various other measures taken
by the Company, the PBIT of the Company during the year has improved to
Rs. 1723.32 lakhs as compared to Rs. 42.91 lakhs during the previous
year. The finance cost for the year was at Rs. 1669.37 lakhs as
compared to Rs.1286.39 lakhs for the previous year. The increase in
finance cost was due to higher borrowings during most part of the year.
During the last quarter, the Company realised significant cash flows
through sale of apartments, refund of deposits and overdue collections.
This helped the Company in reducing the long term borrowings.
During the year, Your Company had focused on utilization of existing
plant and machinery and the capital expenditure during the year was
restricted to Rs. 58.78 lakhs. The Company reviewed the requirement of
existing plant and machinery based on the completion of certain
projects and took efforts to dispose off surplus and used assets.
DIVIDEND
Taking into account overall financial performances of the Company, your
Directors have not recommended any dividend for the financial year
2014-2015. The Company has not transferred any amount to general
reserve.
During the year, the unclaimed dividend amounting to Rs.61,423/-
pertaining to dividend for the year ended 31st March, 2007 was
transferred to the Investor Education & Protection Fund. The company
has uploaded the details relating to unclaimed dividend on its website
for the benefit of its shareholders.
SHARE CAPITAL
The paid up Equity share capital of the Company as on 31.03.2015 was
Rs.332,335,980/-. During the year under review, the Company has not
issued shares with differential voting rights nor granted stock options
nor sweat equity shares. As on 31st March, 2015, Mr. M M Venkatachalam,
Chairman, holds 4,51,610 equity shares and Mr. M A M Arunachalam,
Director, holds 3,61,610 equity shares of the Company.
The paid up Preference Share capital of the Company as on 31.03.2015
was '7,00,00,000/-.
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS/GUARANTEES/ INVESTMENTS
The Company has not extended any loans, guarantees nor made any
investments covered under the provisions of Section 186 of the
Companies Act, 2013.
RISK MANAGEMENT
The Board of Directors have established a review and monitoring process
with the management to ensure that the risks pertaining to the business
are identified, steps are taken to manage and mitigate the same and
periodical updates are discussed. Pursuant to Clause 49 of the Listing
Agreement, the Board had constituted a Risk Management Committee during
the year. The details of the said Committee and its terms of reference
are set out in the Corporate Governance Report forming part of the
Board's Report.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to the Internal Controls on Operations, the Board has laid
emphasis on adequate internal financial controls to ensure that the
financial affairs of the Company are carried out with due diligence.
Apart from Internal Audit function which scrutinizes all the financial
transactions, there are also processes laid down, leading to CFO/CEO
certification to Board on the adequacy of Internal Financial Controls.
DIRECTORS
At the 66th Annual General Meeting held on 30th July, 2014, Mr. J
Srinivasan (DIN:00063660) was appointed as an Independent Director for
a period of 1 year with effect from 30th July, 2014. Mr. S.S.Rajsekar
(DIN:00125641), Mr. V. Venkiteswaran (DIN:00062246) and Mr. N V Ravi
(DIN : 00277255) were appointed as Independent Directors for a period of
5 years with effect from 30th July, 2014 for a term upto the conclusion
of the 71st Annual General Meeting to be held in the calendar year 2019.
They are not liable to retire by rotation.
REAPPOINTMENT OF RETIRING DIRECTORS
Mr. M M Venkatachalam, Chairman (DIN:00152619) retires by rotation
pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of
the Articles of Association at the forth coming Annual General Meeting
and being eligible, offers himself for re-appointment.
APPOINTMENT OF DIRECTORS
During the year, Mr. P. Nagarajan (DIN: 00110344) and Ms. G. Jalaja
(DIN: 00149278) were appointed as Additional Directors of the Company
on 30.07.2014 and 20.03.2015 respectively.
RESIGNATION OF DIRECTORS
During the year, Mr. J Srinivasan, Independent Director (DIN: 00063660)
had resigned from the Board of Directors and the same was accepted by
the Board with effect from the close of business hours on 31st October,
2014. Mr. V Venkiteswaran, Independent Director (DIN: 00062246) had
resigned from the Board of Directors and the same was accepted by the
Board with effect from the close of business hours on 11th March, 2015.
Your Directors place on record their grateful appreciation of the
valuable services rendered and contributions made by Mr. J. Srinivasan
and Mr. V. Venkiteswaran, during their tenure of office as Directors of
the Company.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
During the year, Mr. A. Suryanarayan was appointed by the Board as
Manager of the Company and a Key Managerial Person under Section 203 of
the Companies Act, 2013, which was approved by the members at the 66th
Annual General Meeting of the Company held on 30th July, 2014.
Mr. K Ramakrishnan was appointed as the Chief Financial Officer of the
Company and a Key Managerial Person with effect from 1st August, 2014.
RESIGNATION OF KEY MANAGERIAL PERSONNEL
Mr. A Suryanarayan, Manager had resigned from the services of the
Company with effect from the close of business hours on 30th November,
2014.
The Board based on the recommendations of the Nomination & Remuneration
Committee has appointed Mr. N. Velappan as Manager of the Company and a
Key Managerial Person under Section 203 of the Companies Act, 2013 with
effect from 01st May 2015, which is subject to the approval of the
members at the ensuing Annual general Meeting for the remuneration to
be paid.
EVALUATION OF BOARD'S PERFORMANCE
As per the provisions of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as evaluation of the working of its Audit Committee, Nomination and
Remuneration Committee, Risk Management Committee and Stakeholders
Relationship Committee. The manner in which the evaluation has been
carried out is explained in the Corporate Governance Report.
REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the
recommendations of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management
and other employees and their remuneration. The details of the
Remuneration Policy are stated in the Corporate Governance Report.
