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Directors Report of Binny Mills Ltd.

Mar 31, 2016

To the Members

The Directors have pleasure in presenting the Ninth Annual Report and the Audited Accounts of your company for the year ended 31st March 2016.

FINANCIAL RESULTS

31st March 2016 Rs.

31st March 2015 Rs.

Revenue from operations & other income

7,98,69,541

7,17,69,409

Profit / (Loss) before Depreciation

1,01,48,167

98,86,524

Depreciation

3,16,500

2,45,946

Profit / (Loss) before Tax

98,31,667

96,40,578

Provision for Tax (including Deferred tax)

36,85,873

32,83,848

Profit / (Loss) after Tax

61,45,794

63,56,730

OPERATIONS

As the members may be aware, pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1st Jan 2010, the Appointed Date as per the Demerger Scheme.

The company operates in 4 divisions’ viz., Warehousing, Showrooms, Agencies and Bintex. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Agencies division is engaged in the business of selling Tarpaulin, rain coats and bags. The Bintex division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties.

For the year 2015-16, the Rental income from Warehousing division was Rs.208.36 lakhs as against Rs. 186.15 lakhs in the previous year, an increase by about 12%. The sales made by the Showrooms division was Rs.19.31 lakhs as against Rs. 22.63 lakhs in the previous year, the Agencies division did not make any sale during the year as also in the previous year and the Bintex division Rs.470.89 lakhs as against Rs. 503.33 lakhs in the previous year.

The aggregate amount of revenue from Rent, Sales and operating income were Rs.798.70 lakhs as against Rs. 717.70 lakhs in the previous year. The Company has earned a Net Profit (before tax) of Rs.98.31 lakhs as against Rs.96.40 lakhs in the previous and a Net Profit (after tax) of Rs.61.45 lakhs as against a Net Profit of Rs.63.56 lakhs in the previous year.

PREFERENCE SHARES

The 5,88,000 (9.75%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each, aggregating to Rs.29,40,000/- which are redeemable on or before 30th June 2016 was redeemed on 25th July 2016 along with the arrears of cumulative preference share dividend on those shares amounting to Rs. 28,66,500/-.

The 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs.140,70,90,710/- are redeemable on or before 12th May 2020.

Preference share dividend is payable on the CRPS from the date of original allotment of shares by Binny Ltd. The holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the company. The Preference share dividend in arrears for 9% CRPS, as at 31st March 2016 is Rs.115,10,97,874/-.

Since the Company is in the process of consolidating its operations, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending preference dividend this year.

DIVIDEND ON EQUITY SHARES

As stated for Preference Dividend, since the Company is in the process of consolidating its operations, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending dividend on the equity shares this year.

COMPANY’S PERFORMANCE

Considering the difficult macro-economic conditions and challenging business environment, the Company’s performance during the year under review was satisfactory.

FUTURE PLANS

The Company has plans to improve its sales performance in the Textile Division by focusing on whole sale customers while retaining the existing retail customers. The Company has plans to procure bulk orders for its Textile division in order to improve the sales and profit. The Company has plans to modernize its showrooms at Bangalore and Kolkata to attract new customers for its retail textile sale. The Company also has plans to sell new varieties of textile materials to attract younger generation customers.

ECONOMIC AND BUSINESS ENVIRONMENT

The Indian economy is currently passing through a phase of relatively slow growth. However, this should not cloud the fact that over the nine-year period beginning from the year 2005-06 the average annual growth rate was 7.7 percent. A bleak global economic outlook and the resultant export contraction are challenges to the Indian economy. But good monsoon rains that are forecast this year would provide an impetus to the economy.

The Indian economy has been the fastest growing among major economies at least for the past three quarters in the financial year 2015-16.

The Central Government’s flagship initiatives like ‘Make in India’, ‘Start-up India’ and the national Intellectual Property Rights (IPR) Policy are likely to get a major fillip later this year in terms of additional Budgetary allocation. The Department of Industrial Policy and Promotion (DIPP) - the nodal agency for industrial corridors and the above mentioned flagship initiatives has begun work on revamping its schemes. In the Financial Year 2017 Budget, the ‘Make in India’ has an allocation of Rs.325.35 crores while the Start-up India initiative does not have any separate allocation. With these programmes gaining traction, the business environment is expected to get the much needed boost.

OUTLOOK AND OPPORTUNITIES

The textiles industry has made a major contribution to the national economy in terms of contribution to the GDP and net foreign exchange. Its share in the nation’s GDP is 6% and 13% in exports. The textiles is the second largest provider of employment after agriculture. Thus, the growth and all round development of this industry has a direct bearing on the improvement of India’s economy.

The strengths of the textile industry are:

-Availability of low cost and skilled manpower provides a competitive advantage to the industry.

-Availability of large varieties of cotton fibre and has a fast growing synthetic fibre industry.

-India is one of the largest exporters of yarn in international market.

-Growing economy and potential domestic and international market.

-Industry has large and diversified segments that provide a wide variety of products.

The opportunities that exists for the textile industry are:

-Emerging retail industry and malls.

-Elimination of quota restriction leads to greater market.

-Growth rate of domestic textile industry.

-Shifting towards branded readymade garment.

-Product development and diversification.

The vision of the industry is:

-In the domestic market, sustaining an annual growth rate of 12% should not be difficult.

-This implies that with a 12% Compound Annual Growth Rate in domestic sales the industry should reach a production level of US $ 350 billion by the year 2024-25 from the current level of about US $ 100 billion for the domestic market.

Your directors expect that with estimates of better GDP growth rate, the Company’s strong business model, innovative fund management and marketing techniques, continued confidence and support of the suppliers and customers, your Company should achieve better performance in the year 2016-17.

BOARD OF DIRECTORS

Shri V. Sengutuvan, Director, (DIN 00053629), retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

The information required to be given to the shareholders, pursuant to regulation 36 (3) of the Listing Regulations, about the director being re-appointed, is given in the Report on Corporate Governance which forms part of the Annual Report.

Director resigned during the year:

Smt Nidhya R. Guhan, Director, (DIN 06969627) Independent director and woman director on the Board, resigned on 29th February 2016, citing personal reasons.

Present term of office of Managing Director:

The present term of appointment of Shri V. Rajasekaran as Managing Director of the Company is up to 12th May 2020.

DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Extract of Annual Return:

The extract of Annual Return in the Form No. MGT 9 is annexed to the Directors’ Report as Annexure I. Number of meetings of the Board:

There were four Board meetings held during the year. The details of the Board meetings and the Committee meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013.

i) That in the preparation of the Annual Accounts, for the year ended 31st March 2016, the applicable Accounting Standards had been followed along with proper explanation for material departures, if any;

ii) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2016 and of the profit of the Company for that period;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2016 had been prepared on a going concern basis.

v) Internal financial controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and;

vi) Proper systems to ensure compliance with the provisions of all applicable laws had been devised and that such systems were adequate and operating effectively.

Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the requirement of section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in section 149(6) of the Companies Act, 2013.

Company’s policy on Directors appointment and remuneration:

In accordance with section 178(4) of the Companies Act, 2013 and pursuant to Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (henceforth referred to as ‘the Listing regulations’), the Nomination and Remuneration Committee has put in place the policy on diversity of Board of directors for appointment of directors taking into consideration the qualification and wide experience of the directors in the fields of textiles trading, banking, finance, administration and legal apart from compliance of legal requirements of the Company. The policy on diversity of Board of directors is annexed to the Directors’ Report as Annexure II.

