Jun 30, 2014
Dear Members,
The Directors are hereby presenting this 34th Annual Report together
with the Audited Statement of Accounts for the Year ended 30th
June,2014.
FINANCIAL RESULTS FOR THE YEAR
The financial results for the year under review are furnished below:
Particulars 30.06.2014 30.06.2013
Profit before Interest and Depreciation 13,75,26,303 13,98,33,855
Interest -6,19,13,960 -6,49,39,149
Depreciation -3,98,42,234 -3,94,27,398
Profit before tax 3,57,70,109 3,54,67,308
Tax expense:
Deferred Tax (Liability) / Asset -90,10,145 -2,99,823
Excess income tax provision reversed - 2,69,152
Income tax paid for prior year -6,68,501 -
Profit transferred to Balance Sheet 2,60,91,463 3,54,36,637
Dividend : Due to inadequacy of Profit, the Company is unable to
declare any Dividend for the year 2013-14.
REVIEW OF OPERATIONS
The Company turned around during the current year with a Net Profit
before tax being Rs. 357.70 lakhs as compared to Net Profit before tax
being Rs. 354.67 lakhs during the year 2012-13.
During the current year, the company is expected to improve its
performance.
FIXED DEPOSITS : Your Company has not accepted any fixed deposit from
public, after 01.04.2014, in accordance with the New Companies Act,
2013.
NEW COMPANIES ACT, 2013
The Ministry of Corporate Affairs has replaced the erstwhile Companies
Act, 1956, with the new Companies Act, 2013.
DIRECTORS : As per Section 149 and other applicable provisions of the
Companies Act, 2013 and Clause 49 (ii) of the Listing Agreement,
appointment of Independent Directors is required.
The Companies Act, 2013 ("the Act") provides for appointment of
Independent Directors. Sub-section (10) of Section 149 of the Act
(effective from April 1st, 2014) provides that an Independent Director
shall hold office for a term up to five (5) consecutive years on the
Board of the Company.
The tenure of office of Shri P.Palaniappan, Chairman cum Managing
Director and Smt. PUmayal, Joint Managing Director expires on 18th
December, 2014. The Board of Directors, at their meeting held on 21st
August, 2014, re-appointed them as Chairman cum Managing Director and
Joint Managing Director of the Company respectively for a period of
five (5) consecutive years effective from 19.12.2014 to 18.12.2019.
Their appointment and remuneration are being placed before you at the
ensuing Annual General Meeting for your consideration and approval.
Smt. RM. Umaiyal, Director is liable to retire by rotation and is
eligible for re-appointment. Smt. Vasantha, was appointed as an
Additional Director of the Company with effect from 21.08.2014.
A brief resume, expertise, shareholding in the company and details of
other entities in which the Directors are interested as stipulated
under Clause 49 of the Listing Agreement entered with the Stock
Exchange, form part of the Notice of the ensuing Annual General
Meeting.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as directors as required by the
Companies Act.
DIRECTORS RESPONSIBILITY STSTEMENT
As per Section 217(2AA) of the Companies Act, 1956, the Board of
Directors states that in the preparation of Annual Accounts for the
year ended 30.06.2014:
1. That the applicable accounting standards have been followed and
there are no material departures.
2. That the Directors have selected such accounting policies in
consultation with the statutory auditors 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 for
the financial year ended 30.06.2014 and of the PROFIT of the Company
for that year.
3. That 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 detecting fraud and other irregularities.
4. That the Directors have prepared the Annual Accounts for the year
ended 30.06.2014 on a going concern basis.
CORPORATE GOVERNANCE
Reports on Management Discussion and Analysis and Corporate Governance
along with a certificate from the auditors of the Company regarding
compliance in accordance with Clause 49 of the Listing Agreement with
Stock Exchange are annexed as part of the Annual Report.
LISTING
The Equity Shares of the Company are listed in Mumbai Stock Exchange
and the Company has duly paid the Annual listing fees for the year
2014-15.
M/s. Cameo Corporate Services Limited, Chennai is the Registrar for
providing depository services through National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL),
for holding Shares in Electronic mode (De-mat) of our Shareholders and
is also the Registrar for Share Transfer Services for physical segment.
