Mar 31, 2015
The Board of Directors of your company presents their 27th Annual
Report together with the audited accounts for the financial year ended
31st March 2015.
FINANCIAL RESULTS
Year ended Year ended
31.03.2015 31.03.2014
(Rs) (Rs)
Sales and other Income 189,773,472 165,149,751
Profit before interest and Depreciation 10,409,198 11,666,823
Interest -- --
Profit before depreciation 10,409,198 11,666,823
Depreciation 2,927,146 1,310,192
Profit before taxation and exceptional item 7,482,052 10,356,630
Exceptional item -- --
Profit before taxation after exceptional item 7,482,052 10,356,630
Provision for taxation
 Current tax 2,400,000 2,553,000
 Deferred tax 84,504 33,126
Profit / (Loss) after taxation and exceptional
item 4,997,548 7,770,504
PERFORMANCE OF THE COMPANY
The Sales and other income during the year had considerably increased
to Rs. 189.77 million compared to Rs. 165.15 million during the year ended
2014. Your company is proud to present much better result due to
introduction of various cost cutting measures, productivity enhancement
measures and scrap generation control measures.
Your company is also proud to present the financial figures without
obtaining any debt waivers or otherwise, from its parent group to
prepare the accounts on Going Concern basis, which was otherwise,
customary practice in past. This itself will be proving the efficiency,
effectiveness and pro-active commitment of the present management. The
present management is confident of moving further forward to convert
the company into profitable position.
AUDITOR'S QUALIFICATION
It is our pleasure to inform all the August Members that your auditors
have not qualified any transaction. Your auditors have prepared and
presented the accounts of the company as "Going Concern". The Leave
Encashment and Gratuity Liability in respect of the employees of the
company have been made on the basis of Actuarial Valuation as mandated
under Accounting Standard AS 15.
HOLDING COMPANY DETAILS
Your Company is a Subsidiary of M/s. Gunther America Inc. which holds
61.22% of Equity shares in your company. Your Company doesn't have any
subsidiary company.
MANAGEMENT DISCUSSION AND ANALYSIS
The details pertaining to the Management Discussion and Analysis have
been given as Annexure A to this Report.
FUTURE PROSPECTS/FINANCIAL POSITION
Your company has broken even and made profit. Your company continues to
focus on the current good work being done on operational side, cost
cutting measures and increasing the productivity. Your company is
contemplating on adding new products in the product department
proximity (sensor). Your company is also working out various measures
to upgrade the machineries and equipment by adopting itself to latest
technologies.
MANUFACTURING FACILITIES IN YOUR COMPANY
The company is into the manufacturing of Electronic components Reed
Switches, Proximity Sensors, Ball Switches, etc.
In this regard the specialist machineries like automatic sealing
machines called as Badalex and Semi-Automatic Sealing machines, Bihler
Press, automatic and manual Plating line besides ancillary equipments
are used in various process departments.
RESEARCH & DEVELOPMENT
No major Research and development activities are carried out. However,
a little Research & Development is being done in the Badalex and Semi
automatic department to keep pace with technological up-gradation.
INFORMATION SYSTEMS
Your Company has adequate and proper information systems in place and
it has taken proper measures to safeguard all electronic data and
information to the best possible level it can.
BUSINESS RESPONSIBILITY REPORT
The details pertaining to Business Responsibility have been given in
Annexure B to this Report.
DEPOSITS
The Company has neither invited nor accepted any deposits during the
year.
DIRECTORS
Pursuant to provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Robert P. Romano retires by rotation at
the ensuing Annual General Meeting.
Pursuant to provisions of Companies Act, 2013 and Articles of
Association of the Company, Ms. Mary Patricia Galasso retires at the
ensuing AGM.
Pursuant to provisions of Companies Act, 2013 and Articles of
Association of the Company, Mr. A.Jeyaganesan Muthiah retires at the
ensuing AGM.
Further, Mr. P. Ramesh- Managing Director having already completed his
1st Term of Appointment offers himself for reappointment as Managing
Director of the Company for another term of 5 years being eligible for
the same.