The Nomination and Remuneration Committee has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination and Remuneration Policy. It has also laid down, in the Nomination and Remuneration Policy, the evaluation criteria for performance evaluation of the directors including independent directors. The Nomination and Remuneration Policy is annexed to the Directors’ Report as Annexure III pursuant to section 178(4) of the Companies Act, 2013.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the Auditors’ Report and in the Secretarial Audit Report:

The Auditors’ Report to the Shareholders for the year under review does not contain any qualification, reservation, or adverse remark or disclaimer. The Secretarial Audit Report, given by a Company Secretary in practice, states that the Company has to appoint Key Managerial Personnel as prescribed under section 203 of the Companies Act, 2013 and the Rules made there under. The Company is advised to appoint one more independent Director and fill up the vacancy caused by the resignation of Women Director. The Company is taking all effective steps to appoint the Key Managerial Personnel and a Woman Director who will also be an Independent Director.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

There are no loans made, guarantees given or security provided or securities of any other body corporate acquired, during the year, under section 186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties:

The Related Party Transactions (RPT’s) entered into by the Company are given in Note No.35 of the Notes on Accounts attached to the Financial Statements forming part of this Annual Report. These transactions were entered into in the ordinary course of business and on an arm’s length basis and were in compliance with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations. There are no contracts or arrangements with Related Parties referred to in section 188 (1) of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any pecuniary relationships or transactions with the Company except for the payment of sitting fees. There are no particulars of RPT’s to be disclosed in Form AOC-2.

The statement of RPT’s is placed before the Audit Committee and the Board on a quarterly basis. Omnibus approval was obtained for the transactions of repetitive nature.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website www.bmlindia.com

The state of the Company’s affairs:

The state of the Company’s affairs is explained in the paragraph ‘operations’ in the Directors’ Report.

The amount, if any, carried to reserves:

The Company has not transferred any amount to reserves.

The amount, if any, which it recommends, should be paid by way of dividend:

The Board is not recommending payment of any dividend on the Preference shares and the equity shares issued by the Company.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report:

There are no material changes and commitments affecting the financial position of the Company, that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report viz., for the period from 31st March 2016 to 29th July 2016.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

a. The Company has no activity involving conservation of energy or technology absorption.

b. The Company does not have any foreign exchange earnings and outgo.

Risk Management Policy:

The Company has framed a Risk Management Policy to identify, communicate and manage material risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis Report annexed to the Directors’ Report.

The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year:

The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. Hence, the Company has no Corporate Social Responsibility Policy. However, pursuant to good corporate governance practice, your company demands adherence of social responsibility coupled with creation of value in the larger interest of the society. Your company and its dedicated employees continue to contribute towards several worthwhile causes. Your company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility. Your Company and its employees have participated in welfare activities of the community.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:

Pursuant to the provisions of section 134(3)(P) of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

The financial summary or highlights:

The financial summary is given in the Paragraph ‘Financial Results’ in the Directors’ Report.

The change in the nature of business, if any:

There is no change in the nature of business.

The details of directors or key managerial personnel who were appointed or have resigned during the year:

There were no directors or key managerial personnel who were appointed during the year. During the year Smt Nidhya R. Guhan, Director, (DIN 06969627) Independent director and woman director on the Board, resigned on 29th February 2016, citing personal reasons.

The names of companies which have become or ceased to be Subsidiaries, joint ventures or associate companies during the year:

There are no companies which have become or ceased to be Subsidiaries, joint ventures or associate companies during the year.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013 and details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company’s well defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. The internal financial control is supplemented by regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare the financial statements and other data. The Audit Committee reviews the internal financial controls and also monitors the implemented suggestions.

Disclosure under section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURES BY A LISTED COMPANY UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Since no director of the Company is in receipt of remuneration from the Company there are no particulars to be furnished.

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There is no increase in the remuneration to the aforesaid personnel in the financial year 2015-16.

The percentage increase in the median remuneration of employees in the financial year:

There is no increase in the median remuneration of employees in the financial year 2015-16.

The number of permanent employees on the rolls of the Company:

There are 14 permanent employees on the rolls of the Company as at 31 March 2016.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year viz., 2015-16 and its comparison with the percentile increase in the managerial remuneration:

There is no managerial remuneration paid during the financial year 2015-16. There was increase in the salaries of employees during the financial year 2015-16 from July 2015 onwards. The annual employee cost has increased during the year by 4%.

The key parameters for any variable component of remuneration availed by the directors:

The directors were not paid any remuneration during the financial year 2015-16.

STATEMENT OF EMPLOYEES’ PARTICULARS

The particulars required to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is as follows:

During the year, there are no employees drawing remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more per month, or was in receipt of remuneration which, neither in the aggregate nor at a rate, which in the aggregate, is in excess of that drawn by the Managing Director or holding, either by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

AUDITORS

M/s T. Selvaraj & Co., Chartered Accountants, Chennai, the Statutory Auditors of the company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for the year 20162017. Certificate has been received from them to the effect that their re-appointment as statutory auditors of the Company, if made, would be within the limits prescribed under Sections 139 & 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under regulation 33(1) (d) of the Listing Regulations. The Directors recommend their reappointment. Members are requested to consider their re- appointment. If reappointed they will hold office until the conclusion of the next Annual General Meeting of the company.

The Auditors’ Report to the Shareholders for the year under review does not contain any qualification.

SECRETARIAL AUDIT

The Board had appointed Shri K. Elangovan, M/s Elangovan Associates, Company Secretaries in Practice, Chennai, (Certificate of Practice No.3552) Membership No. (FCS 1808) to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2015-16. The Secretarial Audit Report is annexed to this report as Annexure IV.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to section 177 (9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing regulations, the Company has formulated and established a Whistle Blower Policy / Vigil Mechanism providing a mechanism under which an employee and director of the Company may report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of Company’s code of conduct or ethics policy.

The Vigil Mechanism provides for adequate safeguards against victimization of directors / employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. It also ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism is uploaded on the Company’s website www.bmlindia.com

ANNEXURES TO THE DIRECTORS’ REPORT

1. The Extract of Annual Return in Form MGT-9 - Annexure I

2. The Policy on Board Diversity - Annexure II

3. The Nomination and Remuneration Policy - Annexure III

4. Secretarial Audit Report - Annexure IV; and

5. Auditors’ Certificate on Corporate Governance Compliance - Annexure V ATTACHMENTS TO THE DIRECTORS’ REPORT

The Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to regulation 34 (2) (e) and Schedule V of the Listing Regulations, is given as a separate Report and this report is part of the Directors’ Report.

The Report on Corporate Governance

The Report on Corporate Governance, pursuant to regulation 34 (3) and Schedule V of the listing regulations, together with Auditors’ Certificate on Corporate Governance, the certificate duly signed by the Managing Director on the Financial Statements of the Company for the year ended 31st March 2016 as submitted to the Board of Directors at their meeting held on 30th May 2016 and the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct is included as a separate section in the Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.

For and on behalf of the Board

V.R. Venkataachalam

Chairman

Registered Office:

No.4, (Old No.10) Karpagambal Nagar,

Mylapore,

Chennai 600 004.

Date: 29th July 2016


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the Seventh Annual Report and the Audited Accounts of your company for the year ended 31st March 2014.

FINANCIAL RESULTS

31st March 31st March 2014 2013 Rs. Rs.

