Post on 08-May-2018
Annual Report 2013 - 14
BOARD OF DIRECTORS
THIRU.S.IYEMPANDI Managing Director
THIRU.N.K.S.KOLAPPAN Joint Managing Director
THIRU.A.PARAMASIVAM Director
DR.S.RAJAPANDIAN Director
THIRU.M.S.KRISHNAN Director
TMT. KARTHIGA KARTHIKEYAN Director
AUDITORS REGISTRAR & SHARE TRANSFER AGENT
M/s. RAMADOSS & Co M/s.CAMEO CORPORATE SERVICES LTD
Chartered Accountants “Subramanian Building”thNo.7, 1st Floor, 1, 5 Floor, Club House Road,
Hindi Prachar Sabha Street Chennai – 600 002.
T.Nagar, Chennai - 600 017 Phone: 044 – 64555838
Phone: 044 – 4212 9662 Fax: 044 – 2846 0129.
Email: ramadoss.company@gmail.com
BANKERS
State Bank of India, Chennai - 108
Indian Bank, Chennai - 32.
Axis Bank Limited, Chennai - 43.
REGISTERED OFFICEM/s. IYKOT HITECH TOOLROOM LIMITED
No.19, Block – 1, Sidco Electronics Complex,
Guindy, Chennai – 600 032.
Telefax: +91-44-2250 0280
Email: info@iykot.com/grc@iykot.com
Home Page: www.iykot.com
FACTORY
Unit - I Unit - II
M/s. IYKOT HITECH TOOLROOM LIMITED M/s. IYKOT HITECH TOOLROOM LIMITEDNo. 131/2, Thiruneermalai Road,
Nagalkeni, Chromepet, Chennai - 600 044. Nagalkeni, Chromepet
5C, Dr. Abdul Kalam Cross Street
Annual Report 2013 - 14
rdNOTICE is hereby given that the 23 Annual General Meeting of the shareholders of the
thcompany will be held on 27 , Saturday, September 2014 at 3.30 p.m. at HOTEL PALMGROVE, 13,Kodambakkam High Road, Chennai – 600 034, to transact the following business.
ORDINARY BUSINESS1. To receive, consider and adopt the
audited Balance Sheet as at 31st March, 2014 and the Statement of profit & loss account for the year ended on that date together with the reports of the Board of Directors and Auditors thereon.
2. To reappoint M/s. Ramadoss & Co, Chartered Accountants (Firm Regn. No. 019176), as statutory auditors of the Company to hold office from the conclusion of this AGM until the conclusion of twenty sixth consecutive AGM and to fix their remuneration and to pass the following resolution thereof.
“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, and pursuant to the recommendations of the audit committee of the Board of Directors, M/s. Ramadoss & Co, Chartered Accountants (Firm Regn. No. 019176) be and hereby appointed as auditors of the Company, to hold office from the conclusion of this AGM to the conclusion of twenty sixth consecutive AGM (subject to ratification of the appointment by the members at every AGM held after this AGM) and that the Board of Directors be and are hereby authorized to fix such remuneration as may
be determined by the audit committee in consultation with the auditors.”
SPECIAL BUSINESS
3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 161 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) Mrs.Karthiga Karthikeyan (holding DIN 00799559),who was appointed as additional Director of the Company by the Board of Directors of the Company with
steffect from 31 July 2014 and who holds office until the date of AGM, in terms of the aforementioned Section of the Companies Act 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mrs.Karthiga Karthikeyan as a candidate for the office of Director of the Company, be and is hereby appointed as a Director of the Company , liable to retirement by rotation.”
4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 150,152 and any other applicable provisions of the
2
NOTICE TO THE SHAREHOLDERS
IYKOT HITECH TOOLROOM LIMITEDRegd.office: No.19,block-I Sidco Electronics Complex, Thiru.vi.ka.industrial Estate, Guindy, Chennai - 32
Telefax : 044-22500280 Website: www.iykot.com email: info@iykot.com
CIN:L27209TN1991PLC021330
Annual Report 2013 - 14
Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013, Mr.Rajapandian Sivalingam T (holding DIN: 00749035), Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as an independent Director of the Company to hold office up to March 31, 2019, not liable to retire by rotation.”
5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 150,152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act 2013, Mr. Muthulingam Sivarama Krishnan (holding DIN: 01980260), Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as an independent Director of the Company to hold office up to March 31, 2019, not liable to retire by rotation.”
6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the
provisions of Section 149, 150,152 and any
other applicable provisions of the
Companies Act, 2013 and the rules made
there under (including any statutory
modification(s) or re-enactment thereof for
the time being in force) read with Schedule
IV to the Companies Act 2013,
Mr. Paramasivam Arunachala Devar
(holding DIN: 02474561), Director of the
Company and in respect of whom the
Company has received a notice in writing
from a member proposing his candidature
for the office of Director of the Company, be
and is hereby appointed as an independent
Director of the Company to hold office up to
March 31, 2019, not liable to retire by rotation.”
7. To consider and, if thought fit to pass
with or without modification(s), the
following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section
180(1)(c ) and any other applicable
provisions of the Companies Act, 2013 and
the rules made thereunder (including any
statutory modification(s) or re-enactment
thereof for the time being in force), the
Company hereby accords its consent to the
Board of Directors for borrowing any sums of
money from time to time from any one or
more persons, firms, bodies corporate,
banks or financial institutions whether by
way of cash credit, advance or deposits,
loans or bill discounting or otherwise and
whether unsecured or secured by mortgage,
charge, hypothecation or lien or pledge of
the Company's assets and properties
whether movable or stock-in trade (including
raw materials, stores, spare parts and
components in stock or in transit) and work-
in-progress or all or any of the undertakings
of the Company notwithstanding that the
monies to be borrowed together with monies
3
Annual Report 2013 - 14
already borrowed by the Company (apart
from temporary loans obtained from the
Company's bankers in the ordinary course
of business) will or may exceed the
aggregate of the paid-up capital of the
Company and its free reserves, that is to say,
reserves not set apart for any specific
purpose, but, so, however, that the total
amount up to which the monies may be
borrowed by the Board of Directors and
outstanding at any time shall not exceed the
sum of Rs.5 Crores (Rupees Five Crores
only)” over and above the aggregate of the
Paid up Capital and free reserve of the
Company.
8. To consider and, if thought fit to pass
with or without modification(s), the
following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section
180(1)(a) and any other applicable
provisions of the Companies Act, 2013 and
the rules made thereunder (including any
statutory modification(s) or re-enactment
thereof for the time being in force), consent
of the shareholders of the Company be and
is hereby accorded for creation by the Board
of Directors on behalf of the Company, of
such mortgages/ charges/ hypothecation
and floating charges (in addition to the
exis t ing mor tgages / charges /
hypothecation created by the Company in
favour of the lenders) in such form and in
such manner as may be agreed to between
the Board of Directors and the lenders, on all
or any of the present and future immovable
and / or movable properties of the
Company wherever situated, of every nature
and kind whatsoever to secure any Indian
Rupee or foreign currency loans,
Debentures, advances and all other moneys
payable by the Company to the lenders
concerned, subject, however, to an overall
limit of Rs.5 Crores (Rupees Five Crores only)
over and above the aggregate of the Paid up
Capital and free reserve of the Company of
loans or advances already obtained or to be
obtained from, in any form including by way
of subscription to debentures issued or to be
issued by the Company to, any financial
institution, bank, body corporate, company,
insurer or to the general public.”
9. To consider and if thought to fit to pass
with or without modification(s), the
following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to section
152(6) of the Companies Act, 2013,
Mr. Iyempandi Subbiah (DIN 00891670),
be and hereby reappointed as a director of
the Company and shall continue in the office
of the Managing Director, till the expiry of
the period of his tenure, as per his original
terms of appointment, on the same terms and
conditions, mentioned therein.”
“FURTHER RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with PART I AND PART II OF Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded to Mr.Iyempandi Subbiah (DIN:00891670) to act as Managing Director of the Company, for a residual period of 5 (five) years with ends on September 31,2015, on the existing terms and conditions including remuneration.”
4
Annual Report 2013 - 14
“RESOLVED FURTHER THAT the Board be
and is hereby authorized to do all acts and
take all such steps as may be necessary,
proper or expedient to give effect to this
resolution.”
10. To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 14 and all other
applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company;
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
11. To a p p o i n t M / s L a k s h m m i Subramanian & Associates, Practising Company Secretaries as Secretarial Auditors for the year ended March 31, 2015 and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the
provisions of Section 204 and all other
applicable provisions, if any, of the
Companies Act, 2013, M/s Lakshmmi
Subramanian & Associates, Practising
Company Secretaries, having office at
“Murugesa Naicker Complex, No.81,
Greams Road, Chennai-600006” be and is
hereby recommended for appointment as
Secretarial Auditors of the company in order
to furnish Secretarial Audit Report on and
from the financial year ending 31.03.2015
as required under the provisions of said
section on a remuneration to be fixed by the
Board of Directors.”
“RESOLVED FURTHER THAT the Board be
and is hereby authorised to do all acts and
take all such steps as may be necessary,
proper or expedient to give effect to this
resolution.”
NOTES:
1. A member entitled to attend and vote,
at the meeting is entitled to appoint a
proxy to attend and vote instead of
himself and the proxy need not be a
member of the company.
2. The instrument appointing proxy (duly
completed, stamped and signed) in
order to be effective must be deposited
at the registered office of the company
not less than 48 hours before the rdcommencement of the 23 Annual
General Meeting of the company.
3. Corporate Members intending to send
their authorised representatives to
attend the Meeting are requested to send
a duly certified copy of Board
Resolution on the letterhead of the
Company, signed by one of the
Directors or Company Secretary or any
other authorized signatory and / or duly
5
Annual Report 2013 - 14
notarized Power of Attorney, authorizing
their representatives to attend and vote
on their behalf at the Meeting.
st4. With effect from 1 April 2014, inter alia, provisions of Section 149 of Companies Act, 2013 has been brought into force. In terms of the said section read with section 152 (6) of the Act, the provisions of retirement by rotation are not applicable to Independent Directors. Profile of Directors seeking appointment / re-appointment as stipulated in terms of Clause 49 of the listing agreement with the stock exchanges is provided in the explanatory annexed to this notice.
5. The equity shares of the Company are listed on Bombay Stock Exchange Limited
6. The Register of Members and Share Transfer books of the Company will remain closed from 14.09.2014 to 27.09.2014 (both days inclusive).
7. Members holding shares in physical form, in multiple folios in identical names or joint accounts in the same order or names, are requested to send their share certificates to the Company's Registered Office at No.19, Block -I SIDCO Electronics Complex, Thiru.Vi.Ka.Industrial Estate, Guindy, Chennai - 600032 for consolidation into one folio.
8. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their
Depository Participants, with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advice any change in their address immediately to the Company/ Registrar and Transfer Agent, M/s. Cameo Corporate Services Limited.
9. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company's Registrar and Transfer Agent, M/s. Cameo Corporate Services Limited In respect of shares held in electronic / demat form, the nomination form may be filed with the respective Depository Participant.
10. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrars and Transfer Agents, M/s. Cameo Corporate Services Limited.
11. The Explanatory Statement as required
under section 102 of the Companies
Act, 2013 in respect of Special
Business(s) is attached herewith.
6
By Order of the BoardFor Iykot Hitech Toolroom Ltd
(S.IYEMPANDI)
Managing DirectorPlace: Chennai
Date : 31.07.2014
Annual Report 2013 - 14
Item No: 3
Mrs.Karthiga Karthikeyan (holding DIN
00799559) joined the Board of Directors of the stCompany on 31 July 2014 as an additional
director of the Company. She holds
directorship in Agisca Technologies Ltd. She
holds 91920 shares in the Company.
Mrs Karthiga Karthikeyan joined the Board of
Directors of the Company of the Company as
an additional Director. She holds office until
the ensuing AGM.A notice in writing has been
received from a member under Section 160 of
the Companies Act, 2013 signifying his
intention to propose
Mrs.Karthiga Karthikeyan as a candidate for
the office of Director of the Company along
with the Refundable Deposit of Rs.1,00,000/-,
as required under section 160 (1) of the
Companies Act, 2013.
The Board considers that his continued
association would be of immense benefit to the
Company and it is desirable to continue to
avail services of Mrs.Karthiga Karthikeyan as a
Director. Accordingly, the Board recommends
the resolution in relation to appointment of
Mrs.Karthiga Karthikeyan, as a Director, for
the approval by the shareholders of the
Company.
Except Mrs.Karthiga Karthikeyan, being an
appointee and Mr. Iyempandi Subbiah, being
a relative of the appointee none of the Directors
and Key Managerial Personnel of the
Company and their relatives are concerned or
interested, financially or otherwise, in the
resolution set out at Item No.3. This
Explanatory Statement may also be regarded
as a disclosure under Clause 49 of the Listing
agreement with the Stock Exchange.
Item no: 4 to 6
Your Board is of the opinion that all of the
Independent Directors fulfill the conditions
specified in the Act for appointment as
Independent Directors of the Company.
Section 149 of the Act inter alia stipulates the
criteria of Independence should a company
propose to appoint an Independent Director
on its Board. As per the said Section 149, an
Independent Director can hold office for a term
up to 5 (five) consecutive years on the Board of
a company and he shall not be included in the
total number of Directors for retirement by
rotation. In terms of Section 149 and any other
applicable provisions of the Companies Act,
2013, the Directors being eligible and offering
themselves for appointment, is proposed to be
appointed as an Independent Director for five
consecutive years for a term upto 31st March,
2019 and shall not be liable to retire by
rotation. A notice has been received from
members proposing Mr.Rajapandian
Sivalingam T, Mr. Muthulingam Sivarama
Krishnan and Mr. Paramasivam Arunachala
Devar as a candidate for the office of Director
of the Company along with the Refundable
Deposit of Rs.1,00,000/- each.
Based on the declaration received from the
appointee Directors and in the opinion of the
Board, the above Directors, fulfils the
conditions specified in the Companies Act,
2013 and rules made thereunder for their
appointment as Independent Directors of the
Company and they are independent of the
management. Copy of the draft letter for
7
Explanatory Statement pursuant to Section 102(1)of the Companies Act, 2013:
Annual Report 2013 - 14
appointment of all the Directors, as
Independent Directors setting out the terms and
conditions would be available for inspection
without any fee by the members at the
Registered Office of the Company during
normal business hours on any working day,
excluding Saturday.
Accordingly the Board has recommended for
approval of the shareholders, under agenda
item nos.4 to 6 of the accompanying notice,
the classification of the aforementioned
Directors also as Independent Directors
pursuant to Section 149 of the Companies Act,
2013 read with rules made thereunder, with
their respective term of Office upto a five years stwith effect from 1 April, 2014.
Concerned Directors are interested in their
respective resolutions being related to their
own appointments. Other than the aforesaid,
none of the Directors and Key Managerial
Personnel of the Company and their relatives
are concerned or interested in the resolutions
as set out in item Nos. 4 to 6 of the
accompanying notice. None of the Directors
are related inter se to each other.
This explanatory Statement may also be
regarded as a disclosure under Clause 49 of
the Listing Agreement with the Stock Exchange.
Item No: 7 & 8
As per Section 180(1)(c) and Section 180 (1)
(a) of the Companies Act,2013 if the
Company intends to borrow money which
exceeds the aggregate of paid-up capital and
free reserves , the consent of shareholders is
required.
Therefore the Board recommends to the
shareholders to pass a special resolution under
Section 180(1)(c) and Section on 180(1)(a) of
the Companies Act, 2013, since the Company
has proposals to expand the business activities
to a larger extent. Since borrowings from
banks, financial institutions etc, the term Loans
are to be secured by mortgage / charge of the
immovable / movable properties of the
Company, present and future.
Accordingly, the proposed resolution is placed
before the shareholders for their approval.
None of the Directors and Key Managerial
Personnel of the Company and their relatives is
concerned or interested, financially or
otherwise, in this resolution.
Item No.9:
Mr.Iyempandi Subbiah is a Managing
Director of the Company. He retires by rotation
at the ensuing Annual General Meeting of the
Company as a Director of the Company.
However his term as Managing Director in the
Company comes to an end on September 29,
2015.Since he is also a Key Managerial
Personnel and as he is above 70 years of age
the consent of the shareholders by way of
special Resolution is required for the
continuance of his position as Managing
Director. He has been associated with the
Company as Managing Director since 1991.
During his tenure as Managing Director the
company has made steady progress. Due to
the above rotation under the Companies
Act,2013,his term as Managing Director shall
be continued and not construed as a gap since
subjected to rotation.
Mr.Iyempandi Subbiah is interested in the
resolution set out respectively at Item No. 9 of
the Notice
Except Mr. Iyempandi Subbiah being an
appointee and Mrs. Karthiga Karthikeyan,
8
Annual Report 2013 - 14
being a relative of the appointee none of the
other Directors / Key Managerial Personnel of
the Company / their relatives are, in any way,
concerned or interested, financially or
otherwise, in these resolutions.
The Board commends the Special Resolution
set out at Item No.9 of the Notice for approval
by the shareholders.
Item No: 10
The existing AoA of the Company is based on
the Companies Act, 1956 and several
regulations in the existing AoA contain
references to specific sections of the
Companies Act, 1956 and some regulations in
the existing AoA are no longer in conformity
with the Companies Act 2013 (“The Act”).
The Act is now largely in force. On September
12, 2013, the Ministry of Corporate Affairs
(“MCA”) had notified 98 Sections for
implementation. Subsequently, on March 26,
2014, MCA notified most of the remaining
Sections (barring those provisions which
require sanction / confirmation of the National
Company Law Tribunal (“Tribunal”) such as
variation of rights of holders of different classes
of shares (Section 48), reduction of share
capital (Section 66) , compromises,
arrangements and amalgamations (Chapter
XV) , prevention of oppression and
mismanagement (Chapter XVI), revival and
rehabilitation of sick companies (Chapter XIX),
winding up (Chapter XX) and certain other
provisions including, inter alia, relating to
Investor Education and Protection Fund
(Section 125) and valuation by registered
valuers (Section 247). However, substantive
sections of the Act which deal with the general
working of companies stand notified.
With the coming into force of the Act several
regulations of the existing AoA of the
Company require alteration or deletions in
several articles. Given this position, it is
considered expedient to wholly replace the
existing AoA by a new set of Articles.
The proposed new draft AoA is would be
available for inspection without any fee by the
members at the Registered Office of the
Company during normal business hours on
any working day, excluding Saturday.
The Board commends the Special Resolution
set out at Item No.10 of the Notice for approval
by the shareholders.
None of the Directors / Key Managerial
Personnel of the Company / their relatives are,
in any way, concerned or interested,
financially or otherwise, in the Special
Resolution set out at Item No. 10 of the Notice.
Item No: 11
In terms of Section 204 of the Companies
Act,2013 all listed Companies are mandated
to appoint a Company Secretary in Whole
Time Practice for the purpose of obtaining
Secretarial Audit Report on and from the
financial year ending 31.03.2015.
Hence the resolution for appointing
M/s.Lakshmmi Subramanian & Associates,
Practising Company Secretaries, Chennai is
being placed before the shareholders for
approval.
None of the Directors and Key Managerial
Personnel of the Company and their relatives is
concerned or interested, financially or
otherwise in the resolution set out at Item
No.11
9
Annual Report 2013 - 14
10
Deta
ils
of
Dir
ect
ors
Seekin
g A
pp
oin
tmen
t/Re-a
pp
oin
tmen
t at
the A
nn
ual G
en
era
l M
eetin
g
Parti
cula
rsIte
m N
o.4
Date
of B
irth
Nam
e
Date
of A
ppoi
ntm
ent
Qual
ifica
tion
Expe
rtise
in
spec
ific
func
tiona
l ar
eas
Dire
ctors
hips
hel
d in
oth
erco
mpa
nies
(exc
ludi
ngfo
reig
n co
mpa
nies
)
Mem
bers
hips
/Cha
irman
ship
s of
com
mitt
ees o
f oth
er co
mpa
nies
(in
clude
s onl
y Au
dit C
omm
ittee
and
Shar
ehol
ders
/Inv
esto
rs
Grie
vanc
e Co
mm
ittee
)
Num
ber o
f sha
res h
eld
in th
e Co
mpa
ny
Inte
r se
rela
tions
hip
with
an
y Di
recto
r
Mr.R
ajap
andi
an S
ival
inga
m T
01/0
6/19
42
30/0
6/20
0631
/07/
2014
B.E.
(Ele
c), M
.E.,(
HV) a
nd D
octo
rate
in
H.V
.(Eng
g) fr
om In
dian
Insti
tute
of S
cienc
e,
Bang
alor
e.
He h
as w
ide
expe
rienc
e in
m
anuf
actu
ring
of e
lectr
ic co
mpo
nent
(c
apac
itor)
and
spec
ializ
ed i
n th
e fie
ld o
f Ele
ctrica
l Eng
inee
ring
in e
nerg
y sa
ving
. He
has
his
own
unit
man
ufac
turin
g
powe
r cap
acito
r an
d wa
s Prin
cipal
of
Pani
mal
ar E
ngin
eerin
g Co
llege
, Ch
enna
i. No
w he
is co
nsul
tant
to
JPAR
Gro
up o
f Eng
inee
ring
Colle
ges.
Nil
Nil
1200 Nil
Item
No.
5
Mr.M
uthu
linga
m S
ivar
ama
Krish
nan
17/0
2/19
42
14/0
5/20
09
Grad
uate
in E
ngin
eerin
g (1
966,
Mad
ras U
nive
rsity
)
He co
mes
with
a ri
ch e
xper
ienc
e of
45 y
ears
in M
anag
emen
t of
Air P
orts,
Com
mun
icatio
n an
d Ci
vil a
viat
ion.
Nil
Nil
Nil
Nil
Item
No.
3
Mrs
.Kar
thig
a Ka
rthik
eyan
14/0
6/19
77
B.Sc
., B.
