Annual Report 12-13
Annual Report 12-13
Annual Report 12-13
16th
ANNUAL REPORT
2012-2013
CONTENTS
1.Corporate Information
2.Notice of Annual General Meeting
3.Directors Report
4.Managements Discussion and Analysis
5.Report on Corporate Governance
6.Auditors Certificate on Corporate Governance
7.Auditors Report
8.Annexure to Auditors Report
9.Balance Sheet
10.Profit and Loss Account
11.Cash Flow Statement
12.Notes to Accounts
13.Significant Accounting Policies
14.Proxy Form & Attendance Slip
-------
Director
Director
Director
Director
Director
Director
Registered Office:
Flat No.312, Arun Apartment,
Lakdikapool, Red Hills,
Hyderabad 500004
Auditors:
M/s. Hari Babu & Associates
Chartered Accountants, Hyderabad
Audit Committee:
1) Mr. K. Subba Rao
2) Mr. I V S Suryanarayana Raju
3) Mr. P. Maheswaran Nair
Remuneration Committee:
1) Mr. K. Subba Rao
2) Mr. I V S Suryanarayana Raju
3) Mr. P. Maheswaran Nair
Investor Grievance Committee/ Share Transfer Committee :
1) Mr. K. Subba Rao
2) Mr. I V S Suryanarayana Raju
3) Mr. P. Maheswaran Nair
Listing:
Calcutta Stock Exchange Limited
Registrar & Share Transfer Agents:
Aarthi Consultants Private Limited
1-2-285, Domalguda, Hyderabad
Ph No: 04027638111/27634445
Email Id: [email protected]
3.
SPECIAL BUSINESS:
4.
5.
Sd/P. M. Nair
Director
Place: Hyderabad
Date:03.09.2013
NOTES:
1.
2.
The Register of Members and Share Transfer Books of the Company will be
closed from 26.09.2013 to 30.09.2013 (Both days inclusive).
3.
Members are requested to produce the Attendance Slip duly signed as per
the Specimen Signature recorded with the Company/Depository Participant
for admission to the meeting hall.
4.
6.
7.
8.
It shall be mandatory for the transferee(s) to furnish copy of PAN Card to the
Company/RTAs for registration of transfer of shares for securities market
transactions and off market/private transaction involving transfer of shares in
physical form of listed companies.
9.
10. Members holding shares in the same name under different ledger folios are
requested to apply for Consolidation of such folios and send the relevant
share certificates to M/s. Aarthi Consultants Private Limited, Share Transfer
Agents of the Company for their doing the needful.
11. As part of Green Initiative in Corporate Governance the Ministry of Corporate
Affairs (MCA), Government of India vide its Circular has allowed paperless
compliances by Companies inter-alia stating that if the Company sends
official documents to their shareholders electronically, it will be in compliance
with the provisions of Section 53 of the Companies Act, 1956. Keeping in view
shareholders are requested to update their E-Mail ID with their DP.
Sd/P. M. Nair
Director
Place: Hyderabad
Date:03.09.2013
Sd/P. M. Nair
Director
Place: Hyderabad
Date:03.09.2013
6
(Amt. in Rs.)
Particulars
Profit / (Loss) before depreciation
Depreciation
Profit / (Loss) before tax
Provision for Tax
-Current Tax
-Deferred Liability (Asset)
Profit / (Loss) after Tax
2012-2013
2011-2012
431660
130356
301304
773796
718896
718896
103483
(2339)
303643
102380
(142790)
759306
DIVIDEND:
Keeping the Companys expansion and growth plans in mind, your Directors have
decided not to recommend dividend for the year.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of
Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on Calcutta Stock Exchange
Limited.
CAPITAL OF THE COMPANY:
The authorized capital of the company stands at Rs. 8,00,00,000 divided into
80,00,000 shares of Rs. 10/- each and the paid up capital of the company stands
at Rs. 5,96,28,000 divided into 5875300 equity shares of Rs. 10/- each fully paid
up and 175000 equity shares partly paid up.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your Company
and its businesses is given in the Management Discussion and Analysis, which
forms part of this Report.
DIRECTORS:
In accordance with the Companies Act, 1956 read with Articles of Association of
Name
Date of Birth
Date of Appointment
Qualifications
No. of Shares held in the Company
Directorships held in other companies
(excluding private limited and foreign
companies)
Name
Date of Birth
Date of Appointment
Qualifications
No. of Shares held in the Company
Directorships held in other companies
(excluding private limited and foreign
companies)
Name
Date of Birth
Date of Appointment
Qualifications
No. of Shares held in the Company
Directorships held in other companies
(excluding private limited and foreign
companies)
ii)
that the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year.
iii) that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safe guarding the assets of the company and for preventing and deleting
fraud and other irregularities.
iv) that the directors had prepared the annual accounts on the going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act 1956 is
provided hereunder:
A. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have
been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D)
2. Technology absorption, adoption and innovation
:
:
NIL
NIL
:
:
NIL
NIL
Sd/P. M. Nair
Director
Place: Hyderabad
Date:03.09.2013
10
11
12
13
S.