Revenue from operations & other income 7,04,36,939 7,79,30,753

Profit / (Loss) before Depreciation 12,63,551 (12,70,348)

Depreciation 1,04,414 45,034

Profit / (Loss) before Tax 11,59,137 (13,15,382)

Provision for Tax (including MAT credit) 3,00,009 2,04,393

Profit / (Loss) after Tax 8,59,128 (15,19,775)

OPERATIONS

As the members may be aware, pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1st Jan 2010, the Appointed Date as per the Demerger Scheme.

The company operates in 4 divisions viz., Warehousing, Showrooms, Agencies and Bintex. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Agencies division is engaged in the business of selling Tarpaulin, rain coats and bags. The Bintex division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties.

For the year 2013-14, the Rental income from Warehousing division was Rs.173.91 lakhs as against Rs. 149.33 lakhs in the previous year, an increase by about 16%. The sale made by the Showrooms division was Rs.25.11 lakhs as against Rs. 21.86 lakhs in the previous year, the Agencies division Rs.2.59 lakhs as against Rs. 5.30 lakhs in the previous year and the Bintex division Rs.495.89 lakhs as against Rs. 597.83 lakhs in the previous year.

The aggregate amount of revenue from Rent and Sales were Rs.699.74 lakhs as against Rs. 777.47 lakhs in the previous year. The Company has earned a Net Profit of Rs.8.59 lakhs as against a Net Loss of Rs. 15.20 lakhs in the previous year.

The Company''s equity shares commenced trading at the Bombay Stock Exchange from 28th May 2013.

PREFERENCE SHARES

The 5,88,000 (9.75%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each, aggregating to Rs.29,40,000/- are redeemable on or before 30th June 2016.

The 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs.140,70,90,710/- are redeemable on or before 12th May 2015.

Preference dividend is payable on the CRPS from the date of original allotment of shares by Binny Ltd. The holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the company. The Preference dividend in arrears for 9.75% CRPS, as at 31st March 2014, is Rs.22,21,538/- and for 9% CRPS it is Rs.89,78,21,546/-.

Since the Company is in the fifth year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending preference dividend this year.

DIVIDEND ON EQUITY SHARES

As stated for Preference Dividend, Since the Company is in the fifth year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending dividend on the equity shares this year.

Company'' performance

Considering the difficult macro- economic conditions and challenging business environment, the Company''s performance during the year under review was satisfactory.

FUTURE PLANS

The Company has plans to improve its sales performance in the Textile Division by focusing on whole sale customers while retaining the existing retail customers. The Company has plans to procure bulk orders for its Textile division in order to improve the sales and profit. The Company has plans to modernize its showrooms at Bangalore and Kolkata to attract new customers for its retail textile sale.

ECONOMIC AND BUSINESS ENVIRONMENT

The new Government, since assuming office in May 2014, has taken a slew of steps to attack price rise. Besides restrictions on exports of certain food items such as onions and potatoes, the Centre also announced in early July 2014 that hoarding of essential commodities could be made a non-bailable offence.

But inflation continues to be a drag on the economic growth of the Country. The budget documents as well as the Economic Survey tabled in the Parliament project the Real GDP growth to be in the range of 5.4% to 5.9%. The rate of inflation is projected to be in the range of 7.5% to 8%. The inflation worries persist and could be a dampener to economic growth. In times of high inflation consumption gets affected as people find it difficult to afford. When inflation moderates people start consuming. Increased consumption boosts demand and spurs economic growth.

OUTLOOK AND OPPORTUNITIES

Your directors expect that with stable government in the Centre, estimates of better GDP growth rate, the Company''s strong business model, innovative fund management and marketing techniques, continued confidence and support of the lending institutions to the Company''s fund mobilization activities on account of good track record of debt servicing, continued confidence and support of the customers and suppliers, your Company should achieve better performance in the year 2014-15.

BOARD OF DIRECTORS

Directors retiring by rotation:

Shri V.R. Venkataachalam, Director, (holding DIN 00037524), retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

Appointment of Directors:

The Board of Directors has appointed Shri M. Parthasarathi as Additional Director of the Company, in the category of Non-Executive, Independent Director, Shri N. Jaiganesh as Additional Director of the Company, in the category of Non-Executive, Independent Director and Smt Nidhya R. Guhan as Additional Director of the Company, in the category of Non-Executive, Independent Director Woman Director.

The aforesaid Additional Directors shall hold office up the date of the ensuing Annual General Meeting. These Directors are seeking approval of the members at the ensuing Annual General Meeting to continue as Non-Executive, Independent Directors for a term of 5 years.

The details of their age, experience and directorship in other companies, as required under the listing agreement, is given in the Report on Corporate Governance which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

i) That in the preparation of the Annual Accounts, for the year ended 31st March 2014, the applicable Accounting Standards have been followed along with proper explanations for material departures, if any;

ii) That the selected accounting policies were applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2014 and of the profit of the Company for that period;

iii) That 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 safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2014 has been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013, the Board of directors in its meeting held on 30th May 2014, has constituted Corporate Social Responsibility Committee of three directors.

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the society. Your company and its dedicated employees continue to contribute towards several worthwhile causes. Your company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility. Your Company and its employees have participated in welfare activities of the community.

ANNEXURES

Vide General Circular 08/2014 dated 4-4-2014, the Ministry of Corporate Affairs (MCA) has clarified that the financial statements (and documents required to be attached thereto), auditors report and Board''s report in respect of financial years that commenced earlier than 1st April 2014, shall be governed by the relevant provisions/Schedules/rules of the Companies Act, 1956.

Following Reports are attached to this Report pursuant to the provisions of the Listing Agreement with the Stock Exchange:

i) The Management Discussion & Analysis Report as per clause 49 of the Listing Agreement is given as a separate Report forming part of the Annual Report; and

ii) The Report on Corporate Governance as per clause 49 of the Listing Agreement forms part of the Annual Report, and is annexed herewith together with Auditors'' Certificate on Corporate Governance, the certificate duly signed by the Managing Director on the Financial Statements of the Company for the year ended 31st March 2014 as submitted to the Board of Directors at their meeting held on 30th May 2014 and the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company''s Code of Conduct.

AUDITORS

M/s T. Selvaraj & Co., Chartered Accountants, Chennai, the Statutory Auditors of the company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for the year 2014- 2015. Certificate has been received from them to the effect that their re-appointment as statutory auditors of the Company, if made, would be within the limits prescribed under Sections 139 & 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under clause 41(1) (h) of the Listing Agreement. The Directors recommend their reappointment. If reappointed they will hold office until the conclusion of the next Annual General Meeting of the company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no Particulars to be furnished for the year as required under sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

STATEMENT OF EMPLOYEES'' PARTICULARS

There are no employees drawing remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more per month, during the year, as required to be furnished under sec 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.

For and on behalf of the Board

V.R. Venkataachalam Chairman

Registered Office: No.4, (Old No.10) Karpagambal Nagar, Mylapore, Chennai 600 004.

Date: 31st July 2014


Mar 31, 2013

To the Members

The Directors have pleasure in presenting the Sixth Annual Report and the Audited Accounts of your company for the year ended 31st March 2013.

FINANCIAL RESULTS

31st March 31st March 2013 2012 Rs. Rs.

Revenue from operations & other income 7,79,30,753 6,08,71,574

Profit / (Loss) before Depreciation (12,70,348) 1,40,77,842

Depreciation 45,034 2,68,156

Profit / (Loss) before Tax (13,15,382) 1,38,09,686

Provision for Tax 2,04,393 44,80,553

Profit / (Loss) after Tax (15,19,775) 93,29,133

OPERATIONS

As the members may be aware, pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1st Jan 2010, the Appointed Date as per the Demerger Scheme.

