Directors Report of Flora Textiles Ltd.

Mar 31, 2015

Dear Members,

Your directors take pleasure in submitting to you their Twenty Second Annual Report together with the Audited Balance Sheet of the Company as at 31st March, 2015 and the Profit & Loss Account for the Year ended on that date.

WORKING RESULTS :

The working results of the Company for the Year under review are summarized and furnished below: - Rs. In lakhs

31.03.2015 31.03.2014

Sales and Other Receipts 212.90 491.96

Other Income 0.89 0.95

Total Receipts 213.79 492.91

Gross Profit/(loss)before interest and (59.79) (22.95) Depreciation

Less : Interest 44.94 40.81

Profit before Depreciation (104.73) (63.76)

Less: Depreciation 4.48 6.23

Net Profit/ loss for the Year (109.21) (69.99)

Opening balance - Loss' brought forward (1524.84) (1454.84)

Total Loss taken to P& L Account (1634.05) (1524.84)

REVIEW OF OPERATIONS :

During the year under review, the overall sales and other income of the Company was Rs.213.79 lakhs as against Rs.492.91 Lakhs in the last year. Gross Profit / (loss) before interest and depreciation amounted to Rs (59.79) lakhs (Previous Year Rs.(22.95) lakhs). The Net loss came to Rs.109.21 lakhs (Previous Year Rs.(69.99) lakhs).

PROSPECTS :

As the textiles industry is slightly recovering and power position becoming stable, there may be slight improvement in the performance of the company in the current year.

The management is making all the possible efforts to bring better results in the future.

DIRECTORS:

The board of Directors is duly constituted.

Mr Vilayati Ram Gupta retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Ms C R Padma has resigned from the Board of Directors of the company on 19th May, 2015 and in her place Mr Kana Ram has appointed as an Independent Director with effect from 30th May, 2015.

The Board wishes to place on record its appreciation of the good work done by Ms C R Padma during hertenure with the Company.

None of your directors is disqualified under Section 164 of the Act.

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

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS / SECRETARIAL AUDITOR IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

However, as a prudent measure your Company has obtained a secretarial audit report as applicable to Listed Companies and as required under section 204 (1) of the Companies Act, 2013.. Certain observations made in the report with regard to non filing of some forms and compliance with certain SEBI rules and guidelines should be viewed in the light of the aforesaid SEBI and Companies Act 2013. However, the company would, as in the past, ensure that all the applicable provisions are complied to the fullest extent.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Key Managerial Personnel

Mr.Hemant Kumar Gupta, was appointed as Chief Financial Officer with effect from 30th Sep, 2014. The remuneration and other particulars of Mr. Hemant Kumar Gupta is included in extract of Annual Report in Form MGT 9 annexed as Annexure A.

Internal Control System and their Adequacy

The Company has an Internal Control System, Commensurate with its size, scale and complexity of its operations. Audit Committee reviews internal audit reports and oversees the internal control system of the Company.

Corporate Governance

Your Company is committed to maintaining high standards of Corporate Governance. A report on Corporate Governance, along with a certificate from the Statutory Auditors on compliance with Corporate Governance norms forms a part of this report.

Human Resources

The HR strategy and initiatives of your Company are designed to effectively partner the business in the achievement of its ambitious growth plans and to build a strong leadership pipeline for the present and several years into the future.

STATUS OFTHE COMPANY UNDER SICA:

BIFR in its meeting held on 27/09/2012 has approved Modified Draft Rehabilitation Scheme. The company is taking necessary steps to implement the same.

Extract of Annual Report

The Details forming part of the extract of the Annual Report form MGT 9 is annexed herewith as AnnexureA.

Meetings

Calendar of Meetings are prepared and circulated in advance to the Directors. The details of which are given in the Corporate Governance Report.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements:

1) in the preparation of the annual financial statements for the year ended March 31st, 2015, the applicable accounting standards had been followed along with the proper explanation relating to material departures.

2) for the financial year ended March 31st, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended 31st March, 2015.

3) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual financial statements have been prepared on a going concern basis.

5) that proper internal financial control was followed by the company and that such internal financial controls are adequate and were operating effectively.

6) that proper system to ensure compliance with the provisions of all applicable laws was in place and that such systems were adequate and operating effectively.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The Key provisions of Nomination and Remuneration policy are as follows:

Nomination and Remuneration policy is guided by a common reward framework and set of principles and objectives as particularly envisaged under section 178 of the Companies Act 2013, inter alia principles pertaining to determining qualifications, positives attributes, integrity and independence etc.