Ed
Six
year
s exp
erie
nce
in
Mar
ketin
g So
ftwar
e re
late
d pr
oduc
ts an
d lo
okin
g af
ter
finan
ce o
f the
Ag
isca
Tech
nolo
gies
Ltd
Agisc
a Te
chno
logi
es L
td
Nil
9192
0
Daug
hter
In L
aw o
f Man
agin
g Di
recto
r
Annual Report 2013 - 14
11
Deta
ils
of
Dir
ect
ors
Seekin
g A
pp
oin
tmen
t/Re-a
pp
oin
tmen
t at
the A
nn
ual G
en
era
l M
eetin
g
Parti
cula
rs
Date
of B
irth
Nam
e
Date
of A
ppoi
ntm
ent
Qual
ifica
tion
Expe
rtise
in
spec
ific
func
tiona
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Annual Report 2013 - 14
Your Directors have great pleasure in rdpresenting their 23 Annual Report and the
Audited accounts of the company for the year ended 31st March 2014.
1.0 FINANCIAL RESULTS___________________________________Year ended 31.03.2014 31.03.2013___________________________________Profit & Loss before interest and depreciation 41.45 18.96
Interest 12.78 15.67
Depreciation 24.91 21.59Deferred tax asset/liability (2.05) 1 .19Profit and Loss after interest and depreciation 1.71 (19.49)Provision for taxation 0.70 -Profit / (Loss) after taxation 1.01 (19.49)Balance Brought Forward
from Previous year (44.29) (24.80)Balance carried to
Balance Sheet (43.28) (44.29)___________________________________2.0 DIVIDEND:Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the
stcompany for the year ended 31 March 2014.
3.0 AUSTERITY MEASURES:The Company continues to pursue austerity measures to achieve cost reduction.
4.0 CORPORATE GOVERNANCEAs per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.
5.0 TRADING IN THE SHARES / DEMAT OF SHARESYour shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.Your shares are traded at Bombay Stock Exchange.
6.0 DIRECTORSThe Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Rajapandian Sivalingam T, Mr.Muthulingam Sivarama Krishnan and Mr.Paramasivan Arunachala Devar as Independent Directors of the Company. The Company has received declarat ions from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, M r. R a j a p a n d i a n S i v a l i n g a m T, Mr. Muthulingam Sivarama Krishnan and Mr. Paramasivan Arunachala Devar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.
Mrs. Karthiga Karthikeyan was appointed as an additional Director of the Company with effect from 31st July 2014 and holds office till the Conclusion of this Annual General Meeting. A notice has been received from the Member of the Company signifying his intention to propose Mrs.Karthiga Karthikeyan as a candidate for the office of Director of the Company under Section 160(1) of the Companies Act, 2013 and liable to retire by rotation.
Mr.Iyempandi Subbiah Director of the Company retires by rotation and being
12
DIRECTOR'S REPORT
Annual Report 2013 - 14
eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.
7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.
During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.
8.0 FIXED DEPOSITS:The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.
9.0 COMPANY SECRETARY:Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.
10.0 AUDITOR'S REPORT
With reference to point no.2(d) and point no.viii of the Auditor's Report we would like to furnish our reply as under:
(i) Non provision of gratuity and leave encashment : According to the management considering the number of employees, we are of the opinion, the leave encashment and gratuity will be accounted on cash basis.
(ii) Internal Audit : The company's average annual turnover has exceeded Rs. 5.0 crores, in the financial year 2013 - 2014. Hence the company will be appointing internal auditor in the financial year 2014-2015
11.0 AUDITORSThe Auditors, M/s. Ramadoss & Co., Chartered Accountants, Chennai hold office up to the date of the ensuing Annual General Meeting and are eligible for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ramadoss & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.
12.0 MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT.The company is in the business of manu fac t u r i ng p la s t i c mou lded components for white goods, automobile and entertainment, electronics. The company has it factory at Unit-1 No.131/2, Thiruneermalai Road, Nagalkeni, Chromepet, Chennai - 600044, Unit 2 No. 5C, Dr. Abdul Kalam Cross Street, Nagalkeni, Chromepet, Chennai - 600044.
PRODUCT RANGE:The company manufactures moulded components from 200 grams to 3000 grams of different sizes. It has installed seven (7) moulding machines in this facility of capacity ranging from 150 Tons to 850 Tons.
QUALITY CONTROL:The company has initiated a two tier quality control system for all its products. The supervisors and operators check the quality of the product as it comes out of the machines. Any defect in the product for deformation, color mismatch or faded color identified, declared defective and sent to reprocessing.
In the second stage a separate inspectors checks for this dimension and fitment of the product and then affix his seal of approval.
MARKETING:The company visits every other plastic component user on a regular basis and tries to add them as customer and then try to retain them by timely supply with quality products.
OPPORTUNITY AND THREAT :The growth of Chennai as a automobiles and white goods manufacturing centre generates lot of opportunities for plastic component manufactures like our company. However a 40% power cut plus evening peak hour restrictions between (06.00 p.m. to 10.00 p.m.) for the last four years put untold miseries for all plastic manufactures. It is very difficult to meet the existing demand. The company resort to generate power using a generator which is
13
Annual Report 2014 - 14
prohibitively expensive. This prevent us from making use of the opportunities. However the good news is ,the power cut has been revoked from June 2014 and we are in taking up marketing of our service to new areas.
OUTLOOK:The general manpower problem affecting all manufacturing industries is a cause for worry for the company. The all round increase in price and the salary level prevalent due to growth of I.T. Industries in and around Chennai, is affecting the profit margin of the company. The labour turnover and non availability of unskilled and semi skilled labour is another area of concern. The migrant labour from other part of India gives some relief but causes problems also.
RISK AND CONCERNThe main raw material used is ABS. The price of raw material is highly fluctuating according to the price of crude price. However, we have an agreement with our customers to increase/decrease the price as and when the raw material price change.
D I S C U S S I O N O N F I N A N C I A L PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:The company made a turn over of Rs.984.95 lakhs and a net profit of Rs.-1,01,270.40 after tax. The management is trying every means turn around the company by adopting cost cutting methods in addition by getting more job orders from the market.
13.0 RESPONSIBILITY STATEMENTTo the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:
(a) That in the preparation of the annual accounts for the year ended March
st31 2014, the applicable accounting standards have been followed along with proper explanation.
(b) That such accounting policies as mentioned in schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of
stthe financial year ended on March 31 2014 and of the profit/loss of the company for that year;
(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the C o m p a n i e s A c t , 1 9 5 6 , f o r safeguarding the assets of the company and to prevent and detect fraud and other irregularities;
(d) That the Annual accounts for the year stended 31 March 2014 have been
prepared on a going concern basis.
14.0 CORPORATE GOVERNANCE
A separate detailed corporate governance report is attached herewith.
15.0 COMPLIANCE CERTIFICATE: As per the provisions of Section 383A of the Companies Act, 1956, a compliance certificate from a Company Secretary in whole time practice is annexed hereto which forms part of this Report.
ACKNOWLEDGEMENTSThe Directors wish to place on record their appreciation of the continuous support received by the Company from the i n v e s t o r s , p a r t i c i p a t i n g B a n k s , Central/State Government departments, its Customers and Suppliers.
14
Place : Chennai
Date : 31.07.2014
S. IYEMPANDIManaging Director
Annual Report 2014 - 14
15
Information As Per Sec.217 (1) (E) read
with Companies (Disclosure Of
Particulars In The Report Of The Board Of
Directors) Rules, 1988, And Forming Part
Of The Directors Report For The Year st
Ended 31 March 2014.
A. CONSERVATION OF ENERGY
a) Energy conservation measures
taken: All steps have been taken into
conserve energy at all levels.
b) Additional Investment Proposals: NIL
c) Impact of above measures on energy
consumption:
d) Total energy consumption and
energy consumption per unit of
production as per Form A :
NOT APPLICABLE.
B. TECHNOLOGY ABSORPTION
I) As per Form B : NOT APPLICABLE.
II) Research and Development (R & D).
i) Specific areas in which Research and
Development carried out by the
Company: NIL.
ii) Benefits derived as a result of the
above Research and Development:
NIL.
iii) Future Plan of action – NIL
iv) Expenditure on Research and
Development at present percentage
of the turnover: NILa) Capitalb) Recurringc) Totald) Total Research and Development as a
percentage of turnover.
III.Technology, Absorption, Adoption
and Innovation:NOT APPLICABLE.
i) Efforts made
ii) Benefits derived
1) Production Improvement
2) Cost reduction
3) Import substitution
iii) Technology imported
iv) Year of Report
v) Has technology been fully absorbed
If not fully absorbed areas where this has
not been reasons therefore and future
plans of action.
C. FOREIGN EXCHANGE EARNINGS
AND OUTGO 2013-14 2012-13
1) Earnings in Foreign Exchange NIL Nil
2) Expenditure in Foreign Currency NIL ̀ 1,48,032/-
3) CIF Value of Import. ̀ 4,31,424/- ̀ 18,99,000/-
ANNEXURE TO THE DIRECTOR'S REPORT
Place : Chennai
Date : 31.07.2014
S. IYEMPANDI
Managing Director
Annual Report 2014 - 14
Registration No. 18-021330
Authorized Capital: Rs. 110,000,000/-
To,
The Members,
M/s. IYKOT HITECH TOOLROOM LIMITED
We have examined the registers, records, books and papers maintained by M/s. IYKOT HITECH TOOLROOM LIMITED ('the Company') as required under the Companies Act, 1956 / Companies Act, 2013 (the Act) and the Rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial Year ended on 31st March, 2014. In our opinion and to the best of our information and according to the examinations carried out by us, i n f o r m a t i o n , e x p l a n a t i o n s a n d declarations furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid Financial Year: -
1. The Company had not kept and maintained any statutory registers .
2. The Company had filed forms and returns as stated in Annexure `A' with the Registrar of Companies during the Financial Year under review within the time given in the said annexure.
3. The Company being a Public limited company the applicability of Section 3(1) (iii) of Companies Act, 1956 does not arise.
4. The Board of Directors met 4 (Four) times on 25.05.2013, 31.07.2013, 30.10.2013 and 31.01.2014 in respect of which meetings the proceedings were recorded and signed in the Minutes Book maintained for that purpose.
5. The Company has opted to close its Register of Members and share transfer
books from 15.09.2013 to 28.09.2013 (both days inclusive) however the company had not complied with the provisions of section 154 of the companies Act, 1956 during the Financial Year under review.
6. The Annual General Meeting of the company for the Financial Year ended on 31.03.2013 was held on 28.09.2013 and the resolutions passed there at were recorded in Minutes Book maintained for the purpose.
7. No Extraordinary General Meeting was held during the Financial Year under review.
8. As per the informat ion and explanation given by the management, the Company had not granted any loans to directors or persons or firms referred in the provision of Section 295 of the Companies Act,1956 /Section 185 of the Companies Act 2013 during the year under review.