The company operates in 4 divisions viz., Warehousing, Showrooms, Agencies and Bintex. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Agencies division is engaged in the business of selling Tarpaulin, rain coats and bags. The Bintex division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties.

For the year 2012-13, the Rental income from Warehousing division was Rs. 149.23 lakhs as against Rs. 128.37 lakhs in the previous year, an increase by about 16%. The sale made by the Showrooms division was Rs.21.86 lakhs as against Rs. 22.02 lakhs in the previous year, the Agencies division Rs.5.30 lakhs as against Rs. 2.87 lakhs in the previous year and the Bintex division Rs.597.83 lakhs as against Rs. 414.06 lakhs in the previous year.

The aggregate amount of revenue from Rent and Sales were Rs.777.47 lakhs as against Rs.585.95 lakhs in the previous year. However, due to some unforeseen expenses, the Company has incurred a Net Loss of Rs.15.20 lakhs as against a Net Profit of Rs.93.29 lakhs in the previous year.

PREFERENCE SHARES

The 5,88,000 (9.75%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each, aggregating to Rs.29,40,000/- are redeemable on or before 30th June 2016.

The 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs.140,70,90,710/- are redeemable on or before 12th May 2015.

Preference dividend is payable on the CRPS from the date of original allotment of shares by Binny Ltd. The holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the company. The Preference dividend in arrears for 9.75% CRPS, as at 31st March 2013, is Rs.19,34,888/- and for 9% CRPS it is Rs.77,11,83,382/-.

Since the Company is in the fourth year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending preference dividend this year.

DIVIDEND ON EQUITY SHARES

As stated for Preference Dividend, Since the Company is in the fourth year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending dividend on the equity shares this year.

ENVIRONMENTAL PROTECTION

The Environmental Policy of your company is maintaining clean and green environment and eco friendly atmosphere. Your company has been complying with applicable environmental regulations and preventing pollution in all operations.

CORPORATE SOCIAL RESPONSIBILITY

Your company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility. Your Company and its employees have participated in welfare activities of the community.

DIRECTORS

Shri V. Sengutuvan, Director, retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

The details of his age, experience and directorship in other companies, as required under the listing agree- ment, is given in the Report on Corporate Governance which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

i) That in the preparation of the Annual Accounts, for the year ended 31st March 2013, the applicable Accounting Standards have been followed along with proper explanations for material departures, if any;

ii) That the selected accounting policies were applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2013 and of the loss of the Company for that period;

iii) That 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 safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2013 has been prepared on a going concern basis.

AUDITORS

It is proposed to reappoint M/s T. Selvaraj & Co., Chartered Accountants, Chennai, as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the company. The Directors recommend their appointment.

APPOINTMENT OF WHOLE TIME COMPANY SECRETARY

As per the provisions of the Companies Act, 1956 the Company should have a whole time Company Secretary. Despite the best efforts taken, the Company could not appoint a suitable person. The Company''s present financial situation does not support the remuneration demanded by prospective candidates. However, the Company will endeavour to appoint a whole time Company secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no Particulars to be furnished for the year as required under sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

STATEMENT OF EMPLOYEES'' PARTICULARS

There are no employees drawing remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more per month, during the year, as required to be furnished under sec 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ADMINISTRATIVE OFFICE

Your Company has an Administrative Office at No.106, Armenian Street, Chennai 600001 where the Books of Accounts of the Company are kept and maintained.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report forms part of this Annual Report.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement is attached to this Report.

CEO CERTIFICATION OF FINANCIAL STATEMENTS

Shri V. Rajasekaran, Managing Director, has furnished the certificate as required under clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.

For and on behalf of the Board

V.R. Venkataachalam

Chairman Registered Office:

No.4, (Old No.10) Karpagambal Nagar,

Mylapore,

Chennai 600 004.

Date: 29th May 2013


Mar 31, 2012

To the Members

The Directors have pleasure in presenting the Fifth Annual Report and the Audited Accounts of your company for the year ended 31st March 2012.

FINANCIAL RESULTS

31ST March 31ST March 2012 2011 RS. RS.

Sales and other Income 6,08,71,574 6,00,20,724

Profit before Depreciation 1,40,77,842 91,93,617

Depreciation 2,68,156 2,42,561

Profit Before Tax 1,38,09,686 89,51,056

Provision for Tax 44,80,553 14,67,590

Profit after Tax 93,29,133 74,83,466

OPERATIONS

As the members may be aware, pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1st Jan 2010, the Appointed Date as per the Demerger Scheme.

The company operates in 5 divisions viz., Warehousing, Cochin, Showrooms, Agencies and Bintex. The Warehousing division has rented its warehouses and is deriving rental income from it. The Cold Storage room division at Cochin has been rented out for godown and office space rental income. On 31st March 2012, the Cochin division had to be closed down and the land surrendered to the Cochin Port Trust, from whom the Cochin Division had taken it on lease, as the Cochin Port Trust authorities had issued Notice to vacate and surrender the land. The Showrooms are engaged in retail selling of textile materials. The Agencies division is engaged in the business of selling Tarpaulin, rain coats and bags. The Bintex division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties.

For the year 2011-12, the Rental income from Warehousing division was Rs. 128.37 lakhs as against Rs.90.49 lakhs in the previous year, an increase by about 42% and from Cochin Division Rs.15.10 lakhs as against Rs. 12.91 lakhs in the previous year, an increase by about 17%. The sale made by the Showrooms division was Rs.22.02 lakhs as against Rs.11.88 lakhs in the previous year, an increase by about 85%, the Agencies division Rs.2.87 lakhs as against Rs.4.32 lakhs in the previous year and the Bintex division Rs.414.06 lakhs as against Rs.469.77 lakhs in the previous year.

The aggregate amount of Rent and Sales was Rs.582.44 lakhs as against Rs.589.37 lakhs in the previous year. The Net Profit before tax rose to Rs.138.09 lakhs from Rs.89.51 lakhs in the previous year, an increase by about 54%.

PREFERENCE SHARES

The 5,88,000 (9.75%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each, aggregating to Rs.29,40,000/- are redeemable on or before 30th June 2016.

The 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs.140,70,90,710/- are redeemable on or before 12th May 2015.

Preference dividend is payable on the CRPS from the date of original allotment of shares by Binny Ltd. The Holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the company. The Preference dividend in arrears for 9.75% CRPS, as at 31st March 2012, is Rs.16,48,238/- and for 9% CRPS it is Rs.64,45,45,218/-.

Since the Company is in the third year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company could not find enough resources to pay dividend this year. Hence, the company is not recommending preference dividend this year.

DIVIDEND ON EQUITY SHARES

As stated for Preference Dividend, since the Company is in the third year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company could not find enough resources Jo pay dividend this year. Hence, the company is not recommending dividend on the equity shares this year. ''

DIRECTORS ,

Shri S. Varatharajan, Director, retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

CORPORATE GOVERNANCE

The Company believes in good Corporate Governance essential to achieve long-term corporate goals and to enhance stake holders'' value. The Company is committed to complying with the principles of the Corporate Governance Code.

BOARD OF DIRECTORS

The composition of the Board of Directors is in conformity with the Corporate Governance Code.

