Home  »  Company  »  Lambodhara Texti  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Lambodhara Textiles Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their twenty first Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st 2015.

FINANCIAL RESULTS

Company's financial performance for the year under review alongwith previous year's figures are given hereunder:

PARTICULARS 2014-2015 2013-2014 (Rs. in '000) (Rs. in '000)

Revenue from operations 1333018 1120911

Other Income 4229 4847

Operating Profit before Finance Costs,

Depreciation & Tax 190622 158655

Less: Depreciation 60477 54167

Less : Finance Costs 70398 63325

Profit before Tax 59747 41163

Provision for Tax 12240 8268

Deferred Tax (3970) (2491)

Net Profit for the year 51477 35387

Add: Balance brought forward from previous year 112485 83112

Profit available for appropriation 163962 118498

Appropriation of Profits

Transfer to General Reserve 1290 890

Dividend and Dividend Tax 8380 5124

Balance carried over to Balance Sheet 154291 112485

COMPANY PERFORMANCE

The Company achieved a total turnover of Rs. 133.72 Crores as against a turnover of Rs. 112.57 crores in the previous year. The Company's profit before tax is Rs. 5.97 crores during the year, as compared to Rs. 4.11 crores in the previous year, an increase of 45.25% over the last year. The Company earned a net profit of Rs. 5.15 crores, as against a net profit of Rs. 3.54 crores in the previous year.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIRS

The Company has been sanctioned a Term Loan of Rs. 3.91 Crores for modernization project at a project cost of Rs. 4.89 Crores and is in the process of implementation. The said project will improve the productivity and value addition.

The Company is in the process of completion of construction of Commercial Complex with a rentable area of 28,000 sft. appx. The said Commercial Complex will be let out and the

Company is in the process of finding suitable tenents and is expected to fetch rental income during second half of Financial Year 2015-16.

RESERVES

The Company proposes to transfer an amount of Rs. 12.90 Lakhs to the General Reserves. An amount of Rs. 418.07 Lakhs is proposed to be retained in the Statement of Profit and Loss DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per equity share for the year 2014-15. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 81.94 Lakhs (including Corporate Dividend Tax of Rs. 13.86 Lakhs) out of the profits thus giving 15.92% payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs. 4,53,88,000. During the year under review, the Company has made a preferential allotment of 1,59,000 equity shares of Rs. 10/- each for cash to promoters in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 at Rs. 150/- aggregating to Rs. 2,38,50,000/-. The Company credited Rs. 2,22,60,000/- as premium on account of preferential allotment.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure No.1 and is attached to this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year the Board of Directors met five times. The details of the Board Meetings are provided in the Corporate Governance Report

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure No.2- and forms part of this Report.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 11.09.2014 for a period of three years subject to ratification by members at every subsequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

COST AUDITORS:

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder and Cost Audit Order notified by the Ministry of Corporate Affairs dated 31st December, 2014, M/s. C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No. 000216) were appointed as the cost auditors of the Company for the year ending 31st March, 2016. Members are requested to consider the ratification of the remuneration payable to M/s. C.S.Hanumantha Rao & Co .

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr.M.D.Selvaraj of MDS & Associates, Coimbatore to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure 3.

Regarding the abservation of the Secretarial Auditors on non-oppointment of Company Secretary, the Directors wish to state that the Company is in the process of appointing a qualified Company Secretary.

The Auditors' Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

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

Particulars of the investments made by the Company as at 31st March, 2015 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made an investment of Rs. 15 lakhs in 1,50,000 equity shares of Kamachi Sponge & Power Corporation Limited in order to enable the Company to purchase electricity from them under group captive arrangement for the period from Dec' 2014 to May'2015. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 at arm's length transactions are disclosed in Form No. AOC -2 in Annexure - 4 and form part of this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. R. Santossh is the Chairman of the Committee and Mrs. R. Vimala and Mr. M.S. Rajkumar are the other members of the Committee. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company's philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. CSR Policy is available on weblink

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 7.61 lakhs and the Company has spent Rs. 10.54 lakhs during the current financial year.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure 5 to this Report.