9. As per the informat ion and declaration given by the management and Accounting standards 18 certified by the directors, The Company had entered into contracts with the related parties specified under section 297 of the Companies Act, 1956. However the company has not obtained the approval from the Central Government.
10. The Company had not made necessary entries in the register maintained under section 301 of the Act.
11. In the opinion of the Management, as there was no instance falling within the purview of section 314 of the Companies Act, 1956, the question of obtaining any approval from the Board of Directors, members, Central Government during the Financial Year under review does not arise.
12. The Board of Directors had received requests for approval of issue of duplicate share certificates during the Financial Year under review.
16
COMPLIANCE CERTIFICATE
Annual Report 2014 - 14
13. The Company, during the Financial Year under review, had:
(i) Delivered all share certificates on lodgement thereof for transfer/ transmission of shares and there was no allotment of shares during the financial year under review.
(ii) Not declared dividend/interim dividend during the Financial year under review and hence the question of opening a separate bank account within the stipulated period does not arise.
(iii) Not declared dividend/ interim dividend and hence the question of payment/ posting of warrants within the stipulated time and transfer of unpaid /unclaimed dividend to “unclaimed dividend account” of the Company does not arise.
(iv) During the financial year, the Company has not kept funding pending for disbursement in the nature of unpaid dividend, application money due to refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years, to be transferred to Investor education and protection fund.
(v) Fairly complied with the requirements of section 217 of the Companies Act, 1956.
14. The Board of Directors of the Company is generally well constituted, and no fresh appointment of additional director, alternate directors and directors to fill casual vacancy has been made during the financial year under review.
15. The Company has not appointed any Managing Director or Whole Time Director or Manager during the financial year under review.
16. The Company had not made any appointment of sole-selling agents during the financial year under review.
17. The Company had no transaction, which necessitated the Company to seek
any approval from the Regional Director, Registrar of Companies, Central Government or such other authorities during the financial year under review subject to Point No. 9.
18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.
19. The Company had not made any issue of shares/debentures/other securities during the financial year under review.
20. The Company had not bought back shares during the financial year under review.
21. The Company had not issued any Preference Shares/ debentures; hence the question of redeeming any preference shares / debentures does not arise.
22. During the financial year under review the company had not kept in abeyance right to dividend, rights shares and bonus shares pending registration of transfer of shares.
23. According to the information and explanation given by the management, the Company had not accepted any deposits from the public and outsiders, except unsecured loans from directors during the financial year and hence the question of complying with the provision of Sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975 does not arise.
24. The amount borrowed by the company from Bank and Directors during the financial year under review is within the borrowing limits fixed by the Board of Directors of the Company. Since, the amount borrowed is less than the prescribed limits, the Compliance with the provision of Section 293 (1) (d) of companies Act, 1956 and section 180 (1) (c) of the companies Act, 2013 does not arise.
17
Name of the Document Date of Event Date of filing Due Date Remarks
On Time
On Time
On Time
Belated
27.11.2013
28.10.2013
28.10.2013
13.05.2013
23.11.2013
27.10.2013
27.10.2013
07.06.2013
28.09.2013
28.09.2013
28.09.2013
13.04.2013
Form 20 B Annual Return
Form 23 AC& ACA Balance Sheet (XBRL)
Form 66 Compliance Certificate
Form 32
Annual Report 2014 - 14
25. According to the information and explanation given by the management, the C o m p a n y h a s n o t m a d e a n y loans/investments or given guarantees or provided securities to other bodies corporate during the financial year under review. Hence compliance with the provision of section 372A of the Companies Act, 1956 does not arise.
26. The Company had not altered the provisions of the memorandum with respect to situation of the company's registered office from one state to another during the financial year under review.
27. The Company had not altered the provisions of the memorandum with respect to the objects of the company during the financial year under review.
28. The Company had not altered the provisions of the memorandum with respect to name of the company during the financial year under review.
29. The Company had not altered the provisions of the memorandum with respect to share capital of the company during the financial year under review.
30. The Company had not altered its
articles of association during the financial year under review.
31. As per the information, explanations and declaration given by the management, no prosecution had been initiated against the Company or no show cause notices had been received by the company for any alleged offences under the Act and consequently the question of fine or penalties does not arise.
32. During the financial year under review the Company had received security deposits from its employees pursuant to the provisions of Section 417(1) of the Companies Act 1956 the same has not been deposited with any scheduled bank. Hence not complied with the provisions of the Companies Act, 1956.
33. According to the information and e x p l a n a t i o n s f u r n i s h e d b y t h e management, The Company has not constituted its own provident fund account pursuant to section 418 of the Companies Act, 1956. However the Company has been regular in depositing both employers and employees contribution to Provident fund with the prescribed authorities pursuant to the provisions of the Act.
18
Place: ChennaiDate:
Signature: Name of Company Secretary: LAKSHMMI SUBRAMANIAN
C. P. No.: 1087
Forms and Returns as filed by the Company with the Registrar of Companies,during the financial year ending on 31st March 2014
Annexure A
Annual Report 2013 - 14
19
1.0 Company's Philosophy on Code of Governance:
Our philosophy on Code of Governance is aimed at safeguarding and adding value to the interest of the various stakeholders of our company including shareholders, lenders, employees and Public at large. At IYKOT HITECH TOOLROOM LTD, we are committed to Good Corporate Governance to ensure that all functions of the Company are discharged in a professionally sound and competent manner. Given below is the requisite information relating to corporate functioning of your Company at apex level for the purposes of due transparency on this aspect.
2.0. Board of Directors: Composition and category of Board of Directors.
The Board of Directors of the company comprises of Executive, Non-Executive and Independent Directors. In all there are five Directors, two Executive and Three Non-Executive Independent Directors.
stAs on 31 March 2014, the Board of Directors of the Company met the stipulated requirements of Clause 49 of the Listing Agreement of the Stock Exchanges. The Board is responsible for the management of the business and meets regularly for discharging its role and functions.
2.1. Number of Board Meetings:
The Board of Directors met 4 times during the Financial Year 2013-2014.
1) Board Meeting held on 25.05.2013
2) Board Meeting held on 31.07.2013
3) Board Meeting held on 30.10.2013
4) Board Meeting held on 31.01.2014
The composition and membership on other Boards, Committees of Directors and attendance of Directors at the Board of Directors Meetings held during the Financial Year 2013-2014 and the last AGM held on 28.09.2013 is given below.
REPORT ON CORPORATE GOVERNANCE
1.
2.
3.
4.
5.
Thiru.S.Iyempandi
Thiru.N.K.S.Kolappan
Thiru.A.Paramasivam
Dr.S.Rajapandian
Thiru.M.S.Krishnan
Promoter / Executive
Promoter / Executive
Non Executive Independent
Non Executive Independent
Non Executive Independent
4
4
3
4
2
Yes
Yes
Yes
Yes
Yes
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Committee Chairmanships
(other than IYKOT)
Committee Memberships
(other than IYKOT)
OtherDirector
-ship
Last AGM
Board Meeting
Number of Directorships inother Public Companies and
Committee Members / Chairmanship
Attendance Particulars
CategoryName of DirectorSl.No.
Annual Report 2013 - 14
3.0 Board Committees:
In accordance with the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges the following Committees has been constituted.
3.1 Audit Committee:
The Audit Committee has been constituted in line with the Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. The Committee is headed by Dr.S.Rajapandian and at present consists of Thiru.A.Paramasivam, Thiru.N.K.S.Kolappan and Thiru.M.S.Krishnan
Terms of reference: Terms of reference of the Audit Committee included the followings:
3.2 Remuneration Committee:has also set up a Remuneration Committee of Directors, consisting of Thiru.A.Paramasivam, Chairman, and Dr.S.Rajapandian as members of the committee.
Terms of reference: The main criteria for fixing remuneration of the Directors is performance and also the practices in the industry. The terms of reference of the Remuneration Committee include review and recommendation to the Board of Directors, the remuneration to be paid to the Directors. The Committee meets as and when required to consider remuneration of Directors. No remuneration committee meeting was held during the period under review.
i) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible.
ii) Recommending to the Board, the appointment, re-appointment and if required, the replacement
The Company
i) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible.
ii) Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditors and the fixation of audit fees.
iii) Approval of payment to statutory auditors for any other services rendered by them.
During the financial year four Audit Committee meetings were held on the following dates:
1. 25th May 20132. 31st July 2013.3. 30th October 20134. 31st January 2014
or removal of the statutory auditors and the fixation of audit fees.
iii) Approval of payment to statutory auditors for any other services rendered by them.
Remuneration Policy:
The remuneration of the Executive Directors is recommended by the Remuneration committee, based on criteria such as industry benchmarks, the Company's performance vis-à-vis the industry and responsibilities shouldered. The Company pays remuneration by way of salary and perquisites to its Executive Directors. The Non-Executive Directors are not paid any remuneration except sitting fees. Further the company has not entered into any pecuniary relationship or transactions with the Non-Executive Directors.
The details of the remuneration paid/payable to the Directors during the Financial Year 2013- 2014, shareholding and relationship with Directors are as under:
20
The Attendance of Directors at the Audit Committee Meetings held during the year 2013-2014 is given below:
Dr.S.Rajapandian
Thiru.N.K.S.Kolappan
Thiru.A.Paramasivam
Thiru.M.S.Krishnan
Chairman
Member
Member
Member
4
4
4
4
4
4
3
2
Meetings AttendedMeetings Held
Attendance ParticularsCategory of
MembershipName of the Director
Thiru.S.Iyempandi
Thiru.N.K.S.Kolappan
Thiru.A.Paramasivam
Dr.Rajapandian
Thiru.M.S.Krishnan
1338052
1345782
-
-
-
-
-
-
-
-
-
-
21000
21000
14000
140520
169920
-
1200
-
Name of the Director Salary & Perquisites (Rs.)
Sitting Fees (Rs.)
No. of shares held as on 31.03.2014
Relationship with Directors
Annual Report 2013 - 14
3.3. Shareholders/Investors Grievance and
Share Transfer Committee:
The Committee consists of Dr.S.Rajapandian,
Thiru.S.Iyempandi and Thiru.N.K.S.Kolappan.
Thiru.N.K.S.Kolappan functions as Compliance
Officer. Email Id: grc@iykot.com
Terms of reference: The scope of the Committee is
to look in to the Shareholders/Investors complaints
/ Grievances relating to transfer of shares, non
receipt of Balance Sheet, non receipt of declared
dividends, Issue of Duplicate Share Certificates
and the performance of the Registrars and Share
Transfer Agents. In addition, the Board shall also
from time to time provide requisite guidelines /
scope of work for the Grievance Committee and
the Committee will discharge such other functions
as are required under the provisions of the Listing
Agreement and the Companies Act, 1956.
The Company received only 16 transfers for 3960
shares during April 2013 to March 2014 which
has been approved and transferred.
4.1. Special Resolution Passed in the Past
three AGM's:-
2013-2012 : Nil
2011-2012 : Nil.
2010-2011 : Nil.
During the financial year the Share Transfer
Committee Meetings were held on the following
dates.