AUDITORS
M/s. M.S. Jagannathan & Visvanathan, Auditors retire at the ensuing
Annual General Meeting and they are eligible for reappointment.
PARTICULARS OF EMPLOYEES
In accordance with Section 217(2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules 1975, as amended, there
are no employees who are in receipt of remuneration of Rs. 60 lakhs or
more per annum and Rs.5 lakhs or more per month.
STATEMENT SHOWING DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules 1988, a Statement showing
details of conservation of Energy, Technology absorption, Exports and
Foreign Exchange earning and outgo is annexed to this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation
for the tremendous support from the Bankers M/s. Indian Overseas Bank,
the shareholders, and all our suppliers and customers. The Board also
wishes to place on record their appreciation for the contribution made
by the employees at all levels.
Selam By Order of the Board,
21st August, 2014
P.Palaniappan,
Chairman cum Managing Director,
Jun 30, 2013
The Director are Hereby presenting 33rd Annual Report together with
Audit Statent of Account For the Year anded 31th june 2013
FINANCIAL RESULTS FOR THE YEAR
The Financeal resuts the year under review are funsihed below
Fartlcutars 30.06.2013 30.06.2012
Interst 13.98.33.855 1.47.88.586
Depreoanon
before tax
Tax expense: 15,975
Excess incogs Tax
vision reversed
Profit transferred
to Balance Sheet
Dividend Rrofil the Company is unable to declare any tor be year
2012-13.
a Thece was a sustained demand Eor cotton yam during the last year. b
Increase In capacity utiiizaUon due fa reduction o
b. Timely coverage of good cotton at
During he company is expend to Improve its perfe measures and improved
FIXED DEPOSITS: No Fixed Deposit remained unclaimed as on 30.05.2013.
DIRECTORSRESPONSIBIUTYSTATEMENT
per Httrrtd Section 21W of tfe Compel Act, U& Ihs BOffd of preparation
of Annual Accounts for the year ended 30.05.2013,'' oilier
irregularities, have prepared the A,oual Aaaunts for antfal 30.08.2013
on a QBnfl concern basis.
CORPORATEGOVERNANCE
Reports on Management Discussion and Analysis and Caspar ate Co
vernanoe along wiih a certificate horn ihe auditor of the Company
regaling compliance in accordance with Clause-49 of (be Listing
Agreement with Slock Exchange arc annexed as pari of the Annua!
Report.
LISTING
The Equity Sh fines of (he Company sre listed in M umbai Stecf^
Exchange an d 1 ha Company has du ly paid |ho Annual tisflng fees for
Ihe year 201344.
Mfo Cameo Corporate Services Limited, Chennai is Ihe Regislrar for
providing depositary services Ihrotjgh National Securities Depository
Limited (MSD L} and Central Depository Services (I ndia} Limited (C
DSL) for holding Shares in Electronic mode (De< ma t) by 0ur
Shareholders and also Registrar for Share Transfer Services for
physical segmenl,
AUDITORS
Auditors rellreai the ensuing Annual General Meolingand lliey are
eligible for re-appoinlnieiil. costajditors
The Board of Director has reappointed Shri V. Balasubramanian, CoeE
Accountants, Coimbatore as (li e Cost Auditors of the Company u nder
Section 233B of the Companies Ad, 1556, for the year 2013-14. The Cost
Audilors Report for the year ended 30* June, 2012. (he due dato of ftl
Inrj the Cos! Audit Report was 31" Ja nua ry, 2013, and the actual dale
of f iting (he cost audit report was 31.01.2013,
PARTICULARS OF EMPLOYEES
In accordance with Section 217{2A) of the Companies Act, 1955, read
wffh Companies (Particulars of Employees) Rutos 1375, as amended, there
are no employees who are in receipt of remuneration of Rs.SO lakhs or
more per annum and Rs,5 lakhs or more perrnonlh.