KEY MANAGERIAL PERSONNEL
Your Company has Mr. P. Ramesh, Managing Director in the category of
Key Managerial Personnel as mandated by the provisions of Section 203
of the Companies Act, 2013. The Company is taking sincere efforts to
appoint Whole Time Company Secretary and Chief Financial Officer to
comply with the said provisions of the Act at the earliest, provided
always subject to financial viability of your company. It will not be
out of place to mention herein that company is literally reeling under
financial stress. The company is not able to manage / ensure meticulous
compliance of listing agreement due to financial constraints. That is
the reason for your company to bring in the option of de-listing the
equity shares of the company from Bombay stock exchange.
SECRETARIAL AUDIT REPORT
Your Company has appointed Ms. U. Veena Iyer, Company Secretary in
Whole Time Practice vide Board Resolution as Secretarial Auditor of the
Company to give Secretarial Audit Report for FY 2014-15. As per the
provisions of section 204 of the Companies Act, 2013, the Secretarial
Audit Report from Ms.U. Veen Iyer, Practicing Company Secretary has
been obtained and the same is attached as Annexure F to this report.
STATUTORY AUDITORS
Statutory Auditors of the Company, M/s. M.L.Srinivasan & Associates,
Chartered Accountants reappointment for FY 2015-16 is to be ratified at
this Annual General Meeting as per the provisions of section 139 of the
Companies Act, 2013. A certificate from the Auditors has been received
to the effect that their Re-appointment, if made, would be within the
prescribed limits.
COST AUDITOR
Your Company has appointed Mr.CMA.John D. Nevin as Cost Auditor of the
Company under the provisions of the Companies Act, 2013 for FY
2014-15.They are required to submit the report to the Central
Government within 180 days from the end of the accounting year.
AUDIT COMMITTEE
The Audit Committee of your company consisted of 02 Directors as at
31st March, 2015.
The Committee has reviewed the Accounts for the year ended March 31,
2015. The members of the Audit Committee are Mr. John D Rollo and Mr.
P.Ramesh.
POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE
Your Company is committed to creating and maintaining an atmosphere in
which employees can work together without fear of sexual harassment,
exploitation or intimidation. As required under the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ('Act'), your Company has constituted an Internal
Complaints Committee. No complaints were received by the committee
during the year under review. Since the number of complaints filed
during the year was NIL, the Committee prepared a NIL complaints
report. This is in compliance with section 22 of the Act.
PERSONNEL
The industrial relations continued to remain cordial throughout the
period.
DEPOSITORY SYSTEM
To facilitate the dematerialization of shares your company has
appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic
Share Transfer Agent for providing electronic connectivity with
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. M/s.Cameo Corporate Services Limited, Chennai is handling
the dematerialization of shares and share transfers  both electronic
and physical.
LISTING WITH STOCK EXCHANGES
Your company's shares are listed in BSE Ltd. (Bombay Stock
Exchange).The listing continued throughout the year and the listing
fees due to date have been paid.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134 of the Companies
Act, 2013, the Directors confirm that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any;
b) The Directors had selected such accounting policies and have applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and the Profit of the
Company for the year.
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) The Annual Accounts have been prepared on a 'Going Concern' basis.
e) That the proper policies and procedures have been adopted for
ensuring the orderly and efficient conduct of its business, including
adherence to code of conduct and policies, the safeguarding of assets,
the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of
reliable financial information and that such policies and procedures
are adequate and were operating effectively.
f) That proper systems are in place to ensure compliance of all laws
applicable to the Company and that such systems are adequate and
operating effectively.
CORPORATE GOVERNANCE
As required by the existing clause 49 of the Listing Agreements with
the Stock Exchanges, a detailed report on Corporate Governance is
included in the Annual Report. The Auditors have certified the
Company's compliance of the requirements of Corporate Governance in
terms of clause 49 of the Listing Agreement and the same is annexed to
the Report on Corporate Governance.
DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013
Pursuant to section 134 and any other applicable section of the
Companies Act, 2013 (the Act), following disclosures and information is
furnished to the shareholders:
(a) Conservation of Energy, Technology absorption and Foreign Exchange
Earnings and Outgo 'Annexure C' to this Report gives information in
respect of Conservation of Energy, Technology absorption and Foreign
Exchange Earnings and Outgo, required under Section 134(3)(m) of the
Companies Act, 2013, and forms a part of the Board's Report.
(b) Annual return
The extracts of the annual return as provided under sub section (3) of
Section 92 of the Act is given in Form No. MGT 9 as 'Annexure D',
attached and forms a part of this report.
(c) Board meetings
The Board of Directors of your Company met 09 times during the year
under review. The details of Board meetings and the attendance of the
Directors are provided in the Corporate Governance Report.
