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Directors Report of Sri Ramakrishna Mills (Coimbatore) Ltd.

Mar 31, 2015

Dear Shareholders,

With a deep sense of sorrow, it is reported that Sri.R.Doraiswami Naidu, Chairman of the Company expired on 9th April 2015. The Company hereby places on record the distinguished service rendered by Sri.R.Doraiswami Naidu who founded the Company, by being at the helm of affairs of the company for about 66 years and also the phenomenal contribution made by him for the progress of the company during his tenure of Directorship / Chairmanship.

Your Directors submit the following Report on the working of the Company for the year ended 31.03.2015.

After meeting all working expenses, interest, repairs to machinery and buildings, the working results of the company for the year 2014-15 is given below :-Financial results:

Year Ended

31.03.2015 31.03.2014 Rs. Rs.

(Loss) before Interest and Depreciation (2,74,43,316) (10,53,969)

Less : Interest (4,49,04,680) (3,23,31,592)

Depreciation (1,23,38,637) (1,02,13,362)

(Loss) before Exceptional items (8,46,86,633) (4,35,98,923)

Exceptional Item: Surplus on conversion of land into Stock-in-Trade 6,82,42,005 85,94,196

(Loss) after Exceptional Item (1,64,44,628) (3,50,04,727)

(DEFICIT) carried over to Balance Sheet (1,64,44,628) (3,50,04,727)

Performance:

The turnover of the Company has come down from Rs.17.30 crores to Rs.16.25 crores and the Company has incurred a loss of Rs.1.64 crores after charging Interest and Depreciation and the exceptional items. This is mainly due to suspension of activity in Tamilnadu and reduced utilization in Andhra Pradesh.

There was volatility in cotton price and due to general sluggishness of the economy in the Country as well as in the World over, there was no pick up in demand. Consequently, much progress could not take place in the performance of the company. However, the prospects for textile industry looks promising provided a favourable condition prevails in the Country due to Governments initiatives.

Future:

The economy is expected to pick up in the coming months due to the initiatives taken by the Government. The Company intends to operate its plant during the current year to the full capacity, utilizing the power available to the maximum extent thereby improve its performance.

Management Discussion and Analysis

In terms of the provisions of Clause 49 of the Listing Agreement, the Management Discussion and Analysis is set out in this report. It contains an analysis on the Performance of the industry, the Company, Internal Control System and Risk management policy.

Board of Directors:

The composition of the Board of Directors of the Company is furnished in the Corporate Governance Report annexed to this report. The Company has issued a letter of appointment to all independent directors and the terms and conditions of their appointment have been disclosed on the website of the company. In terms of Section 149 of the Companies Act, 2013 (Act), Sri.N.Jothikumar (DIN:00028025) Sri.R.Narayanamurthy (DIN:00028158) and Sri.R.Radhakrishnan (DIN:00028190), Independent Directors were appointed by the Shareholders at the 67th Annual General Meeting (AGM) held on September 29, 2014 for a period of five years to hold Office upto 28th September 2019. All the independent directors have affirmed that they satisfy the criteria laid down under Sec.149(6) of the Act and Clause-49 of the Listing Agreement. Further, the Company's Code of Conduct suitably incorporates the duties of independent directors as laid down in the Act.

Retirement by rotation:

Smt. L. Nagaswarna (DIN: 00051610), who has been appointed as a Whole time Director, retires by rotation at the ensuing Annual General Meeting of the Company, as per the terms of her appointment. The place so vacated by her has to be filled up at the same meeting. The retiring Director is eligible for re-appointment at the ensuing Annual General Meeting. Accordingly, a resolution to this effect is included in the Agenda for consideration of members at the ensuing Annual General Meeting of the Company.

Board Meetings:

During the year six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening period between two consecutive meetings was within the period prescribed under the Act.

Meeting of Independent Directors:

During the year, one separate meeting of independent directors was held. All the independent directors were present at this meeting. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties.

