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Directors Report of Super Spinning Mills Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 53rd Annual Report of the Company along with audited financial statements for the year ended 31st March, 2015.

Financial Highlights:

The summary of the financial performance of the Company for the year ended 31st March 2015 is as follows. (Rs. lakhs)

Particulars 31.03.2015 31.03.2014

Revenue from operations 44,050 52,120

Total Revenue 44,635 52,623

Earnings before Finance 1,626 4,373 cost, Depreciation & Tax

Less: Finance cost 2,304 2,380

Earnings before Deprecia- (678) 1,993 tion & Tax

Less: Depreciation & Amor- 1,037 1,511 tisation

Profit before Tax

Less: Current & Deferred (541) 150

Tax

Less: Adjustment for earlier - - years

Profit after tax

Add: Balance brought (3,369) (3,701) forward

Profit available for (4,543) (3,369) appropriations and carry forward

Dividend

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31st March 2015.

Transfer to Reserves

Due to losses incurred by the Company during the year under review the company is unable to transfer any amount to its reserves.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In terms of Section 205A & 205C of the Companies Act, 1956, an amount of Rs. 6,42,276/- being unclaimed dividend (2006-07) was transferred during the year to the Investor Education and Protection Fund established by the Central Government. The unclaimed dividend for the year 2007-08 is due for remittance on 28th October 2015 to the Investors Education and Protection Fund during this year.

Share Capital

The issued, subscribed and paid-up share capital of the Company as at 31.03.2015 stood at Rs. 5,50,00,000/- divided into 5,50,00,000 equity shares of Rs. 1/- each. During the year under review the Company has not made any fresh issue of shares.

Extract of Annual Return

The extract of Annual Return in the prescribed Form No.MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.

Board Meetings Conducted During the Period under Review

The Company had conducted Four (4) Board meetings during the period under review. Further details on the Board and Committee meetings held during the year have been enumerated in the Corporate Governance Report which is annexed to this 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 and there are no material departures from those standards;

(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 loss 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;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

(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.

Declaration of Independent Directors

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

Company's Policy Relating to Directors Appointment, Payment of Remuneration and other matters provided Under Section 178(3) of the Companies Act, 2013.

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 2 and is attached to this report and can also be accessed on the Company's website at the link http://www.superspinning.com/ wp-content/uploads/2015/07/Nomination-and- Remuneration-Policy.pdf.

Auditors' Report

There were no qualifications, reservations, adverse remarks or disclaimers made by the M/s.Reddy, Goud and Janardhan, Statutory Auditors and Mr.M.D.Selvaraj of MDS & Associates, Secretarial Auditor in their report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the year under review. However, the details in respect of investments made by the Company in the earlier years is disclosed in the notes to the financial statements.

Particulars of contracts or arrangements with Related Parties

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2014-15 were in the ordinary course of business and on an arm's length basis. Since there are no transactions which are not on arm's length basis and material in nature the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company's website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Related-Party-Transactions.pdf.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2015 and the date of the report.

Conservation 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 attached herewith as Annexure 3 to this report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization 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 inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

Whistle Blower Policy (Vigil Mechanism)

The details of the composition of the Audit Committee have been enumerated in the Corporate Governance Report which forms a part of the Board's report. The Company has formulated a whistle blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the company's website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility initiatives

The Board has constituted a Corporate Social Responsibility Committee comprising of the following directors as its members;

1. Mr. C S K Prabhu - Chairman

2. Mr. Sumanth Ramamurthi - Member

3. Mr. A.S.Thirumoorthy - Member

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company.

The Company was however not required to incur any expenditure on the CSR initiatives during the year under review as the average net profits of the preceeding three financial years of the company was in the negative.

The Annual Report on Company's CSR activities of the Company is furnished in the prescribed format as Annexure 4 and attached to this report.

Annual evaluation of the Board on its own performance and of the Individual Directors

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.

Directors & Key Managerial Personnel

During the year under review, the Members have approved the appointment of Mr. C.S.K. Prabhu, Mr.B.Vijayakumar, Mr.Sudarsan Varadaraj, Mr.Vijay Venkataswamy, Mr.C.G. Kumar and Mrs.Suguna Ravichandran as the Independent Directors of the Company for a period of 5 years.