The present strength of the Board is five directors. The Board comprises of an optimum combination of Executive and Non-Executive directors, with four directors being Non-Executive directors, including the Non-Executive Chairman. There are two independent directors viz., Shri S. Natarajan and Shri S. Varatharajan, who exercise independent judgement in the Board''s deliberations, discussions and decisions. Shri V. R. Venkataachalam is the Non-Executive Chairman and Shri V. Rajasekaran is the Managing Director.

The Directors on the Board are experienced, competent and highly respected persons in their respective field.

The Managing Director is not drawing any remuneration from the Company. The Non- Executive directors are not claiming sitting fees or other remuneration from the Company for attending the Board meetings or Committee meetings of the Company.

All the directors attended all the Board Meetings of the Company held during the year 2011-12 on the following dates, viz., 15th June 2011, 3rd August 2011, 29,h August 2011, 31st October 2011 and 30th March 2012.

None of the directors of the Board are'' members in more than ten committees or act as chairman of more than five committees across all companies in which they are directors.

Shri V.R. Venkataachalam, Non-Executive Chairman, holds 1,09,317 equity shares in the Company constituting 3.42% of the paid-up equity shares of the Company. No other directors hold equity shares in the Company.

Shri V. R. Venkataachalam, Non-Executive Chairman, is the father of Shri V. Sengutuvan, Director. No other directors are related to each other.

AUDIT COMMITTEE

The Board of Directors, at their meeting held on 12th May 2010, constituted the Audit Committee under section 292A of the Companies Act, 1956 and pursuant to Article 144 of the Articles of Association of the company. The Audit Committee constituted is as follows:

Shri S. Natarajan Chairman

Shri S. Varatharajan; and

Shri V. Sengutuvan

The Audit Committee shall have such powers, duties and responsibilities and shall function in such manner as provided in section 292Aof the Companies Act, 1956 and in any listing agreement entered into by the company with the stock exchanges.

A meeting of the Audit Committee was held on 29th August 2011. All the members of the Committee attended the meeting.

SHARE TRANSFER & INVESTORS'' GRIEVANCE COMMITTEE

The Board of Directors, at their meeting held on 12th May 2010, constituted the Share Transfer & Investors'' Grievance Committee pursuant to Article 144 of the Articles of Association of the company. The Share Transfer & Investors'' Grievance Committee constituted is as follows:

Shri V.R. Venkataachalam Chairman

Shri V. Rajasekaran; and

Shri S. Varatharajan

The Share Transfer & Investors'' Grievance Committee will expedite the process of share transfers and for this purpose the Board of directors has delegated the powers of registration of share transfers to the Committee with the direction that any major share transfers approved by the Committee shall be placed before the Board for its consideration.

The Share Transfer & Investors'' Grievance Committee also will specifically look into the redressal of Shareholders/Investors complaints like delay in registering share transfers, non-receipt of Balance Sheet, non-receipt of declared dividends, undue delays in allowing demat requests and such other complaints.

Twelve meetings of the Committee were held during the year 2011-12 on the following dates: 30th April 2011, 31st May 2011, 29th June 2011, 30* July 2*011, 30th August 2011, 7th October 2011, 31st October 2011, 25th November 2011, 30th December 2011, 30"'' January 2012, 29th February 2012 and 30th March 2012.

All the members of the committee attended all the meetings.

LISTING OF THE EQUITY SHARES OF THE COMPANY ON STOCK EXCHANGES

Your Company has made application to the Bombay Stock Exchange and the Madras Stock Exchange- seeking listing of the 31,88,474 Equity Shares of the company on the Stock Exchanges. The Stock Exchanges have given their in-principle approval for the listing of the shares on the Stock Exchanges. However, the trading in the shares would commence on receipt of the SEBI approval under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. The company''s application to the SEBI, submitted through the Bombay Stock Exchange, is being processed by the SEBI.

DEMATERIALISATION OF SHARES AND LIQUIDITY

For Dematerialisation of Equity Shares, your company has entered into a Tripartite Agreement along with M/s Cameo Corporate Services Limited (the Registrar and Share Transfer Agent) with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for admitting the equity shares of the company in their depository system - from 2nd June 2010 with the NSDL and 13th July 2010 with the CDSL - and the equity shares have been allotted the International Securities Identification Number (ISIN): INE160L01011.

However, the Depositories have suspended and marked frozen the ISIN, from the date of its credit in their system, for all debits in the Depositories, pursuant to the Madras High Court Order regarding issue of . shares pursuant to the Scheme. Hence, only credits pertaining to the ISIN will be allowed. The debits in the system will be activated on the receipt of notice from the Stock Exchanges, where the shares of the company are listed, for commencement of trading and for reactivation of the ISIN. However, NSDL has also marked frozen the ISIN for demat of the physical shares.

Details of shares in Demat and Physical Form as on 31st March 2012:

Particulars No. of Shareholders No. of Shares % to Capital

NSDL 632 3,11,284 9.76

CDSL 16 505 0.02

Physical Form 8,324 28,76,685 90.22

Total 8,972 31,88,474 100.00

REGISTRAR AND SHARE TRANSFER AGENT:

Your company has entered into an RTA Agreement with M/s Cameo Corporate Services Ltd., Chennai. Shareholders/Investors are requested to forward their share transfer documents, Demat requests and other related correspondence directly to the RTA at the following address for speedy response:

M/s Cameo Corporate Services Ltd

Subramanian Building''

No.1, Club House Road, Chennai 600 002.

Phone: 044-2846 0390 to 2846 0394; Fax: 044-2846 0129;

E-mail:investor@cameoindia.com

APPOINTMENT OF WHOLE TIME COMPANY SECRETARY

As per the provisions of the Companies Act, 1956 the Company should have a whole time Company Secretary. Despite the best efforts taken, the Company could not appoint a suitable person. The Company''s present financial situation does not support the remuneration demanded by prospective candidates. However, the Company will endeavour to appoint a whole time Company secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

i) That in the preparation of the Annual Accounts, for the year ended 31st March 2012, the applicable Accounting Standards have been followed along with proper explanations for material departures, if any;

ii) That the selected accounting policies were applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2012 and of the profit of the Company for that period;

iii) That 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 safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2012 has been prepared on a going concern basis.

AUDITORS

It is proposed to reappoint M/sT. Selvaraj & Co., Chartered Accountants, Chennai, as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the company. The Directors recommend their appointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no Particulars to be furnished for the year as required under sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

STATEMENT OF EMPLOYEES'' PARTICULARS

There are no employees drawing remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more per month, during the year, as required to be furnished under sec 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ADMINISTRATIVE OFFICE

Your Company has decided to have an Administrative Office at No. 106, Armenian Street, Chennai 600001 where the Books of Accounts of the Company will be kept and maintained.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.

For and on behalf of the Board

V.R. Venkataachalam

Chairman

Registered Office:

TCP Sapthagiri Bhavan,

No.4, (Old No.10)

Karpagambal Nagar,

Mylapore,

Chennai 600 004.

Date: 1st September 2012


Mar 31, 2011

To the Members

The Directors have pleasure in presenting the Fourth Annual Report and the Audited Accounts of your Company for the year ended 31s'' March 2011.

FINANCIAL RESULTS

31st March 2011 31st March 2010* Rs. Rs.