No.
Name of the
Directors
Category Attendance
Particulars
No. of other
Director
ships
Attended
Yes
Yes
Independent
& NonExecutive
Promoter &
NonExecutive
Independent
& NonExecutive
Yes
No
No
Independent
& NonExecutive
No
ii)
iii)
iv)
v)
x)
xi)
xii)
xiii)
The previous Annual General Meeting of the Company was held on 26th
September 2012 and Mr. K. Subba Rao, Chairman of the Audit Committee,
attended previous AGM.
The composition of the Audit Committee and the attendance of each
member of the Audit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II) (A) of the
Listing Agreement relating to the composition of the Audit Committee. During the
financial year 2012-2013, (4) four meetings of the Audit Committee were held on
the 30.05.2012, 10.08.2012, 12.11.2012 and 11.02.2013.
The details of the composition of the Committee and attendance of the members
at the meetings are given below:
Name
Designation
Category No. of
meetings
attended
Chairman
NED (I)
Member
NED (I)
Member
ED (P)
NED (I):
ED (P):
Name
Designation
Category No. of
meetings
attended
Chairman
NED (I)
Member
NED (I)
Member
ED (P)
NED (I):
ED (P):
16
To take into account the financial position of the Company, trend in the
industry, appointees qualification, experience, past performance, past
remuneration etc.
Name
Designation
Category
Chairman
NED (I)
Member
NED (I)
Member
ED (P)
NED (I):
ED (P):
B.) Powers:
The committee has been delegated with the following powers:
To redress, approve and dispose off any, other complaints, transactions and
requests etc. received from any shareholder of the company and investor in
general.
17
S.No
Particulars
Remarks
1.
NIL
2.
NIL
3.
NIL
Financial
Year
Venue
Date
Time Special
Resolution
26.09.2012 11.00 AM
Nil
29.09.2011 11.00 AM
Nil
30.09.2010 11.00 AM
Nil
There were no significant related party transactions that may have potential
conflict with the interests of the Company at large.
In the preparation of financial statements, no treatment materially different
from that prescribed in Accounting Standards had been followed.
There were no penalties or strictures imposed on the Company by the Stock
Exchanges or SEBI or any statutory authority on any matter related to capital
markets at any time during the last 3 years.
Whistle Blower policy: We have established a mechanism for employees to
18
(e)
(f)
Venue
On or before
14.08.2013
14.11.2013
14.02.2014
30.05.2014
19
e) Listing Fees
f) ISIN No.
i) Registrar & Share Transfer Agents (for shares held in both physical and demat
mode):
Aarthi Consultants Pvt. Ltd.,
1-2-285, Domalguda, Hyderabad - 500029.
Ph No: 04027638111/27634445
E-mail Id: [email protected]
j) Share Transfer System:
The Physical shares transfers are processed and the share certificates are
returned to the shareholders within a maximum period of 15 days from the date of
receipt, subject to the document being valid and complete in all respects.
Any transferee who wishes to demat the shares may approach a Depository
Participant along with a duly filled Demat Request Form, who shall, on the basis of
the Share Certificate, generate a demat request and send the same to the
Registrar and Share Transfer Agents (RTA). On receipt, the Depository Registrar
confirms the request.
All the requests for Dematerialization of shares are processed and the
confirmation is given to the respective Depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) within 21 days on receipt.
20
Particulars
Category
A.
Shareholding of Promoter
and promoter group
1.
2638950
43.62
Sub- Total A
2638950
43.62
1033295
2378055
3411530
6050300
17.08
39.30
-
B.
1.
2.
Public Shareholding
Institutions
Non-Institutions
a)
b)
c)
Bodies Corporate
Indian public and others
Any others
i) NRIs
ii) Clearing Members
Sub Total B
Grand Total (A+B)
56.38
100.00
l) Dematerialization of Shares:
The Companys shares are dematerialized on National Securities Depositories
limited (NSDL) and Central Depository Services (India) Limited. The Companys
ISIN is INE401B01010. As on 31st March, 2013, 7,25,590 equity shares are
dematerialized which is 11.99% of the paid up capital of the company and out of
which 145320 shares are in CDSL and 580270 shares are in NSDL and the
balance are in physical form.
m) Address for Investors Correspondence:
The Shareholders may correspond with the Company for the redressal of their
grievances, if any to the registered office of the company.
