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Directors Report of Amarjothi Spinning Mills Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts of your Company for the year ended 31st March 2014

FINANCIAL RESULTS

2013-2014 2012-2013

(Rupees in lacs)

Sales 19810.92 15996.73

Gross Profit 5694.03 3433.20

Less: Depreciation 1593.48 1504.15

Interest 1405.30 1302.31

Provision for taxation(Including 684.00 3682.78 225.43 3031.89

Deferred tax for current year)

Profit for the year 2011.25 401.31

Add: Balance in Profit & Loss A/c 3317.03 3097.93

Previous Year Provision reserved 146.46 -

Surplus available for appropriation 5474.74 3499.24

APPROPRIATION:

Transfer to General Reserve 201.50 41.00

Proposed dividend (Including Dividend Tax) 156.90 141.21

Balance carried to Balance Sheet 5116.34 3317.03

Total 5474.74 3499.24

DIVIDEND

Your Directors are glad to recommend a dividend of Rs. 2.00 per share (20% on the Equity Capital) for the year ended 31st March 2014 absorbing a sum of Rs.1,35,00,000/- for the approval of the share holders at the ensuing Annual General Meeting. The dividend will be free of tax in the hands of shareholders since the Company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The Company''s sales increased by 23.84% to Rs.19810.92 Lacs during the year under review as against Rs.15996.73 Lacs in the previous year.

YARN DIVISION

Your Directors inform you that due to effective planning for purchase of raw material and the Power Savings through Wind Mills the profitability of the yarn Division have improved much.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

The Total Capacity of Wind Mills as on date remains at 17.60 MW, the same as in the Previous year.

The Company is holding 43455 Numbers of Certified Emission Reductions (CERs) as approved by the United Nations Frame work Convention on Climate Change (UNFCCC).

FINANCE

During the year under review the Company has:

a) Availed Fresh Long term loans aggregating to Rs.2625 Lacs funding the purchase of Machineries and Fresh Short Term Loans aggregating to Rs.548 Lacs for Raw Material procurement & Vehicle purchase. Promoters of the Company have brought in the required margin amount for the new loans.

b) Discharged Long Term Loans in full aggregating to Rs.1900 lacs and short term loans in full aggregating to Rs.540 lacs.

The Particulars of such availment and discharges were duly filed with the Statutory Authorities. DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri.M.Moorthi has been appointed as an Additional Director of the Company with effect from 31.01.2014. He is proposed to be appointed as non-executive non-independent director at the ensuing, Annual General Meeting subject to retirement by rotation.

Sri.K.Sriram resigned from Director-ship with effect from 01.04.2014. Your Directors wish to place on record the valuable services rendered by Sri.K.Sriram during his office as Director.

Sri. R. Jaichander retire by rotation at the ensuing annual general meeting and is eligible for re-appointment.

Three of the existing directors namely, Sri. S Sathyanarayanan, Dr. V Subramaniam and Sri. V T Subramanian and two new persons namely Sri. V.Manikandan and Sri.M.S.Sivakumar have been selected for appointment as Independent Directors for a term of 5 consecutive years from the date of the ensuing annual general meeting, as required under Section 149 of the Companies Act, 2013 and Clause 49 of the listing agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a "Going Concern" basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your Company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

There are no employees of the Company who are in receipt of remuneration of Rs.60,00,000 or more per annum if employed throughout the year under review or Rs.5,00,000 or more per month if employed for part of the year under review in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees)Rules,1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-I.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the Section on Corporate Governance in the Annual Report.

A certificate from the Auditor of the Company regarding compliance with the conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is furnished in the Section on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Analytical Report as required by the listing agreement is furnished in the Section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, State Bank of Travancore and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

Place : Tirupur N. RAJAN Date : 30.05.2014 Chairman


Mar 31, 2012

TO THE MEMBERS OF AMARJOTHI SPINNING MILLS LIMITED

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the audited accounts of your Company for the year ended 31st March 2012

FINANCIAL RESULTS

2011-2012 2010-2011 (Rupees in lacs)

Sales 12956.48 12399.36

Gross Profit 2951.29 3838.25

Less: Depreciation 1322.28 1193.91

Finance costs 1207.31 1097.07

Provision for taxation (lncluding Deferred tax for current year) 91.62 2621.21 566.95 2857.93

Profit for the year 330.08 980.32

Add: Balance in Profit & Loss A/c 2918.54 2192.69

Surplus available for appropriation 3248.62 3173.01

APPROPRIATION:

Proposed dividend (Including Dividend Tax) 117.68 156.90

Income-tax relating to earlier years 0.00 -0.47

Transfer to General Reserve 33.01 98.04

Balance carried to Balance Sheet 3097.93 2918.54

Total 3248.62 3173.01

DIVIDEND

Your Directors are glad to recommend payment of dividend of 15% on the Equity Capital. The dividend will be free of tax in the hands of shareholders since the company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The company's sales increased by 4.5% to Rs. 12956.48 Lacs during the year under review as against Rs. 12399.36 Lacs in the previous year.