Sales and other Income 5,98,52,876 1.11.88,505

Profit before Depreciation 91,93,617 16,47,085

Depreciation 2,42,561 58,423

Profit Before Tax 89.51.056 15,88.662

Provision for Tax 14.67.590 2.45.448

Profit after Tax 74,83,466 13.43.214

The financial results for the year ended 31s'' March 2010 is after including the results of the Agencies and Services Undertaking (post Demerger) for the period from 1st January 2010 to 31st March 2010.

OPERATIONS

As the members may be aware, pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1s'' Jan 2010. the Appointed Date as per the Demerger Scheme

The Company operates in 5 divisions viz.. Warehousing, Cochin. Showrooms. Agencies and Bintex The Warehousing division has rented its warehouses and is deriving rental income from it. The Cold Storage room division at Cochin has been rented out for godown and office space rental income. The Showrooms are engaged in retail selling of textile materials. The Agencies division is engaged in the business of selling Tarpaulin, ram coats and bags. The Bintex division is engaged in selling textile materials, particularly uniform materials bed spreads and other textile varieties,

For the year 2010-11, the Rental income from Warehousing division is Rs.90.49 lakhs and Cochin Division is Rs. 12.91 lakhs The sale made by the Showrooms division is Rs.11.88 lakhs, the Agencies division is Rs.4.32 fakhs and the Bintex division is Rs.469.77 iakhs.

The aggregate amount of Rent and Sales is Rs.589 37 lakhs. The Net Profit before tax is Rs 89 51 lakhs

PREFERENCE SHARES

The 9.75% Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each, aggregating to Rs.29.40,000/-, are redeemable on or before 30lh June 2011. The company, after obtaining the consent of the holders of the 9.75% CRPS, has extended the redemption date for the Preference Shares by 5 years.

After the extension, the 9.75% CRPS are redeemable on or before 30-6-2016. The 9% CRPS are redeemable in tranches on different dates. The earliest date of redemption is 30-1-2012.

Preference dividend is payable on the CRPS from the date of original allotment of shares by Binny Ltd The holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the Company

DIVIDEND ON EQUITY SHARES

Since the Company is in the second year of operation after the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in the Company, pursuant to the Demerger Scheme, the company wants to conserve its resources for future operations. Hence, the company Is not recommending dividend on the equity shares this year.

DIRECTORS

Shri S. Natarajan, Director, retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

AUDIT COMMITTEE

The Board of Directors, at their meeting held on 12th May 2010. constituted the Audit Committee under section 292A of the Companies Act. 1956 and pursuant to Article 144 of the Articles of Association of the Company. The Audit Committee constituted is as follows.

Shri S. Natarajan - Chairman Shri S. Varatharajan; and Shri V. Sengutuvan

The Audit Committee shall have such powers, duties and responsibilities and shall function In such manner as provided in section 292A of the Companies Act. 1956 and in any listing agreement entered into by the Company with the stock exchanges

A meeting of the Audit Committee was held on 27-8-10. AH the members of the Committee attended the meeting.

SHARE TRANSFER & INVESTORS'' GRIEVANCE COMMITTEE

The Board of Directors, at their meeting heid on 12"1 May 2010 constituted the Share Transfer& investors Grievance Committee pursuant to Article 144 of the Articles of Association of the Company The Share Transfer & ''nvestors'' Grievance Committee constituted is as fc''lows.

Shri V.R. Venkataachalam - Chairman Shri V. Rajasekaran. and Shri S. Varatharajan

The Share Transfer & Investors'' Grievance Committee will expedite the process of share transfers and for this purpose the Board of directors has delegated the powe-s of registration of share transfers to the Committee with the direction that any major share transfers approved by the Committee shall be placeo before the Board for its consideration

The Share Transfer & Investors'' Grievance Committee also will specifically look into the redressal of Shareholders/Investors complaints like delay in registering share transfers, non-receipt of Balance Sheet, non-receipt of declared dividends, undue delays in allowing demat requests and such other complaints.

15 meetings of the Committee were held during the year 2010-11 on the following dates:

30-7-10, 16-8-10, 31-8-10, 7-10-10, 30-10-10, 15-11-10, 30-11-10, 15-12-10, 30-12-10, 17-1-11, 31-1-11, 15-2-11, 28-2-11, 15-3-11 and 30-3-11.

All the members of the committee attended all the meetings.

LISTING OF THE EQUITY SHARES OF THE COMPANY ON STOCK EXCHANGES

Your Company has made application to the Bombay Stock Exchange and the Madras Stock Exchange seeking listing of the 31,88,474 Equity Shares of the company on the Stock Exchanges. The Stock Exchanges have given their in-principle approval for the listing of the shares on the Stock Exchanges. However, the trading in the shares would commence only on receipt of the SEBI approval under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 The company''s application to the SEBI, submitted through the Bombay Stock Exchange, is being processed by the SEBi.

DEMATERIALISATION OF SHARES AND LIQUIDITY

For Dematerialisation of Equity Shares, your company has entered into a Tripartite Agreement along with M/s Cameo Corporate Services Limited (the Registrar and Share Transfer Agent) with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for admitting the equity shares of the company in their depository system - from 2nd June 2010 with the NSDL and 13lh July 2010 with the CDSL - and the equity shares have been allotted the International Securities Identification Number (ISIN): INE160L01011.

However, the Depositories have suspended and marked frozen the ISIN, until the receipt of notice from the Stock Exchanges, where the shares of the Company are listed, for commencement of trading and for reactivation of the ISIN.The trading in the shares would commence on receipt of approval from the SEBI.

Details of shares in Demat and Physical Form as on 31st March 2011:

Particulars No. of Shareholders No. of Shares % to Capital

NSDL 632 3,11,284 9.76

CDSL 9 262 0.01

Physical Form 348 28,76,928 90.23

Total 8,989 31,88,474 100.00

REGISTRAR AND SHARE TRANSFER AGENT:

Your Company has entered into an RTA Agreement with M/s Cameo Corporate Services Ltd.. Chennai. Shareholders/Investors are requested to forward their share transfer documents Demat requests and other related correspondence directly to the RTA at the following address for speedy response

M/s Cameo Corporate Services Ltd Subramanian BuHding''

No.1, Club House Road, Chennai 600 002.

Phone: 044-2846 0390 to 2846 0394; Fax: 044-2846 0129;

E-mail:investor@cameoindia.com

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

i) That in the preparation of the Annual Accounts, for the year ended 31s" March 2011, the applicable Accounting Standards have been followed along with proper explanations for material departures, if any;

ii) That the selected accounting policies were applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31s'' March 2011 and of the profit of the Company for that period;

iii) That 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 safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2011 has been prepared on a going concern basis.

AUDITORS

It is proposed to reappoint M/s T. Selvaraj & Co., Chartered Accountants, Chennai, (Firm Registration No. 003703S) as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the company The Directors recommend their appointment

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no Particulars to be furnished for the year as required under sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

STATEMENT OF EMPLOYEES'' PARTICULARS

Then? are no employees drawing remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more oer montn during the year as required to De furnished under sec 217(2A) of the Companies Act, 1956, ¦baa with the Companies (Particulars of Employees) Rules. 1975.

ACKNOWLEDGEMENT

our Directors place on record ''nee appreciation for the continued co-operation and support extended by 31I concerned persons and authorities tor the smooth and efficient functioning of the Company.

For and on behalf of the Board

V.R. Venkataachalam

Chairman

Registered Office:

TCP Sapihagm Bhavan.

No 4. ,;Oic No. 10;

KarpagamDai Nagar.