ANNUAL PERFORMANCE EVALUATION

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

DIRECTORS

At the Annual General Meeting of the Company held on 11th September, 2014, the Members had approved the appointment of Mr. Vastupal Rajnikant Mehta, Mr. Deepak Padamshi Malani and Mr.M.S.Rajkumar as Independent Directors for a term of five years.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Giulia Bosco (holding DIN 01898020) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The Board of Directors has appointed Mr. Baba Chandrasekhar Ramakrishnan as an Additional Director with effect from 10th November 2014. He will hold Office up to the ensuing Annual General Meeting, of the Company and being eligible, offers himself for reappointment. Notice under Section 160 of the Act, has been received by the Company from a Member, signifying his intention to propose the candidature of Mr Baba Chandrasekhar Ramakrishnan as a Director of the Company. Accordingly necessary resolution proposing the appointment of Mr. Baba Chandrasekhar Ramakrishnan as Director of the Company has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

Mr.R.Santossh has been re-appointed as Managing Director by the Shareholders of the Company in the Annual General Meeting held on 11th September 2014 for a period of five years with effect from 26th September 2014.

The shareholders at the annual general meeting held on 11th September, 2014 appointed Mrs.R.Vimala as whole time director for a period of five years with effect from 1st October 2014.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. During the year, your Company repaid all the outstanding fixed deposits from public aggregating to Rs. 195 Lakhs. As at 31st March, 2015, there was no deposit remaining unpaid or unclaimed as at the end of the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 6 to this Report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises three Members, namely Mr.Deepak Padamshi Malani, Mr.Vastupal Rajinikant Mehta and Mr. M S Rajkumar, all of them being Independent Directors. Mr. Deepak Padamshi Malani, an Independent Director, is the Chairperson of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has been employing women employees in various cadres within the factory premises. The Company has in place an Anti - harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints received regularly. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

LISTING OF SHARES

During the year under review, the Company has listed its shares on the National Stock Exchange of India Limited (NSE). NSE has been defined as the Designated Stock Exchange of the Company.

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.

For and on behalf of the Board

MEENAKSHI SUNDARAM RAJKUMAR Place : Coimbatore CHAIRMAN

Date : 20.07.2015 (DIN : 06935422)


Mar 31, 2014

Ladies & Gentlemen

The Directors are pleased to present the Twentieth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2014. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

PARTICULARS 2013-2014 2012-2013

(Rs. in ''000) (Rs. in ''000)

Profit before Depreciation and Amortisation Expenses,

Finance Cost and Tax Expenses 158656 160774

Less:Finance Cost 63325 63334

Depreciation and Amortisation Expenses 54167 117492 45452 108786

Profit before Tax 41164 51988

Less : Current Tax 8268 12554

Deferred Tax -2491 5777 7295 19849

Profit for the year 35387 32139

Add : Balance in Statement of Profit & Loss 83112 56907

118499 89046

Less : Appropriation

Transferred to General Reserve 890 810

Proposed Dividend on Equity Shares 4380 4380

Tax on Dividend 744 746

Closing Balance 112485 83112

REVIEW OF OPERATIONS

Your Company has achieved a Profit before Tax of 411.64 lacs from operations on a turnover of 11,209.11 lacs for the year ended 31st March 2014.

FUTURE PLANS OF THE COMPANY

Your Company had commenced construction of commercial complex admeasuring 25,000 sq. ft. on prime location during August 2013 and is expected to be completed during this financial year. The Company is planning to let out the entire space, and the rental receipt will improve the bottomline.

Your Company has entered into an agreement with M/s. V.R. Textiles Private Limited to utilize their spare capacity of 25,000 spindles for conversion of cotton into yarn. This will enhance the spinning capacity of the Company and will have an impact on the overall performance of the Company.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment and has extended its entry into speciality fibre fancy yarn which should help in the years to come.

THREATS

The economy world over is slowing down may have impact in the performance of textile industry in general.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENTWISE PERFORMANCE

The main business of your Company is Textiles. The Company has two wind mills of 2.75 MW capacity. The electricity generated from the said WEG is used for captive consumption and takes care of 50% of power requirement at present level of operation.

Directors

Mr.Girish Gordhandas Radia resigned as Director of your Company on 4th August, 2014. The Board places on record its appreciation for his valuable contribution to your Company as an Independent Director during his association with your Company.

