Home  »  Company  »  Bannari Amman Spinni  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Bannari Amman Spinning Mills Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with audited accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS : (Rs. in Lakhs)

2014-2015 2013-2014

Profit before Depreciation 4,580.63 8,105.12

Less: Depreciation 2,666.24 3,500.16

Less : Taxes 631.75 1,448.15

Less : Extra Ordinary Item (Net of Tax Expenses) - -

Profit after Tax 1,282.64 3,156.81

Surplus brought forward from last year 1,540.09 751.92

Amount available for appropriation 2,822.73 3,908.73

Appropriations:

Provision for Equity Dividend 236.31 315.09

Provision for Tax on Dividend 48.11 53.55

Transfer to General Reserve 1,000.00 2,000.00

Surplus carried over to Balance Sheet 1,538.31 1,540.09

Total 2,822.73 3,908.73

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 1.50/- per equity share of Rs. 10/- each to the equity shareholders (@ 15% of the paid up capital).

REVIEW OF OPERATIONS

The overall turnover of the Company has decreased by 2.50% in turnover as compared to the previous year, mainly due to lower off take of finished goods in the market. There is no change in the nature of Business of the Company.

Spinning Division

During the year under review, the Spinning Mills produced 22054.34 tonnes (20700.32 tonnes) inclusive of purchased quantity 885.25 tonnes (1378.53 tonnes) of Yarn and sold 20818.38 tonnes (21050.40 tonnes) of Yarn.

The sales include 11195.79 tonnes (10732.84 tonnes) by way of Export. The total sales of this division amounted to Rs. 48931.22 Lakhs (Rs. 52366.13 Lakhs) of which export sales amounted to Rs. 25398.85 Lakhs (Rs. 25454.37 Lakhs) constituting 51.91% (48.60%) of the total sales.

Weaving Division

The Weaving Division specializes in manufacturing wider-width cotton fabric. During the year under review, 96.40 Lakh Metres (76.23 Lakh Metres) of Fabric were produced and 88.85 Lakh Metres (71.59 Lakh Metres) of Fabric were sold.

Knitting Division

During the year under review, 3176.25 tonnes (1672.42 tonnes) of Knitted fabric were produced and 3224.01 tonnes (1529.40) tonnes were sold. The total sales of this division amounts to Rs. 7367.93 Lakhs (Rs. 3640.95 lakhs) of which export sales amounted to Rs. 1370.13 Lakhs (Rs. 806.07 lakhs).

Processing Division and Technical Textiles Division

During the year under review, 768.54 tonnes (583.32 tonnes) of fabrics were processed and the total processing charges of this division amounts to Rs. 614.62 Lakhs (Rs. 464.13 lakhs).

Garment Division

During the year under review, 9.10 lakhs (7.46 lakhs) pieces of Garments were produced and sold 8.68 lakhs (7.09 lakhs) pieces. The total sales of this division amounts to Rs. 3572.56 lakhs (Rs. 3192.49 lakhs) of which export sales amounted to Rs. 3533.38 lakhs (Rs. 3143.25 lakhs).

Wind Mill Division

The company has 4 windmills of 1250 KW each totaling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning and Weaving Unit.

The windmills produced 449.40 Lakh units of power as against 492.39 Lakh units produced in the last year.

PROSPECTS FOR THE CURRENT YEAR

The parity between the cost of inputs and realization on finished products is expected to be favorable. Installation of new machinery in value added divisions will increase business volume and profit margin. Overall performance of your company is expected to be satisfactory.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the financial position of the Company, subsequent to the end of the Financial Year.

PUBLIC DEPOSITS

The company has no public deposits outstanding at the beginning of the year and the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CORPORATE GOVERNANCE

In line with requirements of Clause 49 of the Listing Agreement our Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section on Corporate Governance, Management Discussion and Analysis alongwith a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on Financial Year Ended on 31st March, 2015, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report, in Form MGT - 9 is enclosed as Annexure - I

DIRECTORS

Smt S Sihamani (DIN 06945399), was appointed as Additional Director (Woman Director) u/s 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with effect from 1.9.2014. She holds office upto the date of ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Further, Smt S Sihamani, fulfills the criteria required for being appointed as an Independent Director and recommended to be appointed as an Independent Director of the Company for a term of five consecutive years from date of the ensuing Annual General Meeting.