1. 12th April 2013
2. 30th April 2013
3. 10th May 2013
4. 21st June 2013
5. 15th October 2013
6. 21st October 2013
7. 11th November 2013
8. 17th January 2014
3.4. Shareholders queries received and
replied in 2013-2014.
During the Financial Year 2013-2014, no
complaints were received from shareholders and
were replied /redressed to the satisfaction of the
investors. There are no complaints pending as on
date of this report. There were no share transfers
pending registration as at 31st March 2014.
21
4.0 General Body Meetings:
The particulars of Annual General Meetings held during the last three years are as under:
2013 - 12
2011-12
2010-11
Year
3
4
4
No. of Resolution Passed
28.09.2013
at 3.30 p.m.
29.09.2012
at 03.30 p.m
30.09.2011
at 03.30 p.m
Date & Time
Hotel Palm Grove
No.13, Kodambakkam High Road,
Chennai – 600 034.
Hotel Palm Grove
No.13, Kodambakkam High Road,
Chennai – 600 034.
Hotel Palm Grove
No.13, Kodambakkam High Road,
Chennai – 600 034.
Venue
Annual Report 2013 - 14
4.2 Postal BallotNo resolution were passed through Postal Ballot during the financial year under review.
5.0 Disclosures
i) During the year 2013-14, the Company had no major related party transactions, which are considered to have potential conflict with the interests of the Company at large.
ii) No penalty / stricture was imposed on company by the stock exchanges, SEBI or any other authority or any matter related to capital market during the year.
iii) The company does not have a whistle blower policy and no employee has been denied access to approach the audit commit to report any serious concerns.
iv) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements: The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement.
5.1 Code of Conduct
Your company has always encouraged and supported compliance to ethical business practices in personal and corporate behavior by its employees. Your company in order to further strengthen corporate governance practices has framed a specific code of conduct, for the members of the Board of Directors and Senior Management Personnel of the company.
6.0 Means of Communication:
The quarterly results, half yearly results and Annual results are published by the Company in News Today and Maalai Sudar. The results are also
sent to the Stock Exchanges where the Company's shares are listed. The results are also hosted on your website www.iykot.com.
7.0 Management Discussion and Analysis Report:
A management discussion and analysis report forms part of the Director's Report under the caption Directors Responsibility Statement.
8.0 General Share Holder Information:8.1 Annual General Meeting
Date &Time : 27th September, 2014 at 03.30 P.M.
Venue : HOTEL PALMGROVE13, Kodambakkam High Road, Chennai – 600 034.
8.2. Financial Calendar of the Company:
The Financial Year covers from 1st April to 31st March
Financial Reporting for 2014-15 (tentative)
Results for the quarter ending 30th June, 2014- 31th July, 2014
Results for the quarter ending 30th September, 2014 - 30th October, 2014
Results for the quarter ending 31st December, 2015 - 31st January, 2015
Results for the quarter ending 31st March, 2015- 30th May 2015
8.3 Book-Closure Date :
14.09.2014 to 27.09.2014 (Both Days Inclusive).
8.4. Dividend Date : Not Applicable.
8.5 Listing on the Stock Exchanges :Bombay Stock Exchange Ltd
8.6. Stock Code : BSE – 522245.
22
8.7 Bombay Stock Exchange: High and Low quotations of the Company's shares during the period 1st April 2013 to 31st March 2014:
MonthHigh Low
Share Price (Rs.)
Volume
April 2013May 2013June 2013July 2013August 2013September 2013October 2013November 2013December 2013January 2014February 2014March 2014
6.096.096.096.096.096.096.096.096.095.795.795.79
6.096.096.096.096.096.096.096.096.095.795.515.51
170170170170170170170170170602701701
Annual Report 2013 - 14
8.8. Registrar and Share Transfer Agents : M/s.Cameo Corporate Services Limited.“Subramanian Buildings” 5th Floor,1, Club House Road, Chennai- 600 002
8.9. Share Transfer System:
Presently the share transfer documents which are received by the Company are processed, approved and kept ready for Dispatch within 15 days from the date of the receipt.
8.10. Distribution of Shareholding as on 31.03.2014
10 – 5000
5001-10000
10001-20000
20001-30000
30001-40000
40001-50000
50001-100000
100001 & above
Total
6488
183
82
21
2
8
11
29
6824
95.08
2.68
1.20
0.31
0.03
0.12
0.16
0.42
100
1626387
228911
211300
109482
13320
71880
149280
3673440
6084000
26.73
3.76
3.47
1.80
0.22
1.20
2.45
60.38
100
Share or Debenture holding (Rs.)
No. ofShare Holders
% to Total Shares % to Total
8.11. Shareholding Pattern as on 31.03.2014:
Category No. of SharesHeld
Percentage of Share holding
A.PROMOTER HOLDING
1.Promoters
Indian Promoters 2895360 47.00
Foreign Promoters 224400
-
4.00
2.Persons acting in concert -
Sub-Total 3119760
51.00
B.Non-Promoters Holding
3. Institutional Investors
a. Mutual Funds and UTI
b.Banks, financial Institutions,
Insurance Companies (Central / State)
Govt.Institutions/Non-government Institution
13440 0.22
c. FIIs - -
Sub-Total 13440 0.22
4. a. Private Corporate Bodies 41840 0.68
b. Indian Public 2623360 43.12
c. Clearing Member -
-
d. Hindu Undivided Family 1920 0.03
e. NRI 80760 1.32
f. Directors & their relatives 202920 3.33
Sub-Total
2964240 49.00
Grand Total 6084000 100
23
Annual Report 2013 - 14
8.12. DEMAT ISIN NO.: The equity shares of the company have been admitted for dematerialization with NSDL and CDSL. The ISIN No. of the Company is INE079L01013. 44.89% of the Company's paid up Equity share capital has been dematerialised upto March 31, 2014.
8.13 Factory locations of the Company: Unit IM/s. IYKOT HITECH TOOLROOM LIMITEDNo.131/2, Thiruneermalai Road, Nagalkeni, Chromepet, Chennai – 600 044.Telefax: 044 - 4316 2280.
Unit IIM/s. IYKOT HITECH TOOLROOM LIMITED5C, Dr. Abdul Kalam Cross Street, Nagalkeni,Chromepet, Chennai - 600 044.
8.14. Address for Correspondence: M/s. IYKOT HITECH TOOLROOM LIMITEDNo.19, Block-I, Sidco Electronics Complex, GuindyChennai - 600032. Telefax : 044-2250 0280
DECLARATIONAs provided under Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all members of the Board and the Executives assured compliance with the code of conduct laid down.
Place: Chennai On behalf of the Board Date : 31.07.2014 For Iykot Hitech Toolroom Ltd
S.IYEMPANDI (Managing Director)
24
CEO/CFO CERTIFICATION:
In connection with the Audited Financial Results stfor the Financial Year ended 31 March, 2014,
We, S. IYEMPANDI, Managing Director and N.K.S.KOLAPPAN, Joint Managing Director certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading:
(ii) These statements together present a true and fair view of the Company's affair and are in compliance with existing accounting standards, applicable laws and regulations.
(b) To the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's code of conduct.
(c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to the financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee
significant changes in internal control over financial reporting during the year;
significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.
NAME: N.K.S.KOLAPPAN NAME: S.IYEMPANDIDESIGNATION : Joint Managing Director DESIGNATION : Managing Director
Annual Report 2013 - 14
AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THE
CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE
49 OF THE LISTING AGREEMENT.
To the Members of Iykot Hitech Toolroom Ltd
We have examined the Compliance of the conditions of Corporate Governance by Iykot Hitech stToolroom Ltd, for the year ended 31 March 2014, as stipulated in Clause 49 of the Listing
Agreement of the said Company with Stock Exchange.
The Compliance of the conditions of Corporate Governance is the responsibility of the
management. Our examination has been limited to the review of the procedures and
implementation thereof adopted by the Company for ensuring compliance with the conditions
of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information, and according to the explanations given to us,
and based on the representations made by the Directors and the Management, we certify that
the Company had complied with the conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement.
We state that such compliance is neither an assurance as to future viability of the company nor
of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
25
Place: Chennai
Date : 30.05.2014For Ramadoss & Co
Chartered Accountants,
Firm Regn.No.002879S
K.Ramadoss
Partner
Membership No.019176.
Annual Report 2013 - 14
26
to the Members of Iykot Hitech Toolroom Limited
Report on the Financial Statements
We have audited the accompanying financial statements of IYKOT HITECH TOOLROOM LIMITED (the Company) which comprises of Balance sheet as
stat 31 March 2014, the Statement of Profit and Loss and the Cash flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory notes.
Management's Responsibility for the financial statementsThe Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 (the Act) read with the General Circular 15/2013dated 13th September 2013 of the Ministry of Corporate affairs in respect of section 133 of the Companies Act 2013 and General Circular 08/2014 dated 4th April 2014 with respect to the financial statements and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error
Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors' judgement including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India
a) in the Case of the Balance Sheet of the State of staffairs as at 31 March 2014
b) in the case of the Statement of Profit and loss of the Loss for the year ended on that date and
c) in the case of the Cash flow statement of the cash flows for the year ended on that date
Report on other Legal and Regulatory requirements
1. As required by the Companies (Auditor's Report ) Order,2003 (“ the order” ) Issued by the Central Government in terms of Section 227 (4A) of the Companies Act,2013, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of Order
2. As required by Section 227(3) of the Act, we report that,
a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion , proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this report are in agreement with the books of account
d) In our opinion, the Balance Sheet, the Statement of the Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with General Circular15/2013 dated 13th September 2013 of the Ministry of Corporate affairs in respect of section 133 of the Companies Act 2013 except non provision of gratuity and leave encashment to employees.
e) On the basis of written representations received stfrom the Directors as at 31 March 2014 taken
on record by the Board of Directors , none of the stDirectors is disqualified as at 31 March 2014
from being appointed as a Director in terms of Section 274 (1) (g) of the Act on the said Date.