(d) Loans, Guarantees & Investments
Your Company has not lent any loan or made any investments or given any
guarantees to any other entity/ body corporate. As such no disclosure
is required to be made in this Report and also in the relevant
Registers.
(e) Related Party Transactions
All related party transactions entered into by your Company during the
financial year were on an arm's length basis and were 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. Prior approval of
the Audit Committee was obtained for those transactions. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Attention of members is also drawn to the disclosure of transactions
with related parties set out in Notes to Accounts in the Independent
Auditors' Report forming part of the Annual Report. None of the
Directors has any pecuniary relationships or transactions vis-Ã -vis the
Company.
(f) Particulars of Employees:
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been appended as Annexure E to this Report. The information
required pursuant to Section 197 of the Companies Act read with Rule
5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of your
Company is available for inspection by the members at registered office
of the Company during business hours on working days up to the date of
the ensuing Annual General Meeting. If any member is interested in
obtaining a copy thereof, such member may write to the Compliance
Officer, whereupon a copy would be sent.
(g) Risk Management
Your Company had formed a Risk Management Committee consisting of the
Managing Director and other 2 Directors. The Committee identifies,
evaluate business risks and opportunities. This Committee has
formulated and implemented a policy on risk management to ensure that
the company's reporting system is reliable and that the company
complies with relevant laws and regulations. The Board of Directors of
your Company are of the opinion that, at present, there are no elements
of risks which may threaten the existence of the Company.
Your Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any.
(h) Nomination & Remuneration Policy for Senior Management
The details relating to ratio of the remuneration of each director to
the median remuneration of the employees of the Company for the
financial year 2014-15 is given in 'Annexure E' attached and forms part
of this Report.
(i) Financials
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year to which the financial statement relates and the date of
the report.
There are no qualifications, reservations or adverse remarks in the
Auditors Report.
With respect to the qualifications made in the Secretarial Audit Report
for the financial year 2014- 15, the Board wishes to offer the
following clarifications with respect to each qualification
1. With respect to Appointment of Women Director, the company was
under legal advice that it is not bound to have woman director as per
the law. Accordingly company has replied vide its letter dated
25/03/2015 &15/04/2015 to Bombay Stock Exchange and letter dated
13/07/2015 to Registrar of Companies, Chennai.
Nevertheless, a woman director had been appointed on 17.06.2015
2. With respect to Appointment of Key Managerial Personnel, i.e.
appointment of whole time Company Secretary and a Chartered Accountant
as Chief Financial Officer, the Company is and has been on its best
possible efforts to appoint them, subject to the financial viability of
the company. However, as there are lot of practical difficulties in
scouting for a candidate with suitable qualifications, experience and
financial constraints faced by the company to offer to the proposed
candidates, the appointment is yet to be made. However, the Board
assures that this issue will be resolved at the earliest.
ACKNOWLEDGEMENT
The directors thank authorities of Madras Export Processing Zone,
Reserve Bank of India, State Bank of India, HDFC Bank for the guidance
and assistance rendered to the company and the employees for their
effort and co-operation.
For and on behalf of the Board
Place : Chennai JOHN D.ROLLO
Date : 24th July 2015 Chairman
Mar 31, 2014
Dear Members,
The Board of Directors of your company presents their 26th Annual
Report together with the audited accounts for the financial year ended
31st March 2014.
FINANCIAL RESULTS
Year ended Year ended
31.03.2014 31.03.2013
(Rs. ) (Rs. )
Sales and other Income 165,149,751 118,279,557
Profit before interest and Depreciation 11,666,823 3,643,836
Interest - -
Profit before depreciation 11,666,823 3,643,836
Depreciation 1,310,192 1,306,298
Profit before taxation and exceptional item 10,356,630 2,337,538
Exceptional item - -
Profit before taxation after
exceptional item 10,356,630 2,337,538
Provision for taxation
- Current tax 25,53,000 -
- Deferred tax 33,126 -
Profit / (Loss) after taxation and
exceptional item 7,770,504 2,337,538
PERFORMANCE OF THE COMPANY
The Sales and other income during the year had considerably increased
to Rs. 165.15 million compared to Rs. 118.28 million during the year
ended 2013. Your company is proud to present much better result due to
introduction of various cost cutting measures, productivity enhancement
measures and scrap generation control measures.
