Mar 31, 2015
The Directors have pleasure in presenting the 30th Annual Report of
your Company and the Audited financial statements for the financial
year ended 31st March 2015 together with Auditors' Report thereon.
FINANCIAL RESULTS:
Rupees in lacs
Year ended
Particulars 31.03.2015 31.03.2014
Sales and other Income 3104.96 2860.29
Profit before Depreciation
and Interest 219.49 (12.34)
LESS :
Depreciation 67.12 59.02
Interest 134.67 122.42
Profit for the year 17.70 (194.63)
Prior period Adjustments - -
Profit before Taxation 17.70 (194.63)
Provision for Taxation :
Current Tax - 0.02
Deferred Tax 158 6.03
MAT Entitlement Credit
Income Tax - -
Profit after Tax 16.12 (200.68)
Less: Minority Interest - -
Less: Change in Interest of Associate
Companies - -
Surplus brought forward
from previous year 18.43 219.11
Balance available for
appropriation 34.55 18.43
APPROPRIATION:
Dividend - -
Tax on Dividend -
Transfer to General Reserves - -
Balance c/f to Balance Sheet 3455 18.43
PERFORMANCE:
In the year 2014-15, the Company focused on its core business TPP, its
allied products. The TPP, its allied products segment turnover grew by
2.73% compared to previous year. The operation of TPP project at
Patancheru, Medak District, Telangana State has been stabilized during
the year and the Company has made a revenue of Rs.31,04,95,883/-.
The income from operations is Rs.30,97,76,397/- as against
Rs.28,55,38,033/- for the corresponding previous year. The profit
before tax stood at Rs.17,70,417/-as against Rs.(1,94,63,204) for the
previous year. The profit after tax stood at Rs.16,12,294/- as against
Rs.(2,00,68,490) for the corresponding period. The Basic Earnings Per
Share for the year-ended 31.03.2015 is Rs.0.20 as against Rs.(2.55)for
the corresponding previous year ended 31.03.2014.
DIVIDEND:
Your Directors did not recommend dividend for the financial year
2014-15.
FIXED DEPOSITS:
The Company has not accepted or invited any Deposits and consequently
no deposit has matured / become due for re-payment as on 31st March
2015.
DIRECTORS:
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and the Articles of Association of the Company, Shri
V.J.Sarma and Shri M.T.Sreenivasa Rao, Directors of the Company retire
by rotation at this Annual General Meeting and being eligible offer
themselves for reappointment.
The term of appointment of Shri T.G. Raghavendra and Shri V.J. Sarma as
Managing Director and Wholetime Director respectively expires on
30/09/2015. The Nomination and Remuneration Committee of the Company
recommended their re-appointment and accordingly Board places their
appointment before the Members at the ensuing Annual General Meeting.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. Further,
there has been no change in the circumstances which may affect their
status as independent director during the year.
The brief particulars of the Directors seeking appointment /
re-appointment at this Annual General Meeting are being annexed to the
Corporate Governance Report as required under Clause 49 of listing
agreement forming part of this Annual Report.
Pursuant to the provisions of Section 203 of the Act, the appointment
of Shri TG Raghavendra, Chairman & Managing Director and
Shri.V.J.Sarma, Whole-time Director, were formalized as the Key
Managerial Personnel of the Company.
KEY MANAGEMENT PERSONNEL
During the year Mr.Praveen Kumar, was CFO of the Company, who resigned
on 01.05.2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out performance evaluation
taking into consideration of various aspects of the Board's
functioning, composition of Board, and its Committees, execution, and
performance of specific duties, obligations and governance. The
Performance of evaluation of Independent Directors was completed. The
Performance evaluation of Chairman and the Non-Independent Directors
was carried out by the Independent Directors. The Board of Directors
expressed their satisfaction with evaluation process.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy which lays down a framework in relation to
selection, appointment and remuneration to Directors, Key Managerial
Personnel and Senior Management of the Company. The Remuneration Policy
is stated in the Corporate Governance Report.
MEETINGS
During the year 7 (seven) Board Meetings and 4 (four) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business.