INDEPENDENT AUDITORS' REPORT
For Ramadoss & Co.Chartered Accountants
Firm Regn No. 002879S
K. RamadossPartner
Membership No.019176Place : ChennaiDate : 30.05.2014
Annual Report 2013 - 14
27
Annexure to the Independent Auditor's Report Referred to in paragraph I under other Legal and Regulatory requirements of our report of even dated
i) In respect of its fixed assets,
a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets
b) The fixed assets were physically verified by the management once in a year, which in our opinion, provides for physical verification of all the fixed assets. According to the information and explanation given to us, no materials discrepancies were noticed on such verification.
c) The fixed assets disposed during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion not affected the going concern status of the company.
ii) In respect of inventory,
a) As explained to us, the inventories of finished goods and semi finished goods and raw materials and factory and depot were physically verified during the year by the management. In our opinion, having regard to the nature and location of the stocks, the frequency of verification is reasonable.
b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of the business.
c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories and no material discrepancies were noticed on physical verification.
iii) The Company has not granted any loan, secured or unsecured, to companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.
iv) In respect of loans secured or unsecured taken by the companies/ firms /parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the information and explanations given to us,
a) No. of Parties 2Amount outstanding as at 31.03.2014 Rs 4485000/-
Maximum outstanding involved during the year Rs 4485874/-
b) the rate of interest and other terms and conditions of loans, in our opinion, prima facie not prejudicial to the interests of the company.
c) The payments of principal and interests amount have been regular and as per stipulations.
d) There are no overdue amounts outstanding at the Balance Sheet date.
v) In our opinion and according to the information and explanations given to us, there is an adequate in terna l cont ro l sys tem commensurate with the size of the company and the nature of its business for the purchase of inventory, and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.
vi) In respect of the contracts of arrangements referred to in Section 301 of the Companies Act, 1956:
a. In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.
b. In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts/arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each party during the year is NIL.
vii) According to the informat ion and explanations given to us, the Company has not accepted any deposit from the public. Therefore,
Annual Report 2013 - 14
28
the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.
viii) In our opinion, the Company has no internal audit system though the paid up capital and free reserves of the company has exceeded Rs 50 lakh and the average annual turnover has exceeded Rs 5 crores for a period of three consecutive financial years immediately preceding the financial year concerned under paragraph 4(vii) of the order. commensurate with the size and nature of its business.
ix) We have been informed by the company that the Central Government has not prescribed the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and the rules made there under.
x) In respect of statutory dues:
a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have been generally regularly deposited with the appropriate authorities.
b. According to the information and explanations given to us, no undisputed amounts payable in respect o the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months form the date of becoming payable is NIL.
xi) The Company does have accumulated losses at the end of the f inancial year of Rs. 4327748.44/-. The Company has not incurred cash loss during the financial year covered by the audit and also has not incurred cash loss in the immediate preceding financial year.
xii) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.
xiii) In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.
xiv) In our opinion, the company is not a chit fund /
nidhi / mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.
xv) The Company has not dealing or trading in shares, securities, debentures and other investments and hence paragraph 4(xiii) of the other is not applicable. Therefore, the provisions of clause (xiv) of paragraph 4 of the Order are not applicable to the Company.
xvi) The Company has not given guarantees for loans taken by others from banks and financial institutions. Therefore, the provisions of clause (XV) of paragraph 4 of the Order are not applicable to the Company.
xvii) The Company has raised new terms loan of Rs 699000/- during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they are raised.
xviii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.
xix) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.
xx) The Company has not raised any debentures. Therefore, the provisions of clause (XiX) of paragraph 4 of the Order are not applicable to the Company.
xxi) The Company has not raised any monies by way of public issues during the year and hence paragraph 4(XX) of the order is not applicable to this company.
xxii) In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.
For Ramadoss & Co.Chartered Accountants
Firm Regn No. 002879S
K. RamadossPartner
Membership No.019176
Place : Chennai
Date : 30.05.2014
Annual Report 2013 - 14
29
BALANCE SHEET AS AT 31st MARCH, 2014
I. EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share capital 1 30420000.00 30420000
(b) Reserves and surplus 2
Total shareholder's Funds
2. Non-current liabilities
(a) Deferred tax liabilities 3
(b) Other Long term liabilities 4
(c) Long-term provisions 5
3. Current liabilities
(a) Short-term borrowings 6
(c) Trade Payable 8
(b) Other Current liabilities 7
II. ASSETS1. Non-current assets
(a) Fixed assets - Tangible Assets
(b) Short-term loans and advances
2. Current assets
(a) Inventories 11
(b) Trade receivables 12
(c) Cash and cash equivalent 13
Total
As per our report attached heretoFor RAMADOSS & CoChartered AccountantsFirm Regn No. 002879S
For and on behalf of the BoardNotes forming part of financial statements 1 - 20
IYKOT HITECH TOOLROOM LTD
Note No.31.03.2014 31.03.2013
(In Rs.)
As at
-4327748.44 -4429019.09
26092251.56 25990980.91
292489.00 87012.00
413184.10 394984.10
761843.60 808547.00
1467516.70 1290543.10
5214504.00 13594083.54
1236736.84 2030756.80
4341989.03 4477574.74
10793229.87 20102415.08
38352998.13 47383939.09
9 15013022.00 17523538.00
10 4663962.48 4428782.68
19676984.48 21952320.68
6146789.00 6897450.00
8249340.88 17920581.35
4279883.77 613587.06
18676013.65 25431618.41
38352998.13 47383939.09
(Sd/-) (Sd/-) (Sd/-)K.RAMADOSS N.K.S.KOLAPPAN S.IYEMPANDIPartner Managing DirectorMembership No.019176Dated: 30.05.2014
Joint Managing Director
DIN No.02402186 DIN No.00891670
5802944.05
Annual Report 2013 - 14
30
Note No.31.03.2014 31.03.2013
I INCOME Revenue from operations
II. Other income 14
III. Total Revenue (I + II)
B. EXPENSES:
a. Consumption of Raw materials 16
b. Increas / Decrease in Finished Goods 15
c. Other Manufacturing Expenses 17
d. Employee Benefit Expenses 18
IV. Administrative and other Expenses 19
V. Finance Cost 20
g. Depreciation / Amortisation
Total Expenses
For the year ended
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31st 2014
(In Rs)
As per our report attached heretoFor RAMADOSS & CoChartered AccountantsFirm Regn No.002879S
For and on behalf of the BoardNotes forming part of financial statements 1 - 20
IYKOT HITECH TOOLROOM LTD
91895009.74 75693927.89
6600940.74
98495950.48 81496871.94
54989414.16
286679.00
11025994.11
8754659.75
19292770.55
1278779.26
2490906.00
98119202.83
44806650.12
2528398.00
6226306.20
8775945.70
17263411.01
1566500.00
2158719.00
83325930.03
376747.65 -1829058.09Profit Before Prior Period items, Exceptional item, Extraordinary
Prior Period Item and Expenses
Less: Tax expense
Current tax 70000.00 -
Relating to Previous Years - -
Deferred tax-Liability 205477.00 119693.00
Total Tax Expense 275477.00 -119693.00
Profit / (Loss) for the year 101270.65 -1948751.09
No. of Equity shares (Face Value Rs.5/- share) 6084000 6084000
Earnings per equity share:
Basic & Diluted 0.02 -0.32
(Sd/-) (Sd/-) (Sd/-)K.RAMADOSS N.K.S.KOLAPPAN S.IYEMPANDIPartner Managing DirectorMembership No.019176Dated: 30.05.2014
Joint Managing Director
DIN No.02402186 DIN No.00891670
Annual Report 2013 - 14
31
For the Year2012 - 13
For the Year2013 - 14
CASH FLOW STATEMENT FOR THE YEAR 2013 - 2014 (In Rs.)
As per our report attached heretoFor RAMADOSS & CoChartered AccountantsFirm Regn No.002879S
For and on behalf of the BoardNotes forming part of financial statements 1 - 20
IYKOT HITECH TOOLROOM LTD
Rs. Rs.A Cash flow from operating ActivitiesNet profit before tax as per profit and loss accountA
B
C
Adjusted forLoss on sale of Asset
Depreciation
Profit on sale of AssetFinance cost
Operating profit before Working capital changesAdjusted for Trade and other receivablesInventoriesTrade and other payables
Taxes paid net
376747.65 -1829058.00
0.00 3102.00
2490906.00 2158719.00
-230111.00 -77936.00
1278779.26 1566500.00
3539574.26 3650385.00
A+B 3916321.91 1821327.00
9671240.47 6940067.00750661.00 3906070.00
-911405.67 -4300505.000.00 0.00
9510495.80 6545632.00
I=A+B+C 13426817.71 8366959.00Cash flow from Investing Activities
Purchase of fixed Assets -650279.00 -7163002.00
Sale of Fixed Assets 900000.00 176000.00
Movement in Loans and Advances -351883.20 -1187011.00
II Net Cash used in Investing Activities -102162.20 -8174013.00Cash flow from Financing ActivitiesProceeds from long term borrowings 0.00 58900.00
Short Term Borrowings -8379579.54 1890927.00
Interest Paid -1278779.26 -1566500.00
III Net Cash flow from financing Activities -9658358.80 383327.00Net increase/decrease in
(I+II+II) Cash and cash equivalent activities 3666296.71 576273.00
Opening balance - Cash and Cash Equivalent 613587.06 37314.00
Closing balance - Cash and Cash Equivalent 4279883.77 613587.00
(Sd/-) (Sd/-) (Sd/-)K.RAMADOSS N.K.S.KOLAPPAN S.IYEMPANDIPartner Managing DirectorMembership No.019176Dated: 30.05.2014
Joint Managing Director
DIN No.02402186 DIN No.00891670
32
NOTES TO BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS
1.Significant Accounting policies
a) Basis of accounting and preparation of financial statements
The financial statements of the company have been prepared
in accordance with the generally Accepted Accounting
Principles in India (Indian GAPP) to comply with the
Accounting standards notified under the Companies
(Accounting standards) Rules, 2006(as amended )and the
relevant provisions of the Companies Act, 1956. The financial
statements have been prepared on accrual basis under the
historical cost convention. The accounting principles adopted
in the preparation of the financial statements are consistent
with those followed in the previous year.
b) Use of estimates
The preparation of the financial statements in conformity with
Indian GAPP requires the management to make estimates
and assumptions considered in the reported amounts of
assets and liabilities (including contingent liabilities) and the
reported income and expenses during the year. The
Management believes that the estimates used in the
preparation of the financial statements are prudent and
reasonable. Future results could offer due to these estimates
and the differences between the actual results and estimates
are recognized in the periods in which the results are
known/materialize.
c) Cash flow statement
Cash flow statement are reported using the direct method ,
whereby profit / loss before tax is adjusted for the effects of
transactions of non cash nature and any deferrals or accruals
of past or future cash receipts or payments. The cash flows
from operating, investing activities of the company are
segregated based on the available information.
d) Revenue recognition
Revenue income from sale of goods is recognized net of trade
discounts, returns on transfer of significant risks and rewards
of ownership to the buyer. Sale of goods is recognized gross
of excise duty but net of sales tax and value added tax.
e) Other incomeInterest and discount income are accounted on accrual
basis.
f) Fixed Assets- Tangible AssetsFixed assets are arrived at cost less accumulated depreciation
and impairment of loss if any. Cost includes related taxes,
duties, freight, insurance etc attributable to the acquisition
and installation of fixed assets but excludes duties and taxes
that are recoverable from tax authorities.
g) DepreciationDepreciation on fixed assets has been provided on Written
down value method at the rates provided in Schedule XIV of
the Companies Act, 1956.
h) Employee benefits
Employee benefits include Provident fund and Employee State
Insurance fund.
Defined Contribution PlansThe Company's contribution to Provident fund and Employee
state Insurance fund are considered as defined contribution
plans.