Your company is also proud to present the financial figures without
obtaining any debt waivers or otherwise, from its parent group to
prepare the accounts on Going Concern basis, which was otherwise,
customary practice in past. This itself will be proving the efficiency,
effectiveness and pro-active commitment of the present management. The
present management is confident of moving further forward to convert
the company into profitable position.
AUDITOR''S QUALIFICATION
It is our pleasure to inform all the August Members that your auditors
have not qualified any transaction. Your auditors have prepared and
presented the accounts of the company as "Going Concern". The Leave
Encashment and Gratuity Liability in respect of the employees of the
company have been made on the basis of Actuarial Valuation as mandated
under Accounting Standard AS 15.
FUTURE PROSPECTS
Your company has drawn out a strategic plan to increase the production
of its products. Your company is also striving hard to increase its
presence in the reed switches based sensor products in the global
market.
However, these strategic plans gets hit due to extraneous factors which
are beyond the control of your company i.e. severe recession in the
European market on one hand which results in near negligible order
position, wherein your company''s products are marketed and severe
shortage of electricity inside the MEPZ wherein your company is
located. This apart, the volatile upward increase in the cost of raw
materials which mainly consists of gold and rhodium is leaving a huge
adverse impact.
Despite the above obstacles, your company is committed to increase its
production and presence in the global market in the near future.
DEPOSITS
The Company has neither invited nor accepted any deposits during the
year.
DIRECTORS
Pursuant to provisions of the Companies Act, 1956 and the Articles of
Association of the Company, Mr. John D. Rollo retires by rotation at
the ensuring Annual General Meeting.
PARTICULARS OF EMPLOYEES
There were no employees within the purview of Sec. 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956
The Compliance Certificate under Section 383A of the Companies Act,
1956 from Mr.G.Sreenivasa Rao, Practicing Company Secretary is annexed
to this report.
AUDITORS
Auditors of the Company, M/s. M.L.Srinivasan & Associates, Chartered
Accountants, Chennai retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PERSONNEL
The industrial relations continued to remain cordial throughout the
period.
DEMATERIALISATION OF SHARES
To facilitate the dematerialization of shares your company has
appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic
Share Transfer Agent for providing electronic connectivity with
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. Cameo Corporate Services Limited, Chennai is handling the
dematerialization of shares and share transfers - both electronic and
physical.
LISTING WITH STOCK EXCHANGES
Your company''s shares are listed in BSE Ltd. (Bombay Stock Exchange).
The listing continued throughout the year and the listing fees due to
date have been paid.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 217 (2AA) of the
Companies Act, 1956, the Directors confirm that:
1. In the preparation of annual accounts, the applicable Accounting
Standards have been followed.
2. The Directors had selected such accounting policies and have
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and the
Profit of the Company for the year.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
4. The Directors had prepared the annual accounts on a ''Going Concern''
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Sec.217 (1)(e) of the Companies Act,
1956 and rules framed there under relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
the Annexure, forming part of this report.
ACKNOWLEDGEMENT
The directors thank authorities of Madras Export Processing Zone,
Reserve Bank of India, State Bank of India, HDFC Bank for the guidance
and assistance rendered to the company and the employees for their
effort and co-operation.
For and on behalf of the Board
Place : New Jersey, USA JOHN D.ROLLO
Date : 30th May 2014 CHAIRMAN
Mar 31, 2012
The Board of Directors of your company presents their 24th Annual
Report together with the audited accounts for the financial year ended
31st March 2012.
FINANCIAL RESULTS Year ended Year ended
31.03.2012 31.03.2011
(Rs.) (Rs.)
Sales and other Income 126,813,072 99,602,571
Profit before interest and
Depreciation 4,408,916 1,184,638
Interest - -
Profit before depreciation 4,408,916 1,184,638
Depreciation 1,309,413 1,248,653
Profit before taxation and
exceptional item 3,099,502 (64,015)
Exceptional item - -
Profit before taxation after 3,099,502 (64,015)
exceptional item
Provision for taxation
- Current - -
- Fringe benefit tax - -
Profit/(Loss) after taxation
and 3,099,502 (64,015)
exceptional item
PERFORMANCE OF THE COMPANY
The Sales and other income during the year had considerably increased
to 126.81 million compared to 99.60 million during the year ended 2011.
Your company is proud to present much better result due to introduction
of various cost cutting measures, productivity enhancement measures and
scrap generation control measures.