Sri S V Arumugam, Managing Director (DIN 00002458) is required to retire by rotation at the ensuing Annual General Meeting, he is eligible and seeks re-appointment.

The term of office of Sri S V Arumugam as Managing Director expires on 26.6.2015. The Board of Directors on the recommendation of Nomination and Remuneration Committee, have appointed him for a further period of 5 years and approved the remuneration payable to him. Such appointment and payment of remuneration are subject to approval of shareholders in the ensuing Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

The Company has appointed the following persons as Key Managerial Personnel during the year.

Name of the persons Designation

Sri S V Arumugam Managing Director

Sri C S Balakumar Chief Financial Officer

Sri N Krishnaraj Company Secretary

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

The Board has implemented the suggestions made by the Audit Committee from time to time.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without participation of non-independent directors and management considered and evaluated the Boards' performance, performance of the Chairman and Managing Director.

The Board has carried out an annual evaluation of its own performance, of the individual directors as well as the Committees of Directors.

BOARD MEETINGS

During the year under review, four Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report of Clause 49 of the Listing Agreement forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees governed under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics. The policy has been posted in the website of the Company: www.bannarimills.com.

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors have framed a policy setting out the framework for payment of Remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the Corporate Governance Report. The Committee ensures that

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year in the ordinary course of business and the prices were at arm's length basis Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further no materially significant related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Hence reporting in AOC-2 is not required. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The policy on Related Party Transactions is available in the website www.bannarimills.com.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Company's operation in future.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:

a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) Your Directors have 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;

d) Your Directors have prepared the annual accounts on a going concern basis;

e) Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co., Chartered Accountants, Coimbatore, were appointed for a term of 3 years, pursuant to the resolution passed by the members at the Annual General Meeting held on 25th August, 2014. A resolution ratifying their appointment in terms of Section 139 is also placed before the shareholders for their approval at the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to 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 R Dhanasekaran, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as Annexure - II

No adverse qualifications/comments have been made in the said report by the Practicing Company Secretary.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2015 - 2016 with remuneration. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

SUBSIDIARY

During the year under review, Abirami Amman Mills Private Limited ceased to be a subsidiary of your company. Further the policy determining 'material' subsidiary is available in the website www.bannarimills.com.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee & to the Chairman & Managing Director.

The Company has an Internal Audit Department which monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, corrective actions are taken in the respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

STATEMENT ON RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The Committee has developed a Risk Management Policy and implemented the same. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

At present the Company has not identified any element of risk which may threat the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted Corporate Social Responsibility Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in Schedule VII, recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company. The Company has partially spent the amount stipulated under the requirements of the Act. Corporate Social Responsibility Committee constituted consisting of the following Directors with effect from 21.5.2014.

Sri S V Arumugam - Managing Director

Sri S Palaniswami - Independent Director

Sri K Sadhasivam - Independent Director

The CSR activities and its related particulars is enclosed as Annexure III

STATUTORY DISCLOSURES

I. Conservation of Energy and others - The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2015 relating to Conservation of Energy, etc., is enclosed as Annexure IV.

II. Remuneration of Directors and other details- The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is provided in Annexure V.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the organisation.

The Company has placed an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints for sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints received for disposal off during the year.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

By Order of the Board

Coimbatore S V ARUMUGAM

30th May, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with audited accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

(Rs. in Lakhs)

2013-2014 2012-2013

Profit before Depreciation 8,105.12 7,648.07

Less: Depreciation 3,500.16 3,575.65

Less : Taxes 1,448.15 1,340.61

Less : Extra Ordinary Item (Net of Tax Expenses) - -

Net Profit 3,156.81 2,731.81

Surplus brought forward from last year 751.92 -611.25

Amount available for appropriation 3,908.73 2,120.56 Appropriations:

Provision for Equity Dividend 315.09 315.09

Provision for Tax on Dividend 53.55 53.55

Transfer to General Reserve 2,000.00 1,000.00

Surplus carried over to Balance Sheet 1,540.09 751.92

Total 3,908.73 2,120.56

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 2/- per equity share of Rs.10/- each to the equity shareholders (Last year Rs. 2/- per share of Rs. 10/- each). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS

Your Company has achieved an increase of 25% in turnover as compared to the previous year with improved working results

Spinning Division

The Spinning Mills produced 20,700.32 tonnes (17,563.29 tonnes) and purchased 1,378.53 tonnes (226.97 tonnes) of Yarn and sold 21,050.40 tonnes (17,286.64 tonnes) of Yarn. Sales include 10,732.84 tonnes (9,337.58 tonnes) by export of yarn.

