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Directors Report of Binny Mills Ltd.

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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