The Members at the Annual General Meeting held on 10th September 2014 approved the appointment of Mr.Sumanth Ramamurthi and Mr.A.S.Thirumoorthy as the Executive Chairman and the Managing Director respectively with effect from 1st April 2014.

Mr.N.Hemanand was appointed as the Chief Financial Officer of the Company with effect from 1st April 2014.

Mr.Sumanth Ramamurthi, Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Your Directors recommend his re-appointment.

Subsidiaries, Joint Ventures and Associate Companies

The Company has two subsidiaries namely M/s.Sara Elgi Arteriors Limited - a wholly owned subsidiary and M/s.Elgi Building Products Limited - step down subsidiary.

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form AOC-1 and is attached as Annexure 5 to this report

The company does not have any material subsidiaries whose individual transactions exceeds 20% of the annual consolidated net worth of the holding company as per the last audited financial statements of the Company. The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Subsidiaries.pdf.

The consolidated financial statements of the company and its subsidiaries have prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www. superspinning.com and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed Deposits

Since the Company has not accepted any fixed deposits covered under Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid as on 31st March 2015 and accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

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

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action and the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

AUDITORS Statutory Auditors

M/s.Reddy, Goud & Janardhan, Chartered Accountants, Bangalore retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee & the Board of Directors recommend the re-appointment of M/s. Reddy, Goud & Janardhan, Chartered Accountants as the Statutory Auditors of the Company. Further, 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.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial report is annexed herewith as Annexure 6 to this report.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, have appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost Auditors of the company for the financial year 2015-16.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors is subject to the approval of the members in a general meeting. The Board recommends the ratification of their remuneration.

Pursuant to Section 209(1)(d) of the Companies Act, 1956, the Cost Audit Report for the financial year ended 31st March 2014 was submitted to the Central Government on 29th September 2014.

Particulars of Employees

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 7 and is attached 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. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

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

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has constituted an internal complaints committee to address the complaints regarding sexual harassment. All employees are covered under this policy. The company has received some complaints and all the complaints are properly settled after conducting inquiry.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Acknowledgements

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Sumanth Ramamurthi

Coimbatore Executive Chairman

27th May 2015 DIN: 00002773


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 52nd Annual Report together with the audited statement of accounts for the financial year ended 31st March 2014.

Financial Results (Rs. lakhs)

Particulars 31.03.2014 31.03.2013

Revenue From Operation 52,120 43,414

Total Revenue 52,623 44,217

Earnings before Finance Cost, Depreciation and Tax 4,373 4,842

Less: Finance Cost 2,380 2,311

Earnings before Depreciation and Tax 1,993 2,531

Less: Depreciation and Amortization 1,511 1,697

Profit before Tax 482 834

Less: Current and Deferred Tax 150 86

Less: Adjustment for earlier years 0 (2)

Profit after Tax 332 751

Add: Balance brought forward (3,701) (4,452)

Profit available for appropriations and carry forward (3,369) (3,701)

MANAGEMENT DISCUSSION AND ANALYSIS

Dividend

Due to carry forward losses, the Directors have not recommended any dividend for the year.

Industry Conditions and Review of Operations

The Indian textile industry witnessed reasonable improvement during the course of the year. During the year under review your company was able to maintain its performance due to stable cotton prices, remunerative yarn price, upward trend in export of cotton yarn coupled with depreciation of Indian Rupee and through dedicated efforts aimed at improving operational efficiency, focus on optimal product mix and effective cost saving practices.

Power situation was cause of concern for most part of the financial year. The Company has taken up the modernization of its manufacturing facilities and planning an outlay of around Rs. 50 Crores towards the above in the next 3 to 4 years.

Company outlook

During the current year, in the first quarter the demand for the yarn is subdued and yarn prices could not be increased corresponding to the increase in cotton prices.

Opportunities, Risks and Concerns

The cotton price is subject to climatic conditions and market volatility. The probable impact of climatic conditions in current year is expected to have a bearing on the cotton prices.

Exports may partly get affected since European Markets are yet to improve. Power shortage and Labour shortage are major concerns, which could have impact on operations of the Company. Higher inflation and increase in interest rates would have adverse impact on profit margins of the company.