The total sales of this division amounted to Rs. 52,366.13 Lakhs (Rs. 40,210.94 Lakhs) of which export sales amounted to Rs. 25,454.37 Lakhs (Rs. 20,499.79 Lakhs) constituting 48.60% (50.98%) of the total revenue.

Weaving Division

The Weaving Division specializes in manufacturing wider width cotton fabric. During the year under review, 76.23 Lakh Metres (61.27 Lakh Metres) of Fabric were produced and 71.59 Lakh Metres (69.58 Lakh Metres) of Fabric were sold.

Knitting Division

During the year under review, 1672.42 tonnes of Knitted fabric were produced and 1529.40 tonnes were sold. The total sales of this division amounted to Rs. 3640.95 Lakhs of which export sales accounted for Rs. 806.07 Lakhs.

Processing Division and Technical Textiles Division

During the year under review, 583.32 tonnes (previous year - Nil) of fabrics were processed and the total processing charges earned by this division was Rs. 464.13 lakhs, 4.82 Lakhs (8.35 Lakhs) Meters of canvas were produced and 2.54 Lakhs (6.28 Lakhs) meters of canvas were sold. It also produced 1.49 Lakhs (0.37 Lakhs) meters of breathable water proof fabric and 0.05 Lakhs (0.74 Lakhs) meters were sold.

Garment Division

7.46 Lakhs (4.86 Lakhs) pieces of Garments were produced and sold 7.09 Lakhs (5.14 Lakhs) pieces. The total sales in this division amounted to Rs. 3192.49 Lakhs (Rs.1934.63 lakhs) of which export sales accounted for Rs. 3143.25 Lakhs (Rs. 1894.35 Lakhs).

Wind Mill Division

The Company has 4 windmills of 1250 KW each totaling 5MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units and Weaving Unit.

The windmills produced 492.39 Lakh units of wind energy as against 618.25 Lakh units produced in the last year.

The lower production/consumption of power is on account of Non- availability of grid facilities and non- evacuation.

Prospects for the Current Year

The parity between the cost of inputs and realisation on finished products is expected to be favourable.

Improved margins are anticipated from value added products. The power supply position has improved. Overall performance of your company is expected to be satisfactory.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri V Venkata Reddy ceased to be a Director of the Company by resignation with effect from 30.5.2013 owing to his pre-occupations and other busy schedules. The Board of Directors wish to place on record their appreciation for the valuable services rendered by Sri V Venkata Reddy during his tenure of office as Director in the growth of the Company.

INDEPENDENT DIRECTORS

In compliance of the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges in which the Companies shares are listed, Independent Directors are required to be appointed for a term not exceeding 5 years at a time besides the other requirements. Accordingly the Board of Directors have proposed to appoint Sri K N V Ramani and Sri C S K Prabhu, Directors, who are retiring by rotation at the ensuing Annual General Meeting, as Independent Directors for a Term of 5 consecutive years, i.e. upto 24.8.2019. Further, Dr K R Thillainathan, Sri S Palaniswami and Sri K Sadhasivam Directors are proposed for appointment as Independent Directors of the Company for a Term of five consecutive years, i.e. upto 24.8.2019. Your Directors recommend their appointment.

Details of the proposal for appointment of the above Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 annexed to the Notice of the ensuing Annual General Meeting

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director''s report is furnished as Annexure I

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

The particulars required to be included in terms of Section 217(1) (e) of the Companies Act, 1956 read

with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure -II.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable Accounting Standards in the preparation of annual accounts;

(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 at the end of the financial year 2013-2014 and of the profit of the Company for that period;

(iii) Your Directors have taken proper and sufficient care 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

(iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In line with requirements of Clause 49 of the Listing Agreement our Company is committed to the principles of good Corporate Governance and continue to adhere good corporate governance practices consistently.

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Sri M Nagarajan, Cost Accountant, Coimbatore has been appointed as Cost Auditor to conduct Cost Audit of the Company for the financial year 2013 - 2014 with the approval of Central Government.

