Annual Report for the year 2012

MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future
outlook of the Company and its business is given in the
Management Discussion and Analysis appearing as Annexure I to
this Report.
TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND
In terms of Section 205C of the Companies Act, 1956 an amount of
` 2.98 lacs being unclaimed dividend (interim dividend) for the
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year ending 31 March, 2005 was transferred during the year to
the Investor Education and Protection Fund established by the
Central Government.
QUALITY
Quality, integrity and safety have been core to the Company. We
firmly believe that the pursuit of excellence is one of the most
critical components for success in the competitive market and
therefore, consistently strive to adhere to the highest quality
standards. Shreyas has been re-certified by DNV Quality Registrar
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in accordance with the Standard ISO 9001:2008 upto 31 October,
2012.
Moving forward, the Company shall continue to further strengthen
its processes by adopting best-in-class standards.
FIXED DEPOSITS
The Company has not accepted fixed deposits from the public
during the year under review.
DIRECTORS
Mr. D. T. Joseph and Capt. P. P. Radhakrishnan retire by rotation at
the ensuing Annual General Meeting, and being eligible, offer
themselves for re-appointment.
Mr. Ritesh Ramakrishnan was appointed as an Additional Director
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w.e.f 30 May, 2012.
The above appointment and re-appointments form part of the
Notice of the Annual General Meeting and the Resolutions are
recommended for your approval.
Profiles of these Directors, as required by Clause 49 of the Listing
Agreement, are given in the Report on Corporate Governance
forming part of this Report.
SUBSIDIARY COMPANY
In compliance with the provisions of Section 212 of the Companies
Act, 1956, the audited statement of accounts alongwith the
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Directors' and Auditors' report for the year ended 31 March, 2012
of Shreyas Relay Systems Ltd, the wholly owned subsidiary and
Haytrans (India) Ltd, the subsidiary of Shreyas Relay Systems
Limited are annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the
Companies Act, 1956, the Directors confirm that, to the best of
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their knowledge and belief, in respect of the year ended on 31
March, 2012;
a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;
b) appropriate accounting policies have been selected and
applied consistently, and such judgments and estimates have
been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
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31 March, 2012 and of the profit of the Company for the year
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ended on 31 March, 2012;
c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
d) the annual accounts have been prepared on a 'going concern'
basis.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing agreement entered into
with the Stock Exchanges, a detailed Report on Corporate
Governance is given as Annexure II to this Report alongwith the
Auditors' Certificate on its compliance by the Company (Annexure
IV) and applicable certification of the Chief Executive Officer and
Chief Financial Officer (Annexure III).
AUDITORS
M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at
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the conclusion of the 24 Annual General Meeting and offer
themselves for re-appointment. A Certificate from the Auditors
has been received to the effect that their re-appointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956.
As regards the observation made in the Auditor's report, your
Directors wish to state that the interpretation of the Institute of
Chartered Accountants of India is not found in the notification
issued by the Government of India and hence has no legal
sanction. Accounting Standard-16 covers capitalisation of interest
in projects in respect of 'qualifying assets' and cannot be applied to
all cases of capital expenditure. Such an interpretation by the
Institute of Chartered Accountants of India has the effect of taking
foreign exchange gains to the credit of capital expenditure but a
major part of foreign exchange loss to interest expenditure, which
cannot be the intention of the Government notification, which is to
give relief to industries from violent negative fluctuations in
foreign exchange. In our view the accounting treatment given by
the Company is correct and helps reflect a true and fair view of
profit of the year.
COST AUDIT
The Central Government has not recommended cost audit of the
Company during the year under consideration.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO
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Under the Notification No.GSR 1029, dated 31 December, 1988,
companies are required to furnish prescribed information
regarding conservation of energy and technology absorption. This,
however, does not apply to your Company, as the shipping industry
is not included in the Schedule to the relevant rules.
10 24th Annual Report 2011-12