Viaoore Cnennai 600 004

Date 29th August 2011


Mar 31, 2010

To the Members

The Directors have pleasure in presenting the Third Annual Report and the Audited Accounts of your company for the year ended 31" March 2010.

FINANCIAL RESULTS

31st March 2010 31st March 2009 Rs. Rs.

Sales and other Income 1,11,88,505

Profit before Depreciation 16,47,085 (9,695)

Depreciation 58,423

Profit Before Tax 15,88,662 (9.695)

Provision for Tax 2,45,448

Profit after Tax 13,43,214 (9,695)

*The financial results for the year ended 31s" March 2010 is after including the results of the Agencies and Services Undertaking (post Demerger) for the period from 1" January 2010 to 31" March 2010.

SCHEME OF ARRANGEMENT AND DEMERGER

Pursuant to the Demerger scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd has been demerged from Binny Ltd with effect from ^January 2010 and has been transferred to and vested in Binny Mills Ltd on a going concern basis.

Events leading to the sanction of the Scheme of Arrangement by the Madras High Court:

At the Board Meeting held on 5,h December 2009, Board approved the draft Scheme of Arrangement with Binny Ltd for the demerger of the Agencies & Services Division/Undertakings of Binny Ltd to your company. At the same meeting Board also approved the valuation reports on the share entitlement ratio and the Scheme to issue and allot to each member of Binny Ltd, whose name is recorded in their Register of Members on the Record Date, 1 equity share of Rs.10/- each fully paid-up of Binny Mills Ltd for every 7 equity shares of Rs.5/- each fully paid-up held by members of Binny Ltd, in consideration of the demerger including the transfer and vesting of the aforesaid Demerged Undertakings in your company.

At the Madras High Court convened Extraordinary General Meeting of the Equity shareholders of Binny Ltd held on 10th March 2010, certain modifications were made to the Scheme of Arrangement and the Equity Shareholders of Binny Ltd thereafter approved the modified Scheme of Arrangement. At the Board Meeting held on 10th March 2010, Board approved the modified Scheme of Arrangement as approved by the Equity Shareholders of Binny Ltd.

The seven members of the company (pre-demerger) individually submitted Consent Affidavit dated 12th March 2010 to the Madras High Court submitting that they approve the modified Scheme of Arrangement as approved by the Board and giving their consent to Binny Mills Ltd to file a petition under sections 391 to 394 of the Companies Act, 1956 for the confirmation of the modified Scheme of Arrangement. The seven members of-the company (pre-demerger), earlier, in their Consent Affidavit dated 20m January 2010, to the Madras High Court, while giving their consent for the original Scheme of Arrangement, also gave their consent to Binny Mills Ltd to apply to the Madras High Court to dispense with the holding of the meeting of the equity shareholders of Binny Mills Ltd to consider and approve the Scheme of Arrangement.

Binny Mills Ltd filed a petition in the Madras High Court on 18lh March 2010 under sections 391 to 394 of the Companies Act, 1956 for sanction of the Scheme of Arrangement between Binny Ltd, S.V. Global Mill Ltd and Binny Mills Ltd and their respective shareholders and Creditors. On 22nd April 2010 Madras High Court passed order sanctioning the Scheme of Arrangement between Binny Ltd, S.V. Global Mill Ltd and Binny Mills Ltd and their respective shareholders and Creditors with effect from 1st January 2010 [henceforth called "Scheme"] (the Appointed Date as per the Scheme) and declared that the Scheme shall be binding on all the shareholders and creditors of the three companies viz., Binny Ltd, S.V. Global Mill Ltd and Binny Mills Ltd. The Madras High Court also directed the companies to file with the Registrar of Companies, Chennai, a certified copy of the Court Order sanctioning the Scheme, within 30 days from the date of the Order. A certified copy of the Court Order sanctioning the Scheme was filed with the Registrar of Companies, Chennai, on 10m May 2010 (the Effective Date as per the Scheme)

Appointed Date and Effective Date as per the scheme:

The Appointed Date, as per the Court sanctioned Scheme, is 1st January 2010-the date from which the Scheme comes into operation.

The Effective Date, as per the Court sanctioned Scheme, is 10th May 2010 - the date from which the Scheme comes into effect.

Salient aspects of the Scheme:

1. The Agencies and Services Undertaking of Binny Ltd shall be demerged from Binny Ltd with effect from 15'' January 2010 and shall stand transferred to and vested in Binny Mills Ltd on a going concern basis such that all the properties and''assets and rights, claims, title, interest, authorities and liabilities comprised in the Agencies and Services Undertakings immediately before the demerger shall become the properties and assets and rights, claims, title, interest, authorities and liabilities of Binny Mills Ltd by virtue of and in the manner provided in the Scheme.

2. The Authorised Share Capital of the Company shall stand increased from Rs.10 lakhs to Rs. 144.25 crores with Equity Share CapitaLat Rs.3.20 crores and the Preference Share Capital at Rs.141.05 crores.

3. Due to the aforesaid increase in the Authorised Capital, the Capital Clause V of the Memorandum of Association of the company requires to be altered suitably. [The Capital Clause V of the Memorandum of Association was suitably altered with effect from 10th May 2010 after the coming into effect of the Scheme].

4. With the issuance and allotment of the new Equity Shares and the new Preference Shares, the initial issued and paid-up equity share capital of the company of Rs.5,00,000/- shall be converted into 1,00,000 (9%) Cumulative Redeemable Preference Shares of Rs.5/- each aggregating to Rs.5,00,000/- of Binny Mills Ltd.

5. Share Entitlement Ratio:

Equity Shares: 1 Equity Share of Rs.10/- each, credited as fully paid-up, of Binny Mills Ltd for every 7

Equity Shares of Rs.5/- each, fully paid-up, of Binny Ltd.

9.75% Preference Shares: 15 (9.75%) Cumulative Redeemable Preference Shares of Rs.5/- each, credited as fully paid-up, of Binny Mills Ltd for every 30 (9.75%) Cumulative Redeemable Preference Shares of Rs.5/- each, fully paid-up, of Binny Ltd. 9% Preference Shares: 1,631 (9%) Cumulative Redeemable Preference Shares of Rs.5/- each, credited as fully paid-up, of Binny Mills Ltd for every 3,125 (9%) Cumulative Redeemable Preference Shares of Rs.5/- each, fully paid-up, of Binny Ltd.

6. Upon the Demerger becoming effective, the assets of Binny Mills Ltd viz,, the Agencies and Services Undertaking, shall be revalued and the difference in the valuation of such assets shall be recorded in a Revaluation Reserve Account created for the purpose. [-4s per Schedule V of the Scheme, the Land atB&C Mill Compound measuring 503.84 grounds in area, has been revalued, at Rs. 155.18 crores and after adjusting the book value an amount of Rs.155.17 crores has been credited to the Revaluation Reserve Account created for this purpose.]

7. The Revaluation Reserve so created shall be utilized for adjustment of any goodwill that may arise on account of the Demerger and the balance, if any, remaining after such adjustment, shall be utilized to adjust the balance of accumulated losses and other miscellaneous expenditure reflected in the Balance Sheet of Binny Mills Ltd as on the Appointed Date viz., 1st January 2010. [Accordingly, an amount of Rs. 131.67 crores arising on account of goodwill on demerger has been adjusted against the Revaluation Reserve.]

