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Directors Report of SV Global Mill Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 9th Annual Report and the audited accounts for the financial year ended March 31, 2016.

1. Financial Highlights.

Particulars

Rs in Crores.

FY 2015 - ''16.

FY 2014 - ''15.

Profit before Depreciation & Tax

15.24

143.61

Less: Depreciation

0.08

0.24

Profit before Tax

15.16

143.37

Less: Tax

0.87

0.15

Profit after Tax

14.29

143.22

2. Dividend

In order to conserve the funds for future operations, no dividend is being proposed for the FY.201 5-''1 6.

3. Reserves

The Board had proposed to carry Rs14.29 Crores to reserves during the year.

4. Brief description of the Company''s working during the year/State of affairs

The Company operates in one segment i.e., Real Estate business. No business operations were carried out during the FY 2015-''16. However, the Company is exploring various avenues to commence operations in the real estate segment. The Company is also proposing to acquire a Non-Banking Finance Company (Non-Deposit) undertaking to do business through a wholly owned subsidiary and the necessary RBI''s prior approval has been granted to the acquire company for the proposed acquisition by the Company.

5. Change in the nature of business, if any

NIL

6. -Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Company redeemed 39,200 9.75% Cumulative Preference Shares of Rs.5/- aggregating to Rs. 1,96,000/- along with arrear of dividend amounting to Rs. 1,91,100/- on 30.06.2016 in favor of M/s. The Thirumagal Mills Limited.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

Nil

8. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has in place an adequate system of internal controls, with documented procedures covering all corporate functions. The Company has engaged the services of M/s. Kalyanasundaram& Associates, Chartered Accountants to carry out the Internal Audit. At all levels of the Company, necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. The Audit Committee had considered the systems as laid down and satisfied itself of the adequacy and effectiveness of the internal financial control system.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Managing Director of the Company. The scope and authority of the Internal Audit function is defined in the Audit Committee Charter. The Internal Auditor of the Company conducts Audit to ensure that necessary controls are in place. The Audit Committee reviews these controls periodically. Based on the report of internal audit function, corrective actions in the respective areas are taken to further strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board periodically.

9. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has framed a Risk Management Policy. In the opinion of the Board there appears to be no element of risk which may threaten the existence of the Company.

10. Details of Subsidiary/Joint Ventures/Associate Companies including performance and financial positions of each of the subsidiaries.

The Company does not have any Subsidiary, Joint Venture or Associate Company and therefore performance and financial position of each of the subsidiaries does not arise.

11. Public Deposits

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 for the year ended 31st March 2016.

12. Statutory Auditors.

At the 8th AGM held on 23.09.2015, the shareholders approved the appointment of M/s. P.B. Vijayaraghavan and Co., Chartered Accountants,(Firm Regn. No:004721S) as the Statutory Auditors of the Company (to fill the casual vacancy caused by the resignation of M/s. M. Kuppuswamy PSG & Co., LLP, Chartered Accountants, Vellore) to conduct the Statutory Audit for the period ended 31st March 2016 and who shall hold office from the conclusion of 8th AGM until the conclusion of 9th AGM.

It is proposed by the Board that pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, M/s. P.B. Vijayaraghavan and Co., Chartered Accountants, (Firm Regn. No:004721S) be appointed as the Statutory Auditors of the Company to hold their office for a term of three successive financial years commencing from FY 2016-''17 to 2018-'' 19 subject to ratification at every AGM by the shareholders of the Company and fix their remuneration.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company for the Financial Year 2016-''17.

13. Auditors'' Report

The Statutory Auditors'' Report for the Financial Year 2015-''16 does not contain any qualification, reservation or adverse remarks and the same is attached with the annual financial statements.

14. Share Capital

a) Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights during the year under review.

b) Issue of Sweat Equity Shares.

The Company has not issued any Sweat Equity Shares during the year under review.

c) Issue of Employee Stock Options.

The Company has not provided any Stock Option Scheme to its employees.

d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has not bought back any of its securities during the year under review.

15. Extract of Annual Return

The extract of Annual Return in Form No MGT - 9 in terms of Section 134(3) (a) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 is annexed herewith as Annexure "E" and forms part of the Board''s Report.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo. The provisions of Section 134(m) of the Companies Act, 2013 are not applicable. There was no foreign exchange inflow or Outflow during the year under review.