There are 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. All Related Party Transactions are
placed before the Audit Committee as also the Board for approval, where
ever required. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseeable and repetitive
nature. A statement giving details of all related party transactions
entered into pursuant to the omnibus approval so granted are placed
before the Audit Committee and the Board of Directors on a quarterly
basis. The Company has developed a Policy on Related Party
Transactions for the purpose of identification and monitoring of such
transactions. The policy on Related Party Transactions as approved by
the Board is uploaded on the Company's website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators/
Courts that would impact the going concern status of the Company and
its future operations.
AUDITORS:
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/s.T.Adinarayana & Co, Chartered Accountants, were
appointed as statutory auditors of the Company hold office till the
conclusion of the ensuing Annual General Meeting of the Company and
have confirmed their eligibility and willingness to accept the office
of the Statutory Auditors, if re-appointed.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Rakhi Agarwal &
Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the Financial Year 2014-15. The
Report of the Secretarial Audit Report for Financial Year 2014-15 is
annexed herewith as "Annexure-I".
Internal Auditors
Internal auditors of the Company have done audit and their report is
reviewed by the Audit Committee from time to time.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not covered under the criteria mentioned in the
provisions of Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the stock
exchanges, is presented in a separate section forms part of the Annual
Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges.
A separate report on corporate governance practices followed by the
Company together with a Certificate from the Company's Auditors
confirming compliances forms an integral part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure-II".
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of internal
audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
RISK MANAGEMENT
The Board of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management policy/plan for the
Company and ensuring its effectiveness. The Risk Management Committee
oversees the Risk Management process including risk identification,
impact assessment, effective implementation of the mitigation plans and
risk reporting. The Audit Committee has additional oversight in the
area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour
the company has adopted a vigil mechanism policy.
HUMAN RESOURCES:
Many initiatives have been taken to support business through
organizational efficiency, process change support and various employee
engagement programmes which has helped the Organization achieve higher
productivity levels. A significant effort has also been undertaken to
develop leadership as well as technical/ functional capabilities in
order to meet future talent requirement.
DIRECTORS' 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 accounts for the financial 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 have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the State
of Affairs of the Company at the end of the Financial Year and of the
Profit or Loss of the Company for the year under review;
c) That the Directors have 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 Directors have prepared the accounts for the financial year
ended 31st March 2015 on a 'going concern' basis;
e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f) That devised proper systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate and operating
effectively.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and outgo required to be disclosed under
Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014 are provided in the Annexure III
forming part of this Report.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under.
During the financial year 2014-15, the Company received no complaints
on sexual harassment.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
PARTICULARS OF REMUNERATION
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as follows:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
Name of the Director Ratio to Median
Remuneration
T.G.Raghavendra 5.68%
V.J.Sarma 4.55%
(ii) The percentage increase in the median remuneration of employees in
the financial year is 5 %
(iii) The number of permanent employees on the rolls of company is 22.
(iv) The explanation on the relationship between average increase in
remuneration and company performance;
On an average, employees received an increase of 5%. The increase in
remuneration is in line with the market trends.
(v) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
Particulars Rs. Lakhs
Remuneration of Key Managerial 33.20
Personnel (KMP) during financial
year 2014-15 (aggregated)
Total Revenue 3097.76
Remuneration (as % of Total
Revenue) 1.10
(vi) variations in the market capitalisation of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year;
Particulars Unit As at As at
31.03.2015 31.03.2014
Closing rate of share at BSE 5.00 9.94
EPS (Consolidated) 0.14 (2.55)
Market Capitalization 5.14 7.39
Price Earnings ratio 35.7 3.89
(vii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
The average increase in salaries of employees other than managerial
personnel in 2014-15 was 5%. Percentage increase in the managerial
remuneration for the year was Nil%
(viii)Comparison of the each remuneration of the Key Managerial
Personnel against the performance of the company;
Name of Remuneration Total Remuneration
Person (Rs. Lakhs) Revenue as % of Total
(Rs. Lakhs) Revenue
T.G.Raghavendra 15 3097.76 0.48
V.J.Sarma 12 3097.76 0.39
D. Manoranjani 1.12 3097.76 0.04
Praveen Kumar 5.08 3097.76 0.16
APPRECIATION:
Your Directors wish to place on record their appreciation to employees
at all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry, despite increased
competition from several existing and new players.
