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Directors Report of Kanchi Karpooram Ltd.

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 22nd Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2015

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2015 is summarised below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

Particulars Year ended Year ended 31.03.2015 31.03.2014 (Rs. in Lakhs) (Rs. in Lakhs)

Revenue from operations 5284.49 5660.38

Other income 14.53 15.52

Total Expenses 5262.43 5246.44

Finance Cost 174.62 121.31

Depreciation and amortization expenses 35.26 123.12

Profit / Loss Before tax 36.58 429.46

Current tax 5.00 188.00

Deferred Tax reversal 5.99 (21.48)

Profit / Loss After tax 25.59 270.40

Earnings per share

Basic & Diluted 0.62 6.53

Your Directors recommend the following appropriations:-

Proposed Dividend 20.71 62.13 Dividend Distribution Tax 4.33 10.56

Transfer to general Reserve 0 150.00

EXTRACTOF ANNUAL RETURN

An Extract of Annual Return (as provided in Section 92(3) of the Companies Act, 2013) in Form MGT-9 as on 31st March 2015 is attached as Annexure -1 to this report

NUMBER OF MEETINGS OF THE BOARD

During the year, 9 (Nine) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this 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 in terms of Section 134(5) of the Companies Act, 2013

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

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

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operatingeffectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the members approved the appointments of Mr.Narasimhan Raghu, Mr.K.Venkateswaran and Mr.S.Srinivasan as Independent Directors who are not liable to retire by rotation and Mrs.Pushpa S Jain as a Non-Executive Director who is liable to retire by rotation. The members have also re- appointed Mr.ArunV Shah, as whole time director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs.Pushpa SJain, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

In accordance with the Provisions of Section 203 of the Act, which came into effect from 01st April 2014, Mr.K.C.Radhakrishnan, Chief Financial Officer and Mr.Rakesh Roshan Sethi, Company Secretary as Key Managerial Personnel of the Company were formalised. Mrs. Gayathri S. was appointed as company secretary and compliance officer of the company with effect from 20th June 2015 consequent to the resignation of Mr. Rakesh Roshan Sethi with effect from 30th May 2015.

APPOINTMENT AND REMUNERATION POLICY

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been provided in the Corporate Governance Report, which is attached to this report.

POLICY FOR PREVENTION OFSEXUAL HARASSMENT

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. No complaints were received by the Committee during the period under review.

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR

At the Annual General Meeting of the Company held on September 10,2014, M/sR.Subramanian and Company, Chartered Accountants, (Registration No.FRN 004137S), were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Accordingly, the appointment of M/s R.Subramanian and Company, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Audit committee and the Board of Directors recommend the ratification of appointment of M/s R.Subramanian and Company, Chartered Accountants as Auditors and to fix their remuneration. The members may ratify the appointment of M/s R.Subramanian and Company, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2015-16.

The notes on Financial Statement referred to in the Auditor's Report are Self-explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

As applicable under the erstwhile provisions of the Companies (Cost Audit Report) Rules 2011 the Company has obtained the Cost Audit report from M/s. N.Sivasankaran & Co, Cost Auditors in the previous year 2013-2014. As per the Ministry of Corporate Affairs in exercise of power comfort under section 148 of the Companies Act, 2013 and in supersession of Companies (Cost Accounting Records) Rules 2011, Companies (Cost Audit Report) Rules 2011 notified Companies Cost Records and Audit Rules 2014 in pursuant to Rule 4 of the said rules the Cost Audit of Companies cost records is not applicable for the current financial year, however the Company is required to maintain cost records in the Books of Accounts in pursuance to Rule 3 of said rule.

SECRETARIAL AUDITOR

The Board has appointed Mr.V.S.Sowrirajan, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014 - 2015. The Secretarial Audit Report for the Financial Year 2014 - 2015 is attached as Annexure-2 to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party entered by the Company during the year were in the Ordinary course of business and at Arm's Length Pricing basis. There were no materially significant related party transactions during the year. Details of the transaction are provided in Form AOC-2 which is attached as Annexure-3 to this report

STATEOF COMPANY'S AFFAIRS

The year under review had yielded results achieved by the Company by constant monitoring of imported raw materials price, sale price of camphor & foreign exchange fluctuations. Consequent to the closure of Regional Stock Exchanges viz., Madras, Delhi and Ahmedabad Stock Exchanges, your company is listed in Bombay Stock Exchange (BSE) during the year. This will facilitate members for better trading activities.