STATEMENT SHOWING DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, EXPORTS AND FOREfGN EXCHANGE EARNINGS AND OUTGO
in aorordonce wiih Ihe Com panics {Disclosure of particulars in Ihe
Report of the Board of Directors) Rules 19&) a Statement showing
details of Conservation of Energy, Tech notagv absorption, Exports and
Foreign Exchange earning and outgo is annexed to this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record ihefr deep sense of appreciation
for the tromsidous suppori from (he Bankers Mfe. Indian '' Ovemeas Benk,
thfr shareholders, doposllors, all our suppliers and cuslDrnors. The
Board also wishes (o place on record lliolr appreciation tho conlribu
lion m ade by the employees at all levels.
For and on behalf of the Board of Directors
Salem PPALARJIAPPAN
22nd Augusl, 2013 Chairman cum Managing Director
Jun 30, 2012
TO THE SHAREHOLDERS
The Directors are hereby presenting this 32nd Annual Report together
with the Audited Statement of Accounts for the Year ended 30th June,
2012.
FINANCIAL RESULTS FOR THE YEAR
The financial results for Hie year under review are furnished betow:
Particulars 30.06.2812 30.06.2011
Profit before Interest and
Depreciation 1,80,50,726 7,90,21,945
Interest (8,69,59,551) (7.18,26,960)
Depreciation (3,71,54,977) (3,17,66,492)
Loss before tax (10,60,63,802) (2,45,71,507)
Tax expense:
Current Tax (MAT) - 51,94,388
MAT credit entitlement - (51,94,388)
Deferred Tax (Liability)/Asset 2,86,15,975 (89,69,095)
Excess income tax provision
reversed - 9,64,088
Loss transferred to Balance
Sheet (7,74,47,827) 3,25,76,514
Dividend: Due to inadequacy of Profit, the Company is unable to declare
any Dividend for the year 2011-12
REVIEW OF OPERATIONS
The disparity between the cotton prices and yarn prices prevailed for
most part of the year leading to huge losses in the year under review.
With the RBI continuing its policy of increasing interest rates, there
was a sharp increase in financing costs. Energy costs continued to
remain high in view of the critical power situation ftat prevailed
trough the financial year. Salaries and wages continued to escalate in
line with increased demand for human capital and increases in tfie cost
of Swig. AM these factors added to the pressure on the bottom line.
Hence resulting in a loss of Rs. 774.48 lakhs.
FIXED DEPOSITS: No Fixed Deposit remained unclaimed as on 30.06.2012.
DIRECTORS
The Directors Shri S. Ravichandran and Shri PL. Subbiah retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The details as required under
Clause 49 of the Listing Agreement is attached.
Shri Amarthlal A. Gandhi, tendered his resignation from directorship
due to his ill health on 15.102011.
The Board expresses its appreciation for the services rendered by Shri
Amarthlal A. Gandhi during his tenure as director towards the growth of
the Company.
The Particulars of the Directors proposed to be appointed or
re-appointed are given in the Report on Corporate Governance of this
Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
As per amended Section 217(2AA) of the Companies Act, 1956, the Board
of Directors states that in the preparation of Annual Accounts forthe
year ended 30.06.2012
1. That the applicable accounting standards have been followed and
there are no material departures.
2. That the Directors have selected such accounting policies in
consultation with the statutory auditors 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
atthe end of the financial year ended 30.06.2012and of the Loss of the
Company for that year.
3. That 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 detecting fraud and other irregularities.
4 That the Directors have prepared the Annual Accounts for the year
ended 30.06.2012 on a going concern basis.
CORPORATE GOVERNANCE
Reports on Management Discussion and Analysis and Corporate Governance
along with a certificate from the auditors of the Company regarding
compliance in accordance with Clause 49 of the Listing Agreements with
Stock Exchanges are annexed as part of the Annual Report.
LISTING : The Equity Shares of the Company are listed in Mumbai and
Coimbatore Stock Exchanges and the Company has duly paid the Annual
listing fees for the year 2012-2013, except to Coimbatore Stock
Exchange to which the Company has applied for de-listing on 22.08.2005.
M/s. Cameo Corporate Services Limited, Chennai is the Registrar for
providing depository services through National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
for holding Shares in Electronic mode (De-mat) by our Shareholders and
also RegistrarforShareTransferServicesforphysical segment.