ACKNOWLEDGEMENTS:
The Board desires to place on record its sincere appreciation for the
support and co-operation that the Company received from the suppliers,
customers, strategic partners, Bankers, Auditors, Registrar and
Transfer Agents and all others associated with the Company. The Company
has always looked upon them as partners in its progress and has happily
shared with them rewards of growth. It will be the Company's endeavor
to build and nurture strong links with trade based on mutuality,
respect and co-operation with each other.
For and on behalf of the Board of Directors
Sd/-
TG RAGHAVENDRA
Place :Hyderabad Chairman & Managing Director
Date :14th August, 2015 (DIN : 00186546)
Mar 31, 2014
Dear members,
The Director have pleased in presenting the Twenty Ninth Annual
Report of the Company with Audited Accounts of the Company for the
year ended 31st March, 2014.
FINANCIAL RESULTS:
Rupees in lacs
Particulars Year ended
31.03.2014 31.03.2013
Revenue from Operations (Net) 2855.38 3211.60
Profit / (Loss) before Interest,
Depreciation and Tax (83.98) 127.41
Interest 51.63 40.47
Depreciation 59.02 56.71
Profit/(Loss)before Tax (194.63) 30.23
Provision for Taxation
Current Tax 0.02 6.63
Deferred Tax 6.03 6.08
Profit/(Loss) After Tax (200.68) 17.52
Add : Balance brought foward from
last year 219.11 201.59
Balance carried forward to Balance Sheet 18.43 219.11
Your Company achieved revenue from operations (Net) of Rs.2855.38
lakhs during 2013-14 as against revenue from operations (Net) of Rs.
3211.60 lakhs during 2012-13. The Profit / (Loss) before Interest,
Depreciation and Tax during the year under review is Rs.(83.98) lakhs
as against Rs.127.41 lakhs during 201213. The scarcity of power
supply, its increased costs and recession in market were the main
adverse factors caused for poor financial performance of the Company.
However, during the year the Company has concentrated on development
of new products and the company is poised for new opportunities for
accelerated growth. Hence there is need for ploughing back internal
accruals for augmenting the working capital requirement and defer
dividend.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Sri V.J.Sarma and Sri
M.T.Sreenivasa Rao, Directors of the Company retire by rotation at
this Annual General Meeting and being eligible offer themselves for
reappointment. The details as required under Clause 49 of listing
agreement regarding the above Directors are set out in the Corporate
Governance Report forming part of this Annual Report.
Ms. K.Suneeta is appointed as Independent and additional director
w.e.f 14/08/2014. Her office is liable to determination at the ensuing
Annual General meeting.
With the enactment of the Companies Act, 2013 (''Act'') it is now
incumbent upon every listed Company to appoint ''Independent
Directors'' as defined in section 149 of the Act, which has been
notified w.e.f 1st April 2014, who are not liable to retire by
rotation and shall hold office for a term up to 5 (five) consecutive
years. The Securities and Exchange Board of India (SEBI) has also
amended Clause 49 of the Listing Agreement inter alia stipulating
similar conditions for the appointment of Independent Directors by a
Listed Company.
Accordingly, it is proposed to appoint Ms K. Suneetha, Mr R.Madan
Mohan Rao and Mr O.D.Reddy as Independent Directors under Section 149
of the Act and Clause 49 (revised) of the Listing Agreement to hold
office for 5 (five) consecutive years from 30th September, 2014 up to
29th September, 2019. The details as required under Clause 49 of
listing agreement regarding the above Directors are set out in the
Corporate Governance Report forming part of this Annual Report.
REMUNERATION TO WHOLE TIME DIRECTORS:
Although the members at their Annual General Meeting held on
28.09.2012 approved an increase in remuneration to Chairman and
Managing Director and Executive Director, the increase was not given
effect as concerned Directors deferred the increment in view of dip in
profit margins.