DIVIDEND

Your Directors recommend a Dividend of 5%(Rs.0.50 Paise per equity share of Rs.10/- each) for the financial year ended 31st March 2015. Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2015) and the date of the report (14th August 2015)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, relating to Conservation of Energy, Technology, Absorption, Foreign Exchange Earning and Outgo are attached as Annexure-4 to this report.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board. The Committee overseas the Risk Management process including risk identification, the impact assessment and risk reporting. The Audit Committee however has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the listing agreement, Independent Director at their meeting without the participation of the Non-independent directors and management, considered and evaluated the Board's performance and other non-independent directors.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

DEPOSITS FROM PUBLIC

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The details of the Internal Control system and their adequacy are provided in the Management Discussion and Analysis Report which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report which is attached to this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

During the year, your Directors have constituted a Vigil Mechanism Committee which also incorporates a whist blower policy pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the listing agreement. Your company hereby affirms that no complaints were received during the year.

PARTICULARSOF EMPLOYEES

The information required terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to the ratio of remuneration of each director to the median employee's remuneration are attached as Annexure-5 to this report

CORPORATE GOVERANCE

The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also morally committed to its members. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this report.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their appreciation to employees at all levels for their dedication and commitment.

Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and members during the year under review.

For and on Behalf of the Board of Directors

Place: Chennai Arun V Shah Suresh Shah

Date: 14.08.2015 Whole Time Director Managing Director


Mar 31, 2014

Dear Shareholders

The Directors take pleasure in presenting the Twenty First Annual Report of your Company together with the audited financial statement forthe year ended 31st March, 2014

Financial Results

The summary of the financial performance of the Company for the year ended 31st March, 2014 as compared to the previous year is as below. Segment-wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

Year ended Year ended 31.03.2014 31.03.2013 Particulars ((Rs.Lakhs) ((Rs.Lakhs)

Revenue from Operations 5675.90 5130.66

Other income 15.52 14.61

Total Expenses 5246.44 4930.31

Finance Cost 121.31 156.41

Depreciation and amortization expenses 123.12 194.78

Profit / Loss Before tax 429.46 200.35

Current tax 188.00 90.00

Deferred Tax reversal (21.48) (19.17)

Profit / Loss After tax 270.40 129.53

Earning per share Basic & Diluted 6.53 3.13

Your Directors recommend the following appropriations:-

Proposed Dividend (Rs.1.5 per share) 62.13 62.13

Dividend Distribution Tax 10.56 10.56

Transfer to general Reserve 150.00 150.00

Performance & Operations

The year under review had yielded good results. This could be achieved because of the procurement and sales policies adopted by your company.

Business analysis and prospects as discussed by your Management

Despite of the prevailing global economic recession the performance of the company during the year under review has been increased as against the previous year. This was attributable on account of the continuous up gradation of technology and plants and machineries, stringent quality parameters to produce defect free goods and aggressive marketing, including established relationship with major suppliers and customers. During the year under review the company has adopted various effective measures to reduce the operational cost wherever possible to achieve greater profitability.

Dividend

Your directors are pleased to recommend a final dividend of Rs.1.50 per equity shares of face value of Rs.10/- each (i.e. 15%) for the year ended 31st March 2014, which as per the provisions of Income Tax Act presently in force will not be taxed in the hand of the shareholders. However the company will be paying the prescribed tax on the distributed dividend. The final dividend, subject to the approval of members at the Annual General Meeting on 10th September, 2014 will be paid on or before 09th October 2014 to the members whose names appears in the Register of Members on or before closure of business hours on 02nd September, 2014.

Public Deposits and Loans/Advances

Your Company has not accepted any deposits from the public, or its employees during the year under review. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required.