Your company is also proud to present the financial figures without
obtaining any debt waivers or otherwise, from its parent group to
prepare the accounts on Going Concern basis, which was otherwise, a
customary practice in past. This itself will be proving the efficiency,
effectiveness and pro-active commitment of the present management. The
present management is confident of moving further forward to convert
the company into profitable position in near future.
AUDITOR'S QUALIFICATION
It is our pleasure to inform all the August Members that your auditors
have not qualified any transaction. Your auditors have prepared and
presented the accounts of the company as "Going Concern". The Leave
Encasement and Gratuity Liability in respect of the employees of the
company have been made on the basis of Actuarial Valuation as mandated
under Accounting Standard AS-15.
FUTURE PROSPECTS
Your company has drawn out a strategic plan to increase the production
of its products. Your company is also striving hard to increase its
presence in the Reed Switches based sensor products in the global
market.
However, these strategic plans gets hit due to extraneous factors which
are beyond the control of your company i.e. severe recession in the
European market on one hand which results in near negligible order
position, wherein your company's products are marketed and severe
shortage of electricity inside the MEPZ wherein your company is
located. This apart, the volatile upward increase in the cost of raw
materials which mainly consists of Gold and Rhodium is leaving a huge
adverse impact.
Despite the above obstacles, your company is committed to increase its
production and presence in the global market in the near future.
SHARE REDUCTION
Your company had initiated the process of proportionate reduction of
equity and zero coupon preferential shares in the year 2011, to get rid
of the chronic carried forward losses, so that your company could
secure/mobilize the funds from the market.
However, your company was given the legal & financial advise to stop
the process in view of highly volatile exchange fluctuation and
volatile economic scenario. Accordingly, your company had stopped and
withdrawn the process of getting approval of statutory and judicial
authorities.
DEPOSITS
The Company has neither invited nor accepted any deposits during the
year.
DIRECTORS
Pursuant to provisions of the Companies Act, 1956 and the Articles of
Association of the Company, Mr. Robert P. Romano retires by rotation at
the ensuing Annual General Meeting.
PARTICULARS OF EMPLOYEES
There were no employees within the purview of Sec. 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956
The Compliance Certificate under Section 383A of the Companies Act,
1956 from Mrs. K.J. Lakshmi, Practicing Company Secretary is annexed to
this report.
AUDITORS
Auditors of the Company, M/s. M.L. Srinivasan & Associates, Chartered
Accountants, Chennai retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PERSONNEL
The industrial relations continued to remain cordial throughout the
period.
DEMATERIALISATION OF SHARES
To facilitate the dematerialization of shares your company has
appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic
Share Transfer Agent for providing electronic connectivity with
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. Cameo Corporate Services Limited, Chennai is handling the
dematerialization of shares and share transfers - both electronic and
physical.
LISTING WITH STOCK EXCHANGES
Your company's shares are listed in Mumbai Stock Exchange. The listing
continued throughout the year and the listing fees due to date have
been paid.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 217 (2AA) of the
Companies Act, 1956, the Directors confirm that:
1. In the preparation of annual accounts, the applicable Accounting
Standards have been followed.
2. The Directors had selected such accounting policies and have
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and the
Profit of the Company for the year.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
4. The Directors had prepared the annual accounts on a 'Going Concern'
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Sec.217 (1)(e) of the Companies Act,
1956 and rules framed there under relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
the Notes, forming part of this report.
ACKNOWLEDGEMENT
The directors thank authorities of Madras Export Processing Zone,
Reserve Bank of India, State Bank of India, HDFC Bank for the guidance
and assistance rendered to the company and the employees for their
effort and co-operation.
For and on behalf of the Board
JOHN D. ROLLO
CHAIRMAN
Place : New Jersey, USA
Date : 30th May 2012
Mar 31, 2010
The Board of Directors of your company presents their 22nd Annual
Report together with the audited accounts for the financial year ended
31st March 2010.
FINANCIAL RESULTS Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
Sales and other Income 65,951,903 107,625,397
Profit before interest and
depreciation 1,235,378 1,597,600
Interest -- --
Profit before depreciation 1,235,378 1,597,600
Depreciation 1,565,383 1,616,952
Profit before taxation and
exceptional item (330,005) (19,353)
Exceptional item -- --
Profit before taxation after
exceptional item (330,005) (19,353)
Provision for taxation
- Current -- --
- Fringe benefit tax -- 175,067
Profit / (Loss) after taxation and
exceptional item (330,005) (194,420)
PERFORMANCE OF THE COMPANY
The Sales and other income during the year was marginally down at Rs.