Board Evaluation

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been framed by the Nomination and Remuneration Committee and approved by the Board. A questionnaire consisting of certain criteria is adopted for reviewing the functioning and effectiveness of the Board and for identifying possible areas for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision making of the Directors, relationship to Stakeholders, Company performance, company strategy and effectiveness of the whole Board and its various committees on a scale of one to five.

Necessary feed back is provided for improvement in the performance of the Directors and the functioning of the overall Board and the various committees.

Familiarisation Programme for Independent Directors :

The Company has put in place required programme for independent directors to get familiarized with the Organisation and also about their duties and responsibilities.

Key Managerial Personnel:

Sri.D.Lakshminarayanaswamy (DIN:00028118), Managing Director, Smt.L.Nagaswarna, Wholetime Director (DIN:00051610), Sri.S.A.Subramanian and Sri. G. Krishnakumar as Company Secretary and Chief Financial Officer respectively constitute Key Managerial Personnel of the Company.

Remuneration Policy:

The policy on appointment, remuneration and evaluation criteria for Directors and Senior Management is as per the recommendation of the Nomination and Remuneration Committee of the Board. The Company recognized that Compensation Policy is an important and strategic tool in the achievement of vision and goals of the company. It is in keeping with the performance of the individuals, internal equity, market trends and industry practices, legal requirements and appropriate governance standards.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Senior Management personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary.

Audit Committee:

In terms of the provisions of Section 177 of the Act and Clause 49 of the Listing Agreement, the Audit Committee of the Board was reconstituted to act in accordance with the terms of reference prescribed therein. Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report. Statutory Auditors:

The Auditors of the Company M/s.M.S.Jagannathan & Visvanathan were appointed at the last AGM to hold Office till the conclusion of 69th Annual General Meeting subject to ratification by members at the ensuing Annual General Meeting and being eligible offer themselves for their continuance as auditors of the company.

Cost Audit:

Ministry of Corporate Affairs (MCA) has vide Notification dated 31st December 2014 amended the Companies (Cost Records and Audit) Rules 2014. Accordingly, the rules apply to the Companies which have turnover exceeding the prescribed limits. Since the Company's turnover is less than the prescribed limit, the company is exempt from maintenance of Cost Records and Audit thereof.

Secretarial Audit:

Smt.C.Jayanthi, Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the Financial year 2014-15 as required under Sec.204 of the Act, and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2014-15 forms part of the Annual Report as annexure to the Board's Report.

The Board has appointed Smt.C.Jayanthi, Practising Company Secretary as Secretarial Auditor of the Company for the Financial Year 2015-16.

Internal Auditor :

The Company continues to engage Smt.Sasirekha Vengatesh, Chartered Accountants as Internal Auditors of the Company. The scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the strength and weaknesses of internal control. Internal Auditors reports are placed before the Audit Committee on a regular basis for taking suitable action for improvement, wherever required.

Statement of Responsibility of Directors:

As required under section 134 of the Act, it is stated

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

b. that 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 (i.e.) 31st March 2015 and of the loss of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the directors had prepared the annual accounts on a "going concern" basis, and

e. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. that 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. Related Party Transactions:

All contracts / arrangements / transactions entered into by the company during the Financial Year with related parties were in the ordinary course of business and on arm's length basis. During the year, the company had not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Statement giving details of the Contacts / arrangements / transactions with related parties is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

Corporate Social Responsibility :

Pursuant to Sec.135 of the Act the Company does not satisfy the eligibility criteria with regard to networth, turnover and net profit and hence the company is not required to comply with the provisions relating to CSR.

Fixed Deposits:

As on 31.03.2015, there was no Fixed Deposits lying with the Company.

Energy Conservation, Technology Absorption and Foreign Exchange earnings & outgo :

The information on the above stipulated under Sec.134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-I. Particulars of Directors, Key Management Personnel and Employees:

The information required pursuant to Sec.197 of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Directors, Key Management Personnel and employees of the Company are provided in the Annual Report.