Subsidiaries / Joint Ventures

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

Corporate Social Responsibility:-

In terms of section 135 of the Companies Act, 2013 read with rule 9 of the Companies (Accounts) Rules 2014. Ever company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more ora net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be ar independent director. They shall disclose the content of Corporate Social Responsibility Policy in the Board''s Repor and on the Company''s Website which shall be as per Annexure attached to the Companies (Corporate Socia Responsibility Policy) Rules 2014. The Board''s report under sub-section (3) of section 134 shall disclose the composition of the Corporate Social Responsibility Committee.

The Board of every company shall ensure that the company spends, in every financial year, at least two percent. o the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy, being the Company is not qualifying the condition stipulated unde section 135(1) of the Companies Act, 2013 therefore your Company is outside the purview of the Section 135(1). h spite of that Your Company as a part of Social Responsibility also intend to construct sanitation facility to the houses in the near by village as a step to educate the necessity environmental preservations.

Listing at Stock Exchanges

The SEBI vide its (Exit Circular) dated 30th May, 2012 had issued guideline in respect of exit options to Regiona Stock Exchanges, who are not able to satisfying the New Net worth and Trading Norms and other regulator requirements specified by the SEBI, in compliance with SEBI exit Circular all the three stock exchanges Delhi Madras and Ahmedabad Stock Exchange where the Company''s shares are listed or in the process of / had already submitted theirexistapplication to SEBI.

Therefore the Board of Directors in order to facilitate the shareholders of the Company to trade the Companies Securities freely through the BSE Limited platform has already submitted an application on 29th May, 2014 to BSE Limited for listing of its securities which is under consideration.

Internal Control Systems

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation o resources, accuracy and promptness in financial reporting and compliance with laws and regulations which you Directors feel is sufficient for the Company''s performance.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure which forms a part of this report

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed unde Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended. The industrial relations continued to be generally peaceful and cordial.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company Shri.Arun V Shah, Directorof the Company is liable to retire by rotation and is eligible for re-appointment.

The Board of Directors of the Company at its meeting held on February 28, 2014 has appointed Shri.Arun V Shah an existing Directorof the Company as Whole-time Directorof the company till the ensuing Annual General Meeting with effect from 01.03.2014, at remuneration recommended by the remuneration committee of the Board for < period of5 (five) years, subject to the approval of shareholders

There are three Independent Directors on the Board of the Company as per the Listing Agreement requirements viz., Shri.Narasimhan Raghu, Shri.K.Venkateswaran and Shri.S.Srinivasan.

Of the above Independent Directors Shri.Narasimhan Raghu and Shri.K.Venkateswaran have been appointed as additional directors under section 161 of the Companies Act who shall holds office up to the date of this Annual General Meeting and in respect of whom the Company has received notice in writing under Section 160 of the Companies Act, 2013 from members, proposing their candidature for the office of Director, are proposed to be appointed as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) consecutive years

Shri.S.Srinivasan had been appointed as Independent Director vide member''s resolution at the previous AGM held on 29th September 2012 in terms clause 49 of the Listing Agreement, his tenure of office of independent Director has not been specified, therefore he shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the board of Directors propose to appoint Shri.S.Srinivasan as Independent Directors of the Company under the CompaniesAct, 2013 to hold office for 5 (Five) consecutive years.

In terms of provision 149 of the CompaniesAct, 2013, the Board of Directors recommending the members to appoint Smt.Puspa as Women Non Executive Director of the Company

The Company has also received the requisite disclosures/declarations from Shri.Narasimhan Raghu, Shri.K.Venkateswaran and Shri.S.Srinivasan stating that they meet with the criteria of Independence as prescribed under sub-section (6)ofSection 149 of the CompaniesAct,2013.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Disclosures of Particulars of Constituting "Group” pursuant to Regulation 3 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are 42.26% of the total paid up share for the purpose of SEBI(SubstantialAcquisition of Shares &Takeovers) Regulations, 2011.

Transfer to Investor Education and Protection Fund(IEPF)

There is no dividend which remained unclaimed by the members of the Company for a period exceeding 7years from its due date of payment and there is no unpaid or unclaimed dividends falling due during the year under review to be transferred to Investor Education and Protection Fund under section 125 of the companies Acct,2013 read with the provisions of erstwhile Section 205C of the CompaniesAct,1956.