SUBSIDIARY

The Financial Statements of the Company''s subsidiary Viz., Abirami Amman Mills Private Limited, have been annexed to this report alongwith the other required disclosures.

A Statement pursuant to Section 212 (1) (e) of the Companies Act, 1956, containing the prescribed particulars in respect of the above subsidiary is enclosed as Annexure - III to this report.

As required by listing agreement the Company has prepared the consolidated financial statements of the company and its subsidiary pursuant to Accounting Standard 21.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

CORPORATE SOCIAL RESPONSIBILITIES

The Company envisages to improve education in rural areas in and around the factories of the Company by providing various facilities in Government schools as part of its social responsibility.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

By Order of the Board

Coimbatore S V ARUMUGAM

21st May, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with audited accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs in Lakhs)

2012-2013 2011-2012

Profit before Depreciation 7,648.08 326.47

Less: Depreciation 3,575.65 3,722.63

Less : Taxes 1,340.61 -1,758.55

Less : Extra Ordinary Item (Net of Tax Expenses)

Profit after Tax 2,731.8 1 -1,637.61

Surplus brought forward from last year -611.25 1,026.36

Amount available for appropriation 2,120.56 -611.25

Appropriations:

Provision for Equity Dividend 315.09

Provision for Tax on Dividend 53.55

Transfer to General Reserve 1,000.00

Surplus carried over to Balance Sheet 751.92

Total 2,120.56



DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 2 per equity share of Rs. 10/- each to the equity shareholders (Last year Nil per share of Rs. 10/- each). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS

Spinning Division

During the year under review, the Spinning Mills produced 17790.26 tonnes (14696.59 tonnes) inclusive of purchased quantity 226.97 tonnes (56.68 tonnes) of Yarn and sold 17286.64 tonnes (16136.67 tonnes) of Yarn. The sales include 9337.58 tonnes (8603.05 tonnes) by way of Export. The total sales of this division amounted to Rs. 40210.94 Lakhs ( Rs. 34489.74 Lakhs) of which export sales amounted to Rs. 20499.79 Lakhs ( Rs. 18382.30 Lakhs) constituting 50.98% (53.30%) of the total revenue.

Weaving Division

The Weaving Division specializes in manufacturing wider-width cotton fabric. During the year under review, 61.28 Lakh metres (66.93 Lakh Metres) of Fabric were produced and 69.58 Lakh Metres (70.21 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KW each totaling 5MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units. The windmills produced 618.25 Lakh units of wind energy as against 528.55 lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review, 7.74 Lakh Metres (16.03 Lakh Metres) of Coated Fabric were produced and 8.81 Lakh metres (16.52 Lakh Metres) of Coated Fabric were sold. During the year under review 2.53 Lakh metres of Canvas were produced end 2.50 Lakh metres of Canvas were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric. During the year under review, 0.37 Lakh Metres (3.35 Lakh Metres) of Breathable water proof Fabric were produced and 0.74 Lakh metres (3.46 Lakh metres) were sold under the Brand name Quick dry.

Garment Division

During the year under review, 5.32 lakh pieces of Garments were produced inclusive of purchased quantity 0.47 lakhs pieces and sold 5.14 lakh pieces. The total sales of this division amounts to Rs. 1934.63 lakhs of which export sales amounted to Rs. 1894.35 lakhs.

Prospects for the Current Year

The revival of Dying units in Tirupur, Tamilnadu, improvements in Garments Export coupled with stability in cotton prices is expected to contribute favorably to the working results of the company. In the current year also the power supply situation in the state of Tamilnadu remains severely affected. However the company has identified alternate sources of power to overcome power shortage. Barring unforeseen circumstances the overall performance of the company expected to be satisfactory.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri S Palaniswami and Dr K R Thillainathan, Directors will retire by rotation at the ensuing annual general meeting and they are eligible for re-appointment.

Sri S K Sundararaman ceased to be a Director of the Company by resignation with effect from 31.5.2012. The Board wishes to place on record its appreciation for the valuable services rendered by Sri S K Sundararaman during his tenure of office as Director and Executive Director in the growth of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

None of the Employee is drawing remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956. Hence the information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director''s report is not furnished.