Subsidiary Companies and Consolidated Financial Statements of Subsidiaries

The Company has two subsidiaries namely M/s Sara Elgi Arteriors Limited - a wholly owned subsidiary and M/s Elgi Building Products Limited - step down subsidiary. The statement pursuant to Section 212 of the Companies Act 1956, containing details of subsidiaries of the Company forms part of this Annual report.

The Ministry of Corporate Affairs vide General Circular No. 2/2011 dt. 8th February 2011 has granted a general exemption from attaching a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies along with holding company and hence the same have not been attached herein.

The Consolidated Financial Statements of the Company and its subsidiary companies prepared in accordance with the Accounting Standard 21 (AS - 21) and Listing Agreement wherever applicable and forms part of the Annual Report and Accounts.

However, as per the conditions of the above referred circular the brief financial statement of subsidiaries is included in the Annual report The Annual Accounts of the subsidiary companies will be made available to the shareholders seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any shareholder at its Registered Office.

Directors

The term of office of Mr. Vidyaprakash D, Executive Chairman and Mr. Sumanth Ramamurthi, Managing Director came to an end on 31st March 2014. Mr. Vidyaprakash D on completion of his tenure retired from Executive Chairmanship and resigned from the Directorship of the Company. Your Directors wish to place on record its highest appreciation for the significant contributions and valuable guidance given by Mr. Vidyaprakash D as Executive Chairman of the Company during his tenure of office.

The Remuneration Committee and the Board of Directors at their meeting held on 7th February 2014 appointed Mr. Sumanth Ramamurthi as Executive Chairman and Mr. A S Thirumoorthy as Additional and Managing Director of the Company for a period of three years effective from 1st April 2014. The above appointments are subject to the approval of the members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. D Sarath Chandran is liable to retire by rotation and is eligible for reappointment.

The Nomination and Remuneration Committee and the Board of Directors at their meeting held on 28th May 2014 appointed Mr. C G Kumar and Mrs. Suguna Ravichandran as Additional Directors of the Company with effect from 1st June 2014. Their appointment is subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to the notification of 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. Such Independent Directors are not liable to retire by rotation. Accordingly, the following Independent Directors are appointed as below:-

S. Name of the Period of Appointment No. Independent Director

1 Mr. C S K Prabhu 01.06.2014 to 31.05.2019

2 Mr. B Vijayakumar 01.06.2014 to 31.05.2019

3 Mr. Sudarsan Varadaraj 01.06.2014 to 31.05.2019

4 Mr. Vijay Venkataswamy 01.06.2014 to 31.05.2016

5 Mr. C.G Kumar 01.06.2014 to 31.05.2019

6. Ms. Suguna Ravichandran 01.06.2014 to 31.05.2019

Necessary resolutions for the appointment /re- appointment of the aforesaid directors have been included in the notice convening the ensuing Annual General Meeting and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules 2014.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

Transfer To Investors Education And Protection Fund

In terms of Section 205C of the Companies Act, 1956, an amount of Rs.3.74 Lakhs being unclaimed dividend (2005-06) was transferred during the year to the Investors Education and Protection Fund established by the Central Government. The unclaimed dividend for the year 2006-07 will be transferred to the Investors Education and Protection Fund during this year.

Internal Control System

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action and the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2014.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retires at the ensuing Annual General Meeting and have given their consent for re- appointment. The company has received confirmation from them that, if appointed, it would be within the limits under Section 139 of the Companies Act, 2013. The Audit committee and the Board of Directors of the company propose the reappointment of the auditors.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished, as there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors confirm that:

-In the preparation of the annual accounts, all applicable accounting standards had been followed along with proper explanation relating to material departures

-We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit or loss of the company for that period.

-Proper and significant 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 the preventing and detecting fraud and other irregularities.

-The annual accounts have been prepared on a going concern basis.

Recognition and Reward

Your Directors are glad to inform that during the year the Company has been recognized and won the best implementing partner award on 2013 for supporting Tami Nadu Cotton Farmers in soil health management at Mumbai on 22nd March 2013 from international NGO, Solidaridad. Won 2nd prize best project award in International Symposium on Corporate Social Responsibility jointly conducted by Amirta University - India and Deakin University - Australia at Bangalore on 12th & 13th December 2013.