Related PartyTransactions

Particulars of Contracts and Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of Companies Act, 2013:

The Company adopted a Related Party Transaction Policy in terms of Section 188(1) All transactions entered with Related Parties for the year 2014-15 were on Arm's length basis.

There were no material related party transactions in terms of the Related Party Transaction Policy during the year.

Thus disclosure in Form AOC-2 as per Companies Act, 2013 and Rul 8 of Companies (Account) Rules, 2014 is not required.

All related party transaction are placed before the Audit Committee and also to the Board for approval on a quarterly basis. Omnibus approval was obtained for transaction of repetitive nature.

ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been evaluated pursuant to the provisions of the Act and the Listing Agreement.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the non-mandatory requirements of the Listing Agreement, the Company has established a whistle blower mechanism to provide an avenue to raise concerns. The Ombudsperson appointed by the Board deals with the complaints received and ensures appropriate action. No employee was denied access to the Audit Committee. In line with the requirement of Section 177 of the Companies Act, 2013, the scope of the Whistle Blower Policy has been amended to include the Directors also (in addition to the employees, customers and vendors) to facilitate reporting of their genuine concerns relating to unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Further, the mechanism also provides adequate safeguards against victimisation of persons using the mechanism and provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Particulars of Employees

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to Members and others entitled thereto excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

There are no employees drawing salaries in excess of the limit prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

Conservation of energy, Technology absorption and foreign exchange earnings and outgo

Conservation of energy, Technology absorption and foreign exchange earnings and outgo is annexed.

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

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. The company has not received any compliant about sexual harassment during the year 2014-15.

Auditors

The Members appointed M/s Anjana & Co, the Statutory Auditors of the Company for a period of 3 years from the conclusion of 21st AGM (2014) till the conclusion of 24th AGM (2017).

The Board has recommended the appointment of the Auditors for the financial year 2015-16. The necessary resolution is being placed before the shareholders for approval.

The Company has received confirmation from the firm regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

Mr A C Saravan, Practicing Company Secretary was appointed for the year ended 31 st March ,2015 to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure B.

STOCK EXCHANGES:

Your company is listed with Bombay Stock Exchange.

The Corporate Governance Report of your company as on 31.3.2015 is enclosed for your perusal as Annexure - C.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

ACKNOWLEDGEMENT:

The Board wishes to place on record of their appreciation for the good work done by the employees of the company. It takes the pleasure of recording the services rendered by the MA and BIF R for and on the revamping exercise of the company.

Place: Coimbatore By Order of the Board. Date : 30.05.2015 -Sd- V.R. Gupta Chairman

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Mar 31, 2013

Ladies and Gentlemen,

Th directors take pleasure in submitting to you their Twentieth Annual Report together with the Audited Balance Sheet of the Company as at 31 st March, 2013 and the Profit & Loss Account for the Year ended on that date.

WORKING RESULTS

The working results of the company for the year under review are summarised and furnished below: -

Rs. in Lacs

Sales and Other Receipts 501.42

Other Income 2.49

Total Receipts 503.91

Profit before interest and Depreciation 45.43

Less: Interes 37.82

Profit before Depreciation 7.61

Less: Depreciation 7.18

Net Profit /loss for the Year 0.43

Opening balance - Loss'' brought forward (1455.27)

Total Loss taken to P & L Account (1454.84)

REVIEW OF OPERATIONS:

During the year under review, the overall sales and other income of the Company was Rs 503.91 lakhs as against Rs.412.97 Lakhs in the last year. Profit / (loss) before interest and depreciation amounted to Rs 45.43 lakhs (Previous Year Rs (43.36)lakhs). The Net Profit came to Rs0.43 lakhs (Previous Year Rs(91.71) lakhs).

The major factors for low profit in the financial year under review were due to increase in raw material prices, shortage of power and inability to pass on the increase to our customers.

PROSPECTS:

As the textiles industry is slightly recovering and power position becoming stable, there may be slight improvement in the performance of the company in the current year.

The Directors are evaluating various options to improve the performance of the Company with reference to sales and profitability.

DIRECTORS:

Miss.C.R.Padma retires by rotation and offers herself for re-election. Mr.V.R.Gupta retires by rotation and offers himself for re-election. Your directors recommend these resolutions for your approval.