Mr. Vastupal Rajnikant and Mr. Deepak Padamshi Malani retire at the ensuing Annual General meeting and the Directors have proposed to appoint them as Independent Directors for five consecutive years commencing from 11th September 2014 to 10th September 2019

The Board of Directors at their meeting held on 4th August 2014 have appointed Mr.M.Rajkumar as Additional Director and he holds office up to the ensuing Annual General Meeting. The Board of Directors have recommended the appointment of Mr.M.Rajkumar as Independent Director to hold office for five consecutive years from 11th September 2014 to 10th September 2019 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

The Board of Directors at their meeting held on 4th August 2014 have reappointed Mr. Radhakrishnan Santossh as Managing Director of the Company for a further period of 5 years from 26.09.2014. The Board of Directors have also appointed Mrs. Vimala Radhakrishnan as Whole time Director of the Company for a period of 5 years from 01.10.2014.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchange form part of the Notice of ensuing Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act, 1956.

Your directors recommend their appointment / re-appointment.

DIVIDEND

Your Directors recommend a dividend of 10% (Rs. 1/- per share of face value of Rs. 10/-) subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s. Mohan & Venkataraman, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee and the Board recommend the re-appointment M/s. Mohan & Venkataraman, Chartered Accountants as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013. Members are requested to appoint the Auditors for a period of three years commencing from the conclusion of the ensuing 20th Annual General Meeting upto the conclusion of the 23rd Annual General Meeting of the Company which ought to be held during the year 2017.

PUBLIC DEPOSITS

Your Company has accepted deposits from the public upto 16th January, 2014. The amount of deposits outstanding as on 31st March, 2014 was 195.00 Lakhs and there are no overdue deposits as on 31st March 2014. There are no unclaimed deposits.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The company''s shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s. SKDC Consultants Limited, Coimbatore is the Company''s transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. 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 financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2014 on a going concern basis.

COST AUDITOR

As per the requirements of the Central Government and pursuant to the provisions of Section 233 B of the Companies Act, 1956, the audit of the Cost Accounts relating to manufacturing of Synthetic Yarn is being carried out for the financial year 31st March 2014. The Company has appointed Mr. G Sivagurunathan, Cost Auditor, Coimbatore to audit the cost accounts for the year 31st March 2014 for which necessary approval from the Central Government has been received. The Cost Audit Report in respect of financial year 2013-2014 will be filed on or before the due date.

Pursuant to section 290(1)(d) of the Companies Act, 1956 and Rule 5 of the Companies (Cost Audit Records) Rules, 2011, the Cost Audit Report for the financial year ended 31st March, 2013 was submitted to the Central Government on 20.09.2013.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a secretary in whole time practice and a copy of such certificate is annexed to this Report

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.

By Order of the Board,

Place : Coimbatore

SANTOSSH. R VIMALA. R

Date : 04.08.2014 Managing Director Director


Mar 31, 2013

Ladies & Gentlemen,

The Directors are pleased to present the Nineteenth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2013. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

PARTICULARS

2012-2013 2011-2012 (Rs. in thousands)

Profit before Depreciation and Amortisation Expenses,

Finance Cost and Tax Expenses 160774 97523

Less: Finance Cost 63334 47898

Depreciation and Amortisation Expenses 45452 34068

Profit before Tax 51988 15557

Less: Current Tax 12554 3112

Deferred Tax 7295 19136

Profit for the year 32139 -6691

Add: Balance in Profit & Loss Account 56907 69888

89046 63197

Less: Appropriation

Transferred to General Reserve 810 1200

Proposed Dividend on Equity Shares 4380 4380

Tax on Dividend 744 711

Closing Balance 83112 56907

DIRECTORS

Mrs.Vimala Radhakirshnan and Mr.Girish.G.Radia, Directors retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-election.

The Board of Directors has re-appointed Ms.Giulia Bosco as Whole-Time Director of the Company for a further period of five years with effect from 1st October 2013 subject to the approval of the shareholders of the Company. Accordingly appropriate resolution seeking your approval to the re-appointment is also included in the notice.