17. Corporate Social Responsibility (CSR)

Your Company has a deep sense for caring the needy, improve the quality of life of the communities it serves. Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Composition of the CSR Committee, Web-link to the CSR Policy and the annual report on Corporate Social Responsibility (CSR) activities is annexed herewith as Annexure "A".

18. Directors

Pursuant to Section 152 of the Companies Act, 2013, Ms.S.Valli, Director is liable to retire by rotation at the ensuing Annual General Meeting and she has offered herself for re-appointment. Except Ms.S.Valli, Mr.M.Ethiraj & Mr.E.Shanmugam none of the Directors and Key Managerial Personal of the Company and their relatives are concerned or interested, financial or otherwise in the re-appointment of Ms.S.Valli. The Board commends the re-appointment of Ms.S.Valli.

19. Committees of the Board, its constitution and details of Board Meetings and other Committees of the Board held during FY 2015-''16.

Brief details are provided in the Corporate Governance Report as annexed.

20. Changes in Directors and Key Managerial Personnel

During the year there was no change in the constitution of the Board. Mr. Govind M Joshi was appointed as Company Secretary in the place of Mr. S.S.Arunachalam who resigned as the Company Secretary of the Company.

21. Declaration by Independent Director(s) and re-appointment, if any.

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

22. Annual Performance Evaluation

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of the Chairman, Managing Director, other Directors, Committees, Key Managerial Personnel and Senior Executives have been evaluated considering various evaluation aspects.

23. Policy on Vigil Mechanism

In accordance with regulation 22 of SEBI(LODR) Regulations, 2015 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviors, actual or suspected fraud, or violation of the Company''s Code of conduct or ethics policy.

The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Company''s code of conduct.

The policy is disclosed on the Company''s web-site www.svgml.com .

24. Policies

In pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)Regulations,

2015, the following policies have been framed and has been disclosed on the Company''s website www.svgml.com

1. Related Party Transaction Policy.

2. CSR Policy.

3. Whistle Blower Policy consisting of Vigil Mechanism.

4. Policy on determination of Materiality of Events or Information.

5. Code of Ethics and Business Principles applicable to Directors and Senior Management

6. Familiarization Programmed for Independent Directors.

7. Code of Conduct for Prohibition of Insider Trading.

8. Performance Evaluation Policy.

25. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014.

26. Particulars of contracts or arrangements with related parties:

Refer Annexure "B" (Form AOC-2) as annexed, which forms part of this Report.

27. Comparative Analysis of Remuneration paid to the Directors and Employees:

(i)

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

:

No remuneration was paid to Directors except sitting fee to non-executive Directors to attend the Board Meetings. Managing Director is paid remuneration of Rs. 48,000/- per annum. Accordingly the ratio is 0.41 : 1

(ii)

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Others not applicable

:

Company Secretary : 18%

(iii)

The percentage increase in the median remuneration of employees in the financial year;

:

15%

(iv)

The number of permanent employees on the rolls of company

:

19

(v)

The explanation on the relationship between average increase in remuneration and company performance

:

Not applicable, since the Company''s performance is not measurable

(vi)

Comparison of remuneration of the Key Managerial Personnel against the performance of the Company.

:

As above

(vii)

Variations in the market Capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase (or) decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the

:

Financial Year 2015-''16 2014-''15 Market Capitalization 2723 M 3232 M Price Earnings Ratio 19.06 2.40

variations in the net worth of the company as at the close of the current financial year and previous financial year;

:

As above

(viii)

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstance for increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

:

Average percentile increase in salaries of non managerial Employees - 3.00% Average percentile increase in salaries of Managerial Employees - Nil

(ix)

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

:

Refer clause (v)

(x)

The key parameters for any variable component of remuneration availed by the Directors

:

N.A

(xi)

The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

:

N.A

(xii)

Affirmation that the remunerations as per the remuneration policy of the company

:

YES

28. Secretarial Audit Report

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment And Remuneration of Managerial Personnel )Rules, 2014 the Secretarial Audit Report for FY 2015-''16 issued by a Company Secretary in practice is annexed herewith as Annexure "D". The Secretarial Audit report does not contain any qualification, reservation or other remarks.