NUMBER OF THE MEETINGS OF THE BOARD
The Board had met five (5) times during the financial year ended 31st
March 2015, on 29th April 2014, 30th July 2014, 31st October 2014, 29th
January 2015 and 6th March 2015. Except on 6th March, 2015, the Audit
Committee had also met on the same dates. The details of the said
meetings are given in the Corporate Governance Report. The intervening
gap between the meetings was within the period as prescribed under the
Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors' make the
following Statements in terms of Section 134 (3) (c) of the Companies
Act, 2013:
(a) that in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(b) that the directors had selected such accounting policies as
mentioned in Note No. 27 of the Financial Statements 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 as at 31st March, 2015 and of the profit of the company for
the year ended on that date;
(c) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
(d) that the annual accounts for the year ended 31st March, 2015 have
been prepared on a 'going concern' basis;
(e) that the directors 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) that 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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
(Act) stating that the Independent Directors of the Company met with
the criteria of Independence laid down in Section 149(6) of the Act.
RELATED PARTY TRANSACTIONS
All transactions with Related Parties entered during the financial year
were in the ordinary course of business and on an arm's length basis.
There were no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company other
than reimbursement of expenses incurred, if any, for attending the
Board meeting.
The Related Party Transactions are placed before the Audit Committee
for review and approval as per the terms of the Policy for dealing with
Related Parties. Prior omnibus approval of the Audit Committee is
obtained on a quarterly basis for transactions which are foreseen and
of repetitive nature. The statement containing the nature and value of
the transactions entered into during the quarter is presented at every
subsequent Audit Committee meeting by the CFO for the review and
approval of the Committee. Further, transactions proposed in subsequent
quarter are also presented. Besides, the Related Party Transactions are
also reviewed by the Board on an annual basis. The details of the
Related Party Transactions are provided in the accompanying financial
statements. There are no contracts or arrangements entered into with
Related Parties during the year ended 31st March 2015 to be reported
under section 188(1). The policy on dealing with Related Parties as
approved by the Board is uploaded and is available on the Company's
website at the following link:
http://www.coromandelengg.com/Inv_policies.html.
EXPLANATION AND COMMENTS
The reports of statutory auditors and that of the secretarial auditors
are self explanatory and have no adverse comments.
MATERIAL CHANGE
There is no material change or commitments after the closure of the
financial year.
COMPOSITION OF AUDIT COMMITTEE
Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee
was reconstituted by the Board of Directors and consists of the
following members:
1. Mr. P Nagarajan - Chairman
2. Mr. M A M Arunachalam - Member
3. Mr. S S Rajsekar - Member
4. Mr. N V Ravi - Member
The Board has accepted the recommendations of the Audit Committee and
there were no incidences of deviation from such recommendations during
the financial year under review.
VIGIL MECHANISM
The Company has devised a vigil mechanism in pursuance of provisions of
Section 177(10) of the Companies Act, 2013 for Directors and employees
to report genuine concerns or grievances to the Audit Committee in this
regard and details whereof are available on the Company's website.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013, the Board has
constituted a Nomination and Remuneration Committee consisting of the
following members:
1. Mr. N V Ravi - Chairman
2. Mr. M M Venkatachalam - Member
3. Mr. P. Nagarajan - Member
The said committee has been empowered and authorized to exercise powers
as entrusted under the provisions of Section 178 of the Companies Act,
2013. The Company had laid out and following the policy on director's
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 of the
Companies Act, 2013.
Policy on Criteria for Board Nomination and Remuneration policy is
available in the website of the Company http://www.coromandelengg.com/
Inv_policies.html.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company through its Corporate Social Responsibility Committee had
formulated a CSR policy as required under Section 135 of the Companies
Act, 2013.
The following is the composition of the Corporate Social Responsibility
Committee.
a) Mr. S.S. Rajsekar - Chairman
b) Mr. M.A.M Arunachalam - Member
c) Ms G. Jalaja - Member
SCOPE OF CSR POLICY
This policy will apply to all projects/programmes undertaken as part
the Company's Corporate Social Responsibility and will be developed,
reviewed and updated periodically with reference to relevant changes in
corporate governance, international standards and sustainable and
innovative practices. The policy will maintain compliance and
alignment with the activities listed in Schedule VII and Section 135 of
the Companies Act 2013 and the rules framed there under.
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR project/ programmes identified by the
CSR Committee and approved by the Board of Directors in line with the
CSR Policy.
The CSR Policy of the Company is uploaded in the website of the
Company, http://www. coromandelengg.com/Inv_policies.html.
REASON FOR NOT SPENDING ON CSR ACTIVITIES
Since the Company had incurred losses in the preceding financial years,
the Company had decided not to spend on the CSR activities.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
The company has not received any significant and material orders passed
by the regulators or courts or tribunals impacting the going concern
status and company's operations in future.
AUDITORS
STATUTORY AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm
Registration No. 004207S were appointed as Statutory Auditors of the
Company to hold office from the conclusion of 66th Annual General
Meeting until the conclusion of 68th Annual General Meeting subject to
ratification of the appointment by the members at every Annual General
Meeting held after 66th Annual General Meeting of the Company. The
Statutory Auditors have confirmed their eligibility under Section 141
of the Companies Act, 2013 and the Rules framed there under for their
re- appointment as Auditors of the Company. As required under Clause 49
of the Listing Agreement, the Auditors have also confirmed that they
hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N V
Thanigaimani, Cost Accountant (Membership No.15557) was appointed as
Cost Auditor of the Company for the financial year 2014-15. The
remuneration payable to the cost auditor is required to be placed
before the Members in a general meeting for their ratification.
Accordingly, a resolution seeking ratification for the remuneration
payable to Mr. N V Thanigaimani is included at item No 6 of the Notice
convening the Annual General Meeting.
INTERNAL AUDITORS
The Company has appointed M/s RGN Price & Co, Chartered Accountants,
Chennai as internal Auditors of the Company for the financial year
2015-16.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed Mr.R.Sridharan of Messrs. R Sridharan
and Associates, Company Secretaries, Chennai to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the business
details, is attached and forms part of this report.
CORPORATE GOVERNANCE REPORT
A report on corporate governance, giving the status of implementation
of mandatory and non-mandatory norms, as per clause 49 of the listing
agreement is attached and forms part of the Directors' Report.
The Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement.
A Certificate from the Practicing Company Secretary confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No. of complaints received - Nil
No. of complaints disposed off - Not Applicable
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company does not have any commercial activity that calls for
conservation of energy and/ or technology absorption, attracting
disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules,
2014. During the year, the Company did not have any foreign exchange
earnings or outgo.
EXTRACTS OF ANNUAL RETURN
The details forming part of the extract of the annual return in the
prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is annexed to and forms part of this Report.
PARTICULARS OF EMPLOYEES
The information relating to employees to be disclosed under Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel)
Rules 2014 is annexed to and forms part of this report.
LISTING OF SECURITIES IN STOCK EXCHANGES
In terms of the Board Resolution dated 29th January, 2015, the Company
had made an application to Madras Stock Exchange Ltd. (MSE) for
voluntary delisting of the Equity Shares of the Company from MSE in
accordance with the provisions of Securities and Exchange Board of
India (Delisting of Equity Shares) Regulation 2009.
The Company has received letter dated 26th March, 2015 from MSE
informing that MSE had withdrawn the admission granted to dealings on
the exchange for the equity shares of the Company in terms of SEBI
(Delisting of Equity Shares) Regulations 2009 with effect from 27th
March, 2015. The Company's shares are presently listed only on BSE Ltd.
ACCREDITATION/ RECOGNITION
Your Company has been certified under ISO 9001:2008 for quality
management system and BS OHSAS 18001:2007 for safety management system,
in design and establishment of property development, construction of
residential, commercial and industrial projects, supporting services
like electrical, mechanical and plumbing works.
GENERAL
Your Directors place on record their appreciation for the continued
co-operation, support and assistance extended to the Company by its
Bankers, Shareholders, Government of India and Government of Tamil
Nadu.
On behalf of the Board
Place: Chennai M.M. VENKATACHALAM
Date: April 28, 2015 (DIN: 00152619)
Chairman
Mar 31, 2014
Dear Members,
The Directors herewith present the 66th annual report and the audited
accounts for the financial year ended March 31, 2014.
FINANCIAL RESULTS:
(Rs. in lakhs)
Descripton 2013-14 2012-13
profit/(Loss) before interest & depreciaton 266.22 674.28
Less: Depreciaton 223.31 215.06
Finance costs 1286.39 1127.59
profit/ (Loss) before tax (1243.48) (668.37)
Less: Provision for taxation (355.31) (124.32)
profit/(Loss) afer tax (888.17) (544.05)
Less: Transfer to general reserve - -
Proposed dividend - -
Tax on dividend - -
Add: Earlier year''s profit
brought forward (1876.16) (1332.11)
profit carried to Balance Sheet (2764.33) (1876.16)
OPERATIONS AND PERFORMANCE
During the year under review, Your Company achieved a turnover of Rs.
19924.92 lakhs and incurred a loss of Rs. 1243.48 lakhs before tax, as
against the turnover of Rs. 21639.22 lakhs and loss of Rs. 668.37 lakhs
before tax in the previous year. Your Company''s operatons were
impacted during the year due to non-availability of labour, shortage
and steep cost escalaton of sand in Tamil Nadu for part of the year and
delayed payments from certain clients. There were also delays in
executon due to non-availability of work front and clearances from
customers in certain project sites, leading to idle fixed costs. Inspite
of various efciency improvement measures taken, the profitability has
been afected, resultng in Your Company making a lower PBIT of Rs. 42.91
lakhs as compared to PBIT of Rs. 459.22 lakhs during the previous year.
The finance cost for the year was at Rs. 1286.39 lakhs as compared to Rs.
1127.59 lakhs for the previous year.
Your Company partcipated in several tenders during the year in
industrial, commercial and residental segments across select
geographies. There was a distnct slowdown in request for
quotatons(during second half of the year) as well as delay in customers
taking final decision on their project and placing the orders. Your
company quoted for tenders worth Rs. 200498 lakhs during the year and was
able to win work orders to the tune of Rs. 8856 lakhs, including two
orders above Rs. 2000 lakhs.
On the Property Development business, Your Company focused on existng
projects in executon of the project and selling the apartments. Two
projects in Chennai are nearing completon and handing over. The project
at Coimbatore in 2 phases has progressed well in terms of constructon
actvity. Lot of promotonal actvites were done to create "Coral" brand
awareness and improve the sales. However due to prevailing market
sentments, there was a slowdown in apartment sales. The turnover for
property development business was at Rs. 2975 lakhs for the year as
against Rs. 3341 lakhs in the previous year.
During the year, Your Company has acquired operatonal plant and
machinery and other fixed assets to the tune of Rs. 750.96 lakhs.
EQUITY RIGHTS ISSUE & PREFERENCE CAPITAL
During the year, subsequent to approvals obtained from Shareholders and
also from SEBI, BSE Ltd. and Madras Stock Exchange Ltd., Your Company
successfully completed rights issue of 2,99,82,498 Equity shares (of
which 43,680 shares were kept in abeyance) of Rs. 10/- each, at a premium
of Rs. 10/- per Equity share. The rights Issue opened for subscripton on
Thursday, 23rd January, 2014 and closed on Thursday, 6th February,
2014. Equity shares were alloted to eligible shareholders, in
consultaton with the BSE Ltd., on Saturday, 15th February, 2014. The
entre rights Issue proceeds of Rs. 5987.76 lakhs (net of issue expenses
of Rs. 139.79 lakhs) was deployed during the year for purposes approved
by Board, i.e. repayment of loans Rs. 3000 lakhs, redempton of Preference
capital Rs. 2337.15 lakhs and balance towards general corporate purposes.
The Board thanks all Shareholders for their overwhelming support to the
rights issue.
The Company raised Rs. 3000 lakhs (including premium of Rs. 500 lakhs) by
issue of redeemable Preference capital to redeem the then existng
redeemable Preference capital of Rs. 2500 lakhs during August 2013. Rs.