DIVIDEND

Your directors recommend a dividend of 10% (Re.1/- per share of face value of Rs.10/-) subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT

With regard to the Auditors'' qualification on registration of four vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review. Deposits outstanding as on March 31, 2013 amounted to Rs. 195.00 Lakhs. There are no overdue deposits as on 31st March 2013.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The company''s shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s.SKDC Consultants Limited, Coimbatore is the Company''s transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges at Chennai, Ahemadabad and BSE IndoNext Segment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. 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 financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2013 on a going concern basis.

COST AUDITOR

As per the requirements of the Central Government and pursuant to the provisions of Section 233 B of the Companies Act, 1956, the audit of the Cost Accounts relating to manufacturing of Synthetic Yarn is being carried out for the financial year 31st March 2013. The Company has appointed Mr.G Sivagurunathan, Cost Auditor, Coimbatore to audit the cost accounts for the year 31st March 2013 for which necessary approval from the Central Government has been received. The Cost Audit Report in respect of financial year 2012-2013 will be filed on or before the due date.

COST COMPLIANCE

Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956 and Rule 5 of The Companies (Cost Accounting Records) Rules, 2011, the Cost Compliance Report for the financial year ended 31st March 2012 was submitted to the Central Government on 21/12/2012.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956,and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a secretary in whole time practice and a copy of such certificate is annexed to this Report

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.

By Order of the Board,

(Sd/-)

SANTOSSH.R

Managing Director

Place : Coimbatore (Sd/-)

VIMALA.R

Date : 30.05.2013 Director


Mar 31, 2012

The Directors are pleased to present the Eighteenth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2012. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

PARTICULARS 2011-2012 2010-2011 (Rs.in thousands)

Profit before Depreciation and Amortisation Expenses, 97523 87988 Finance Cost and Tax Expenses

Less: Finance Cost 47898 28224

Depreciation and Amortisation Expenses 34068 24633

Profit before Tax 15557 35131

Less: Current Tax 3112 7045

Deferred Tax 19136 3832

Profit/(Loss) for the year - 6691 24254

Add: Balance in Profit & Loss Account 69888 53509

63197 77763

Less: Appropriation

Transferred to General Reserve 1200 2400

Proposed Dividend on Equity Shares 4380 4711

Tax on Dividend 711 764

Closing Balance 56907 69888

REVIEW OF OPERATIONS

The Company's operations has resulted in a profit (before charging depreciation and Finance cost) of Rs.97523 lakhs as against a profit (before charging depreciation and Finance cost) of Rs.879.88 lakhs in the previous year. However due to higher Finance Cost, the Company has incurred a loss of Rs.66.91 lakhs (after current tax & deferred tax) as against a profit of Rs.242.54 lakhs In the previous year..

The Company has completed implementation of modernisation project at a cost of Rs.692.71 lacs and has commissioned second windmill of 1.5 MW capacity at a cost of Rs.910.00 lacs. This has resulted in increase in finance cost from Rs.282.24 lacs to Rs.478.98 lacs. The said project and windmill is expected to improve the bottomline substantially.

FUTURE PLANS OF THE COMPANY

Your Company has proposed to expand capacity by 4,320 spindles at a project cost of Rs.11 Crores with a target turnover of Rs.95 Crores during the financial year 2012-13.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment and planning to extend its entry into speciality fibre fancy yarn which should help in the years to come.

THREATS

The economy world over is slowing down may have impact in the performance of textile industry in general.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,.

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENT - WISE PERFORMANCE

The main business of your Company is Textiles. The Company has commissioned second wind mill of 1.5 MW capacity at Kundadam Village, Tirupur District, Tamilnadu during Mar'2012. The electricity generated from the said WEG is used for captive consumption and takes care of 50% of power requirement at present level of operation.

DIRECTORS

Mr.Vastupal Rajnikant Mehta and Mr.Deepak Padamshi Malani, Directors of the Company will retire by rotation and being eligible offers themselves for reappointment.

DIVIDEND

The Board of Directors have proposed dividend of 10% subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review. In respect of the deposits accepted in earlier years, there are no unclaimed deposits as on 31st March 2012.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules 1975.

DEMATERIALISATION AND SHARE TRANSFER

The Company's shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s.SKDC Consultants Limited, Coimbatore is the Company's transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and certificate from statutory auditors of the Company in this regard is annexed hereto and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, we state as under :

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001 as amended, the Company has obtained a Certificate from Mr. M. D. Selvaraj, FCS Company Secretary in whole-time practice and a copy of the Certificate is annexed to this report.