EROSION OF NET WORTHS THE REASON FOR THE EROSION
The year 2011-12 was a very tough year for the textile industry. Our
Company was also affected and it resulted in 50% erosion of peak net
worth Of the Company calculated in accordance with Section 23 of the
Sick Industrial Companies (Special Provisions) Act, 1985. The reasons
for erosion are as follows.
a. The disparity between cotton prices and yam prices prevailed during
the year under review which led to losses.
b. The demand for yarn had dropped significantly due to slowdown in
the US, the economic crisis in Europe and uncertain domestic and world
economic scenario.'
c. The power situation had deteriorated in Tamil Nadu. There were 12
hours power shedding, 2 days power holidays per week and 40% demand cut
for HTIine industries. Hence, energy costs perkg of yam had gone up
significantly.
d. The financing costs had gone up significantly because of RBI
poiicyon bankrates.
STEPS TAKEN FOR IMPROVEMENT:
The Promoters converted their Unsecured loans amounting to Rs. 15
Crores into Preference Shares Capital by issuing 10% Cumulative
Redeemable Preference Shares to improve the Net worth of the Company.
The Cotton prices have since stabilized and the yarn markets are also
significantly improving. This will help the Company to fetch better
prices.
Further, due to reduction in unsecured loans the finance costs will
also come down.
REPORTING TOWFR:
Due to erosion of 50% of peak net worth during the immediately
preceding four financial years, calculated in accordance with Section
23 of the Sick Industrial Companies (Special Provisions) Act, 1985, the
Company has to report such erosion to the Board for Industrial and
Financial Reconstruction and the Company will take steps to report the
same within the time stipulated.
AUDITORS : M/s. M.S.Jagannathan & Visvanathan, Auditors retire at the
ensuing Annual General Meeting and they are eligible for reappointment.
COST AUDITORS: The Board of Directors has re-appointed Shri V.
Balasubramanian, Cost Accountant, Coimbatore as the Cost Auditors of
the Company under Section 233B of the Companies Act, 1956, for the year
2012-13. The Cost Auditors Report for the year ended 30" June, 2011,
the due date of filing the Cost Audit Report was 31" December, 2011,
and the actual date of filing the cost audit report was 24.12.2011.
PARTICULARS OF EMPLOYEES : In accordance with Section 217(2A-of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules 1975, as amended, there are no employees who are in receipt of
remuneration of Rs.60 lakhs or more peranrtum and Rs.5 lakhs or more
per month.
STATEMENT SHOWING DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, EXPORTS AND FOREIGN
EXCHANGECARNINGS AND OUTGO
In accordance with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules 1988 a Statement showing
details of conservation of Energy, Technology absorption, Exports and
Foreign Exchange earning and outgo is annexed to this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation
for the tremendous support from the Bankers M/s. Indian Overseas -Bank,
the shareholders, depositors, all our suppliers and customers. The
Board also wishes to place on record their appreciation for the
contribution made by the employees at all levels.
For and on behalf of the Board of Directors,
Salem, P.PALANIAPPAN,
23rd August, 2012. Chairman cum Managing Director.
Jun 30, 2010
The Directors are hereby presenting this 30th Annual Report together
with the Audited Statement of Accounts for the Year ended 30th June,
2010.
FINANCIAL RESULTS FOR THE YEAR
The financial results for the year under review are furnished below:
30.06.2010 30.06.2009
Rs. Rs.
OPERATING PROFIT BEFORE INTEREST 13,04,06,733 2,09,51,772
AND DEPRECIATION
Less: Interest 4,65,89,107 4,33,68,567
Depreciation 2,16,74,134 1,98,31,057
6,82,63,241 6,31,99,624
PROFIT/(LOSS) BEFORE TAX 6,21,43,492 (4,22,47,852)
Less: Deferred Tax (Liability) / Asset (1,05,15,176) 1,55,06,507
Fringe Benefit Tax for prior year -- (54,219)
PROFIT/(LOSS) AFTER TAX 5,16,28,316 (2,67,95,564)
lncrease/(Provision for Diminution) in Value
of investments 3,13,500 (2,64,248)
Less/(Add) Loss Brought forward (5,81,68,245) (39,108,433)
Less: Transfer from General Reserve -- 8,000,000
Balance of Loss Carried Forward (62,26,429) (5,81,68,245)
Dividend: Due to inadequacy of Profit, the Company is unable to
recommend any Dividend for this year 2009-10 and the situation is
expected to improve in the current year,
REVIEW OF OPERATIONS
The Company turned around during the current year with Net profit
before tax being Rs. 621.43 lakhs as compared to Net loss before tax
being Rs. 422.48 lakhs during the year2008-09,The profit during the
year was onaccount of the following factors,
a. There was a sustained demand for cotton yarn during the last year
at higher price levels world wide.