65.95 million compared to Rs. 107.63 million during the year ended
2009. This was because of the severe market recession globally and
domestically. Despite the tough recession time, your company is proud
to present much better position, in that, with the help of cost cutting
measures, productivity enhancement measures and scrap generation
control measures being in place, the company could still post a profit
before depreciation at Rs. 1.23 million.
Your company is also proud to present the financial figures without
obtaining any debt waivers or otherwise, from its parent group to
prepare the accounts on Going Concern basis, which was otherwise,
customary practice in past. This itself will be proving the efficiency,
effectiveness and pro-active commitment of the present management. The
present management is confident of moving further forward to convert
the company into profitable position.
AUDITORS QUALIFICATION
It is the pleasure to inform all the August Members that your auditors
have not qualified any transaction. Your auditors have prepared and
presented the accounts of the company as ÃGoing ConcernÃ. The Leave
Encashment and Gratuity Liability in respect of the employees of the
company have been made on the basis of Actuarial Valuation as mandated
under Accounting Standard AS 15.
FUTURE PROSPECTS
It is again a pleasure to inform all the August Members that,
operational performance of the company has been much satisfactory given
against the back drop of extreme recession. Though sales turn over has
been comparatively lesser, comparing previous financial year, however,
company could still ensure posting positive operational results. This
could be achieved due to intense and dedicated cost cutting drive
besides other measures resorted to by the present management.
The Management is taking various steps to improve the profitability of
the company. However due to stiff competition and global uncertainties,
the company is affected and it is expected that it will take a couple
of years for the company to make reasonable and sizeable profits.
The Management is finding difficult to mobilize loans, etc. from the
bank due to appearance of the carried forward losses in the Balance
Sheet which in result depicts STG as a loss making company, despite
posting operational profits. The Management is therefore contemplating
the ways and means to get out of this impasse which among others
includes contemplating the scheme of arrangement as provided in the
Companies Law in vogue.
The Management is in constant touch with its consultants in this
regard. If Management succeeds in getting out of this impasse, the
Company will be in a better position to mobilize funds towards Capital
Loan / Working Capital and accordingly it can render much better
operational results, which is otherwise posing as a constrain in
enhancement of business / productivity.
DEPOSITS
The Company has neither invited nor accepted any deposits during the
year.
DIRECTORS
Pursuant to provisions of the Companies Act, 1956 and the Articles of
Association of the Company, Mr.John D Rollo retires by rotation at the
ensuing Annual General Meeting.
PARTICULARS OF EMPLOYEES
There were no employees within the purview of Sec. 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956
The Compliance Certificate under Section 383A of the Companies Act,
1956 from Mrs.K.J.Lakshmi, Practicing Company Secretary is annexed to
this report.
AUDITORS
The Auditors of the Company, M/s. R Subramanian and Company, Chartered
Accountants, Chennai retires at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
PERSONNEL
The industrial relations continued to remain cordial throughout the
period.
DEMATERIALISATION OF SHARES
To facilitate the dematerialization of shares your company has
appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic
Share Transfer Agent for providing electronic connectivity with
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. Cameo Corporate Services Limited, Chennai is handling the
dematerialization of shares and share transfers à both electronic and
physical.
LISTING WITH STOCK EXCHANGES
Your companys shares are listed in Mumbai Stock Exchange. The listing
continued throughout the year and the listing fees due to date have
been paid.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 217 (2AA) of the
Companies Act, 1956, the Directors confirm that:
1. In the preparation of annual accounts, the applicable Accounting
Standards have been followed.
2. The Directors had selected such accounting policies and have
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and the Loss
of the Company for the year.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
4. The Directors had prepared the annual accounts on a ÃGoing ConcernÃ
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Sec.217 (1)(e) of the Companies Act,
1956 and rules framed there under relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
the Annexure, forming part of this report.
ACKNOWLEDGEMENT
The directors thank authorities of Madras Export Processing Zone,
Reserve Bank of India, State Bank of India, HDFC Bank for the guidance
and assistance rendered to the company and the employees for their
effort and co-operation.
For and on behalf of the Board
Place : New Jersey, USA JOHN D.ROLLO
Date : 30th May 2010 CHAIRMAN