COST ACCOUNTANT

In conformity with the provisions of the Companies (Cost Accounting Records) Rules, 2011 [notified vide notification No. G.S.R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs, the Company has appointed Mr.G.Sivagurunathan, Cost Accountant, Coimbatore as Cost Accountant for the financial year under review and the Cost

Compliance Report in respect of the financial year 2011-2012 will be filed on or before the due date.

AUDITORS' REPORT

With regard to the Auditors' qualification on registration of four vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company. By Order of the Board,

(Sd/-) SANTOSSH.R

Managing Director

Place : Coimbatore (Sd/-) VIMALA.R

Date : 16.07.2012 Whole Time Director


Mar 31, 2011

The Directors are pleased to present the Seventeenth Annual Report of your company and the Audited Annual Accounts for the financial year ended 31st March 2011. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

Year Ended Year Ended

SI.No. PARTICULARS 31.03.2011 31.03.2010

(Rs. in Lacs)

1. Net Sales / Income from Operations 7,551.52 5,031.47

2. Other Income 15.28 8.53

3. Total Expenditure 6,686.81 4,517.68

4. Interest 282.40 214.10

5. Profit before Depreciation and Taxation 597.59 308.22

6. Depreciation 246.33 180.81

7. Profit before Tax 351.26 127.41

8. Prior year Income 0.06 0.48

9. Prior year Expenses — 0.69

10. Provision for taxation 70.45 21.85 11. Provision for Deferred Tax 38.32 17.72

12. Income Tax for Prior years — 10.73

13. Profit after Tax 242.55 76.90

14. B/F from Previous year 535.09 516.43

15. Profit available for appropriation 777.64 593.33

16. Appropriation

a. General Reserve 24.00 7.00

b. Proposed Dividend on Equity Shares 46.95 43.80

c. Dividend Distribution Tax 7.80 7.44

17. Balance in Profit & Loss Account 698.88 535.09

18. Paid-up Equity Share Capital 437.98 437.98

REVIEW OF OPERATIONS

Your Company has achieved a Profit before Tax of Rs.351.26 lacs from operations on a turnover of Rs.7,551.52 lacs for the year ended 31st March 2011.

FUTURE PLANS OF THE COMPANY

Your Company has expanded capacity from 30,344 spindles to 33,048 spindles as on date during financial year 2011-12 with main focus on fancy yarns as core business. Your Company has forayed into yarn export during the year. The Company is planning to build commercial complex on land owned by the Company at the heart of Coimbatore city.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment which should help in having an edge over the competitors.

THREATS

The wide fluctuations in fibre and yarn pricing which has impacted textile industry may pose threat in the short term.

OUTLOOK

The economy has revived and should be vibrant in near future.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,.

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENT - WISE PERFORMANCE

The main business of your Company is Textiles. The Company has commissioned 1.25 MW Wind Electric Generator at Koodankulam Village, Tirunelveli Dist., Tamilnadu during Mar2011. The electricity generated from the said WEG is used for captive consumption.

DIRECTORS

Mr.Girish.G.Radia, Director retires at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-election.

DIVIDEND

The Board of Directors have proposed dividend of 12.5% including dividend distribution tax subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

AUDITORS

M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

With regard to the Auditors qualification on registration of three vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The companys shares are traded compulsorily in the dematerialised form and is available for trading under BSE IndoNext Segment.

M/s.SKDC Consultants Limited, Coimbatore is the Companys transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges at Coimbatore, Chennai, Ahemadabad and BSE IndoNext Segment.

COMPLIANCE CERTIFICATE

The Board has duly obtained a compliance Certificate relating to the review period from a Company Secretary in Practice. The said document is available at the Registered Office for inspection.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. 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 financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2011 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.



By Order of the Board,

(Sd/-) SANTOSSH.R Managing Director

Place : Coimbatore Date : 09.06.2011


Mar 31, 2010

The Directors are pleased to present the Sixteenth Annual Report of your Company and the Audited Annual Accounts for the financial year ended 31st March 2010. The Management Discussion and Analysis is included as a part of this Report.