FIXED DEPOSITS:
During the year under review the Company has neither invited nor
accepted any fixed deposits from the public within the meaning of
Section 58A of the Companies Act, 1956.
DISCLOSURES: ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Additional information on conservation of energy, technology
absorption, foreign exchange earning and outgo as required to be
disclosed in terms of 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, is annexed hereto and forms part of
this report (Annexure-1).
PARTICULARS OF EMPLOYEES:
No statement giving particulars as required by the provisions of
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, annexed hereto
since none of the employees of the Company are in receipt of
remuneration in excess of Rs. 60,00,000/-p.a.or Rs. 5,00,000/- p.m.
during the year under review.
CORPORATE GOVERNANCE:
A detailed report on the Corporate Governance for the year 2013-14 as
required under the Listing Agreement with the Stock Exchanges is
annexed to this Report as Annexure - 2. The Certificate on Compliance
of Corporate Governance requirements, issued by the Statutory Auditors
of the Company is annexed to the Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under the
Listing Agreement with Bombay Stock Exchange Limited, Mumbai is
annexed hereto. (Annexure-3)
AUDIT COMMITTEE:
The Audit Committee continues to function to comply with the
requirements of Sec. 292 (A) of the Companies Act, 1956 and also
Clause 49 of the Listing Agreement. The Audit Committee comprises of
Sri M.T.Sreenivasa Rao Independent Director as Chairman of the Audit
Committee. Sri R.Madan Mohan Rao and Sri O.D.Reddy, Independent
Directors of the Company as its members.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the Accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material
departures:
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial years and of the
profit of the Company for the year under review:
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
(iv) That the Directors have prepared the Accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis
AUDITORS AND THEIR REPORT:
M/s.T.Adinarayana & Co., Chartered Accountants, Hyderabad, the
Statutory Auditors of the Company hold office till the conclusion of
the ensuing Annual General Meeting of the Company and have confirmed
their eligibility and willingness to accept the office of the
Statutory Auditors, if re-appointed.
COST AUDIT:
The Board of Directors, on recommendation of the Audit committee, at
their meeting held on 28th May, 2014, has approved the appointment and
remuneration of Mr. N.V.S.Kapardhi (M.No.9488), Cost Accountants in
practice, as Cost Auditor of the Company to conduct the audit of the
cost records of the Company for the financial year ending March
31,2015 on a remuneration of Rs. 10,000/-. In accordance with the
provisions of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost
Auditors has to be ratified by the shareholders of the Company.
The appointment of N.V.S.Kapardhi, Cost Accountants in practice, as
Cost Auditors is set out in the Notice of Annual General Meeting for
approval of members.
LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company continue to be listed on the Bombay
Stock Exchange Limited, Mumbai. The annual listing fee for the year
2014-15 has been paid.
ACKNOWLEDGEMENTS:
Your Directors thank State Bank of India for their continuous
unstinted support for the growth of the Company. Your Directors thank
the various departments of the Central and State Governments and
Bankers of the Company for their co-operation and assistance. Your
Directors also thank the shareholders of the Company for their
continued interest and support and finally all the employees for their
services during the year.
For and on behalf of the Board of Directors
Place: Hyderabad TG RAGHAVENDRA
Date: August 25th, 2014 Chairman & Managing Director
(DIN : 00186546)
Mar 31, 2013
To The Members of the Company
The Directors have pleased in presenting the Twenty Eighth Annual
Report of the Company with Audited Accounts of the Company for the year
ended 31st March, 2013.
FINANCIAL RESULTS:
Rupees in lacs
Particulars Year ended
31.03.2013 31.03.2012
Revenue from Operations (Net) 3211.60 3263.70
Profit before Interest, Depreciation and Tax 127.41 177.18
Interest 40.47 39.18
Depreciation 56.71 49.72
Profit before Tax 30.23 88.28
Provision for Taxation
Current Tax 6.63 17.45
Deferred Tax 6.08 8.36
Profit After Tax 17.52 62.47
Add : Balance brought foward from last year 201.59 139.12
Balance carried forward to Balance Sheet 219.11 201.59
Your Company had achieved a revenue from operations (Net) of Rs.