YARN DIVISION

Your Directors inform you that in spite of the increase in raw material prices and the power- cut imposed by the Tamil Nadu Electricity Board, the profitability of the yarn Division has not been affected much.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

The Total Capacity of Wind Mills as on date remains at 17.60 MW, the same as in the Previous year.

Your Directors are happy to inform you that the Company's Clean Development Mechanism (CDM) Project, involving the Company's Wind Mills, for the period from 2007 to 2010 has been approved by the United Nations Frame work Convention on climate change (UNFCCC) and the Company has been given credit for 44342 Numbers of Certified Emission Reductions (CERs).

FINANCE

During the year under review the Company has:

a) Availed Fresh Long term loans aggregating to Rs.275 lacs for funding the purchase of Machineries and Construction of Building and Fresh Short Term Loans aggregating to Rs. 1750 lacs for Raw Material procurement.

b) Discharged Long Term loans in full aggregating to Rs.90 lacs and short term loans in full aggregating to Rs.4600 lacs.

The Particulars of such availement and discharges were duly filed with the Statutory Authorities.

DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri N.Rajan and Dr.V.Subramaniam retire by rotation at this Annual General Meeting and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a "Going Concern" basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

There are no employees of the Company who come under the purview of Sec. 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-I.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the section on Corporate Governance in the Annual Report.

A certificate from the Auditor of the company regarding compliance with the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is furnished in the section on Corporate Governance.

MANAGEMENT'S ANALYTICAL REPORT

Management's Analytical Report as required by the listing agreement is furnished in the section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, Punjab National Bank, State Bank of India, State Bank of Travancore, Bank of India and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

Place : Tirupur N. RAJAN

Date : 17.08.2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the audited accounts of your Company for the year ended 31st March 2011

FINANCIAL RESULTS

2010-2011 2009-2010 (Rupees in lacs)

Sales - 12399.36 - 9858.23

Gross Profit - 3838.25 - 2552.49

Less: Depreciation 1193.91 - 1093.33 -

Interest 1097.07 - 883.30 -

Provision for taxation (Including Deferred tax for current year) 566.95 2857.93 -372.76 1603.87

Profit for the year - 980.32 - 948.62

Add: Balance in Profit & Loss A/c - 2192.69 - 1481.08

Surplus available for appropriation - 3173.01 - 2429.70

APPROPRIATION:

Proposed dividend (Including Dividend Tax) - 156.90 - 142.15

Income-tax relating to earlier years - -0.47 - 0

Transfer to General Reserve - 98.04 - 94.86

Balance carried to Balance Sheet - 2918.54 - 2192.69

Total - 3173.01 - 2429.70

DIVIDEND

Your Directors are glad to recommend payment of dividend of 20% on the Equity Capital as against 18% declared for the year 2009-2010. The dividend will be free of tax in the hands of shareholders since the company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The company's sales increased by 25% to Rs.12399.36 Lacs during the year under review as against Rs.9858.23 Lacs in the previous year.

YARN DIVISION

Your Directors are happy to inform you that in spite of the increase in raw material prices and the power-cut imposed by the Tamil Nadu Electricity Board, the profitability of the yarn Division has increased.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

During the year five more wind mills of 4.25 MW became operational. With this the Total Capacity of Wind Mills as on date has gone up to 17.60 MW.

The Company has sold 40872 CER units (Certified Emission Reductions) for a sum of Rs. 3,15,21,925/- during the year.

FINANCE

During the year under review the Company has:

a) Availed Fresh Long term loans aggregating to Rs.370 lacs for funding the purchase of Machineries and Construction of Building and Fresh Short Term Loans aggregating to Rs.5900 lacs for Raw Material procurement.

b) Discharged Long Term loans in full aggregating to Rs.2851.71 lacs and short term loans in full aggregating to Rs.3375 lacs and

c) Received and settled in full Adhoc working Capital Loans aggregating to Rs.1000 Lacs.