b. Increase in capacity utilisation due to reduction of power cut.
c. Timely coverage of good cotton at lower prices.
d. Additional spindleage in our Aunit from 27840 to 33600 spindles.
During the current year, the company is expected to improve its
performance by enhanced production with a reduction in power cut from
30 % to 20%, energy conservation measures, improved yarn prices and
positive signs of revival of the current world economy, coupled with
the full utilization of additional spindleage.
FIXED DEPOSITS : As on 30.06.2010, three deposits amounting to
Rs.33,000/- remaining unclaimed on the due dates and since paid.
DIRECTORS
The Directors Sri. Perumal Madhavagopal and Sri A.AIagappan retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.The details as required under
Clause 49 of the Listing Agreements attached.
Sri.A. Annamalai was appointed as Whole Time Director with effect from
01,09.2010.
Sri. S. Ravichandran and Sri. PL. Subbiah were appointed as Additional
Directors with effect from 27.08.2010.
The Particulars of the Directors proposed to be appointed or
re-appointed are given in the Report on Corporate
Governance of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
As per amended section 217(2AA) of the Companies Act, 1956, the Board
of Directors states that in the preparation of
Annual Accounts for the year ended 30.06.2010
1. That the applicable accounting standards have been followed and
there are no material departures.
2. That the Directors have selected such accounting policies in
consultation with the statutory auditors 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 ended 30.06.2010 and of the Profit of the
Company for that year.
3. That 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 detecting fraud and other irregularities.
4. That the Directors have prepared the Annual Accounts for the year
ended 30.06.2010 on a going concern basis.
CORPORATE GOVERNANCE
Reports on Management Discussion and Analysis and Corporate Governance
along with a certificate from the auditors of the Company regarding
compliance in accordance with Clause 49 of the Listing Agreements with
Stock Exchanges are annexed as part of the Annual Report.
LISTING : The Equity Shares of the Company are listed in Mumbai and
Coimbatore Stock Exchanges and the Company has duly paid the Annual
listing fees for the year 2010-2011, except to Coimbatore Stock
Exchange to which the Company has applied for de-listing on 22.08.2005.
M/s. Cameo Corporate Services Limited, Chennai is the Registrar for
providing depository services through National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
for holding Shares in Electronic mode (De-mat) by our Shareholders and
also Registrator Share Transfer Services for physical segment.
AUDITORS : M/s. M.S.Jagannathan & Visvanathan, Auditors retire at the
ensuing Annual General Meeting and they are eligible for reappointment.
PARTICULARS OF EMPLOYEES: In accordance with Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules 1975, as amended, there are no employees who are in receipt of
remuneration of Rs. 24 lakhs or more per annum and Rs.2 lakhs or more
per month.
STATEMENT SHOWING DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules 1988 a Statement showing
details of conservation of Energy, Technology absorption. Exports and
Foreign Exchange earning and outgo is annexed to this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation
for the tremendous support from the Bankers M/s. Indian Overseas Bank,
the shareholders, depositors, all our suppliers and customers. The
Board also wishes to place on record their appreciation for the
contribution made by the employees at all levels.
For and on behalf of the Board of Directors
Salem, R PALANIAPPAN
27th August, 2010. Chairman cum Managing Director
Jun 30, 2009
The Directors are hereby presenting this 29 Annual Report together
with the Audited Statement of Accounts for the Year ended 30th
June,2009.
FINANCIAL RESULTS FOR THE YEAR
The financial results for the year under review are furnished below:
30.06.2009 30.06.2008
Rs. Rs.