DEPOSITS :

Your Company has accepted deposits from Companies without extending invitation to public. As at the close of the year, there were no amounts remaining unclaimed.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT. 1956 :

217 (1) (e) - A statement on the conservation of energy, technology absorption and foreign exchange earnings and outgo has been furnished by way of Annexure-1 to this report.

217 (2A) - There was no employee of the company who has drawn the prescribed salary during the year under review.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors of the Company confirm the following, subject to the fact that your company is a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provision) Act. 1985 :

i. that in the preparation of annual accounts, the applicable accounting standards had been followed and there is no material departure from the said standards :

ii. that the Directors had selected such accounting policies and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period :

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

iv. that the Director had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring Auditors are eligible for reappointment. A certificate under Section 224(1 B) of the Companies Act, 1956 has been obtained from them confirming their eligibility for reappointment.

STATUS OF THE COMPANY UNDER SICA:

During the year under review, BIFR in its meeting held on 27/09/2012 has approved Modified Draft Rehabilitation Scheme. Hence the agenda number 5 in the notice have emerged

AUDIT COMMITTEE:

Pursuant to provision of Section 292A of the Companies Act.1956, the audit committee constituted last year comprising of Sri. V.R. Gupta, Sri. K. Venkatasubramaniam, Miss C.R. Padma discussed and given useful suggestions in the implementation of the accounting standards and the quickening process of internal check and audit.

STOCKEXCHANGES:

Your company is listed with Mumbai, Calcutta and Delhi Stock Exchanges as Coimbatore stock exchange has been closed.

The Corporate Governance Report of your company as on 31.3.2013 is enclosed for your perusal as Annexure - II.

ACKNOWLEDGEMENT:

The Board wishes to place on record of their appreciation for the good work done by the employees of the company. It takes the pleasure of recording the services rendered by the MA and B I F R for and on the revamping exercise of the company.

Place : Coimbatore On behalf of the Board.

Date : 31.05.2013 V.R.GUPTA

Sd/-

Chairman

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Mar 31, 2012

The directors take pleasure in submitting to you their Nineteenth Annual Report together with the Audited Balance Sheet of the Company as at 31 st March, 2012 and the Profit & Loss Account for the Year ended on that date.

WORKING RESULTS

The working results of the company for the year under review are summarised and furnished below: -

Rs. in Lacs

Sales and Other Receipts 410.30

Other Income 2.67

Total Receipts 412.97

Gross Profit before interest and Depreciation 43.36

Less: Interest 39.65

Profit before Depreciation (83.01)

Less: Depreciation 8.70

Net Profit/loss for the Year (91.71)

Opening balance - Loss brought forward (1363.56)

Total Loss taken to P & L Account (1455.27)

REVIEW OF OPERATIONS:

During the year under review, the overall sales and other income of the Company was Rs.412.97 lakhs as against Rs.560.27 lakhs in the last year. Gross Profit / (Loss) before interest and depreciation amounted to Rs (43.36) lakhs (Previous Year Rs 31.11 lakhs). The Net loss amounted to Rs91.71 lakhs (Previous Year Rs14.24 lakhs).

The major factors to net loss in the financial year under review were due to increase in raw material prices, shortage of power, high cost of interest and inability to pass on the increase to our customers.

PROSPECTS:

As the textiles industry is hard hit by slowing of economy and government policies and high input cost , there may not be any improvement in the performance of the company in the current year.

The Directors are evaluating various options to improve the performance of the Company with reference to sales and profitability. Unless the Company could secure remunerative prices for fabrics, the working results may not be profitable.

DIRECTORS:

Mr.Ravindrakumar retires by rotation and offers himself for re-election. Mr.K.Venkatasubramaniam retires by rotation and offers himself for re-election. Your directors recommend these resolutions for your approval.

DEPOSITS:

Your Company has accepted Inter Corporate Deposits from Companies. As at the close of the year, there were no amounts remaining unclaimed.

PARTICULARS AS PER SECTION 217 OFTHE COMPANIES ACT, 1956:

217 (1) (e) - A statement on the conservation of energy, technology absorption and foreign exchange earnings and outgo has been furnished by way of Annexure-1 to this report.