Corporate Governance

A separate Report on Corporate Governance is attached to this report. A certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Other Disclosures:

a. Details of loan, guarantees and investments under the provisions of Sec.186 of the Act are given in the Notes.

b. The internal control systems and its adequacy are discussed in the Management Discussion and Analysis annexed to the Directors Report.

c. There was no significant material order passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

d. The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to the Directors' Report.

e. The Company has adopted the Whistle Blower Policy for Directors and Employees of the Company to report concerns about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and ethics. The policy is provided pursuant to Clause 7(iii) of Annexure-XII to the Listing Agreement. It also provides for adequate safeguard against victimization of Directors / Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The policy is also disclosed in the Company's Website.

f. The Company has adopted a code of conduct for the Board of Directors and Senior Management of the company and all of them have affirmed compliance of the same.

g. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Necessary mechanism has been put across the company in this regard to cover all the women employees in the company.

h. As contemplated under Clause 49(IX) of the Listing Agreement, certificate from MD/CEO Sri.D.Lakshminarayanaswamy & CFO Sri.G.Krishnakumar was placed before the Board of Directors at their meeting held on 28.05.2015.

i. Pursuant to Sec.134(3)(l) of the Act, there was no significant material changes and commitments affecting the financial position of the Company has taken place between the end of the financial year of the company and the date of Directors' Report.

General:

As reported earlier, the company proposes to develop the land at Ganapathy, in stages and necessary actions are being taken in this regard. If, any material development takes place, the same will be reported in due course.

Our thanks are due to The South Indian Bank Ltd., for their support and assistance to meet our business needs.

The Directors appreciate the services rendered by the Officers, Staff and the employees of the Company.

We pray for the Grace of Almighty Sri Jaganatha Perumal for the prosperity of the Company.

For and on behalf of the Board of Directors of Sri Ramakrishna Mills (Coimbatore) Limited

Place : Coimbatore D. LAKSHMINARAYANASWAMY Date : 28.05.2015 Chairman of the meeting


Mar 31, 2014

Dear Shareholders,

The Direct ors submit the following Report on the working of the Company for the year ended 31.03.2014.

An er meeting all working expenses, interest, repairs to machinery and buildings, the working results of the company for the year 2013-14 is given below :- Year Ended 31.03.2014 31.03.2013

Profit/(Loss) before Interest and 10.52.273 1.04.86.478 Depreciation Less: Interest 3.23.31.592 1.04.86.478

Depreciation 1.02.13.362 91.82.249

(Loss) before Exceptional items (4,35,97,227) (3,73,75,414)

Exceptional Item: Surplus on conversion of land into Stock-i n-Trade 85,92,500 1,03,29,657

(Loss) after Exceptional Item (3,50,04,727) (2,70,45,757)

(DEFICIT) carried over to Balance Sheet (3,50,04,727) (2,70,45,757)

Performance:

The turnover of the Company has come down from Rs.37.82 crores to Rs.17.31 crores and the Company has incurred a loss of Rs. 4.36 crores after charging Interest and Depreciation, before the exceptional items. This is mainly duly to severe power shortage in Andhra Pradesh and suspension of activity in Ta milnadu.

Th ere was volatility in cotton price and due to general sluggishness of the economy in the Country as well as in the World over, there was no pick up in demand. Consequently, much progress could not take place in the performance of the company. However, the prospects for textile industry looks promising provided a favourable condition prevails in the Country due to Governments initiatives.

