Cethar Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their report along with the Audited Accounts for the year ended March 31, 2015 :

Financial Results : (Rs. in lakhs)

For the For the financial financial PARTICULARS year ended year ended 31-03-2015 31-03-2014

Net Sales / Job Work 0.00 0.00

Other Income 0.00 4.39

Total expenses before Interest 0.43 5.25 and Depreciation

Gross Profit / (Loss) (0.43) (0.86)

Interest & Finance Charges 0.00 0.00

Depreciation 0.00 0.00

Net Profit / (Loss) (0.43) (0.86)

Paid-up Share Capital 2150 00 2150.00

Reserves & Surplus (1838.39) (1837.96)

Appropriations:

(Loss) transferred to Balance (0.43) (0.86) Sheet

1. Status of Company's Operation:

The Company proposes to take steps at appropriate time to revive the business of the Company

2. State of Company's Affairs :

The erosion of net worth continues to be more than 50% and hence the Company reports the fact of such erosion to Board for Industrial and Financial Reconstruction, under Section 23 of Sick Industrial Companies Act.

3. Meetings of the Board

The Board meets regularly to discuss and decide on various matters as required. During the year, Five Board Meetings were convened and held,

4. Audit Committee

The Audit Committee of the Board (ACB) comprises of Mr. K. Subburaj, Mr S Kanagaraj and Mr K Aravind as Members

5. Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board (NRCB) comprises of Mr. K. Subburaj, Mr. S. Kanagaraj and Mr. K. Aravind as Members. The Company has no business operations and there are no employees in the Company and the Directors do not receive any remuneration however the Nomination and Remuneration Policy deals with the criteria for appointment of Directors and the criteria for evaluation of performance of Directors.

6. Corporate Social Responsibility

The Company does not come under the purview of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules and hence the provisions relating to Corporate Social Responsibility is not applicable to the Company

7. Finance. Fresh facilities will be obtained for the diversified business when required.

8 Details of Directors and Key Managerial Personnel:

Mr. K. Aravind was appointed as an Additional Director of the Company with effect from 2nd June, 2015. The Company has received notice from a member of the Company for appointment of Mr. K. Aravind as a Director of the Company and his appointment forms part of the Notice of the ensuing Annual General Meeting of the Company. Mr. K. Subburaj, Director, (DIN: 00292869), retiring by rotation at this meeting and being eligible, offer himself for re-appointment. The above appointment/ reappointments are included as items for the General meeting for sanction from members. No Director of the company is disqualified under Section 164 (2) of the Companies Act, 2013 from being reappointed as Director of the Company. Mr. T. S. Prabhu Rajan has resigned from the Board of the Company with effect from 1st December, 2014 and Mr. V. Bharathi has resigned from the Board of the Company with effect from 2nd June, 2015. The Board places on record their valuable contributions to the Company during their tenure as Directors. Mr. K Maheswaran resigned as Company Secretary with effect from 2nd February, 2015.

9. Particulars of Loans, Guarantees or Investments

The Company has not granted any loan or guarantee or made any investment covered under Section 186 of the Companies Act, 2013, during the year.

10. Corporate Governance:

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

11. Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

12. Auditors:

The Members of the Company at their 24th Annual General Meeting held on 30th September, 2014 had appointed M/s. Sivaswamy and Kumar, Chartered Accountants, Tiruchirapalli (Firm Registration No. 012929S) as Statutory Auditors of the Company for the financial years 2014-15 to 2018-19. Pursuant to Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify the appointment of M/s. Sivaswamy and Kumar, Chartered Accountants, Tiruchirapalli, as Statutory Auditors of the Company for the financial year 2015-16. The Company has received letters from M/s. Sivaswamy and Kumar, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

13. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of The Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. Related Party Transactions

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company.

15. Statutory Information:

The Company has no business operations and hence Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules relating to particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

There are no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.

16. Vigil Mechanism

The Company has established a Vigil Mechanism pursuant to Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct. Pursuant to this mechanism a person can report or send a written complaint to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

17. Annual Evaluation by the Board

The Board has carried out an annual evaluation of its own performance, performance of Committees of the Board and individual Directors. The evaluation framework for assessing the performance of the Board, Committees and Directors comprises of the following key areas:

a. Attendance at Board Meetings and Committee Meetings by the Directors;

b. Active participation on discussion on Agenda items;

c. Quality of contribution and deliberations towards growth of the Company, guidance to the Management; and

d. Commitment to shareholders interests.