3211.60 lacs during 2012-13 as against revenue from operations (Net) of
Rs. 3263.70 lacs during 2011-12. The Profit before Interest,
Depreciation and Tax during the year under review is Rs.127.41 lacs as
against Rs.177.18 lacs during 2011-12. The profit margins are affected
due to accute shortage and erratic supply of power causing loss of
production and also increase of power cost. However, during the year
the Company has concentrated on development of new products and the
company is poised for new opportunities for accelerated growth. Hence
there is need for ploughing back internal accruals for augmenting the
working capital requirement and defer dividend.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Sri O D Reddy and Sri V.J
Sarma, Directors of the Company retire by rotation at this Annual
General Meeting and being eligible offer themselves for reappointment.
REMUNERATION TO WHOLE TIME DIRECTORS :
Although the members approved in the last Annual General Meeting an
increase in remuneration to Chiarman and Managing Director and
Executive Director, the increase was not given effect as concerned
directors deferred the increment in view of dip in profit margins.
FIXED DEPOSITS:
During the year under review the Company has neither invited nor
accepted any fixed deposits from the public within the meaning of
Section 58A of the Companies Act, 1956.
DISCLOSURES:
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Additional information on conservation of energy, technology
absorption, foreign exchange earning and outgo as required to be
disclosed in terms of 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, is annexed hereto and forms part of
this report (Annexure-1).
PARTICULARS OF EMPLOYEES:
No statement giving particulars as required by the provisions of
section 217 (2A) of the Companies Act 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, annexed hereto since
none of the employees of the Company are in receipt of remuneration in
excess of Rs. 60,00,000/- p.a.or Rs. 5,00,000/- p.m. during the year
under review.
CORPORATE GOVERNANCE:
A detailed report on the Corporate Governance for the year 2012-13 as
required under the Listing Agreement with the Stock Exchanges is
annexed to this Report as Annexure - 2.
The Certificate on Compliance of Corporate Governance requirements,
issued by the Statutory Auditors of the Company is annexed to the
Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under the Listing
Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto.
(Annexure-3)
AUDIT COMMITTEE:
The Audit Committee continues to function to comply with the
requirements of Sec. 292 (A) of the Companies Act, 1956 and also Clause
49 of the Listing Agreement. The Audit Committee comprises of Sri
M.T.Sreenivasa Rao Independent Director as Chairman of the Audit
Committee. Sri R Madan Mohan Rao and Sri O.D.Reddy, Independent
Directors of the Company as its members.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the Accounts for the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures:
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial years and of the
profit of the Company for the year under review:
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
(iv) That the Directors have prepared the Accounts for the financial
year ended 31st March, 2013 on a ''going concern'' basis
AUDITORS AND THEIR REPORT:
T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory
Auditors of the Company hold office till the conclusion of the ensuing
Annual General Meeting of the Company and have confirmed their
eligibility and willingness to accept the office of the Statutory
Auditors, if re-appointed.
COST AUDIT:
The Company is covered by circular of Ministry of Corporate Affairs for
the cost audit U/s 233B(2) of the Companies Act for the product
manufactured by the company. The company has already appointed cost
auditor for the financial year 2012-13 and cost audit is under
progress.
LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company continue to be listed on Mumbai Stock
Exchange Limited, Mumbai. The annual listing fee for the year 2013-14
has been paid.
ACKNOWLEDGEMENTS:
Your Directors thank State Bank of India for their continued unstinted
support for the growth of the Company.
Your Directors thank the various departments of the Central and State
Governments and Bankers of the Company for their co-operation and
assistance. Your Directors also thank the shareholders of the Company
for their continued interest and support and finally all the employees
for their services during the year.