1800 lakhs of Preference capital issued during the year, was redeemed
in February 2014, along with applicable premium and yield to maturity,
out of the proceeds of rights issue.
LISTING OF SECURITIES IN STOCK EXCHANGES:
The Company''s shares are listed in Madras Stock Exchange (MSE) and
Bombay Stock Exchange (BSE). In terms of the agreement entered into by
MSE with Natonal Stock Exchange (NSE), the equity shares of your
Company are allowed to dealings on the NSE (capital market segment).
DIVIDEND
Due to losses incurred by the Company, the Directors have not
recommended any dividend for the financial year 2013-14. Consequently,
the Company has not transferred any amount to general reserve.
DEPOSITS
The Company has not accepted any deposits during the financial year.
ACCREDITATION/ RECOGNITION
Your Company has been certfed as ISO 9001:2008 for quality management
system and BS OHSAS 18001:2007 for safety management system, in design
and establishment of property development, constructon of residental,
commercial and industrial projects, supportng services like electrical,
mechanical and plumbing works.
DIRECTORS
In accordance with Secton 152(6) of the Companies Act 2013 and Artcles
92 of the Artcles of Associaton of the Company Mr. M.A.M Arunachalam
and Mr. N.V. Ravi, Directors of the Company, retre by rotaton at the
forthcoming Annual General Meetng and being eligible ofers themselves
for re-appointment.
In accordance with Secton 149(4) and other applicable provisions, if
any, read with Schedule IV of the Companies Act, 2013, the Company has
to appoint 1/3rd of the total Directors as independent Directors, for a
maximum period of 5 years and who are not liable to retre by rotaton.
Accordingly the Board had appointed Mr. J. Srinivasan, Mr. S.S.
Rajsekar, Mr. V. Venkiteswaran and Mr. N.V. Ravi as independent
Directors and the same is subject to the approval of the shareholders
at the Annual General meetng. A brief resume, expertse and details of
other directorship of these Directors are atached along with the notce
convening the ensuing Annual General Meetng.
The compositon of the Board will be as follows:
Sl. Name of the Designaton Category
No Director
1. Mr M M Chairman * Promoter
Venkatachalam Chairman
2. Mr M A M Director Non Executve
Arunachalam Promoter
3. Mr J Srinivasan Director Independent &
Non Executve
4. Mr V Director Independent &
Venkiteswaran Non Executve
5. Mr S S Rajsekar Director Independent &
Non Executve
6. Mr N V Ravi Director Independent &
Non Executve
- Resigned as Managing Director with efect from close of business hours
of 29th April 2014
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Secton 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
1. In the preparaton of the profit & Loss account for the financial year
ended 31st March, 2014 and the Balance Sheet as at that date
("Financial Statements"), applicable accountng standards have been
followed.
2. Appropriate accountng policies have been selected and applied
consistently and such judgments and estmates that are reasonable and
prudent have been made, so as to give a true and fair view of the state
of afairs of the Company as at the end of the financial year and of the
financial results of the Company for that period.
3. Proper and sufcient care has been taken for the maintenance of
adequate accountng records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventng and detectng fraud and other irregularites. To ensure this,
the Company has established internal control systems, consistent with
its size and nature of operatons. In weighing the assurance provided by
any such systems of internal controls, its inherent limitatons should
be recognised. These systems are reviewed and updated on an ongoing
basis. Periodic internal audits are conducted to provide reasonable
assurance of compliance with these systems. The Audit Commitee meets
at regular intervals to review the internal control system.
4. The Financial Statements have been prepared on a going concern
basis.
AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory
Auditors, retre at the conclusion of the ensuing Annual General Meetng
and being eligible, ofer themselves for reappointment.
The Board on the recommendaton of the Audit Commitee proposes that M/s.
Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm
Registraton No. 004207S be re-appointed as the Statutory Auditors of
the Company, to hold ofce from close of 66th Annual General Meetng tll
the conclusion of the 68th Annual General Meetng of the Company,
subject to approval from Shareholders. M/s. Sundaram & Srinivasan,
Chartered Accountants, Chennai, have forwarded a certfcate to the
Company, statng that their re-appointment, if made, will be within the
limit specified in that behalf in sub-secton (2) of Secton 141 3(g) of
Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report, highlightng the business
details, is atached and forms part of this report.
CORPORATE GOVERNANCE REPORT
A report on corporate governance, giving the status of implementaton of
mandatory and non- mandatory norms, as per clause 49 of the listng
agreement and the corporate governance voluntary guidelines, 2009,
issued by Ministry of Corporate Afairs, is atached and forms part of
the Directors'' report.
The certfcate regarding compliance of conditons of corporate governance
is made part of the annual report.
PARTICULARS OF EMPLOYEES
There were no employees covered under sub- secton 2A of Secton 217 of
the Companies Act, 1956 read with Companies (Partculars of Employees)
Rules, 1975, as amended vide Notfcaton No. GSR 289 (E) dated 31st March
2011.
PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1)(e)
The Company has no actvity relatng to consumpton of energy and
technology absorpton.
Except for foreign exchange earnings, there are no other partculars
required to be furnished under Secton 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Partculars in the Report of
Board of Directors) Rules,1988. There were no earnings or expenditure
in foreign currency during year.
GENERAL
Your Directors place on record their appreciaton for the contnued
co-operaton, support and assistance extended to the Company by its
Bankers, Shareholders, Government of India and Government of Tamil
Nadu.
On behalf of the Board
Place: Chennai M.M. VENKATACHALAM
Date: April 29, 2014 Chairman & Managing Director
Mar 31, 2012
The Directors herewith present their report together with the audited
accounts for the year ended 31st March 2012.