Directors:

Sri.R.Doraiswami has expressed his desire to retire from the Board owing to advancing age, after being at the helm of affairs of the company for the past 66 years

In terms of provisions of the Companies Act, 2013 , the existing three non-executive Directors - Sri.N.Jothikumar, Sri.R.Narayanamurthy and Sri.R.Radhakrishnan had ceased to be directors of the company at the ensuing Annual General M eeting and the Board considers that their continued association will be beneficial to the company and as such it is proposed to re-appoint them as independent directors of the company for the next five years i.e. upto 28th September 2019 and during this period they are not liable to retire by rotation. Necessary resolutions for their re-appointment are placed before the Members for seeking their consent therefor.

According to the provisions of the Companies Act, 2013 and the Regulation 35B of Listing A greement, our Company has to have a Woman Di rector. Therefore it is proposed to appoint Smt.L.Nagaswarna (DIN 00051610) as a Director of the Company, who at present is the Chief Executive of the Company. Necessary Resolution for her appointment is included in the Agenda of the ensuing Annual General Meeting. She will draw the same Remuneration as at present and her period of Office is liable to determination by retirement of Directors by rotation.

The appointment of Sri.D.Lakshminarayanaswamy, Managing Director expired on 31.03.2014 and is eligible for reappointment and is proposed to reappoint him for a further period of 3 years at the same remuneration as he is drawing at present as the Board considers that his continued association would be of immense benefit to the company and it is desirable to continue to avail the services of Sri.D.Lakshminarayanaswamy as Managing Director. N ecessary resolution for his re-appointment is included in the Agenda of the Annual General Meeting.

Fixed Deposits:

As on 31.03.2014, 1,96,66,000 D eposits totaling Rs.45,000/- 4 deposits totaling have not been claimed after the due dates of the respective deposits.

Technology absorption , Energy Conservation etc:

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the Companies (Declaration of Particulars in the Report of Board of Directors) Rules, 1988 are annexed separately and they form part of this report.

Employees:

No employee of the company has drawn salary in excess of Rs.5,00,000/- per month. Hence the particulars of employees as per Section 217(2A) of the Companies Act, 1956 has not been given.

Statement of Responsibility of Directors:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure from the same.

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made 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 March 31,2014 and of the Loss of the company for the year ended on that date.

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

(iv) that the annual accounts have been prepared on a "going concern" basis.

Corporate Governance

A separate R eport on Corporate Governance is attached to this report. A certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agree ment is attached to this report.

Code of Conduct:

The Company has adopted a code of conduct for the Board of Di rectors and Senior Management of the company and all of them have affirmed compliance of the same.

CEO/CFO Certification:

As contemplated under Clause 49 of the Listing A greement, certificate from Mr.G.Krishnakumar, CFO was placed before the Board of Directors at their meeting held on

14.08.2014.

Auditors:

The Auditors of the Company M/s.M.S.Jagannathan & Visvanathan retire at the ensuing Annual General M eeting and being eligible offer themselves for re-appointment at the same

General:

Und er the existing circumstances, it is proposed to carry on the business of trading in various securities as the same may be conveniently or advantageously combined with the business of the Company. Accordingly it is necessary to amend the Memorandum of Association of the company which has to be effected through voting by P ostal Ballet.

Further, due to administrative convenience the Registered Offi ce of the Company is proposed to be shifted to Coimbatore from Sathyamangalam. Necessary resolution for this has to be passed through voting by P ostal Ballet.

As reported last year, the company proposes to develop the land at its Ganapathy Unit in stages and suitable actions are being taken/will be taken in this regard at appropriate time. During the year under review, a part of land has been transferred to Stock-in-trade.

Our thanks are due to The S outh Indian Bank Ltd., for their support and assistance to meet our business needs.

The Directors appreciate the services rendered by the Officers, Staff and the employees of the Company.

We pray for the Grace of Almighty Sri Jaganatha P erumal for the prosperity of the Company.

For the Board of Directors (Sd.) D.Lakshminarayanaswamy

Place: Coimbatore Chairman of the meeting Date: 14.08.2014


Mar 31, 2013

TO THE SHAREHOLDERS

Dear Shareholders,

The Directors submit the following report on the working of the company for the year ended 31.03.2013.