Auditors

In terms of section 139 (2) of the companies Act, 2013 read with Rule 5 of the Companies (Audit and Auditors) Rules,2014 no listed company shall appoint or re-appoint

(a) an individual as auditorfor more than one term of five consecutive years; and

(b) an audit firm as auditorfor more than two terms of five consecutive years:

Provided that

(i) an individual auditor who has completed his term under clause (a) shall not be eligible for re-appointment as auditor in the same company forfive years from the completion of his term;

(ii) an audit firm which has completed its term under clause (b), shall not be eligible for re-appointment as auditor in the same company forfive years from the completion of such term.

Section 139(1) of the Act also provides that every company, existing on or before the commencement of this Act which is required to comply with provisions of this sub-section, shall comply with the requirements of this sub- section within three years from the date of commencement of this Act:

M/s.R.Subramanian and Co, Chartered Accountants, (Registration No.FRN 004137S), has been appointed as a statutory auditor of the company since incorporation and the are liable to retire at the ensuing annual general meeting and being eligible for reappointment offer themselves for reappointment. As on date said firm is holding office as statutory Auditor for more than 10 years and in terms of section 139(1) of the Act the said firm of auditor eligible for reappointment for another terms of maximum period of three years from the conclusion of the ensuing Annual General Meeting. As required under Section 139 / 141 of the Companies Act, 2013, the Company has obtained a written consent from M/s.R.Subramanian & Co., to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

Audit Committee after taking into consideration the qualifications and experience of the firm which are in commensurate with the size and requirements of the company recommended the name of M/s.R.Subramanian & Co., Chartered Accountants as statutoryAuditorforanother terms of three years to the Board for consideration.

The Board taking into consideration the recommendation of the Audit committee recommend the members to appoint M/s.R.Subramanian & Co., Chartered Accountants, Chennai as Statutory Auditors of the Company for a period of three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM held after the ensuingAGM.

Auditors'' Report

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

CostAudit Report

As applicable under the erstwhile provisions of the Companies (CostAudit Report) Rules 2011 the Company has obtained the costAudit report from M/s.Sivasankaran & Co, CostAuditors.

As per the Ministry of Corporate Affairs in exercise of power comfort under section 148 of the Companies Act, 2013 and in supersession of Companies (Cost Accounting Records) Rules 2011, Companies (CostAudit Report) Rules 2011 notified Companies Cost Records and Audit Rules 2014 in pursuant to Rule 4 of the said rules the CostAudit of Companies cost records is not applicable for the current financial year, however the Company is required to maintain cost records in the books ofAccounts in pursuance to Rule 3 of said rule.

Key Managerial Personnel

In compliance with Section 203 of the CompaniesAct, 2013 and rules made thereunder Mr.K.C.Radhakrishnan as Chief Financial Officer of the Company and the Company is taking every possible steps to appoint a Company Secretary. Credit Rating

During the year under review, Rating Agencies CRISIL reaffirmed/issued BB Stable for the Bank loan facility related long term ratings to your company.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the CompaniesAct, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

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

c) 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 safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) the annual accounts have been prepared on a going concern basis.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report. The Managing Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

Additional Disclosures

Management Discussion and Analysis Report, Corporate Governance Report, Segment report, and Related Party Disclosures provided elsewhere in the Annual Report form a part of this Report as required under the Listing Agreement entered into with the Stock Exchanges Compliance Certificate

The Compliance Certificate as issued by M/s. Rabi Narayan & Associates, Practicing Company Secretaries, Chennai fortheyearended 31st March, 2014 is attached herewith and forming part of this report.

Whistle Blower Policy

In terms of section 177(9) of the companies Act,2013 read with Rule 7 of The companies(Meeting of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement your company has established a vigil mechanism for directors and employees to report genuine concerns of the company with adequate safeguards against victimisation of persons who use such mechanism. The details of establishment of such mechanism will be disclosed on the company''s website www.kanchikarpooram.com.