FINANCIAL RESULTS

Year Ended Year Ended SI.No. PARTICULARS 31.03.2010 31.03.2009 (Rs. in Lakhs)

1. Net Sales / Income from Operations 5,031.47 4,798.13

2. Other Income 8.53 78.53

3. Total Expenditure 4,517.68 4,370.29 4. Interest 214.10 235.36

5. Profit before Depreciation and Taxation 308.22 271.01

6. Depreciation 180.81 142.20

7. Profit before Tax 127.41 128.81

8. Prior year Income 0.48 0.00 9. Prior year Expenses 0.69 0.00

10. Provision for taxation 21.85 5.00 11. Provision for Fringe Benefit Tax 0.00 1.22

12. Provision for Deferred Tax 17.72 9.82

13. Income Tax for Prior years 10.73 0.65

14. Profit after Tax 76.90 112.12 15. B/F from Previous year 516.43 404.30

16. Profit available for appropriation 593.33 516.43

17. Paid-up Equity Share Capital 437.98 437.98 REVIEW OF OPERATIONS

Your Company has achieved a profit of Rs.127.41 lacs from operations before tax on a turnover of Rs.5,031.47 lacs for the year ended 31st March 2010.

FUTURE PLANS OF THE COMPANY

Your Company has expanded capacity from 20,264 spindles to 30,344 spindles as on date during 2010-11 with main focus on fancy yarns as core business. Your Company is also planning foray into yarn export during the year.

OPPORTUNITIES

Your Company is mainly focusing on customized fancy yarn in niche segment should help in having an edge over the competitors.

THREATS

The slow revival from global recessionary trend has impacted every industry may pose threat in the short term.

OUTLOOK

The economy is under revival and should be vibrant in the days to come.

RISKS AND CONCERN

Your Company is exposed to all the risks associated with this business in terms of market conditions, timing, inflation, long term economic conditions, etc.,.

INTERNAL CONTROL SYSTEMS

The company has an Internal Control System commensurate with the size and the nature of its business.

SEGMENT WISE PERFORMANCE

The main business of your Company is Textiles. Your Company is also engaged in real estate and agricultural operations. Your Company has recognized a net income of Rs.0.92 lacs in connection with the agricultural operations during the year.

DIRECTORS

Mr.Vasthupal R.Mehta and Mr.Deepak Malani, Directors retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-election.

DIVIDEND

The Board of Directors recommend the payment of Rs. 1/- per fully paid equity shares of the company for the financial year ended 31st March 2010 to the members whose name appear in the Register of Members as on the closing of 06th July 2010

AUDITORS

M/s.Mohan & Venkataramanan, Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

With regard to the Auditors qualification on registration of four vehicles in the name of one of the Directors, the Directors wish to state that appropriate steps will be taken to register the vehicles in the name of the Company

PUBLIC DEPOSITS

The company has not accepted any deposit from the public during the year under review.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

As per the requirement of Section 217(1)(e) of The Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information regarding conservation of energy, technology absorption and foreign exchange earned and outgo are appended hereto and form part of this report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration in excess of the limits set under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee Rules 1975).

DEMATERIALISATION AND SHARE TRANSFER

The companys shares are traded compulsorily in the dematerialised form and is available for trading under National Securities Depositories Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).

M/s.SKDC Consultants Limited, Coimbatore is the Companys transfer agent for both physical and electronic form of transfers.

CORPORATE GOVERNANCE

The Board of Directors of your Company has taken all necessary steps to comply with Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges at Coimbatore, Chennai, Ahemadabad and BSE IndoNext Segment.

COMPLIANCE CERTIFICATE

The Board has duly obtained a compliance Certificate relating to the review period from a Company Secretary in Practice. The said document is available at the Registered Office for inspection.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of The Companies Act, 1956, your Directors have :

a. followed in the preparation of the Annual Accounts, the applicable accounting standards.

b. 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 financial position of the company for the period.

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d. prepared the attached statement of accounts for the year ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the bankers, Government authorities, shareholders, suppliers and contractors for their support and co-operation extended to the Company.

By Order of the Board, Place : Coimbatore (Sd/-) SANTOSSH.R

Date : 18.06.2010 Managing Director