The company contributes to a government administered
Provident and Employee state Insurance fund on behalf of its
employees, which are charges to the Statement of Profit and
loss . The company has no obligations for future Provident
and Employee State insurance fund benefits other than its
monthly contributions.
i) Taxes on incomeCurrent tax is the amount of tax payable on the taxable
income for the year as determined in accordance with the
provisions of the Income tax Act, 1961
Deferred tax is recognized on timing differences, being the
differences between the taxable income and the accounting
income that originate in one period are capable ofreversal in
one or more subsequent periods. Deferred tax is measured
using the tax rates and the tax laws enacted or subsequently
enacted as at the reporting date. Deferred tax liabilities are
recognised for all timing differences. Deferred tax assets are
recognized for timing differences of items other than
unabsorbed depreciation and carried forward losses only to
the extent that reasonable certainty exists that sufficient future
taxable income will be available against which these can be
realised. However, if there are unabsorbed depreciation and
carry forward losses, deferred tax assets are recognized only
if there is actual certainty that there will be sufficient future
taxable income available to realize the assets. Defered tax
assets and liabilities are offset if such items relate to taxes on
income levied by the same governing tax laws and the
Company has a legally enforceable right for such set off.
Deferred tax assets are reviewed at each balance sheet date
for their realisability.
j) Earnings per shareBasic earnings per share is computed by dividing the profit
after tax by the weighted average number of equity shares
outstanding during the year. Diluted earnings per share is
computed by dividing the profit after tax as adjusted for
dividend, interest and other charges to expense or income
(net of any attributable taxes) relating to the dilutive potential
equity shares, by the weighted average number of equity
shares considered for deriving basic average earnings per
share and the weighted average number of equity shares
which could have been issued on the conversion of all
dilutive potential equity shares. Potential equity shares are
deemed to be dilutive only if their conversion to equity shares
would decrease the net profit per share from continuing
operations. Potential equity shares are deemed to be
converted as at the beginning of the period, unless they have
been issued at a later date. The dilutive potential equity
shares are adjusted for the proceeds receivable had the
shares been actually issued at fair value(i.e.average market
value of the outstanding shares) . Dilutive potential equity
shares are determined independently for each period
presented. The number of equity shares and potentially
dilutive equity shares are adjusted for share splits/reverse
share splits and bonus shares as appropriate.
Annual Report 2013 - 14
II. OTHER INFORMATION
1. Particulars of Finished goods Opening
Stock
Production Sales Closing Stock
Components 2013-14 54466 726791 736690 44567
2012-13 50436
707797 703767 54466
2. Raw Materials consumption 2013-14 2012-13
Qty Value Qty Value
(in Kgs) (in Kgs)
R M Polymers 293910.00 50178009.85
258350
39865690.12
Sticker & Std Parts 4811404.31
4940960.00
54989414.16
44806650.12
44806650.12
44806650.12
3.Details of raw Materials & Std Parts Consumption
Imported
108637.00
-
2013 - 2014
2013 - 2014
2013 - 2014
2012 - 2013
2012 - 2013
2012 - 2013
NIL
Indigenous 99.8%
54880777.16
431424.00
100%
54989414.16
4. Foreign currency expenditure
Travelling expenses 148032.00
Plant & Machinery 1899000.00
5.Foreign Currency earnings NIL
NIL
6..Auditor's remuneration For
Company Audit 60000.00 40000.00
Tax Audit 15000.00 15000.00
Other Matters 15000.00 15000.00
90000.00 70000.00
33
III.Disclosures Applicable to the company under various mandatory accounting stadndards
issued by ICAI
AS - 17- Segment Reporting
During the year the company is engaged in the business of integrated commercial toolrom and
related activities only. Hence there are no serparate reportable segments as per AS 17 is
applicable.
Annual Report 2013 - 14
34
Annual Report 2013 - 14
AS-1
8- Rela
ted
Part
y D
iscl
osu
res
Nam
es of R
ela
ted Partie
s and d
esc
riptio
n o
f Rela
tionsh
ip
Ente
rprise
s w
ith c
om
mon k
ey M
anagem
ent P
ers
onel
NIL
Deta
ils
of tr
an
sact
ion
s fo
r th
e y
ear en
ded
31.0
3.2
014 a
nd
the p
osi
tion
rela
ted
to o
uts
tan
din
gs
as
on
that d
ate
.
(Fig
ure
s in
bra
ckets
rela
tes to
the p
revi
ous
Year)
Partic
ula
rsSubst
antia
l Inte
rst i
n
Key
Managem
ent
Ente
rprise
s in
whic
hRela
tives of K
ey M
anagem
ent
Voting Pow
er
Pers
onnel
the k
ey M
gt p
ers
onnel
Pers
onnel
and th
eir re
lativ
es
have
sig
nific
ant
in
fluence
Elc
ot L
imited
Mr.S.Iye
mpandi-
Hitech
Com
pute
rs &
I.Suse
ela
Managin
g D
irect
or
Sys
tem
s Pvt
Ltd
I.Raja
laks
hm
i
M
r.N
.K.S
.Kola
ppan
I.Radha
Join
t Managin
g D
irect
or
I.Ja
yase
ela
n
S.U
sha
K.S
um
itha
K.A
ravi
nd
Transa
ctio
ns Sale
s N
IL (N
IL)
Serv
ices Rendere
dRs.
1730
0 (6
04960
.00
)
Com
mis
sion
NIL
(N
IL)
Out st
andin
g
Sundry
Debto
rsN
IL (N
IL)
Sundry
Cre
ditors
NIL
Rs.
134
158
(292
07
)
Loan
NIL
Rs.
44850
00
-
(71
6450
0.0
0)
-
35
Annual Report 2013 - 14
AS-20- Earnings per share
(a) Basic earnings per share Year ended Year ended
31.03.2014 31.03.2013
Profit after tax 101270.00 -1948751.09
No of equity shares 6084000 8084000
Face value per share 5 5
Earnings per share 0.02 -0.32
(b) There are no potential dilutive Equity shares as defined in AS -20 Earnings per share issued by
ICAI
Taxes on Income (AS-22)
Current tax is the amount of tax payable on the taxable income for the year as determined in
accordance with the provisions of the Income Tax Act, 1961.
Deferred Tax is recognized on timing difference, being the differences between the taxable income
and the accounting income that originate in one period and are capable of reversal in one or more
subsequent periods.
Deferred Tax Assets in respect of unabsorbed depreciation and carry forward of losses are
recognized if there is virtual certainty that there will be sufficient future taxable income available to
realiaze such losses. Other Deferred Tax Assets are recognized if there is reasonable certainty that
there will be sufficient future taxable income to realize such assets.
IV Based on the records and available information with the company the following are the dues to
Small Scale Industrial Undertakings exceeding Rs.1 Lakhs and are outstanding for more than 30
days as on 31.03.2014 -- NIL
VI Previous years figures have been regrouped wherever necessary to confirm this years
classifiation.
VII. Note '1' to ' 20 ' and Notes forming part of accounts form an integral part of the financial
Statements.
As per our report attached heretoFor RAMADOSS & CoChartered AccountantsFirm Regn No.02879S
For and on behalf of the BoardNotes forming part of financial statements 1 - 20
IYKOT HITECH TOOLROOM LTD
(Sd/-) (Sd/-) (Sd/-)K.RAMADOSS N.K.S.KOLAPPAN S.IYEMPANDIPartner Managing DirectorMembership No.019176Dated: 30.05.2014
Joint Managing Director
DIN No.02402186 DIN No.00891670
1 SHARE CAPITAL
Annual Report 2013- 14
36
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014
(In Rs.)
As at 31.03.2012 As at 31.03.2013
Authorised Capital
2,20,00,000 Equity share of Rs 5 each 11,00,00,000.00 11,00,00,000
Issued, Subscribed & Fully Paid-Up
60,84,000 Equity share of Rs 5 each 3,04,20,000.00 3,04,20,000
(i) The company has only one class of shares referred to as equity shares having a par value of`Rs.5/-
Each holder of equity shares is entitled to one vote per share
(ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of
the remaining assets of the company, after distribution of all preferential amounts. However, no such
preferential amounts exists currently. The distribution will be in proportion to the number of equity shares
held by the shareholders
The details of shareholders holding more than 5% shares as at March 31, 2014 and March 31, 2013is set out below
Name of Shareholder As at 31 March 2 0 1 4 A s at 31 March 2013
As at 31 March 2 0 1 4 A s at 31 March 2013
No. of Shares held % of Holding
2. Reserves & Surplus
Surplus-24429019.09
-4327748.44
-292489.00
-4429019.09
87012.00
- 2480268.00
101270.65 -1948751.09
Negative Closing Balance
3. Deferred Tax Liability
N NI IL L
Opening Balance
Add: Current Year Transfer from statement of Profit and Loss
4. Other Long term liabilities (In Rs.)
Deposits 394984.10
394984.10
413184.10
413184.10
As at 31.03.2014 As at 31.03.2013
5. Provisions
6. Short term borrowings
Security:
7. Other Current Liabilities
Other payables
8. Trade payables
1,236,736.88
4,341,989.030
2,030,756.80
4,477,574.740
Annual Report 2013 - 14
37
As at 31.03.2014 As at 31.03.2013
As at 31.03.2014 As at 31.03.2013
As at 31.03.2014 As at 31.03.2013
(a) Term Loan is repayable to Banks secured by hypothecation of machinery. Further the loan has been
guaranteed by the two directors of the Company.
(b) Cash Credits from Banks is secured by hypothecation of fixed assets, stocks/ Work in Progress and
other current assets both present and future on parri passu basis and also guaranteed by two directors.
(Figures in Indian Currency)
Provision for Taxation 761843.60
761843.60
808547.00
808547.00
Cash Credits and Working Capital Demand Loan from Banks
Indian rupee loans from Banks-Term loan 0 7500.31
Cash credit 0 5723033.12
From others
Unsecured Loan 5214504.00 7863550.11
5214504.00 13594083.54
Tang
ible
Ass
ets
Build
ings
-
Rent
ed b
uild
ings
Plan
t & M
achi
nery
Offic
e Eq
uipm
ents
Electr
ical I
nsta
llatio
ns
Gene
rato
r
Vehi
cles
Furn
iture
s
Com
pute
rs
Tota
l
Prev
ious
yea
r
Annual Report 2013 - 14
38
9. FIX
ED
ASSETS
PART
ICUL
ARS
GROS
S BL
OCK
DEPR
ECIA
TION
NETT
BLO
CK
As A
t
31.0
3.20
13
upto
31.0
3.20
13w
ithdr
awn
durin
g th
e ye
ar
For t
he
Year
Upto
31.0
3.20
14
As a
t
31.0
3.20
14
As a
t
31.0
3.20
13Ad
ditio
nsSa
les /
Trans
fers
2194
393.
000.
000.
0094
4857
.00
0.00
1249
54.0
010
6981
1.00
1124
582.
0012
4953
6.00
6365
1150
.45
5916
14.0
016
4545
6.00
5055
4711
.45
9755
67.5
018
0058
6.50
5137
9730
.45
1121
7578
.00
1309
6439
.00
1646
201.
150.
000.
0014
8087
6.15
0.00
2992
4.00
1510
800.
1513
5401
.00
1653
25.0
0
3493
841.
270.
000.
0030
7800
2.27
0.00
5784
3.00
3135
845.
2735
7996
.00
4158
39.0
0
1681
904.
000.
000.