After meeting all working expenses, interest, repairs to machinery and buildings, the working results of the company are as follows:

FINANCIAL RESULTS:

Year Ended 31.03.2013 31.03.2012

Profit/(Loss) before Interest and Depreciation 1,04,86,478 (6,18,34,436)

LESS: Interest (3,86,79,643) (4,16,25,788)

Depreciation (91,82,249) (1,80,39,234)

Net Profit/(Loss) before Exceptional items and Tax (3,73,75,414) (12,14,99,458)

Less: Surplus on conversion of land into Stock-in-Trade 1,03,29,657 7,99,96,614

(Loss) after Exceptional Item and before Tax (2,70,45,757) (4,15,02,844)

Less: Tax Adjustments

(DEFICIT) carried over to Balance Sheet (2,70,45,757) (4,15,02,844)

The above deficit has been carried over to Balance Sheet.

PERFORMANCE:

The turnover of the Company has reduced to Rs.36.58 crores from Rs.38.34 crores in the previous year and the Company has incurred a loss of Rs.3.74 crores before taking into account the exceptional item during the year under review, due to severe power shortage both inTamilnadu & Andhra Pradesh.

The Textile Industry in general suffered during the year under report also and our arrangement for the purchase of private power had not supported to improve our working due to prolonged daily shut downs by Tamilnadu Electricity Board.

As a result of prevailing uneconomical working conditions, we have stopped operations at our Sathyamangalam Units from May 2013. Further, we are now buying outside power and running to full capacity at Andhra Pradesh and expect the power position to considerably improve in Andhra Pradesh in the coming year.

DIRECTORS: Reappointment of Directors:

Sri. R. Doraiswami was appointed as the Executive Chairman of the company for a term of 5 years with effect from 30/07/2008 and it is due to expire on 29/07/2013. He has expressed that he wants to retire from 29/07/2013. However, it is proposed to appoint him as a Non-Executive Chairman of the Company with effect from 30/07/2013. In order to continue to avail his experience and wisdom, the directors propose to appoint him for another term of 5 years and necessary resolution for seeking the approval of members at the ensuing Annual General Meeting is included.

Sri.R.Radhakrishnan one of the Directors of the Company retires by rotation at the ensuing Annual General Meeting of the Company. The place so vacated by him has to be filled up at the same meeting. The retiring Director is eligible for re-appointment at the ensuing Annual General Meeting.

Accordingly, a resolution is included for consideration of members at the ensuing Annual General Meeting of the Company.

FIXED DEPOSITS:

As on 31.03.2013, 4 (Four) Deposits totaling Rs.45.000/- have not been claimed after the due dates of the respective deposits.

TECHNOLOGY ABSORPTION , ENERGY CONSERVATION ETC:

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the Companies (Declaration of Particulars in the Report of Board of Directors) Rules, 1988 are annexed separately and they form part of this report.

EMPLOYEES:

No employee of the company has drawn salary in excess of Rs.5,00,000/- per month. Hence the particulars of employees as per Section 217(2A) of the Companies Act, 1956 has not been given.

STATEMENT OF RESPONSIBILITY OF DIRECTORS:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure from the same.

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made 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 March 31,2013 and of the Loss of the company for the year ended on that date.

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

(iv) that the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance is attached to this report. A certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and Senior Management of the company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, certificate from Mr N Narasimhalu, CFO-Vice President was placed before the Board of Directors at their meeting held on 30.05.2013 and the same is included in this report.

AUDITORS:

The Auditors of the Company M''s.M.S.Jagannathan & Visvanathan retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment at the same meeting.