Green Initiatives

Electronic copies of the Annual Report 2014 and Notice of the 21st AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of theAnnual Report 2014 and the Notice of the 21stAGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions fore-Voting is provided in the Notice. Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

For and on behalf of the Board of Directors For KANCHI KARPOORAMLIMITED

Place : Chennai SURESH SHAH ARUN V SHAH Date : 01.08.2014 Managing Director Whole Time Director


Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report on the business and operations of your Company together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

Financial Results

Segment-wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

For the For the Year Ended Year Ended 31.03.2013 31.03.2012

(Rs.Lakhs) (Rs.Lakhs)

Sales & Other Income 5130.66 4891.93

Profit / Loss Before 474.63 216.22 Interest & Depreciation

Interest 156.41 144.26

Depreciation 117.87 113.27

Profit / (Loss) Before 200.35 (43.31) Tax

Net Profit / (Net Loss) 129.52 (36.40) After Tax

Operations

The year under review had yielded good results wiping out the earlier year''s losses. This could be achieved because of the procurement and sales policies adopted by your company.

Business Analysis and prospects as discussed by your Management

Your Company is adopting various cost controling measures, prevention of exchange loss, attractive marketing methology which your directors feel should yeild positive growth of your Company.

Dividend

The directors are pleased to recommend 15% (Fifteen percent) dividend for the year under review.

Internal Controls and their Adequacy:

The Company is updating latest technology required for day to day operations which your directors feel is sufficient for the Company''s performance.

Conservation of Energy.

Particulars required under Sec. 217 (1) (e) of the Companies Act, 1956 read with the rules framed thereunder are given in Annexure I (Form A) which forms part of Directors'' Report.

Technology

During the year under review, your Company has not imported any technology.

Foreign Exchange Earnings & Outgo

Your Company has also earned foreign exchange of Rs. Rs.184.17 Lakhs, through exports. The total Foreign Exchange utilized by the Company during the year for the purchase of Raw Materials and others was Rs.2280.83 Lakhs.

Fixed Deposits

Your Company has not accepted any deposits from the public or its employees during the year under review.

Particulars of Employees

Industrial relations have remained cordial throughout the year. During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956.

Directors

In compliance with the provisions of the Companies Act,

1956 in accordance with the Article 26 of the Company''s Articles of Association, Mr. Deepesh Shah retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director''s, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Madras Stock Exchange Limited, is appended to the notice convening the Annual General Meeting

Disclosures of Particulars of Constituting "Group” pursuant to Regulation 3 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are 31.60% of the total paid up share for the purpose of SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Auditors

The retiring auditors, M/s.R.Subramanian & Company., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

Auditors Report

The Auditors Report to the Members does not contain any qualification.

Directors'' Responsibility Statement

As required under Sec. 217(2AA) of the Companies Act, 1956, it is herby stated that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, expect with regard to Accounting Standard AS-15 Employee Benefits.

(ii) The directors had selected such accounting policies and applied them consistently and made judgements and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for the year under review.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance report and Management Discussion and Analysis

A report on Corporate Governance along with the certificate from the auditors of the Company regarding compliance of conditions of corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Director''s Report.

Compliance Certificate on Corporate Governance

The Compliance Certificate issued on 30.05.2013 Corporate Governance by M/s. Rabi Narayan & Associates, Practicing Company Secretaries for the Year Ended 31.03.2013 is attached herewith and forming part of this report.

Dematerialization of Shares of the Company

Your Company has entered into an agreement with M/s. Cameo Corporate Services Limited, Chennai for the provision of services of share registry in respect of both physical and electronic share transfers. Shareholders opting for dematerialisation of shares may contact the above said Registrar whose address have been given elsewhere in this report.

Acknowledgement

Your Directors take this opportunity to thank your Bankers, Bank of India, Central and State Governments, other statutory bodies for their unstinted and consistent support to your Company. Your Directors place on record their appreciation of the dedicated service of the Employees of the Company at all levels for the growth of the Company.

For and on behalf of the Board of Directors

By Order of the Board For KANCHI KARPOORAM LIMITED

Sd/- SURESHSHAH Managing Director

Sd/- Place : Kanchipuram ARUN V SHAH Date : 30.05.2013 (Director)

 
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