cethar industries ltd Management discussions

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

12. Auditors:

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

13. Deposits:

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

14. Related Party Transactions

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

15. Statutory Information:

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

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

16. Vigil Mechanism

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

17. Annual Evaluation by the Board

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

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

b. Active participation on discussion on Agenda items;

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

d. Commitment to shareholders interests.

18. Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P. O. R. Arvinth, Practicing Company Secretary. Tiruchirapalli, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure -1 forming part of this report.

19. Particulars of Employees

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

20. Details of Significant and Material Orders

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

21. Extract of Annual Return

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

22. Disclosure - Anti Sexual Harassment Policy

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

23. Directors Responsibility Statement:

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

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

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

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

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

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

24. Acknowledgement:

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

	For and on behalf of the Board of Directors
Place : Tiruchirapalli	S. Kanagaraj
Date : 29th August, 2015	Managing Director