COST AUDITORS:

Pursuant to the directions of the Central Government for audit of the Cost Accourting Records maintained by the Company as required under section 209(1 )(d) of the Companies Act, 1956, the proposal for appointment of M/s.S.Mahadevan & Co, Cost Accountants, Coimbatore as Cost Auditors for the year ended 31st March 2013 was approved by the Central Government and they were accordingly appointed. The Cost Audit Report for the year 2011-12 was filed on 15.02.2013. In respect of the Financial Year ended 31st March 2013, the Company with the approval of the Central Government has appointed M/s.S.Mahadevan & Co, Cost Accountants for audit of Cost Accounting Records maintained by the Company. The due date for filing the Cost Audit Report is 30th September 2013.

GENERAL:

Under the existing circumstances, it is proposed to carry on the business of trading in various securities as the same may be conveniently or advantageously combined with the business of the Company. Accordingly it is necessary to amend the Memorandum of Association of the company which has to be effected through voting by Postal Ballet. Further, due to administrative convenience the Registered Office of the Company is proposed to be shifted to Coimbatore from Sathyamangalam. Necessary resolution for this has to be passed through voting by Fbstal Ballet.

As reported last year, the company proposes to develop the land at its Ganapathy Unit in stages and suitable actions are being taken.

During the year under review, a part of land has been transferred to Stock-in-trade.

Our thanks are due to The South Indian Bank Ltd.. and Kotak Mahindra Bank Ltd.. for their support and assistance to meet our business needs.

The Directors appreciate the services rendered by the Officers, Staff and the employees of the Company.

We pray for the Grace of Almighty Sri Jaganatha Perumal for the prosperity of the Company.

For the Board of Directors

Coimbatore (Sd.) D. Lakshminarayanaswamy

30.05.2013 Chairman of the Meeting


Mar 31, 2012

The Directors submit the following report on the working of the company for the year ended 31.03.2012.

After meeting all working expenses, interest, repairs to machinery and buildings, the working results of the company are as follows:

FINANCIAL RESULTS:

Year Ended Year Ended 31.03.2012 31.03.2011 Rs. Rs.

Profit/(Loss) before Interest and Depreciation (6,18,34,436) 6,72,25,726

LESS: Interest (4,16,25,788) 3,27,38,437

Depreciation (1,80,39,234) 1,82,75,274

Net Profit/(Loss) before Exceptional items and Tax (12,14,99,458) 1,62,12,015

Less: Surplus on conversion of land into Stock-in-Trade - 7,99,96,614

Profit after Exceptional Item and before Tax (4,15,02,844) 1,62,12,015

Less : Tax Adjustments :-

Provision for Income Tax - MAT - 32,31,200

MAT Credit entitlement - (32,31,200)

Surplus/(Deficit) carried over to Balance Sheet (4,15,02,844) 1,62,12,015

The above deficit has been carried over to Balance Sheet.

PERFORMANCE:

During the year under review, the turnover of the Company has reduced to Rs. 38.34 crores from Rs. 65.95 crores in the previous year and the Company has incurred a loss of Rs. 12.15 crores before taking into account the exceptional item during the year, due to margins turning negative on account of steep fall in cotton yarn prices and high cost of cotton inventory procured during the last cotton season.

The Textile Industry as a whole witnessed an unexpected downturn during the year resulting in reduction of demand and yarn prices. Our arrangement for the purchase of private power and expected increase in the utilization of installed capacity and the certainty of increase in demand, the prospects of industry is expected to improve during the current year.

DIRECTORS:

Retiring Director:

Sri. N. Jothikumar one of the Directors of the Company retires by rotation at the ensuing Annual General Meeting of the Company. The place so vacated by him has to be filled up at the same meeting. The retiring Director is eligible for re-appointment at the ensuing Annual General Meeting.

Accordingly, a resolution is included for consideration of members at the ensuing Annual General Meeting of the Company.

ENERGY-CONSERVATION etc:

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the Companies (Declaration of Particulars in the Report of Board of Directors) Rules, 1988 are annexed separately and they form part of this report.