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

The particulars required to be included 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.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(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 at the end of the financial year 2012-2013 and of the profit of the company for that period;

(iii) Your Directors have taken proper and sufficient care 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

(iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Sri M Nagarajan, Cost Accountant, Coimbatore has been appointed as Cost Auditor to conduct Cost Audit of the Company for the financial year 2012 – 2013 with the approval of Central Government.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

BY ORDER OF THE BOARD

Coimbatore S V ARUMUGAM

18th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report together with audited accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs in Lakhs)

2011-2012 2010-2011

Profit before Depreciation 326.47 12,108.40

Less: Depreciation 3,722.63 3,720.03

Less : Taxes -1,758.55 2,838.91

Less : Extra Ordinary Item (Net of Tax Expenses) - 1,669.06

Profit after Tax -1,637.61 3,880.40

Surplus brought forward from last year 1,026.36 513.37

Amount available for appropriation -611.25 4,393.77

Appropriations:

Provision for Equity Dividend - 315.08

Provision for Tax on Dividend - 52.33

Transfer to General Reserve - 3,000.00

Surplus carried over to Balance Sheet - 1,026.36

Total - 4,393.77

DIVIDEND

Your Directors have not recommended any dividend for the financial year 2011-2012 considering the Losses suffered by the Company.

REVIEW OF OPERATIONS

Spinning Division

During the year under review, the Spinning Mills produced 14696.59 tonnes (22477.00 tonnes) inclusive of purchased quantity 56.68 tonnes (242.23 tonnes) of Yarn and sold 16136.67 tonnes (21015.25 tonnes) of Yarn. The sales include 8603.05 tonnes (7646.09 tonnes) by way of Export. The total sales of this division amounted to Rs 34489.74 Lakhs ( Rs 44329.66 Lakhs) of which export sales amounted to Rs 18382.30

Lakhs ( Rs 17989.34 Lakhs) constituting 53.30% (40.58%) of the total revenue.

Volatility in the price of raw material, acute power shortage, glut in the domestic and international markets, closure of dyeing units in textile clusters - particularly Tirupur in Tamilnadu due to environmental issues, have had adverse impact on the performance of the company.

Weaving Division

The Weaving Division specializes in manufacturing wide-width cotton fabric. During the year under review, 66.93 Lakh metres (86.33 Lakh Metres) of Fabric were produced and 70.21 Lakh Metres (76.13 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KW each totaling 5MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units.

The windmills produced 528.55 Lakh units of wind energy as against 563.67 lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review,16.03 Lakh Metres (18.84 Lakh Metres) of Coated Fabric were produced and 16.52 Lakh metres (18.82 Lakh Metres) of Coated Fabric were sold. During the year under review 2.53 Lakh metres of Canvas were produced and 2.50 Lakh metres of Canvas were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric.

During the year under review, 3.35 Lakh Metres (2.12 Lakh Metres) of Breathable water proof Fabric were produced and 3.46 Lakh metres (1.75 Lakh metres) were sold under the Brand name Quick dry.

Prospects for the Current Year

The full year operation of garment division is expected to add favourable revenue. Power availability as well as market conditions are expected to improve. Steps have been taken to increase export sales. The working results are expected to be satisfactory.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri K N V Ramani and Sri K Sadhasivam, Directors will retire by rotation at the ensuing annual general meeting and they are eligible for reappointment.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director's report is not furnished as none of the employees were drawing remuneration in excess of limits specified therein.

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

The particulars required to be included 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.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(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 at the end of the financial year 2011-2012 and of the loss of the company for the year under review.

(iii) Your Directors have taken proper and sufficient care 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

iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Sri M Nagarajan, Cost Accountant, Coimbatore has been appointed as Cost Auditor to conduct Cost Audit of the Company for the financial year 2012 onwards, subject to approval of Central Government.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

BY ORDER OF THE BOARD Coimbatore S V ARUMUGAM

30th May, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report together with audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs in Lakhs)

2009-2010 2008-2009

Profit before Depreciation 4,799.92 3,139.28

Less: Depreciation 2,565.30 2,180.84

Less: Taxes 729.02 153.60

Profit after Tax 1,505.60 804.83

Surplus brought forward from last year 784.25 238.73

Amount available for appropriation 2,289.85 1,043.56

Appropriations:

Provision for Equity Dividend 236.31 157.54

Provision for Tax on Dividend 40.16 26.77

Transfer to General Reserve 1,500.00 75.00

Surplus carried over to Balance Sheet 513.37 784.25

Total 2,289.85 1,043.56

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 1.50/- per equity share of Rs, 10/- each to the equity shareholders (15% on the Equity Capital). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS

The performance of the company during the year under review was encouraging. The improvement in demand for textile products in both Domestic and Export Markets and consequent better offtake for the products of the Company, in the second half of the financial year has resulted in improved performance when compared to the last year, Having put to use all the production facilities last year itself, the company could achieve Optimum Capacity Utilization during the year under review.

The performance of Spinning & Weaving Divisions is satisfactory, despite the high cotton price for major part of the year and intense power cut and intermittent power shutdowns prevailing in Tamilnadu. The Directors are optimistic of better performance in the current financial year.

Spinning Division

During the year under review, the Spinning Mills produced 19318,86 tonnes - inclusive of purchased quantity (58.39 tonnes) of Yarn and sold 19294,03 tonnes (18572,42 tonnes) of Yarn. The sales include 5413.49 tonnes (5163.25 tonnes) by way of Export. The total sales of this division amounted to Rs. 26798.24 Lakhs (Rs.24600.73 Lakhs) of which export sales amounted to Rs.7507.00 Lakhs (6249.93 Lakhs) constituting 28.01% (25.41%) of the total revenue. The demand and realizations of finished products in Spinning Division were encouraging.

Weaving Division

The Weaving Division specializes in manufacturing wide-width cotton fabric. During the year under review, 60.84 Lakh Metres (42.98 Lakh Metres) of Fabric were produced and 64.78 Lakh metres (38.29 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KVA each totalling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu and 23 Nos Windmills, each of 800 KW capacity totaling 18.40 MW capacity in Dharapuram Taluk, Tiruppur District and Palani Taluk, Dindigul District, Tamilnadu. The total installed capacity of Windmills is 23.40 MW. The whole of the power generated is captively consumed by the Spinning Units.

The windmills produced 522.27 Lakh units of wind energy as against 298.75 lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review, 17.42 Lakh Metres (11.52) of Coated Fabric were produced and 17.12 Lakh metres (10.66) of Coated Fabric were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric.

During the year under review, 1.10 Lakh Metres (5.83 Lakh Metres) of Breathable water proof Fabric were produced and 1.05 Lakh metres (5.14 Lakh metres) were sold under the Brand name Quick dry.

Prospects for the current year and Expansions

The performance of the Company is expected to be better, considering the market and Economic Scenario prevailing in the Country. The company is striving to achieve maximum capacity utilization using captive power generation and purchase of power from third parties.

To meet the increased power requirements of Spinning Divisions of the Company 2 nos of Enercon make windmills with a capacity of 800 KW each, aggregating 1.60 MW near Chinnapudur, Dharapuram Taluk and 3 nos. of Vestas make windmills with capacity of 1650 KW aggregating 4.95 MW in Kongalnagaram, Udumalpet Taluk, Tiruppur District, Tamilnadu are being installed.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri K N V Ramani, Sri S Palaniswami and Dr K R Thillainathan Directors will retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment.

The term of office of Sri S V Arumugam as Managing Director and Sri S K Sundararaman as Executive Director expires on 26.06.2010. The Board of Directors have appointed them for a further period of 5 years. Such appointment and payment of remuneration are subject to approval of the shareholders in the ensuing Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non-Executive Independent Director) 2. Sri A Senthil - Member (Non-Executive Director)

3. Sri K N V Ramani - Member (Non-Executive Independent Director) and

4. Sri S Palaniswami - Member (Non-Executive Independent Director)*

-Appointed as Audit Committee member w.e.f 10.05.2010

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors report is furnished in Annexure-I.

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

The particulars required to be included 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.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 2009-2010 and of the profit of the company for that period;

(iii) Your Directors have taken proper and sufficient care 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

(iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N. Raghavendra Rao & Co, Chartered Accountants, Coimbatore are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your Company.



BY ORDER OF THE BOARD

S V BALASUBRAMANIAM

Chairman

Coimbatore 27th May, 2010

 
Subscribe now to get personal finance updates in your inbox!