For and on behalf of the Board of Directors
TG RAGHAVENDRA
CHAIRMAN & MANAGING DIRECTOR
Place :Hyderabad
Date : 13.08.2013
Mar 31, 2012
The Directors have pleased in presenting the Twenty-seventh Annual
Report of the Company with Audited Accounts of the Company for the year
ended 31st March 2012.
FINANCIAL RESULTS:
Rupees in lacs
Year ended
31.03.12 31.03.11
Revenue from Operations (Net) 3263.70 3211.03
Profit before Interest,
Depreciation and Tax 177.18 137.42
Interest 39.18 30.63
Depreciation 49.72 42.24
Profit before Tax 88.28 64.55
Provision for Taxation
Current Tax 17.45 13.24
Deferred Tax 8.36 2.83
Profit ajtgjjax 62.47 48.48
Add: Balance brought
forward from last year 139.12 90.64
Balance carried forward
to Balance Sheet 201.59 139.12
Your Company had achieved a revenue from operations (Net) of Rs.
3263.70 lacs during 2011-12 as against revenue from operations (Net) of
Rs. 3211.03 lacs during 2010-11. The Profit before Interest,
Depreciation and Tax during the year under review is Rs.177.18 lacs as
against Rs.137.42 lacs during 2010 - 11. However, during the year the
Company has concentrated on development of new products and the company
is poised for new opportunities for accelerated growth. Hence there is
need for ploughing back internal accruals for augmenting the working
capital requirement and defer dividend.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Sri R Madan Mohan Rao and Sri
M.T Sreenivasa Rao, Directors of the Company retire by rotation at this
Annual General Meeting and being eligible offer themselves for
reappointment.
FIXED DEPOSITS:
During the year under review the Company has neither invited nor
accepted any fixed deposits from the public within the meaning of
Section 58A of the Companies Act, 1956.
DISCLOSURES:
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Additional information on conservation of energy, technology
absorption, foreign exchange earning and outgo as required to be
disclosed in terms of 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, is annexed hereto and forms part of
this report (Annexure-1).
PARTICULARS OF EMPLOYEES:
No statement giving particulars as required by the provisions of
section 217 (2A) of the Companies Act 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, annexed hereto since
none of the employees of the Company are in receipt of remuneration in
excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. during the year
under review.
CORPORATE GOVERNANCE:
A detailed report on the Corporate Governance for the year 2011 -12 as
required under the Listing Agreement with the Stock Exchanges is
annexed to this Report as Annexure - 2.
The Certificate on Compliance of Corporate Governance requirements,
issued by the Statutory Auditors of the Company is annexed to the
Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under the Listing
Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto.
(Annexure-3)
AUDIT COMMITTEE:
The Audit Committee continues to function to comply with the
requirements of Sec. 292 (A) of the Companies Act 1956 and also Clause
49 of the Listing Agreement. The Audit Committee comprises of Sri
M.T.Sreenivasa Rao Independent Director as Chairman of the Audit
Committee. Sri R Madan Mohan Rao and Sri
O.D.Reddy, Independent Directors of the Company as its members.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the Accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures:
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial years and of the
profit of the Company for the year under review:
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
(iv) That the Directors have prepared the Accounts for the financial
year ended 31st March, 2012 on a 'going concern' basis
AUDITORS AND THEIR REPORT:
T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory
Auditors of the Company hold office till the conclusion of the ensuing
Annual General Meeting of the Company and have confirmed their
eligibility and willingness to accept the office of the Statutory
Auditors, if re-appointed.
LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company comii.je iO be listed on Mumbai Stock
Exchange Limited, Mumbai. The annual listing fee for the year 2012-
13 has been paid.
ACKNOWLEDGEMENTS:
Your Directors thank State Bank of India for their continued unstinted
support for the growth of the Company.
Your Directors thank the various departments of the Central and State
Governments and Bankers of the Company for their co-operation and
assistance. Your Directors also thank the shareholders of the Company
for their continued interest and support and finally all the employees
for their services during the year.