The Particulars of such availment and discharges were duly filed with the Statutory Authorities.

DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri. R. Premchander and Sri.R.Jaichander have been re-appointed as Managing Director & Joint Managing Director respectively of the company for a further period of 5 Years and the approval of Member for the re-appointment and remuneration is being sought at the ensuing Annual General Meeting.

Sri K.Sriram and Sri.V.T Subramanian retire by rotation at this Annual General Meeting and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a “Going Concern” basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

The details regarding employees of the Company who come under the purview of Sec. 217 (2A) of the Companies Act, 1956 are given in Annexure-I to the Director’s report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-II.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the section on Corporate Governance in the Annual Report.

A certificate from the Auditor of the company regarding compliance with the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is furnished in the section on Corporate Governance.

MANAGEMENT’S ANALYTICAL REPORT

Management’s Analytical Report as required by the listing agreement is furnished in the section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, Punjab National Bank, State Bank of India, State Bank of Travancore, Bank of India and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

(N. RAJAN) Chairman Place : Tirupur Date : 18.08.2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report together with the audited accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

2009-2010 2008-2009

(Rupees in lacs)

Sales 9858.23 9300.31

Gross Profit 2552.49 2071.50

Less: Depreciation 1093.33 977.94

Interest 883.30 578.41 Provision fortaxation (lncluding

Deferred tax for current year) -372.76 1603.87 178.51 1734.86

Profit for the year 948.62 336.64 Add: Balance in Profit & Loss A/c 1481.08 1299.05

Surplus available for appropriation 2429.70 1635.69

APPROPRIATION:

Proposed dividend (Inc luding Dividend Tax) 142.15 118.46

Income-tax relating to earlier years 0 2.49

Transfer to General Reserve 94.86 33.66

Balance carried to Balance Sheet 2192.69 1481.08

Total 2429.70 1635.69



DIVIDEND

Your Directors are glad to recommend payment of dividend of 18% on the Equity Capital as against 15% declared for the year 2008-2009. The dividend will be free of tax in the hands of shareholders since the company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The companys sales Increased to Rs.9858.23 Lacs during the year under review as against Rs.9300.31 Lacs in the previous year.

YARN DIVISION

Your Directors are happy to inform you that in spite of the increase in Raw material prices and the Power Cut imposed by the Tamil Nadu Electricity Board, the profitability of the yarn Division has increased.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

During the year two more wind mills of 2.50 MW became operational. In addition to this Five more Wind Mills of 4.25 MW have become operational in 2010-11. With this the Total Capacity of Wind Mills as on date has gone up to 17.60 MW. Your Directors are happy to inform you that the Companys Clean Development Mechanism (CDM) Project, involving the Companys wind mills, for the period from 30th January 2003 to 31st December 2006 has been approved by United Nations Frame work Convention on climate Change (UNFCCC) and the Company has been given Credit for 40,872 Numbers of Certified Emission Reductions (CERs). The company has received during the year a sum of Rs.2,08,359/- on sale of Carbon Credits.

FINANCE

During the year under review the Company availed Fresh Long term loans aggregating to Rs.2400 lacs for funding the purchase of Wind Mills and Fresh Short Term Loans aggregating to Rs.1875 lacs for Raw Material procurement.

During the year under review the Company discharged Long Term loans in full aggregating to Rs.257 lacs and short term loans in full aggregating to Rs.2085 lacs and particulars were filed with the Statutory Authorities. During the year the company has received and settled in full Adhoc working Capital Loans aggregating to Rs.375 Lacs.

DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri N.Radhakrishnan and Sri.S.Sathyanarayanan retires by rotation at this Annual General Meeting and is eligible for reappointment

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a "Going Concern" basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

There are no employees of your Company who come within the purview of Sec. 217 (2A) of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-I.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the section on Corporate Governance in the Annual Report.

A certificate from the Auditors of the company regarding compliance with the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is furnished in the section of Corporate Governance.

MANAGEMENTS ANALYTICAL REPORT

Managements Analytical Report as required by the listing agreement is furnished in the section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, Punjab National Bank, State Bank of India, State Bank of Travancore, Bank of India and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development. The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

Place : Tirupur (N. RAJ AN)

Date : 09.08.2010 Chairman

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