217 (2A) - There was no employee of the company who has drawn the prescribed salary during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors of the Company confirm the following, subject to the fact that your company is a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provision) Act. 1985 :

i. that in the preparation of annual accounts, the applicable accounting standards had been followed and there is no material departure from the said standards:

ii. that the Directors had selected such accounting policies and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period :

iii. that the Directors had taken proper and efficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act in safeguarding the assets of the Company and for preventing and de acting fraud and other irregularities:

iv. that the Director had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring Auditors are eligible for reappointment. A certificate under Section 224(1 B) of the Companies Act, 1956 has been obtained from them confirming their eligibility for reappointment.

STATUS OF THE COMPANY UNDER SICA:

During the year under review, the company filed a Modified Draft Rehabilitation Scheme to BIFR. In its meeting held on 15.12.2011, BIFR has issued directions to Catholic Syrian Bank Ltd (Monitoring Agency) for modifications of the relief and concessions of MDRS . Catholic Syrian Bank Ltd has submitted the same after duly incorporating the directions of BIFR. The company is awaiting for further BIFR directions. Hence the agenda number 5 to 8 in the notice have emerged.

AUDIT COMMITTEE:

Pursuant to provision of Section 292A of the Companies Act. 1956, the audit committee constituted last year comprising of Sri. V.R. Gupta, Sri. K. Venkatasubramaniam, Ms. C.R. Padma discussed and given useful suggestions in the implementation of the accounting standards and the quickening process of internal check and audit.

STOCK EXCHANGES:

Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi Stock Exchanges. The Corporate Governance Report of your company as on 31.3.2012 is enclosed for your perusal as Annexure-ll.

ACKNOWLEDGEMENT:

The Board wishes to place on record of their appreciation for the good work done by the employees of the company. It takes the pleasure of recording the services rendered by the MA and BI F R for and on the revamping exercise of the company.

Place: Coimbatore On behalf of the Board.

Date : 31.05.2012 V.R. GUPTA

Chairman

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Mar 31, 2010

The directors have pleasure in submitting to you their Seventeenth Annual Report together with the Audited Balance Sheet of the Company as at 31st March, 2010 and the Profit & Loss Account for the Year ended on that date.

WORKING RESULTS

The working results of the Company for the Year under review are summarised and furnished below: - Rs. In Lacs

Sales and Other Receipts 327.13

Other Income 2.53

Total Receipts 329.66

Gross Profit before interest and Depreciat (08.00)

Less: Interest 38.01

Profit before Depreciation (46.01)

Less: Depreciation 8.93

Net Profit/loss for the Year (54.94)

Opening balance - Loss brought forward (1294.37)

Total Loss taken to P&L Account (1349.31)



REVIEW OF OPERATIONS:

During the year under review, the Company achieved production in fabric, measuring 7.48 Lakh Metres as against 7.28 lakh Metres in the previous year and purchased 0.046 lakh mtrs of cloth. The fabric sales value realised was at Rs 284.40 Lakhs as against Rs266.29 Lakhs in the last year. The Company did Conversion of Yam into fabric for Third Parties and earned income by way of conversion charges amounting to Rs.42.27 Lakhs (Rs 20.07 Lakhs in the last Year). Waste sales value realized was at Rs0.46 lakhs as against Rs.0.52 lakhs last year. The company earned interest of Rs2.53 lakhs by other activities which has been included in other income. The overall sales and other income of the CompanywasRs.329.66LakhsasagainstRs.292.77Lakhsinthelastyear.

On account of continuous recession in the economy and in particular in the textile industry and power cut, the Volume of Production and Sales remained very low.

PROSPECTS:

As the industrial recession continues to grip the whole nation and also many Asian Countries, there may not be any improvement in the performance of the company in the current year.

The Directors are evaluating various options to improve the performance of the Company with reference to sales and profitability. Unless the Company could secure remunerative prices for fabrics with improvement in quality of yarn, the working results may not be profitable.

DIVIDEND: .

In the view of unsatisfactory results in the business, the Board of Directors are not to recommend any divided as per statutory norms of the company.

DIRECTORS:

Mr.Ravindrakumar, and Mr K Venkatasubramaniam, Directors of the company retire by rotation and offers themselves for re-election. Your directors recomrnend these resolutions for your approval.

DEPOSITS:

Your Company has accepted deposits from Companies as Inter Corporate Deposits without extending invitation to public. As at the close of the year, there were no amounts or interests remaining unclaimed.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT. 1956:

217 (1) (e) -Astatement on the conservation of energy, technology absorption and foreign exchange earnings and outgo has been furnished by way of Annexure-1 to this report.

