Iykot Hitech Toolroom Ltd (CRD) [email protected] BANKERS State Bank of India, Chennai -...

IYKOT HITECH TOOLROOM LIMITED

rd23 rd23 ANNUAL REPORTANNUAL REPORT

2013 - 20142013 - 2014

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: [email protected]

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: [email protected]/[email protected]

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


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.”


“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: [email protected]

CIN:L27209TN1991PLC021330


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.”


“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.”


“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


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


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


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


“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


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


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:


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


being a relative of the appointee none of the

other Directors / Key Managerial Personnel of

the Company / their relatives are, in any way,


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


otherwise in the resolution set out at Item

No.11

9


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Item

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Item

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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


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


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


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


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


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


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


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




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



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.


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.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.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


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: [email protected]

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


Chennai – 600 034.

Hotel Palm Grove


Chennai – 600 034.

Venue


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


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


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


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.


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


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,


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


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


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



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



DIN No.02402186 DIN No.00891670


31

For the Year2012 - 13


CASH FLOW STATEMENT FOR THE YEAR 2013 - 2014 (In Rs.)




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



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.


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.


34


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


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.






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


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


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


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



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


41



(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


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.






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


IYKOT HITECH TOOLROOM LIMITEDRegd.office: No.19,block-I Sidco Electronics Complex, Thiru.vi.ka.industrial Estate, Guindy, Chennai - 32


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 .................................................................................................


Name ...................................................................... Address .................................................................................................


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

IYKOT HITECH TOOLROOM LIMITEDRegd. Office : No. 19, Block - 1,Sidco Electronics Complex,Guindy, Chennai - 600 032.

BRS Prrints, Chennai - 14& 044-30626669 / 9884102570

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