For and on behalf of the Board of Directors
TG RAGHAVENDRA
CHAIRMAN & MANAGING DIRECTOR
Place : Hyderabad
Date : 13.08.2012
Mar 31, 2010
The Directors have pleasure in presenting the Twenty-Fifth Annual
Report of the Company with Audited Accounts of the Company for the year
ended 31st March, 2010. FINANCIAL RESULTS:
Rupees in lacs
Year ended
31.03.10 31.03. 09
Turn Over(Gross) 2912.97 1529.49
Profit before Interest,
Depreciation and Tax 109.17 79.67
Interest 25.30 22.61
Depreciation 38.25 36.89
Profit before Tax 45.62 20.17
Provision for Taxation
Current Tax 13.08 2.06
Deferred Tax 3.47 (1.72)
Profit After Tax 29.07 19.83
Add: Balance brought
forward from last year 61.57 41.74
Balance carried forward
to Balance Sheet 90.64 61.57
OPERATIONS:
Your Company had achieved a turnover (Gross) of Rs. 2912.97 lacs during
2009-10 as against the turnover (Gross) of Rs. 1529.49 lacs during
2008-09. The Profit before Interest, Depreciation and Tax during the
year under review is Rs.109.17 lacs as against Rs.79.67 lacs during
2008-09. However, during the year the Company has concentrated on
development of new products and the company is poised for new
opportunities for accelerated growth. Hence there is need for
ploughing back internal accruals for argumenting the working capital
requirement and defer dividend.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Sri R.Madan Mohan Rao and Sri
M.T.Sreenivasa Rao, Directors of the Company retire by rotation at this
Annual General Meeting and being eligible offer themselves for
reappointment.
FIXED DEPOSITS:
During the year under review the Company has neither invited nor
accepted any fixed deposits from the public within the meaning of
Section 58A of the Companies Act, 1956.
DISCLOSURES:
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Additional information on conservation of Energy, Technology
absorption, Foreign Exchange earning and outgo as required to be
disclosed in terms of 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, is annexed hereto and forms part of
this report. (Annexure-1)
PARTICULARS OF EMPLOYEES:
No statement giving particulars as required by the provisions of
section 217 (2A) of the Companies Act 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, annexed hereto since
none of the employees of the Company are in receipt of remuneration in
excess of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. during the year
under review.
CORPORATE GOVERNANCE:
A detailed report on the Corporate Governance for the year 2009-10 as
required under the Listing Agreement with the Stock Exchanges is
annexed to this Report.
The Certificate on Compliance of Corporate Governance requirements,
issued by the Statutory Auditors of the Company is annexed to the
Report on Corporate Governance. (Annexure-2)
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under the Listing
Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto.
(Annexure-3)
AUDIT COMMITTEE:
The Audit Committee continues to function to comply with the
requirements of Sec. 292 (A) of the Companies Act 1956 and also Clause
49 of the Listing Agreement. The Audit Committee comprises of Sri
M.T.Sreenivasa Rao Independent Director as Chairman of the Audit
Committee. Sri R Madan Mohan Rao and Sri O.D.Reddy, Independent
Directors of the Company as its members.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the Accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures:
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial years and of the
profit of the Company for the year under review:
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
(iv) That the Directors have prepared the Accounts for the financial
year ended 31- March, 2010 on a going concern basis.
AUDITORS AND THEIR REPORT:
T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory
Auditors of the Company hold office till the conclusion of the ensuing
Annual General Meeting of the Company and have confirmed their
eligibility and willingness to accept the office of the Statutory
Auditors, if re-appointed.
LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited, Mumbai. The annual listing fee for the year 2010-11
has been paid.
ACKNOWLEDGEMENTS:
Your Directors thank State Bank of India for their continued unstinted
support for the growth of the Company.
Your Directors thank the various departments of the Central and State
Governments and Bankers of the Company for their co-operation and
assistance. Your Directors also thank the shareholders of the Company
for their continued interest and support and finally all the employees
for their services during the year.
For and on behalf of the Board of Directors
TG RAGHAVENDRA
CHAIRMAN & MANAGING DIRECTOR
Place : Hyderabad
Date : 13.08.2010