The Company also won the CSR award from Dr Wayne Visser, Director of the think tank Kaleidoscope futures and founder of CSR International- UK.

Acknowledgement

Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Coimbatore Sumanth Ramamurthi

28th May 2014 Executive Chairman

DIN : 00002773


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 51st Annual Report together with the audited statement of accounts for the financial year ended 31st March 2013.

Financial Results

(Rs.lakhs)

Particulars 31.03.2013 31.03.2012

Revenue from operations 43544 38078

Total Revenue 44212 39526

Earnings before Finance cost,

Depreciation & Tax 4842 (1264)

Less: Finance cost 2311 3023

Earnings before Depreciation & Tax 2531 (4287)

Less: Depreciation & Amortisation 1697 1900

Profit before Tax 834 (6187)

Less: Current & Deferred Tax 86 (2251)

Less: Adjustment for earlier years (2) 355

Profit after tax 751 (4292)

Add: Balance brought forward (4452) (160)

Profit / (loss) carried to

Balance sheet (3701) (4452)

Subsidiary Companies

The Company has two subsidiaries namely M/s Sara Elgi Arteriors Limited, a wholly owned subsidiary and M/s Elgi Building Products Limited, a step down subsidiary. The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company forms part of this Annual report.

The Ministry of Corporate Affairs vide General Circular No. 2/2011 dated 8th February 2011 has granted a general exemption from attaching a copy of the Balance Sheet, Statement of Profit & Loss, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies along with holding company and hence the same have not been attached herein.

However, as per the conditions of the above referred circular the brief financial statement of subsidiaries is included in the Annual report. The Annual Accounts of the subsidiary companies will be made available to the shareholders seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any shareholder at its Registered / Corporate Office.

Directors

Mr. Vijay Venkataswamy, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. D Sarath Chandran, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars of the Directors proposed to be appointed or re-appointed are given in the Notice of this Annual Report.

Internal Control System

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action in the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

Foreign Exchange earnings and outgo

Total Foreign exchange earned and used: Earned : Rs. 9920.85 lakhs Used : Rs. 996.55 lakhs

Fixed Deposits

During the year the Company did not accept any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2013.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment. The company has received confirmation from them that, if appointed, it would be within the limits under Section 224(1B) of the Companies Act, 1956. The Audit committee and the Board of Directors of the company propose the reappointment of the auditors.

Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co as Cost Auditors, subject to the approval of the Central Government for the financial year 2013-14. The company has filed the Cost audit report for the financial year 2012-13 on 26.01.2013 (Due Date: 31.01.2013).

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished, as there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors confirm that:

in the preparation of the annual accounts, all applicable accounting standards had been followed along with proper explanation relating to material departures

we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit or loss of the company for that period. proper and significant 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.

The annual accounts have been prepared on a going concern basis.

Recognition and Reward

Your Directors are glad to inform that during the year the Company has been recognized as an implementing partner for the BCI project being implemented in Tamil Nadu. This is in recognition of our contribution towards BCI. BCI program leads the way for new business development along with social responsibility and environment safety, which is being emphasized of late in corporate entities.

Acknowledgement

Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Coimbatore Vidyaprakash D

27th May, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 50th Annual Report together with the audited statement of accounts for the financial year ended 31st March 2012.

Financial Results (Rs. in lakhs)

Particulars 31.03.2012 31.03.2011

Revenue from operations 37795 47776

Total Revenue 39243 48378

Earnings before Finance cost, Depreciation & Tax (1264) 5856

Less: Finance cost 3023 2293

Earnings before Depreciation & Tax (4287) 3563

Less: Depreciation & Amortisation 1900 2081

Profit before Tax (6187) 1482

Less: Current & Deferred Tax (2251) (19)

Less: Adjustment for earlier years 355 110

Profit after tax (4292) 1391

Add: Balance brought forward (160) (1551)

Profit available for appropriations and carry forward (4452) (160)

Dividend

Your Directors have not recommended any dividend for the financial year 2011-12 since the Company has incurred a loss.

Directors

Mr. Sudarsan Varadaraj, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. C S K Prabhu, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars of the Directors proposed to be appointed or re-appointed are given in the Notice of this Annual Report.