18. Secretarial Audit

In accordance with 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 Mr. P. O. R. Arvinth, Practicing Company Secretary. Tiruchirapalli, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure -1 forming part of this report.

19. Particulars of Employees

The Company has no business operations and there are no employees in the Company and the Directors do not receive any remuneration and hence Section 197 of the Companies Act, 2013, read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules does not apply.

20. Details of Significant and Material Orders

There are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is given as Annexure II forming part of this report.

22. Disclosure - Anti Sexual Harassment Policy

The Company does not have any woman employee whether permanent, contractual, temporary or trainees in its roles. Hence the necessity to form Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not arise.

23. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) that the applicable accounting standards have been followed along with proper explanation relating to material departures in the preparation of Annual Accounts for the financial year ended 31st March, 2015;

b) that such Accounting Policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014-15 and of the Loss of the Company for the year under review;

c) that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts of the Company for the financial year ended 31st March, 2015 have been prepared on a going concern basis.

e) The Company has adequate internal financial controls, commensurate with the size of the Company and the nature of its business

24. Acknowledgement:

Your Directors are pleased to place on record their appreciation and gratitude for the co-operation received from various departments of the Central and State Government and their agencies. Your Directors wish to thank the Shareholders for the confidence reposed by them.

For and on behalf of the Board of Directors

Place ; Tiruchirapalli S. Kanagaraj Date : 29th August, 2015 Managing Director

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Mar 31, 2012

To The Members :

The Directors have pleasure in presenting their report along with the Audited Accounts for the year ended March 31'2012:

01. Financial Results : (Rs. in lakhs)

Year Ended Year Ended PARTICULARS 31.03.2012 31.03.2011

Net Sales / Job Work 0 73.56

Other Income 11.91 628.46

Total exps. before int.

and Depreciation 22.91 403.20

Gross Profit / (Loss) (11.00) 298.82

Interest & Finance Charges 0 22.32

Depreciation 0 0

Net Profit / (Loss) (11.00) 276.50

Paid up Share Capital 2150.00 2150.00

Reserves & Surplus (Share premium) 39.87 39.87

* Includes capital gain of Rs.619.16 lakhs.

02. Status of company's operation:

Steps are being taken including suitable identification of land to set up facilities for the diversified engineering business. There are enough opportunities for the diversified business due to growing demand for power sector.

03. State of Company's Affairs :

The erosion of net worth continued to be more than 50% and hence your company report the fact of such erosion to BIFR' U/s 23 of SICA.

04. Finance: Fresh facilities will be obtained for the diversified business when required.

05. Directors:

Shri.V' Bharathi and Shri T.S. Prabhu Rajan retiring by rotation at this meeting and being eligible' offer themselves for re-appointment. They have given intimation in the prescribed form U/s.274(1)(g) of the Companies Act' 1956. Shri GN.V. Mohan Raju resigned from the directorship with effect from 10-04-2012.

The above reappointments are included as items for the General meeting for sanction from members.

No Director of the company is disqualified under Sec.274(1)(g) of the CompaniesAct' 1956 from being reappointed as director of the company.

07. Corporate Governance :

The particulars required under clause 49(vii) of the Listing Agreement on Corporate Governance are furnished in the Annexure to this report. A certificate from the Auditors of the company regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement is attached to this report.

08 Auditors :

M/s.L.Pandurangan & Co.' Chartered Accountants' Sri Rangam' Trichy 620 006' retire at the conclusion of this AGM and are eligible for reappointment.

09. Deposits:

Your company has not accepted any deposits from the public under Sec.58.A of the Companies Act.' 1956.

10 Statutory Information:

None of the employees of the company drawn remuneration in excess of the limits prescribed U/s.217 (2A) of the Companies Act' 1956 during the year under report.

11 Energy Conservation' Technology Absorption And Foreign Exchange Earnings And Outgo :

The particulars required U/s.217 (1) (e) of the Companies Act' 1956' read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988' are furnished in the Annexure to this Report.

12 Directors Responsibility Statement:

1. Your Directors in terms of Sec.217 (2AA) of the Companies Act' 1956 confirm that: All applicable accounting standards have been followed in the preparation of the annual accounts for the financial year ended 31.03.2012 and proper explanatory statements added wherever necessary.

2. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2012 and of the Loss of the Company for the financial year ended 31.03.2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts were prepared for the financial year ended 31st March' 2012 on a going concern basis.

13 Acknowledgement :

Your Directors wish to express their appreciation and gratitude to State Bank of India' the Central and State Governments and their agencies for their valuable assistance and co-operation that your company has been receiving from them. Your Directors wish to thank the shareholders for the confidence reposed by them. Your Directors place on record the involvement of employees in the operation of the company.

For and on behalf of the Board

Place : Trichy - 620 001. S. Kanagaraj

Date : 31.07.2012 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their report along with the Audited Accounts for the year ended March 31, 2010:

01. Financial Results : (Rs. in lakhs)

Year Ended Year Ended

PARTICULARS 31.03.2010 31.03.2009

Net Sales / Job Work 1093.83 2246.53

Other Income 85.22 182.81

Total exps before int.

and Depreciation 1751.89 2761.74

Gross Profit / (Loss) (572.84) (332.40)

Interest & Finance Charges 74.02 123.17

Depreciation 58.37 59.90

Net Profit / (Loss) (705.23) (515.47)

Paid up Share Capital 2150.00 1109.94

Reserves & Surplus

(share premium) 39.87 -



02. Business Outlook:

The world economy has not fully recovered from the recession resulting in continuous negative growth in major sectors of economy and the textile trade is not an exception.

03. Status of companys operation:

In view of the recessionary trend in the textile business world over, the prices offered for export orders were unremunerative and hence your company with your approval decided to close down the knitwear export business and diversify into engineering business more specifically in erection, manufacture, assembly, repairs etc. of all related boiler, pollution control and power plant parts and accessories. To fund creation of necessary facilities for the diversified business, your approval was already obtained for disposing off the assets of the company. Suitable lands are being identified to set up the facilities for the engineering business which will be completed soon. The growing demand for power sector provides ample opportunities for the diversified business.

04. State of Companys Affairs :

The erosion of net worth was more than 50% and hence your company continues to report the fact of such erosion to BIFR, U/s 23 of SICA.

05. Finance: The existing facilities for the textile business with State Bank of India will be paid off and fresh facilities will be obtained for the diversified business.

06. Directors:

Shri.V.Bharathi and Shri T. S. Prabhu Rajan retiring by rotation at this meeting and being eligible, offer themselves for re-appointment. They have given intimation in the prescribed form U/s.274(1)(g)of the Companies Act, 1956. The above reappointments are included as items for the General meeting for sanction from members. No Director of the company is disqualified under Sec.274(1 )(g) of the Companies Act, 1956 from being reappointed as director of the company.

07. Corporate Governance :

The particulars required under clause 49(vii) of the Listing Agreement on Corporate Governance are furnished in the Annexure to this report. A certificate from the Auditors of the company regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement is attached to this report.

08 Auditors :

M/s.L.Pandurangan & Co., Chartered Accountants, Sri Rangam, Trichy 620 006, retire at the conclusion of this AGM and are eligible for reappointment.

09. Deposits :

Your company has not accepted any deposits from the public under Sec.58.A of the Companies Act., 1956.

10 Statutory Information :

None of the employees of the company drawn remuneration in excess of the limits prescribed U/s.217 (2A) of the Companies Act, 1956 during the year under report.

11 Energy Conservation, Technology Absorption And Foreign Exchange Earnings And Outgo :

The particulars required U/s.217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are furnished in the Annexure to this Report.

12 Directors Responsibility Statement:

1. Your Directors in terms of Sec.217 (2AA) of the Companies Act, 1956 confirm that: All applicable accounting standards have been followed in the preparation of the annual accounts for the financial year ended 31.03.2010 and proper explanatory statements added wherever necessary.

2. Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2010 and of the Losses of the Company for the financial year ended 31.03.2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts were prepared for the financial year ended 31st March, 2010 on a going concern basis.

13 Acknowledgement :

Your Directors wish to express their appreciation and gratitude to State Bank of India, the Central and State Governments and their agencies for their valuable assistance and co-operation that your company has been receiving from them. Your Directors wish to thank the shareholders for the confidence reposed by them. Your Directors place on record the involvement of employees in the operation of the company.



For and on behalf of the Board

Place : Trichy - 620 001. S. Kanagaraj

Date : 23.07.2010 Managing Director