FINANCIAL HIGHLIGHTS
(Rs in lacs)
Description 2011-12 2010-11
Profit / (Loss) Before Interest & Depreciation (1938.89) 1194.08
Less : Depreciation 161.20 118.04
Interest 1149.23 670.92
Profit / (Loss) Before Tax (3249.32) 405.12
Less : Provision for Taxation (1104.10) 116.58
Profit /(Loss) After Tax (2145.22) 288.54
Less : Transfer to General Reserve - 29.00
Proposed Dividend - 82.37
Tax on Dividend - 13.36
Add : Earlier year's profit brought forward 813.11 649.30
Profit carried to Balance Sheet (1332.11) 813.11
OPERATIONS AND PERFORMANCE
During the year under review, your company recorded a turnover of Rs.
17046.09 lacs and Loss of Rs 3249.32 lacs as against the last year
turnover of Rs. 11275.24 lacs and PBT of Rs. 405.12 lacs. The key
reasons for the loss during the current year comprise of steep increase
in all construction material costs & labour costs. Severe shortage of
construction labour had led to unprecedented increase in good quality
manpower costs. The interest costs also climbed up due to increase in
the cost of borrowed funds from bankers.
Your company participated in several tenders during the year across
various industrial, commercial & residential segments. Your company
quoted tenders for a value of approx. Rs. 318445 lacs during the year
and won work orders worth Rs. 25800 lacs. This year saw your company
taking high value orders in the range of Rs. 3000 lacs to Rs. 4000
lacs.
On the Property Development front, your company reported a turnover of
Rs 1861.91 lacs as against Rs. 1161.57 lacs reported last year. Your
company's residential projects are progressing well.
Your company during the year has acquired operational Plant & Machinery
and other Fixed Assets amounting to Rs. 776 lacs.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Company's Shares are listed in Madras Stock Exchange Limited and
Bombay Stock Exchange Limited. In terms of the agreement entered into
by MSE with National Stock Exchange (NSE), the equity shares of your
Company are allowed to dealings on the NSE (Capital Market Segment).
SHARE CAPITAL
The shareholders at the Deemed General Meeting held on 27th March 2012
approved increase of Authorised Share Capital to Rs. 35 crores,
subsequent amendment of Memorandum & Articles of Association of the
Company and Issue of 25,00,000 Redeemable Preference Shares on
preferential basis so as to improve the liquidity position of the
Company. The Board at its meeting held on 28th March 2012 had approved
the allotment of 25,00,000 Redeemable Preference Shares of Rs. 100/-
each at par on preferential basis.
PREFERENCE SHARES
The Company has issued and allotted 25,00,000 Redeemable Preference
Shares of Rs. 100/- each on 28th March, 2012 after obtaining approval
of the shareholders at the Deemed General Meeting held on 27th March,
2012 under the provisions of Section 80 & 81(1A) of the Companies Act,
1956 at the coupon rate of 0.01% payable on annual basis.
DIVIDEND
Equity Shares:
Due to losses incurred by the Company, the Directors have not
recommended any dividend for the financial year 2011-12.
DEPOSITS
The Company has not accepted any deposits during the financial year.
ACCREDITATION/RECOGNITION
Your Company has successfully undergone the Surveillance Audit under
ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for
Safety Management System in design and establishment of property
development, construction of residential, commercial and industrial
projects, supporting services like electrical, mechanical and plumbing
works.
DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956 read with Article 92
of the Articles of Association of the Company, Messrs.
M.A.M.Arunachalam and Sridhar Ganesh, Directors, retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment.
The brief profile of the Directors seeking re- appointment has been
attached along with the Notice of the ensuing Annual General Meeting.
Messrs. Jitendra Virwani and K.E.Ranganathan resigned from the Board
with effect from 25th July, 2011 and 14th November, 2011 respectively.
The Board places on record its appreciation for the valuable services
rendered and contributions made by Messrs. Jitendra Virwani and
K.E.Ranganathan during their tenure as Directors of the Company.
Mr. N.V.Ravi was appointed as an Additional Director at the Board
meeting held on 21st February, 2012 and shall hold office up to the
ensuing Annual General Meeting.
The Company has received notice from a member along with deposit of
Rs.500/- pursuant to Section 257 of the Companies Act, 1956, signifying
his intention to propose Mr.N.V.Ravi as director of the Company. The
Board of Directors recommends the resolutions for his appointment as
set out in Item No. 5 of the Notice accompanying the Annual Report.
Mr. M M Venkatachalam, Chairman was appointed as the Managing Director
of the Company effective from 26th April 2012.
A brief resume, expertise and details of other directorships of these
Directors are attached along with the Notice convening the ensuing
Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
- In the preparation of the Profit & Loss Account for the financial
year ended 31st March, 2012 and the Balance Sheet as at that date
("Financial Statements") applicable Accounting Standards have been
followed.
- Appropriate accounting policies have been selected and applied
consistently and such judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the financial results of the Company for that period.
- 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. To ensure
this, the Company has established internal control systems, consistent
with its size and nature of operations. In weighing the assurance
provided by any such systems of internal controls, its inherent
limitations should be recognised. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted to
provide reasonable assurance of compliance with these systems.
The Audit Committee meets at regular intervals to review the internal
control system.
- The Financial Statements have been prepared on a going concern
basis.
AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory
Auditors, retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re- appointment.
The Board, on the recommendation of the Audit Committee, proposes that
M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai bearing
registration No. 004207S be re-appointed as the Statutory Auditors of
the Company to hold office till the conclusion of the next Annual
General Meeting of the Company. M/s.Sundaram & Srinivasan, Chartered
Accountants, Chennai have forwarded a certificate to the Company,
stating that their re-appointment, if made, will be within the limit
specified in that behalf in sub-section (1B) of section 224 of the
Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report, highlighting the
business wise details, is attached and forms part of this Report.
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance, giving the status of implementation
of mandatory and non- mandatory norms as per Clause 49 of the Listing
Agreement with the Stock Exchanges and the
Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry
of Corporate Affairs, is attached and forms part of the directors'
report.
The Certificate regarding Compliance of conditions of Corporate
Governance is also made part of the Annual Report.
PARTICULARS OF EMPLOYEES
There were no employees covered under sub- section 2A of Section 217 of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended vide Notification No. GSR 289 (E) dated 31st
March 2011.
PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1)(e)
The Company has no activity relating to consumption of energy and
technology absorption. Except for foreign exchange earnings, there are
no other particulars required to be furnished under Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
The Company earned a foreign exchange of Rs. 6.81 Lacs during the year
towards customer payment for residential property sold.
GENERAL
Your Directors place on record their appreciation for the continued
co-operation, support and assistance extended to the Company by its
Bankers, Shareholders, Government of India and Government of Tamil
Nadu.
On behalf of the Board
Place: Chennai M M Venkatachalam
Date : 26th April 2012 Chairman & Managing Director
Mar 31, 2011
The Directors have pleasure in presenting their Report together with
the audited accounts for the year ended 31st March 2011.
FINANCIAL HIGHLIGHTS
Rs. in Lacs
Description 2010-11 2009-10
Profit/(Loss ) Before Interest &
Depreciation 675.37 9.53
Less:
Depreciation 118.04 104.22
Interest 152.21 115.04
Profit Before
Tax 405.12 330.27
Less: Provision for
Taxation 116.58 111.33
Profit After
Tax 288.54 218.94
Less: Transfer to General
Reserve 29.00 22.00
Proposed
Dividend 82.37 65.90
Tax on
Dividend 13.36 10.94
Add: Earlier years profit
brought forward 649.30 529.20
Profit carried to Balance
Sheet 813.11 649.30
OPERATIONS AND PERFORMANCE
During the year under review, your Company recorded a turnover of
Rs.11,269.75 Lacs and PBT of Rs.405.12 Lacs as against the last year
turnover of Rs. 8,920.85 Lacs and PBT of Rs. 330.27 Lacs.
Your Company, during the year, has undertaken construction of factory
buildings for entities across India, in Sectors like Chemicals,
Fertiliser, Automobile, Power, Distillery, Cement etc and Residential
Apartments and Warehouse. The tender enquiries are increasing and the
Company is quoting for tenders in the range of Rs 50 to 100 Crores.
Turnover reported in Property Development is Rs. 1,161.57 Lacs during
the year as against Nil sales last year.
Your Company during the year has acquired operational Plant and
Machinery and other Fixed Assets amounting to Rs.557.13 Lacs.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Companys Shares are listed in Madras Stock Exchange Limited and
Bombay Stock Exchange Limited. Your Directors are pleased to in form
that in terms of the agreement entered into by MSE with National Stock
Exchange (NSE), the equity shares of your Company are allowed to
dealings on the NSE (Capital Market Segment) with effect from
17.02.2011.
ACCREDITATION/ RECOGNITION
Your Company has successfully undergone the Surveillance Audit under
ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for
Safety Management System in design and establishment of property
development, construction of residential, commercial and industrial
projects, supporting services like electrical, mechanical and plumbing
works.
DIVIDEND
The Company has earned a net profit after tax of Rs 288.54 Lacs. Your
Directors are pleased to recommend a dividend of Rs. 2.50 (25%) per
equity share of Rs.10/- each for the financial year ended March 31,
2011. The total outgo on account of the dividend to be paid to the
shareholders will be Rs. 95.73 Lacs (inclusive of dividend
distribution tax).
DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956 read with Article 92
of the Articles of Association of the Company Messrs. S S Rajsekar, V.
Venkiteswaran and J Srinivasan, Directors, retire by rotation at the
forthcoming Annual General Meeting and being eligible offers themselves
for re- appointment.
A brief resume, expertise and details of other directorships of these
Directors are attached along with the Notice convening the ensuing
Annual General Meeting.
AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory
Auditors, retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re- appointment.
The Board, subject to the recommendation of the Audit Committee,
proposes that M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai
bearing registration No. 004207S be re-appointed as the Statutory
Auditors of the Company to hold office till the conclusion of the next
Annual General Meeting of the Company. M/s.Sundaram & Srinivasan,
Chartered Accountants, Chennai have forwarded a certificate to the
Compamy, stating that their re-appointment, if made, will be within the
limit specified in that behalf in sub-section (IB) of section 224 of
the Companies Act, 1956.
DEPOSITS
The Company has not accepted any deposits during the financial year.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion & Analysis Report, Corporate
Governance Report and Certificate regarding compliance of conditions of
Corporate Governance are made part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
- In the preparation of the Profit & Loss Account for the financial
year ended 31st March, 2011 and the Balance Sheet as at that date
("Financial Statements") applicable Accounting Standards have been
followed.
- Appropriate accounting policies have been selected and applied
consistently and such judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit of the Company for that period.
- 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. To ensure
this, the Company has established internal control systems, consistent
with its size and nature of operations. In weighing the assurance
provided by any such systems of internal controls its inherent
limitations should be recognised. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted
to provide reasonable assurance of compliance with these systems.
The Audit Committee meets at regular intervals to review the internal
control system.
- The Financial Statements have been prepared on a going concern
basis.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to Section 383A of the Companies Act, 1956 read with the
Companies (Compliance Certificate) Rules 2001 the Compliance
Certificate issued by Messrs.R.Sridharan & Associates, Company
Secretaries, is attached hereto.
PARTICULARS OF EMPLOYEES
There were no employees covered by the provisions of section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended vide Notification No. GSR 289 (E)
dated 31st March 2011.
PARTICULARS REQUIRED TO BE FURNISHED U/S 217(l)(e)
The Company has no activity relating to consumption of energy and
technology absorption and foreign exchange earnings and outgo. Hence,
there are no particulars required to be furnished under Section
217(l)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
GENERAL
Your Directors place on record their appreciation for the continued
co-operation, support and assistance extended to the Company by its
Bankers, Shareholders, Government of India and Government of Tamilnadu.
Your Directors also place on record their appreciation for the
continued and dedicated performance and commitment by Officers and
Staff of the Company.
On behalf of the Board
M.M. VENKATACHALAM
CHAIRMAN
Place : Chennai
Date : 20th April, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Report together with
the audited accounts for the year ended 31st March 2010.