EMPLOYEES:

No employee of the company has drawn salary in excess of Rs. 5,00,000/- per month. Hence the particulars of employees as per Section 217(2A) of the Companies Act, 1956 has not been given.

At the 64th Annual General Meeting held on 22.07.2011, Members accorded their approval for a revision in the remuneration payable to the Chief Executive who is related to Sri. R. Doraiswami, Chairman and Sri. D. Lakshminarayanaswamy, Managing Director of the Company pursuant to the provisions of Sec 314(1B) of the Companies Act, 1956 read with Director's Relatives (Office or Place of Profit) Rules 2003 and the Amended Rules 2011, thereof, as Rs. 1,05,000/- p.m. with eligibility to receive all other perquisites and benefits as applicable to the members of staff in similar position in the company. A revision in her remuneration is being recommended by the Remuneration/Selection Committee with effect from 01.05.2012. Accordingly, a resolution is included for consideration of members at the ensuing Annual General Meeting.

STATEMENT OF RESPONSIBILITY OF DIRECTORS:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure from the same.

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made 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 March 31,2012 and of the loss of the company for the year ended on that date.

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

(iv) that the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance is attached to this report. A certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and Senior Management of the company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, the certificate from Mr N Narasimhalu, CFO-Vice President was placed before the Board of Directors at their meeting held on 13.08.2012.

AUDITORS:

The Auditors of the Company M/s. M. S. Jagannathan & Visvanathan retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment at the same meeting.

COST AUDITORS:

Pursuant to the directions of the Central Government for audit of the Cost Accounting Records maintained by the Company as required under section 209(1)(d) of the Companies Act, 1956, the proposal for appointment of M/s. S. Mahadevan & Co, Cost Accountants, Coimbatore as Cost Auditors for the year ended 31st March 2011 was approved by the Central Government and they were accordingly appointed. The Cost Audit Report for the year 2010-11 was filed on 29.09.2011. In respect of the Financial Year ended 31st March 2012, the Company with the approval of the Central Government has appointed M/s. S. Mahadevan & Co, Cost Accountants for audit of Cost Accounting Records maintained by the Company. The due date for filing the Cost Audit Report is 30th September 2012.

GENERAL:

The company proposes to develop the land at its Ganapathy Unit in stages and suitable action will be taken in this regard at appropriate time.

During the year under review, a part of land has been transferred to Stock-in-trade.

Our thanks are due to The South Indian Bank Ltd., and Kotak Mahindra Bank Ltd., for their support and assistance to meet our business needs.

The Directors appreciate the services rendered by the Officers. Staff and the employees of the Company.

We pray for the Grace of Almighty Sri Jaganatha Perumal for the prosperity of the Company.

For the Board of Directors

(Sd.) R. Doraiswami Chairman Coimbatore 13.08.2012


Mar 31, 2011

The Directors submit the following report on the working of the company for the year ended 31.03.2011.

After meeting all working expenses, interest, repairs to machinery and buildings, the working results of the company are as follows:

FINANCIAL-RESULTS:

Year Ended 31.03.2011 31.03.2010 Rs. Rs.

Profit before Interest and Depreciation 6,72,25,726 12,69,37,608

LESS: Interest 3,27,38,437 3,49,03,755

Depreciation 1,82,75,274 1,89,07,127

Net Profit before Taxes 1,62,12,015 7,31,26,726

Less: Tax Adjustments:

Provision for Income Tax - MAT 32,31,200 1,33,00,000

MAT Credit entitlement (32,31,200) (1,33,00,000)

Net Profit after taxes 1,62,12,015 7,31,26,726

Add: Prior year Adjustments (Net) - (22,09,662)

Loss b/f from Previous Year (1,01,87,886) (8,11,04,950)

Surplus/(Deficit) Carried Over to Balance Sheet 60,24,129 (1,01,87,886)

The above surplus has been carried over to Balance Sheet.