217 (2A) - There was no employee of the company who has drawn the prescribed salary during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of the Company confirm the following, subject to the fact that your company is a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provision)Act. 1985 :

i. that in the preparation of annual accounts, the applicable accounting standards had been followed and there is no material departure from the said standards:

ii. that the Directors had selected such accounting policies and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period:

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

iv. that the Director had prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring Auditors are eligible for reappointment. A certificate under Section 224 (1B) of the Companies Act, 1956 has been obtained from them confirming their eligibility for reappointment. The report of the auditor does not contain any disqualification.

STATUS OFTHECOMPANYUNDERSICA:

Your companys restructuring plan has been approved by the BIFR on 1.10.2002 and your directors are regular in sending the quarterly reports based on the plan to the Operating Agencies and to BIFR. As per BIFR directions on 9.9.2009, Catholic Syrian-bank was appointed as monitoring agency and that the company will keep the CSB informed of the implementation of sanctioned scheme. The company has submitted draft modified rehabilitation scheme as required to CSB on 9.3.2010 and the same has been sent by them to BIFR and are awaiting BIFR directions.

Meanwhile, your directors are seriously thinking of possibility of making your company a profitable one either by itself or through merger or anyother means, and the discussions are going on. The result, if possible will be a good news to all of us.

AUDIT COMMITTEE:

Pursuant to provision of Section 292A of the Companies Act.1956, the audit committee constituted last year comprising of Sri. V.R. Gupta, Sri. K. Venkatasubramaniam, Ms C.R. Padma discussed and given useful suggestions in the implementation of the accounting standards and the quickening process of internal check and audit.

STOCKEXCHANGES:

Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi Stock Exchanges.

CORPORATE GOVERNANCE:

The company complies with the principles of Corporate Governance as set out in Clause 49 of the Listing Agreement continuously and your Directors are pleased to attach (Annexure II) a report on Corporate Governance together with the following Certificates / declarations.

a. CEO and CFO Certificate

b. Declaration on code of conduct.

c. Certificate from the Companys Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis on business and operations of the Company is attached to this report.

(Annexure III)

ACKNOWLEDGEMENT:

The Board wishes to place on record of their appreciation of the valuable support and co-operation received from customers, vendors, investors, statutory authorities and associates. Your directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels through their hard work, dedication and support. It takes the pleasure of recording the services rendered by the 0 A and BIF R for and on the revamping exercise of the company.



Place .Coimbatore On behalf of the Board.

Date :29-05-2010 V.R.GUPTA

Chairman

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Mar 31, 2003

The directors are hereby presenting the Nineth Annual Report together with the Audited Balance Sheet of the Company as at 31st March, 2003 and the Profit & Loss Account for the Year ended on that date.

WORKING RESULTS :

The working results of the Company for the Year under review are summarised and furnished below :-

Rs. In Lacs

Sales and Other Receipts 635.14

Other Income 154.68

Total Receipts 789.82

Gross Profit before interest and Depreciation 183.33

Less: Interest 15.22

Profit before Depreciation 168.11

Less : Depreciation 138.47

Net Profit for the Year 29.64

Add : Deffered Tax 26.44

Add : Opening balance - Loss brought forward 1364.06

Total Loss taken to P & L A/c 1307.98

REVIEW OF OPERATONS :

During the year under review, the Company achieved production in Fabric, measuring 13.68 Lakh Metres as against 9.80 Lakh Metres in the previous year. The yam produced by the Company at the Open End Spinning Unit was 2.47 Lakh Kgs. against 2.01 Lakh Kgs in last year. The Fabric sales value realised was at Rs. 453.50 Lakhs as against Rs. 286.71 Lakhs in the last year. The Company sold 2.68 Lakh Kgs of yarn (1.80 Lakhs in the last year), yielding a turnover of Rs. 128.65 Lakhs (Rs. 77.82 Lakhs in the last year). The Company did conversion of yarn into fabric for third Parties and earned income by way of conversion charges amounting to Rs. 44.29 Lakhs (Rs. 42.93 Lakhs in the last Year). The company earned a commission of Rs. 34.22 lakhs by other activities and interest reversal due to settlement of loan to The Catholic Syrian Bank Ltd. to the tune of Rs. 91.40 lakhs and other interest reversal of Rs. 29.06 which has been included in other income. The overall sales and other income of the Company was Rs. 765.42 Lakhs as against Rs. 371.301 Lakhs in the last year. During the year, the Directors have paid to The Catholic Syrian Bank Ltd. Rs. 33.34 Lakhs as per aggrement.