FINANCIAL HIGHLIGHTS
(Rs in Lacs)
Description 2009 -10 2008 - 09
Profit/(Loss ) Before Interest & Depreciation 549,53 907.09
Less: Depreciation 104.22 85.33
Interest 115.04 107.54
Profit Before Tax 330.27 714.22
Less: Provision for Taxation 111.33 247.21
Profit After Tax 218.94 467.01
Less: Taxation relating to earlier years - 3.04
Transfer to General Reserve 22.00 185.00
Proposed Dividend 65.90 98.84
Tax on Dividend 10.94 16.80
Add: Earlier years profit brought forward 529.20 365.87
Profit carried to Balance Sheet 649.30 529.20
OPERATIONS AND PERFORMANCE
The economic meltdown has had its impact on operation and performance
of your Company too and the results could not be on budgeted lines.
During the year under review, your Company recorded a turnover of
Rs.8,920.85 Lacs and PBT of Rs.330.27 Lacs as against the last year
turnover of Rs. 10,024.64 Lacs and PBT of Rs. 714.22 Lacs.
Your Company, during the year, has undertaken construction of factory
buildings for entities in Sugar, Tyre , Distillery, Cement etc and
School Building. The Company has also received orders for civil
construction in Power Sector. In property development the projects are
at various stages of statutory approval and there has not been any
turnover during the year from this sector.
Your Company during the year has acquired operational Plant and
Machinery and other Fixed Assets amounting to Rs. 140.72 Lacs.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Companys shares are listed in Madras Stock Exchange Ltd. (MSE)
since January, 1976 and your Directors are pleased to inform that the
equity shares of your Company are now listed with the Bombay Stock
Exchange Limited in the list of B group and are available for trading
on the exchange from 15th March, 2010. Further MSE has signed an
agreement with the National Stock Exchange (NSE) to facilitate MSE
listed Companies for trading at NSE on a national level. The Company
has submitted necessary documents and is awaiting approval from MSE.
ACCREDITATION/ RECOGNITION
Your Company has been certified as ISO 9001:2008 for Quality Management
System and BS OHSAS 18001:2007 for Safety Management System in design
and establishment of property development, construction of residential,
commercial and industrial projects, supporting services like
electrical, mechanical and plumbing works.
DIVIDEND
The Company has earned a net profit after tax of Rs. 218.94 Lacs. Your
Directors are pleased to recommend a dividend of Rs. 2/- (20 %) per
equity share of Rs.10/- each for the financial year ended March 31,
2010. The total outgo on account of the dividend (inclusive of dividend
distribution tax) to be paid to the shareholders will be 35 % of the
current year distributable profit.
DIRECTORS
In accordance with Section 256 of the Companies Act, 1956 and Article
92 of the Articles of Association of the Company Shri. M. A. M.
Arunachalam, Director, retires by rotation at the forthcoming Annual
General Meeting and being eligible offers himself for re-appointment.
Mr. K. T. Kumar, Director resigned from the Board with effect from 30th
October 2009. The Board places on record its appreciation for the
valuable services rendered and contributions made by Mr. K. T. Kumar
during his tenure as a Director and also as Chairman of the Audit
Committee and member of the Shareholders / Investors Grievance
Committee.
Mr. M. M. Venkatachalam and Mr.K.E.Ranganathan were appointed as
Additional Directors at the Board meeting held on 31.07.2009. They
shall hold office up to the ensuing Annual General Meeting.
Mr. Sridhar Ganesh and Mr. Jitendra Virwani were co-opted as Additional
Directors on 30th October 2009 and 25h January 2010 respectively. Both
Mr. Sridhar Ganesh and Mr. Jitendra Virwani will vacate office as
Additional Directors at the ensuing Annual General Meeting.
The Company has received notices from members along with deposits of
Rs.500/- each, pursuant to Section 257 of the Companies Act, 1956,
signifying their intention to propose Messrs.
M. M. Venkatachalam, K. E. Ranganathan, Sridhar Ganesh and Jitendra
Virwani as Directors of the Company. The Board of Directors commend the
resolutions for their appointment as set out in Item Nos. 5 to 8 of the
Notice accompanying the Annual Report.
A brief resume, expertise and details of other directorships of these
Directors are attached along with the Notice convening the ensuing
Annual General Meeting.
AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory
Auditors, retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re- appointment.
The Board on the recommendation of the Audit Committee, proposes that
M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing
Registration No. 004207S be re-appointed as the Statutory Auditors of
the Company to hold office till the conclusion of the next Annual
General Meeting of the Company. M/s. Sundaram & Srinivasan, Chartered
Accountants, Chennai have forwarded a certificate to the Company,
stating that their re-appointment, if made, will be within the limit
specified in that behalf in sub-section (IB) of section 224 of the
Companies Act, 1956.
DEPOSITS
The Company has not accepted any deposits during the financial year.
CORPORATE GOVERNANCE
Pursuant to clause 49-of the listing agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report
and a Certificate regarding compliance of conditions of Corporate
Governance are made part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
? In the preparation of the Profit & Loss Account for the financial
year ended 31sl March, 2010 and the Balance Sheet as at that date
("Financial Statements") applicable Accounting Standards have been
followed.
? Appropriate accounting policies have been selected and applied
consistently and such judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit of the Company for that period
? 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. To ensure
this, the Company has established internal control systems, consistent
with its size and nature of operations. In weighing the assurance
provided by any such systems of internal controls its inherent
limitations should be recognised. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted to
provide reasonable assurance of compliance with these systems. The
Audit Committee meets at regular intervals to review the internal
control system.
? The Financial Statements have been prepared on a going concern
basis.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to Section 383 A of the Companies Act, 1956 read with the
Companies (Compliance Certificate) Rules 2001 the Compliance
Certificate issued by Messrs. R. Sridharan & Associates, Company
Secretaries, is attached hereto.
PARTICULARS OF EMPLOYEES
The details required to be covered under sub-section 2A of Section 217
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 as amended is appended herewith.
PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1) (e)
The Company has no activity relating to consumption of energy and
technology absorption and foreign exchange income and outgo. Hence,
there are no particulars required to be furnished under Section
217(l)(e) of the Companies Act, 1956.
GENERAL
Your Directors place on record their appreciation for the continued
co-operation, support and assistance extended to the Company by its
Bankers, Shareholders, Government of India and Government of Tamilnadu.
Your Directors also place on record their appreciation for the
continued and dedicated performance and commitment by Officers, Staff
of the Company.
On behalf of the Board
Place : Chennai M.M. VENKATACHALAM
Date :3rd May, 2010 CHAIRMAN
Mar 31, 2000
The Directors have pleasure in presenting their Report together with
the audited accounts for the year ended 31st March, 2000.
FINANCIAL HIGHLIGHTS
1999-2000 1998-99
Rs. Rs.
Profit / (loss) before
Interest & Depreciation (1,009,625) 15,353,180
Add: Depreciation 3,676,584 4,362,596
Interest 6,802,387 9,093,911
Profit / (loss) before Tax (11,485,596) 1,896,673
Add: Provision for Taxation 2,500,000 400,000
Profit / (loss) After Tax (13,985,596) 1,496,673
Add: Transfer from Investment
Allowance Reserve -- 850,311
(13,985,596) 2,346,984
Less:Transfer to Provision for taxation
of earlier years -- 850,311
(13,985,596) 1,496,673
Add: Earlier years profit
brought forward 16,184,696 17,000,413
Amount available -- --
for Appropriation 2,199,100 18,497,086
Transfer to General Reserves -- 500,000
Proposed dividend -- 1,647,390
Additional Tax on distribution
of dividend -- 165,000
Balance carried forward 2,199,100 16,184,696
2,199,100 18,497,086
OPERATIONS AND PERFORMANCE
During the year under review, the company recorded sales turnover of
Rs. 2046 lacs as against Rs. 1890 lacs in 1998- 99.
The operations and other income provided a profit before tax of Rs. 67
lacs. The sale of the assets of Granite division, which was
accumulating losses over the years, resulted in a loss of Rs. 182
lakhs. Hence the overall results of the company showed a loss of Rs.
115 lakhs.
COROMANDEL PRODORITE DIVISON
The Prodorite Division of your company recovered from the downward
trend over the last few years and recorded an impressive 22% increase
in sales. The division also renewed its ISO 9001 accreditation till
2003.
The division also booked a large order worth Rs. 200 lakhs from Oswal
Chemicals and Fertilisers,
the largest Phosphatic Fertilizer plant in South Asia. The Division is
looking at newer technologies to increase the market share of the
division.
CONSTRUCTION DIVISON
Your company has successfully completed the projects viz. Construction
of New Press Building for M/s. Living Media India Limited, Chennai,
Suppliers Park Building, Building Services for Ford India Limited,
Sugar Godown for Cauvery Sugars & Chemicals Limited, Pettaivaithalai,
Extension of factory building for Carborundum Universal Limited, Hosur,
Resinoid Caps building for Carborundum Universal, Tiruvottiyur,
Alteration & Modifications for Cutfast Division at Pallikaranai of
Carborundum Universal Limited.
PROPERTY DEVELOPMENT DIVISION
Your company have completed development of Coral Haven project at
Thiruvanmiyur and all flats there have been fully sold out. Your
company has taken construction of Coral Sudha at Eldams Road and all
apartments there have been fully sold out.
SALE OF ASSETS AND DIVESTMENT
Pursuant to the approval obtained under section 293 1 (a) of the
Companies Act, 1956 at the Annual General Meeting held on August 21,
1996, during the year the assets of the Granite division of the Company
were sold.
Pursuant to the approval obtained at the last Annual General Meeting of
the Company on September 23, 1999, it is proposed to transfer the
Prodorite division of the company on slumpsale basis as a going concern
to your subsidiary company M/s. Prodorite Anticorrosives Limited with
effect from April 1, 2000, after obtaining the necessary statutory
clearances.
DIVIDENDS
In the absence of profits in the year under review, your directors are
unable to recommend any dividend on the share capital.
SUBSIDIARY COMPANIES
Coromandel Holdings and Minerals Limited
The Company made a profit of - 606034 after tax.
Prodorite Anticorrosives Limited
Prodorite Anticcorrosives Limited was incorporated on 28th October,
1999. The company has not commenced its operations.
The statement of Holding Companys interest in subsidiary company under
section 212(l)(e) of the Companies Act, is annexed.
COMMENTS OF AUDITORS :
Regarding the observations made by the Auditors in their Report, the
notes forming part of Accounts are self explanatory.
DIRECTORS
In accordance with Section 255 of the Companies Act, 1956 and Article
92 of the Articles of Association of the Company Mr. V. Kandaswamy,
Director retires by rotation at the ensuing Annual General Meeting and
being eligible offer himself for re-appointment.
AUDITORS
M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, the
Companys auditors retire, at the conclusion of the forthcoming Annual
General Meeting and being eligible offer themselves for re-appointment.
INDUSTRIAL RELATIONS
Your Directors are pleased to report that the Industrial Relations
during the year under review were very cordial.
PARTICULARS OF EMPLOYEES
In compliance with the requirements of Section 217 (2A) of the
Companies Act, 1956 as amended, read in conjunction with the Companies
(Particulars of Employees) Rules, 1975 as amended is annexed for the
period under review which forms a part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required by the Companies (Disclosure of particulars in the report
of the Board of Directors) Rules, 1988, information relating to
conservation of energy, technology absorption etc. are furnished in
Annexure B to the Directors Report.
GENERAL
Your Directors place on record their appreciation for the continued
co-operation extended to the Company by its Bankers, Shareholders,
Government of India and Government of Tamil Nadu.
Your Directors also place on record their appreciation of the hard and
sincere work put by the Officers, Staff and Workmen of the Company.
For and on behalf of the Board
Chennai M.V. MURUGAPPAN
29th May 2000 Chairman