PERFORMANCE:

The year under review was a good year for the spinning industry in India. In spite of the steep increase in cotton prices, demand and prices for cotton yarn kept pace for 3 quarters i.e. upto 31.12.2010. However Government interventions like restrictions on yarn exports and withdrawal of export benefits on cotton yam exports created huge problems during the last quarter of the year.

Cotton prices in India registered unprecedented increase until March 2011, commencing from the current cotton year. Though this was mostly in response to global price, the decision of Government to permit exports during the early part of the cotton year also played a role in increasing the domestic cotton prices. The present problems are thus temporary and a significant improvement in the demand and price realization for cotton yarn can be expected during the second half of the current financial year.

The long term prospects of industry look promising as there is certainty of increase in demand both domestic and exports for cotton yarn.

We expect that the power supply in Tamil Nadu will also improve due to determination of State Government and by good monsoon expected.

DIRECTORS:

Retiring Director:

Sri R Narayanamurthy, one of the Directors of the Company retires by rotation at the ensuing Annual General Meeting of the Company. The place so vacated by him has to be filled up in the same meeting. The retiring Director is eligible for re-appointment at the ensuing Annual General Meeting.

ENERGY-CONSERVATION etc:

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the Companies (Declaration of Particulars in the Report of Board of Directors) Rules, 1988 are annexed separately and they form part of this report.

EMPLOYEES:

No employee of the company has drawn salary in excess of Rs.5,00,000/- per month. Hence the particulars of employees as per Section 217(2 A) of the Companies Act, 1956 has not been given.

At the 63rd Annual General Meeting held on 11.08.2010 Members accorded their approval for an increase in the remuneration payable to the Chief Executive who is related to Sri R Doraiswami, Chairman and Sri D Lakshminarayanaswamy, Managing Director pursuant to the provisions of Section 314 (1B) of the Companies Act, 1956 read with Directors Relatives (Office or Place of Profit) Rules 2003. On seeking the approval of the Central Government as required by the above Rules, Central Government had approved only a payment of Rs.50,000/- per month. Now that the Central Government has amended the ceiling of remuneration payable to a relative of a Director from the existing limit of Rs.50,000/- to Rs.2,50,000/- per month vide Directors Relatives (Office or Place of Profit) Amendment Rules, 2011, it has been proposed by the Board of Directors to increase the remuneration payable to her on the basis of approval of the Remuneration/Selection Committee with effect from 01.05.2011. Accordingly, a resolution is included for consideration of members at the ensuing Annual General Meeting.

STATEMENT OF RESPONSIBILITY OF DIRECTORS:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure from the same.

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made 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 March 31,2011 and of the profit of the company for the year ended on that date.

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

(iv) that the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance is attached to this report. A certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and Senior Management of the company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, the certificate from Mr. N. Narasimhalu, CFO-Vice President was placed before the Board of Directors at their meeting held on 30-05-2011

GENERAL

The Company proposes to develop the land at its Ganapathy Unit in stages and suitable action will be taken in this regard at appropriate time.

The Auditors of the company M/s. M.S .Jagannathan & Visvanathan retire at the ensuing Annual General Meeting and are eligible for re-appointment at the same meeting.

The cost accounting records maintained by the Company as required under Sec.209(l)(d) of the Companies Act, 1956 would be audited by M/s. S. Mahadevan & Co., Cost Accountants, whose appointment as Cost Auditor of the Company for the year ended 31-03-2011 duly approved by the Government to comply with statutory requirements.

Our thanks are due to M/s Clearwater Capital Partners India P. Ltd., / The South Indian Bank Ltd., and Kotak Mahindra Bank Ltd. for their support and assistance to meet our business needs.

The Directors appreciate the services rendered by the Officers, Staff and the employees of the Company.

We pray the Grace of Almighty Sri Jaganatha Perumal for the prosperity of the Company.

For the Board of Directors (Sd.) R Doraiswami Chairman

Coimbatore 30.05.2011

 
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