On account of continuos recession in tthe economy and in particular in the textile industry, the Volume of Producttion and Sales remained Very low. The Company continued to incur high cost of Fixed Overheads represented mainly by Depreciation of Fixed Assets

The company has earned a commission of Rs. 34.22 lakhs during the year from Electrosteel castings limited towards order placed with them for Engineering Projects (India) Ltd for supply of Ductile Iron Pipes for a value of Rs. 171.41 lakhs

PROSPECTS :

As the industrial recession continues to grip the whole nation and also many Asian Countries, there may not be any improvement in the performance of the company in the current year.

The Directors are evaluating various options to improve the performance of the Company with reference to sales and profitability. Unless the Company could secure remunerative prices for fabrics with improvement in quality of yam, the working results may not be profitable.

The Company is earning commission as the previous contract with Electosteel Casting Ltd. is in progress during the current year and negotations are on for future contract

DIRECTORS :

M/s. V.R. Gupta retires by rotation and offers himself for re-electtion.

Mr. V.R Venkateswaran, does not wish to offer for re-election due to his pre-occupation. The Board wishes to place on record his valuable services and guidance tendered during the period of his service to the company as director.

In his place Miss C.R. Padma has given consent to act as director of the company. She is M.Com, FCS, BL & Research Scholar, Company Secretary in practice by profession having 14 years experience in corporate administrative, legal & finance matters. A notice under Section 257 along with a deposit of required sum is already been placed by Mr. A.K. Gupta, in his capacity as one of the members of the company for the tenure of his election. Your directors recommend these resolutions for your approval

DEPOSITS :

Your Company has accepted deposits from Directors, their relatives, friends and associates without extending invitation. As at the close of the year, there were no amounts remaining unclaimed.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956 :

217 (1) (e) - A statement on conservation of energy, technology absorption and foreign exchange earning and outgo have been furnished by way of Annexure to this Report.

217 (2A) There was no employees of the Company who has drawn the prescribed salary during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT :

The Directors of the Company confirm the following, subject to the fact that your company is a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provision) Act. 1985 :

i. that in the preparation of annual accounts, the applicable accounting standards had been followed and there is no material departure from the said standards :

ii. that the Directors had selected such accounting policies and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period :

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

iv. that the Director had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring Auditors are eligible for reappointment. A certificate under Section 224(1B) of the Companies Act, 1956 has been obtained from them confirming their eligibility for reappointment.

STATUS OF THE COMPANY UNDER SICA :

Your companys restructuring plan has been approved by the BIFR on 1-10-2002 and your directors are regular in sending the quarterly reports based on the plan to the Operating Agencies and to the BIFR. As and addendum to the restructure plan, a reduction of capital to the extend of Rs. 4.8 crs has been proposed to be made in the pursuing AGM, with your approval.

AUDIT COMMITTEE

Pursuant to provision of Section 292A of the Companies Act. 1956, the audit committee constituted last year comprising of Sri V.R. Gupta, Sri. K. Venkata subramaniam, Sri. V.P. Venkateswaran, has met, discussed and given useful suggestions in the implementation of the accounting standards and the quickening process of internal check and audit.

STOCK EXCHANGES :

Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi Stock Exchanges.

The first Corporate Governance Report of your company as on 31-3-2003 is enclosed for your perusal as Annexure - II

ACKNOWLEDGEMENT :

The Board wishes to place on record of their appreciation for the good work done by the employees of the company. It takes the pleasure of recording the services rendered by the O A and BIFR for and on the revamping exercise of the company.

On behalf of the Board

V.R. GUPTA Chairman

Place : Coimbatore Date : 31.05.2003

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Mar 31, 2002

The directors are hereby presenting the Nineth Annual Report together with the Audited Balance Sheet of the Company as at 31st March, 2002 and the Profit & Loss Account for the Year ended on that date.