0041
9770
.00
0.00
2524
27.0
067
2197
.00
1009
707.
0012
6213
4.00
1664
670.
000.
000.
0060
5541
.00
0.00
1473
25.0
075
2866
.00
9118
04.0
010
5912
9.00
1003
126.
9630
790.
000.
0079
7054
.96
0.00
4093
0.00
8379
84.9
619
5932
.00
2060
72.0
0
2172
851.
2827
875.
000.
0021
0378
7.28
0.00
3691
7.00
2140
704.
2860
022.
0069
064.
00
7750
8138
.11
6502
79.0
016
4545
6.00
5998
4600
.11
9755
67.5
024
9090
6.50
6149
9939
.11
1501
3022
.00
1752
3538
.00
7094
9861
.11
7163
002.
0060
4725
.00
5832
9440
.11
5035
59.0
021
5871
9.00
5998
4600
.11
1752
3538
.00
1262
0421
.00
Annual Report 2013 - 14
39
As at March
31st 2014
As at March
31st 2014
As at March
31st 2014
As at March
31st 2014
As at March
31st 2013
As at March
31st 2013
As at March
31st 2013
As at March
31st 2013
10. SHORT TERM LOANS AND ADVANCES (Unsecured and considered Goods) (In Rs.)
804600.00
1186245.55
2386000.00
51271.00
44736.50
191109.43
1218121.00
972681.68
2028000.00
35634.00
64350.00
109996.00
Security Deposits
Excise duty
Rent Advance
Others
Prepaid Expenses
Staff Advance
Other Advance
4663962.48 4428782.68
11. Inventories
Closing stock
Raw Materials 2780600.00 3112857.00
Finished Goods 3215079.00 3501758.00
Consumables 151110.00 282835.00
6146789.00 6897450.00
12. Trade Receivables
Outstanding for a period Less than six months
(Unsecured, Considered Good) 7317696.38 16729081.13
7317696.38 16729081.13
Outstanding for a period exceeding six months
(Unsecured, Considered Good) 931644.50 1191500.22
8249340.88 17920581.35
13. Cash and Bank balances- Current
Cash and cash equivalents
Cash on hand 6,932.03 13,463.53
Cash at Bank-Current A/C 2,087,846.74 227,110.53
Bank deposits 2,185,105.00 373,013.00
4,279,883.77 613,587.06
Annual Report 2013- 14
40
14. Other Income
For the Year2012 - 13
For the Year2013 - 14
NOTES TO STATEMENT OF PROFIT & LOSS ACCOUNT (In Rs.)
Income: Interest 109345.00 68053.00
Discount Received 592540.00 737904.05
Profit on sale of assets 230111.00 77936.00
Cenvat credits 5668944.74 4919051.00
6600940.74 5802944.05
15. Increase/Decrease in finished goods
Closing stock - Finished Goods 3215079.00 3501758.00
Opening stock - Finished Goods 3501758.00 6030156.00
-286679.00 -2528398.00
16. Consumption of Raw Materials ans spare parts
Opening stock 3395692.00 4773364.00
Add:
Raw Material & Standard Parts 52127765.11 42034213.12
Packing Materials 1657382.55 869683.00
Consumable Stores 740284.50 525082.00
57921124.16 48202342.12
Less: Closing Stock 2931710.00 3395692.00
54989414.16 44806650.12
17. Other Manufacturing expenses
Labour charges 5468725.70 1036767.00
Power and fuel 3774983.00 3999688.25
Repair and maintenance - Machinery 1082993.41 284706.95
Carriage Inwards 699292.00 905144.00
11025994.11 6226306.20
18. Employee Benefits
Payroll Expenses:Salary 7747094.00 7733056.00
Contribution to P F ESI and Other funds 641755.00 671487.00
Staff& Workman welfare expenses 365810.75 371402.70
8754659.75 8775945.70
Annual Report 2013 - 14
41
For the Year2012 - 13
For the Year2013 - 14
(In Rs.)
19. Administrative & Other Expenses
20. Finance Cost
To Bank
On term loan
On cash credit
To others
1639.69 18503.00
363250.00 588936.00
913909.57 959061.00
1278799.26 1566500.00
Excise Duty
Carriage outwards
Advertisement
Business Promotion
Computer Maintenance
Audit fee
Foreign Travelling
General Expenses
Insurance Premium
Local conveyance
Postages
Printing & Stationery
Professional Services
Rent
Repair and Maintenance-Building
Repairs and Maintenance- Furniture
Service charges
Director's sitting fee
Telephone
Travelling
Vehicles Maintenance
Loss on sale of Assets
Bank Charges
Others
bad & Doughtful debts
9475808.08
3386311.00
40370.13
12913.00
56091.00
90000.00
1712.00
70601.00
70163.00
81700.00
33811.00
139467.00
121498.00
3385359.00
871460.00
1550.00
143358.00
63000.00
204504.87
146375.00
553107.50
0.00
53702.22
159821.00
130087.75
19292770.55
8177973.09
3238896.00
105141.00
21235.91
70000.00
-
-
-
192761.00
78158.00
74334.50
33499.00
129538.00
350146.00
3038390.00
415269.00
21728.00
127000.00
70000.00
170406.46
173312.00
549317.09
3102.00
21453.00
201750.96
17263411.01
42
Annual Report 2013 - 14
PART - IV SCHEDULE VI OF THE COMPANIES ACT, 1956
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
1 Registration Details
Registration No. 21330 of 1991 State Code 18
Balance Sheet Date 31.03.2014
2 Capital raised during the year (Amount in Thousands)
Public Issue Nil
Rights Issue Nil
Bonus Issue Nil
Private Placement Nil
3 Position of mobilisation of funds and Deployment of funds (Amount in Thousands)
Total Liabilities 38352.99
Total Assets 38352.99
Sources of Funds
Paid up Capital 30420.00
Reserves & Surplus -4327.74
Secured Loans 0.00
Unsecured Loans 5214.50
Application of Funds
Net Fixed Assets 15013.02
Net Current Assets 23339.97
Performance of the Company (Amount in Thousands)
Turn over (including other income) 98495.95
Total Expenditure 98119.20
Profit before tax (-) 376.75
Profit after tax (-) 101.27
Earnings per share 0.02
Dividend rate (%) Nil
Generic names of the Three Principla Products / Services of Company
Product I.T.C.Code
Item Code
848071
Description
1 Moulds & Dies
2 Jigs & Fixtures 820740.1
The shcedules referred to above form an integral part of the Balance Sheet.
As per our report attached heretoFor RAMADOSS & CoChartered AccountantsFirm Regn No.002879S
For and on behalf of the BoardNotes forming part of financial statements 1 - 20
IYKOT HITECH TOOLROOM LTD
(Sd/-) (Sd/-) (Sd/-)K.RAMADOSS N.K.S.KOLAPPAN S.IYEMPANDIPartner Managing DirectorMembership No.019176Dated: 30.05.2014
Joint Managing Director
DIN No.02402186 DIN No.00891670
Name of the member(s):
Registered Address:
E-mail ID:
Folio/ DP ID -
Client ID No.:
I/We being the member(s), holding ------------------ shares of ----------- Limited hereby a---------- ppoint:
IYKOT HITECH TOOLROOM LIMITED
ATTENDANCE SLIP (2013 - 14)
Regd.office: No.19,block-I Sidco Electronics Complex, Thiru.vi.ka.industrial Estate, Guindy, Chennai - 32
Telefax : 044-22500280 Website: www.iykot.com email: info@iykot.com
IYKOT HITECH TOOLROOM LIMITEDRegd.office: No.19,block-I Sidco Electronics Complex, Thiru.vi.ka.industrial Estate, Guindy, Chennai - 32
Telefax : 044-22500280 Website: www.iykot.com email: info@iykot.com
CIN:L27209TN1991PLC021330
CIN:L27209TN1991PLC021330
Please complete the Attendance Slip and hand it over at the entrance of the Meeting Hall.
Name & Address of the Shareholder(s) Jt Holder Name:
Ledger Foilio No. .......................... No. of Shares held: ......................
I hereby record my presence at the 23rd Annual General Meeting of the Company, at HOTEL PALMGROVE,
13,Kodambakkam High Road, Chennai – 600 034 on Saturday, 27th September 2014 at 3.30 p.m. .
SIGNATURE OF THE SHAREHOLDER/PROXY* *Strike out whichever is not applicable
.................................................................. cut here ............................................................................
....
......
....
....
....
....
....
....
....
....
....
....
......
....
....
.. c
ut here
...
....
....
....
....
....
....
....
....
....
....
....
....
....
....
....
.............
PROXY FORM (Form No:MGT-11)
(Pursuant to Section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014)
1)
2)
3)
Name ...................................................................... Address .................................................................................................
Email ID ............................................................................... Signature ...................................................... or failing him/her
Name ...................................................................... Address .................................................................................................
Email ID ............................................................................... Signature ...................................................... or failing him/her
Name ...................................................................... Address .................................................................................................
Email ID ............................................................................... Signature ...................................................... or failing him/her
as my/our proxy to attend and rdvote (on a poll) for me/us and on my/our behalf at the 23 An
nual General Meeting of the Company, to be held on Saturday, Sept ember,27, 2014 at 3.30 p.m. at HOTEL PALMGROVE, 13,Kodambakkam High Road, Chennai – 600 034 and at any adj ournment thereof, in respect of such resolutions as are indicated below:
43
Resolution No. Resolution Optional*
Ordinary Business: For Against Abstain
1 Adoption of Audited Financial Statements of the Company for the Financial Year ended 31st March 2014 together with the Report of the Board of
Directors and Auditors thereon.
2 Appointment of
3 Appointment of Mrs. Karthiga Karthikeyan as a Director of the Company
M/s. Ramadoss & Co, Chartered Accountants as Statutory Auditors of the Company.
Special Business:
4 Appointment of Mr.Rajapandian Sivalingam T
as an independent Director of the Company.
5
Appointment of Mr. Paramasivam Arunachala Devar as an
independent Director of the Company.
6
Appointment of Mr. Muthulingam Sivarama Krishnan as an independent Director of the Company.
7
Authorisation to Board of Directors to borrow money under Section 180 (1)(c) of the Companies Act,2013
8 Authorisation to Board of Directors to create mortgage under Section 180 (1)(a) of the Companies Act,2013
9 Re-appointment of Mr.Iyempandi Subbiah who retires by rotation.
10 Amendment of Articles of Association to comply with the provisions of Companies Act, 2013.
11 Appointment of M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries as Secretarial Auditors for the year ended March 31, 2015
Note: 1. *It is optional to put an ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ or Abstain column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. 2. Notwithstanding the above, the Proxies can vote on such other items which may be tabled at the meeting by the members present.
Signed this ______________________ day of __________________ 2014 Signature of shareholder ______________________________________ Signature of Proxy holder _____________________________________
AffixRs.1/-
RevenueStamp
Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. A Proxy need not be a member of the Company.
3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 23rd Annual General Meeting.
4. Please complete all details including details of member(s) in above box before submission.
Affix Rs.1/- Revenue Stamp
44