Flat No.312, Arun Apartment,
Lakdikapool, Red Hills,
Hyderabad 500004
Tel No: 040 23317935, 040 23317945
n) CEO/MD Certification:
As required by the clause 49 (V) of the Listing Agreement, the certificate is
attached elsewhere in the annual report.
21
Sd/P. M. Nair
Director
Place: Hyderabad
Date:03.09.2013
22
Sd/P. M. Nair
Director
Place: Hyderabad
Date:03.09.2013
23
Place: Hyderabad
Date: 03.09.2013
24
25
in the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2013;
b)
in the case of the Profit and Loss Account, of the Profit for the year ended on
that date; and
a)
we have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b)
in our opinion proper books of account as required by law have been kept by
the Company so far as appears from our examination of those books
c)
the Balance Sheet, Statement of Profit and Loss dealt with by this Report are
in agreement with the books of account.
d)
in our opinion, the Balance Sheet, Statement of Profit and Loss comply with
the Accounting Standards referred to in subsection (3C) of Section 211 of the
Companies Act, 1956;
e)
Place: Hyderabad
Date: 03/09/2013
(a) According to the information and explanations given to us and on the basis
of our examination of the books of account, the Company has not granted any
loans, secured or unsecured, to companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956.
Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are
not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of
our examination of the books of account, the Company has not taken loans
from companies, firms or other parties listed in the register maintained under
Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not
applicable to the company.
4.
In our opinion and according to the information and explanations given to us,
there is generally an adequate internal control procedure commensurate with
the size of the company and the nature of its business, for the purchase of
inventories & fixed assets and payment for expenses & for sale of goods.
During the course of our audit, no major instance of continuing failure to
correct any weaknesses in the internal controls has been noticed.
27
b)
6.
The Company has not accepted any deposits from the public covered under
section 58A and 58AA of the Companies Act, 1956.
7.
8.
9.
28
Place: Hyderabad
Date: 03/09/2013
In'Rs
Place: Hyderabad
Date: 03/09/2013
30
In'Rs
Place: Hyderabad
Date: 03/09/2013
In'Rs
Place: Hyderabad
Date: 03/09/2013
32
P.Y
60,50,300
60,50,300
Nil
Nil
-------------------------------------60,50,300
60,50,300
3) Below are the names of the shareholders holding more than 5% of Shares
812900
13.44
33
31/03/13
Rs
31/03/12
Rs
NIL
NIL
34
2012-13
2011-12
2,82,601
60,50,300
0.05
7, 59, 307
60, 50, 300
0.13
IMPORTED
INDIGENOUS
2013
Rs.
2012
Rs.
NIL
NIL
NIL
NIL
NIL
NIL
OTHER NOTES :
1. Contingent liabilities not provided for: (By way of Bank Guarantee)
2. Details of securities held
Expenditure in foreign currency
:-
35
NIL
2011-12
Rs.
NIL
Place: Hyderabad
Date: 03/09/2013
36
In'Rs
In'Rs
In'Rs
In'Rs
37
In'Rs
In'Rs
38
In'Rs
In'Rs
In'Rs
In'Rs
39
In'Rs
In'Rs
In'Rs
In'Rs
In'Rs
40
In'Rs
Place: Hyderabad
Date: 03/09/2013
41
PROXY FORM
I/We _______________________of _________________ being a Member(s) of
above named company, hereby appoint ______________ of ________________
or failing him/her ________________ of ___________ as my/our proxy to attend
and vote for me/us, on my/our behalf at the 16th Annual General Meeting of the
Company to be held on Monday, the 30th day of September, 2013 at 11.00 a.m. at
the registered office of the company at Flat no.312, Arun Apartment, Lakdikapool,
Red Hills, Hyderabad 500004 and at any adjourned meeting thereof.
As Witnessed Signed this __________ day of September 2013
Affix
Re.1/Revenue
Stamp.
Note:
The proxy in order to be effective should be duly stamped, completed, signed and
must be deposited at the Registered Office of the Company not less than 48 hours
before the time for holding the meeting.
ATTENDANCE SLIP
(Please present this slip at the Meeting venue)
I hereby record my presence at the 16th Annual General Meeting of the members of
the company to be held on Monday, the 30th day of September, 2013 at 11.00 a.m.
at the registered office of the company at Flat no.312, Arun Apartment, Lakdikapool,
Red Hills, Hyderabad 500004.
Shareholders/Proxys full name___________________________________
(In block letters)
Folio No. / Client ID___________________
No. of shares held_________
Note:
Shareholders attending the meeting in person or by proxy are required to complete
the attendance slip and hand it over at the entrance of the meeting hall.
42
PRINTED MATTER
BOOK - POST