WORKING RESULTS :

The working results of the Company for the Year under review are summarised and furnished below ;-

Rs. In Lacs

Sales and Other Receipts 369.52

Other Income 1.79

Total Receipts 317.31

Gross Profit before interest and Depreciation 22.34

Less : Interest on Term Loans 28.52

Profit before Depreciation (6.18)

Less: Depreciation 138.08

Net Loss for the Year (144.26)

Add : Deffered Tax 19.59

Add : Opening balance - Loss brought forward (1054.34)

Total Loss carried ove (1179.01)

REVIEW OF OPERATONS :

During the year under review, the Company achieved production in Fabric, measuring 9.80 Lakh Metres as against 10.27 Lakh Metres in the previous year. The yarn produced by the Company at the Open End Spinning Unit was 2.01 Lakh Kgs. against 1.63 Lakh Kgs in last year. The Fabric sales value realised was at Rs. 286.71 Lakhs as against Rs. 253.02 Lakhs in the last year. The Company sold 1.80 Lakh Kgs of yarn (1.96 Lakhs in the last year), yielding a turnover of Rs.77.82 Lakhs (Rs. 93.18 Lakhs in the last year). The Company did conversion of yarn into fabric for third Parties and earned income by way of conversion charges amounting to Rs. 42.93 Lakhs (Rs. 65.68 Lakhs in the last Year). The overall sales and other income of the Company was Rs. 371.301 Lakhs as against Rs. 718.40 Lakhs in the last year. During the year, the Directors have paid to The Catholic Syrian Bank Ltd. Rs.66.67 lakhs as per agreement.

On account of continuous recession in the economy and in particular in the textile industry, the volume of Production and Sales remained very low. The Company continued to incur high cost of Fixed Overheads represented mainly by the interest on the Term Loans borrowed for the Project and Depreciation of Fixed Assets.

PROSPECTS :

As the industrial recession continues to grip the whole nation and also many Asian Countries, there may not be any improvement in the performance of the company in the current year.

The Directors are evaluating various options to improve the performance of the Company with reference to sales and profitability. Unless the Company could secure remunerative prices for fabrics with improvement in quality of yarn, the working results may not be profitable.

DIRECTORS :

Mr. K. Venkatsubramaniam, the retiring Director being eligible for reappointment, offers himself for reappointment. Also Mr. Ravindrakumar R. the additional director is retiring in forthcoming meeting, offer himself for election as a director and a notice under section 257 alongwith the prescribed deposit has already been received from one of the shareholder of the company.

DEPOSITS :

Your Company has accepted deposits from Directors, their relatives, friends and associates without extending invitation. As at the close of the year,there were no amounts remaining unclaimed.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956 :

217 (1) (e) - A statement on conservation of energy, technology absorption and foreign exchange earning and outgo have been furnished by way of Annexure to this Report.

217 (2A) There was no employees of the Company who has drawn the prescribed salary during the year under review.

AUDITORS

M/s. Anjana & Co., Chartered Accountants, Coimbatore, the retiring Auditors are eligible for reappointment. A certificate under Section 224(1B) of the Companies Act, 1956 has been obtained from them confirming their eligibility for reappointment.

APPLICATION OF THE PROVISIONS OF THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT. 1985 :

As reported in last year Balance Sheet, IIBI held the meeting on 28.8.2001 and submitted its final rehabilitrtion scheme to BIFR which has circulated the same and hearing is to be held on 01.10.2002.

AUDIT COMMITTEE

Pursuant to provision of Section 292A of the Companies Act. 1956, your Directors have constituted an Audit Committee. comprising of the following Directors :

Sri. V.R. Gupta, Sri K. Venkata subramaniam, Sri V.P. Venkateswaran

DIRECTORS RESPONSIBILITY STATEMENT :

The Directors of the Company confirm the following, subject to the fact that your company is a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provision) Act. 1985 :

i. that in the preparation of annual accounts, the applicable accounting standards had been followed and there is no material departure from the said standards :

ii. that the Directors had selected such accounting policies and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period :

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

iv. that the Director had prepared the annual accounts on a going concern basis.

STOCK EXCHANGES :

Your company is listed with Coimbatore, Mumbai, Calcutta and Delhi Stock Exchanges.

The applicability of corporate governance to the company is within 31 st March 2003. Your company has alaready taken steps to comply with the same in the current year.

ACKNOWLEDGEMENT:

The Board also wish to place on record of their appreciation for the good work done by the employees of the company.

On behalf of the Board

V.R. GUPTA Chairman

Place : Coimbatore Date : 31.07.2002