Internal Control System

The Company has an effective internal control system that is commensurate to the size and nature of its business and ensures timely and accurate financial reporting in accordance with applicable accounting standards, compliance with applicable laws, management policies, listing agreements and regulations, optimum utilization, timely maintenance and safety of assets, and an effective management information system based on the SAP - ERP system, the efficacy of which is constantly reviewed and improved to ensure reliability of the processes. The Internal Auditor appointed by the Board conducts regular audit of the internal control systems and reports to the Audit Committee of the Board of Directors, which periodically reviews the performance and adequacy of internal control systems and tracks compliance status of Audit observations.

Foreign Exchange earnings

Total Foreign exchange earned and used:

Earned : Rs. 5760.76 Lakhs

Used : Rs. 1037.44 Lakhs

Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2012.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment.

Cost Auditors

Pursuant to the provisions of the Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co as Cost Auditors and approved by the Central Government for the Financial Year 2012-2013.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished as there are no employees covered by the said provisions. Directors Responsibility Statement u/s. 217 (2AA)

Your Directors confirm that:

- In the preparation of the annual accounts, all applicable accounting standards had been followed along with proper explanation relating to material departures;

- We have 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 as at the end of financial year and of the profit or loss of the company for that period;

- Proper and significant 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 the preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times. The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Coimbatore Vidyaprakash D

22nd May 2012 Chairman


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 49th Annual Report together with the audited statement of accounts for the financial year ended 31st March 2011.

Rs. Lakhs FINANCIAL RESULTS 31.03.2011 31.03.2010

Particulars

Sales 47690 38538

Total Income 49708 36811

Earnings before Interest, Depreciation & Tax 5740 4334

Less : Interest 2177 2158

Earnings before Depreciation & Tax 3563 2175

Less : Depreciation 2081 2352

Profit before tax 1482 (177)

Less : Provision for taxation 2 2

Less : Deferred tax (21) (305)

Profit after tax 1501 126

Less : Prior year expenses - 1

Less : Taxes relating to earlier Years 110 93

Net Profit / (Loss) 1391 32

Add : Balance brought forward (1551) (1582)

Profit available for Appropriations (160) (1551) Appropriations

Balance carried forward (160) (1551)

Dividend

Your Directors have not recommended any dividend for the financial year 2010-11 as the Company has a carry forward loss of Rs.160 Lakhs.

Directors

Mr. D Sarath Chandran, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Mr. B Vijayakumar, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

The particulars of the Directors proposed to be appointed or re- appointed are given in the Notice of this Annual Report. Mr. K R Seethapathy, Executive Director, resigned from the Board with effect from 4th November 2010. The Board wishes to place on record its sincere appreciation for the valuable services ren- dered by Mr. K R Seethapathy during his tenure as Director of the Company.

Internal Control System

The Company has an effective Internal control system that is commensurate to the size and nature of its business and ensures timely and accurate financial reporting in accordance with applicable accounting standards; compliance with applicable laws, management policies, listing agreements and regulations; optimum utilization, timely maintenance and safety of assets, and an effective management information system based on the SAP - ERP system, the efficacy of which is constantly reviewed and improved to ensure reliability of the processes. The Internal Auditor appointed by the Board conducts regular audit of the internal control systems and reports to the Audit Committee of the Board of Directors, which periodically reviews the performance and adequacy of internal control systems and tracks compliance status of Audit observations.

Recognition and Reward

Your Directors are glad to inform that Super - B unit of the company has received "Silver" Award - 2010 from "Innovative Quality Circle" in International level competition from "International Convention On Quality Concepts".

Foreign Exchange earnings

Total Foreign exchange earned and used:

Earned : Rs. 8946 Lakhs Used : Rs. 1330 Lakhs Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2011.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. As regards, information pursuant to Section 217(2A) of the Companies Act, 1956, there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors have taken necessary steps to ensure that :

i. All applicable accounting standards have been followed in the preparation of annual accounts.

ii. All the necessary accounting policies have been adhered to and all necessary adjustments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit of the company for the period.

iii Proper and significant 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 the preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

For and on behalf of the Board Vidyaprakash D Chairman

Coimbatore 26th May, 2011

 
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