8. On the Scheme coming into effect, all the permanent staff, workmen and employees of the Agencies and Services Undertaking in service on such date shall be deemed to have become staff, workmen and employees of Binny Mills Ltd with effect from the Effective Date viz., 10th May 2010 without any interruption of service and on the basis of continuity of service and the terms and conditions of their employment with Binny Mills Ltd shall not be less favourable than those applicable to them with reference to the Agencies and Services Undertaking on the Effective Date. The list of such employees pertaining to the Agencies and Services Undertaking has been separately agreed between Binny Ltd and Binny Mills Ltd.

Issue and allotment of Equity Shares and Preference Shares:

As per the Scheme, upon the Scheme coming into effect and in consideration of the Demerger, including the transfer and vesting of the Agencies and Services Undertaking of Binny Ltd in Binny Mills Ltd, the company shall, without any further act or deed, issue and allot to each Member and Preference Shareholder of Binny Ltd, whose name is recorded in the Register of Members and Register of Preference Shareholders of Binny Ltd on the Record Date, Equity shares and Preference shares in the company, as per the Share Entitlement Ratio.

Accordingly, 28th May 2010 was fixed as the record*date. And on 2nd June 2010, Board issued and allotted 31,88,474 Equity Shares of Rs.10/- each of the company, credited as fully paid-up, aggregating to Rs.3,18,84,740/-, to the members of Binny Ltd, as per the Share Entitlement Ratio. On the same day, Board also issued and allotted 5,88,000 (9.75%) Cumulative Redeemable Preference Shares of Rs.5/- each, credited as fully paid-up, of the company, aggregating to Rs.29,40,000/-and 28,14,18,142 (9%) Cumulative Redeemable Preference Shares of Rs.5/- each, credited as fully paid-up, of the company (including 1,00,000 shares to the 7 pre demerger equity shareholders of the company), aggregating to Rs.140,70,90,710/-, to the respective Preference Shareholders of Binny Ltd,, as per the Share Entitlement Ratio.

Redemption of Preference Shares:

The 9.75% Cumulative Redeemable Preference Shares are redeemable on or before 30,h June 2011. The 9% Cumulative Redeemable Preference Shares are redeemable on or before 12,h May 2015.

Post De merger Accounts:

The Profit and Loss Account of the company for the year ended 31" March 2010 is prepared after including the results of the Agencies and Services Undertaking (post Demerger) for the period from 1" January 2010 to 31* March 2010 and the Balance Sheet of the Company as at 31" March 2010 is after taking into account the demerged assets and liabilities.

DIRECTORS

Shri V.R. Venkataachalam was appointed as the Non-Executive Chairman of the company by the Board of directors at their meeting held on 12m May 2010. Pursuant to Article 93 of the Articles of Association of the company he shall be the Chairman at every general meeting of the company.

Shri V. Rajasekaran was appointed as Managing Director of the company for a period of five years with effect from 12* May 2010.

Shri S. Natarajan and Shri S. Varatharajan, who were appointed as Additional Directors of the company by the Board of Directors at their meeting held on 12lh May 2010, hold office up to the ensuing Annual General Meeting and being eligible offer themselves for appointment as directors of the company.

Shri V. R. Venkataachalam, Director, retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

AUDIT COMMITTEE

The Board of Directors, at their meeting held on 12lh May 2010, constituted the Audit Committee under section 292A of the Companies Act, 1956 and pursuant to Article 144 of the Articles of Association of the company. The Audit Committee constituted is as follows:

Shri S. Natarajan - Chairman Shri S. Varatharajan; and Shri V. Sengutuvan

The Audit Committee shall have such powers, duties and responsibilities and shall function in such manner as provided in section 292Aof the Companies Act, 1956 and in any listing agreement entered intb by the company with the stock exchanges.

SHARE TRANSFER & INVESTORS''GRIEVANCE COMMITTEE

The Board of Directors, at their meeting held on 12th May 2010, constituted the Share Transfer & Investors'' Grievance Committee pursuant to Article 144 of the Articles of Association of the company. The Share Transfer & Investors'' Grievance Committee constituted is as follows:

Shri V.R. Venkataachalam - Chairman Shri V. Rajasekaran; and Shri S. Varatharajan

The Share Transfer & Investors'' Grievance Committee will expedite the process of share transfers and for this purpose the Board of directors has delegated the powers of registration of share transfers to the Committee with the direction that any major share transfers approved by the Committee shall be placed before the Board for its consideration.

The Share Transfer & Investors'' Grievance Committee also will specifically look into the redressal of Shareholders/Investors complaints like delay in registering share transfers, non-receipt of Balance Sheet, non-receipt of declared dividends, undue delays in allowing demat requests and such other complaints.

LISTING OF THE EQUITY SHARES OF THE COMPANY ON STOCK EXCHANGES

Your Company has made application to the Bombay Stogk Exchange and the Madras Stock Exchange seeking listing of the 31,88,474 Equity Shares of the company on the Stock Exchanges. The application is being processed by the Stock Exchanges.

DEMATER1ALISATI0N OF SHARES AND LIQUIDITY

For Dematerialisation of Equity Shares, your company has entered into a Tripartite Agreement along with M/s Cameo Corporate Services Limited (the Registrar and Share Transfer Agent) "with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for admitting the equity shares of the company in their depository system - from 2nd June 2010 with the NSDL and 13th July 2010 with the CDSL - and the equity shares have been allotted the International Securities Identification Number (ISIN): INE160L01011

However, the Depositories have suspended and marked frozen the ISIN, from the date of its credit in their system, for all debits in the Depositories, pursuant to the Madras High Court Order regarding issue of shares pursuant to the Scheme. Hence, only credits pertaining to the ISIN will be allowed. The debits in the system will be activated on the receipt of notice from the Stock Exchanges, where the shares of the company are listed, for commencement of trading and for reactivation of the ISIN.

REGISTRAR AND SHARE TRANSFER AGENT:

Your company has entered into an Agreement with M/s Cameo Corporate Services Ltd., Chennai, for providing investor services and share transfer and registry services. Shareholders/Investors are requested to forward their share transfer documents, Demat requests and other related correspondence directly to the RTA at the following address for speedy response: M/s Cameo Corporate Services Ltd

''Subramaoian Building''

No.1, Club House Road, Chennai 600 002.

Phone: 044-2846 0390 to 2846 0394; Fax: 044-2846 0129;

E-maiI:investor@cameoindia.com

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956.

i) That in the preparation of the Annual Accounts, for the year ended 31 ** March 2010, the applicable Accounting Standards have been followed along with proper explanations for material departures, if any;

ii) That the selected accounting policies were applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2010 and of the profit of the Company for that period;

iii) That 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 safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31st March 2010 has been prepared on a going concern basis.

AUDITORS

M/s CNGSN & Associates and M/s T. Selvaraj & Co., Chartered Accountants, Chennai, were.appointed as the joint Statutory Auditors of the company for the year 2009-2010.

It is proposed to appoint M/s T. Selvaraj & Co., Chartered Accountants, Chennai, as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the company. The Directors recommend their appointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no Particulars to be furnished for the year as required under sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

STATEMENT OF EMPLOYEES'' PARTICULARS

There are no employees drawing remuneration of Rs.24 lakhs or more per annum or Rs.2 lakhs or more per month,, during the year, as required to be furnished under sec 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all cbncerned persons and authorities for the smooth and efficient functioning of the Company.

For and on behalf of the Board

V.R. Venkataachalam

Chairman

Registered Office:

TCP Sapthagiri Bhavan,

No.4, (Old No. 10) Karpagambal Nagar,

Mylapore, Chennai 600 004.

Date: 27th August 2010

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