OPERATING PROFIT BEFORE INTEREST 2,20,65,805 3,86,01,660
AND DEPRECIATION
Less: Interest 4,33,68,567 4,55,95,760
GROSS LOSS 2,13,02,762 69,94,100
Add: Depreciation 1,98,31,057 1,98,82,215
LOSS BEFORE TAX (4,11,33,819) (2,68,76,315)
Deferred Tax Asset/(Liability) 1,55,06,507 1,21,00,672
Fringe Benefit Tax (38,299) (59,671)
Fringe Benefit Tax for prior year (15,920) (5,350)
Excess Income Tax provision reversed -- 1,06,000
LOSS AFTER TAX (2,56,81,531) (1,47,34,664)
Bonus and Exgratia for Prior year (11,14,033) (13,81,380)
Dimunition in value of investments (2,64,248) (49,252)
Deficit transferred to Balance Sheet (2,70,59,812) (1,61,65,296)
REVIEW OF OPERATIONS
During the year under review, the turnover of the Company decreased by
3.70%. Gross Loss before depreciation increased from Rs 69.94 lakhs to
Rs.213.02 lakhs. The loss was on account of the following factors.
? Shortage of power and erratic power supply in Tamilnadu resulting in
under utilisation of the plant and also higher costs due to usage of
captive power plants.
? Lower price realisation and slow movement of yarn due to global
meltdown.
? Higher raw material input costs due to minimum support price of
cotton being enhanced by 40% during the year and also higher price of
imported cotton due to appreciation of dollar versus the rupee.
During the current year, the company is expected to improve its
performance by enhanced production with a reduction in power cut from
40 % to 20%, energy conservation measures, improved yarn prices and
positive signs of revival of the current world economy.
FIXED DEPOSITS : As on 30.06.2009, one deposit amounting to Rs. 3,000/-
remaining unclaimed on the due dates and close follow up is being made
to obtain instruction from the depositor.
DIRECTORS
The Directors Smt. RM. Umaiyal and Shri. A. Annamalai retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The details as required under
Clause 49 of the Listing Agreement is attached. The Particulars of the
Director proposed to be appointed or re-appointed are given in the
Report on Corporate Governance of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
As per amended section 217(2AA) of the Companies Act, 1956, the Board
of Directors states that in the preparation of Annual Accounts for the
year ended 30.06.2009
1. That the applicable accounting standards have been followed and
there are no material departures.
2. That the Directors have selected such accounting policies in
consultation with the statutory auditors 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 ended 30.06.2009 and of the loss of the
Company for that year.
3. That 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 detecting fraud and other irregularities.
4. That the Directors have prepared the Annual Accounts for the year
ended 30.06.2009 on a going concern basis.
CORPORATE GOVERNANCE
Reports on Management Discussion and Analysis and Corporate Governance
along with a certificate from the auditors of the Company regarding
compliance in accordance with Clause 49 of the Listing Agreements with
Stock Exchanges are annexed as part of the Annual Report.
LISTING : The Equity Shares of the Company are listed in Mumbai and
Coimbatore Stock Exchanges and the Company has duly paid the Annual
listing fees for the year 2009-2010, except to Coimbatore Stock
Exchange to which the Company has applied for de-listing on 22.08.2005.
M/s.Cameo Corporate Services Limited, Chennai is the Registrar for
providing depository services through National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
for holding Shares in Electronic mode (De-mat) by our Shareholders and
also Registrarfor Share Transfer Services for physical segment.
AUDITORS : M/s. M.S.Jagannathan & Visvanathan, Auditors retire at the
ensuing Annual General Meeting and they are eligiblefor reappointment.
PARTICULARS OF EMPLOYEES : In accordance with Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules 1975, as amended, there are no employees who are in receipt of
remuneration of Rs.24 lakhs or more per annum and Rs.2 lakhs or more
per month.
STATEMENT SHOWING DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules 1988 a Statement showing
details of conservation of Energy, Technology absorption, Exports and
Foreign Exchange earning and outgo is annexed to this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation
for the tremendous support from the Bankers M/s. Indian Overseas Bank,
the shareholders, depositors, all our suppliers and customers. The
Board also wishes to place on record their appreciation for the
contribution made by the employees at all levels.
For and on behalf of the Board of Directors,
Salem,
P. PALANIAPPAN
24th August, 2009 Chairman cum Managing Director
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