29. Report on Corporate Governance

The Company has been practicing the principles of good governance and lays strong emphasis on transparency, accountability and integrity.

A separate section ''Report on Corporate Governance'' as per Annexure "C" and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as annexed shall form part of this Annual Report.

The Managing Director and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the SEBI (LODR) Regulations, 2015 pertaining to MD / CFO Certification for the financial year ended 31s March, 2016.

30. Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016; the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

(c) That 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) That Directors had prepared the annual accounts on a going concern basis; and

(e) That Directors, had laid down policies and procedures adopted by the Company for internal financial controls for ensuring orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and that such internal financial controls are adequate and were operating effectively.

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

31. Acknowledgement

The Board of Directors of the Company wishes to express their deep sense of appreciation and offer their sincere thanks to all the Shareholders of the Company for their unstinted support to the Company.

The Board would also like to place on record their deep sense of gratitude to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. In the end, the Board would like to place on record their deep sense of appreciation to all the executives, officers, employees, staff members, and workers.

By Order of the Board

Place: Chennai M.ETHIRAJ E.SHANMUGAM

Date: 18.08.2016 Chairman Managing Director

DIN 00041996 DINS 00041968


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 8thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

Rs. in Crores

2014-15 2013-14

Profit before Depreciation & Tax 143.61 (0.80)

Depreciation 0.24 (0.06)

Profit before tax 143.37 (0.86)

Profit after tax 143.22 (0.86)

2. Dividend

The Board in order to conserve the funds for future operations does not recommend any dividend for this Financial Year.

3. Reserves

The Board had proposed to carry Rs.134.47Crs to Reserves during the year.

4. Brief description of the Company's working during the year/State of affairs The Company operates in one segment ie., Real Estate business only.

5. Change in the nature of business, if any

NIL

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The Company redeemed 2,39,02,516 9% Cumulative Preference shares along with dividend due and payable on May 12, 2015 Respective tax on Dividend was also paid during this period.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

NIL

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is determined by the Audit committee. The Internal Audit function reports to the Chairman of the Audit Committee of the Board, who is an independent director to maintain its objectivity and independence.

The Company has engaged the services of an independent Chartered Accountants firm, M/s. Kalayana Sundaram & Associates to carry out the internal audit and ensure that recording and reporting are adequate and proper, the internal controls exist in the system and that sufficient measures are taken to update the internal control system, exercises for safeguarding assets and protection against unauthorized use are undertaken from time to time.

The system also seeks to ensure that transactions are appropriately authorised, recorded, reported in financial statements and exceptions identified and are reported. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company from time to time. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee

9. Risk management

Audit Committee and the Board reviews the risk assessment and minimization procedures on regular intervals during its respective meetings. Accordingly the Management is getting advice of the Audit Committee and the Board Members on mitigating the risk involved in the business.

10. Details of Subsidiary/Joint Ventures/Associate Companies

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

11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Not applicable as there are no subsidiary, associates and joint venture companies.

12. Deposits

The Company has not accepted Deposits.

13. Statutory Auditors

M/s. M. Kuppuswamy PSG & Co., LLP, (Firm Regn. No.001616S) Chartered Accountants, Vellore retire at the conclusion of this Annual General Meeting. However they have expressed that due to their health reason they are not in a position to continue the audit from the conclusion of this Annual General Meeting onwards.

Accordingly, on the recommendation of the Audit Committee, the Board at its meeting held on July 13, 2015 appointed M/s. P.B. Vijayaraghavan & Co, Chartered Accountants (Firm Regn. No:004721S) subject to the approval of the shareholders. The Board had commended the appointment of M/s. P. B. Vijayaraghavan& Co., to the Shareholders to carry on audit from the conclusion of this Annual General Meeting for FY 2015-16.

14. Auditors' Report

There are no observation made in the Auditors' Report read together with relevant notes thereon, are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

15. Share Capital

A) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

The Company has not provided any Stock Option Scheme to the employees.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has not bought back any of its securities during the year under review.

16. Extract of the annual return

The extract of the annual return in Form No. MGT-9 shall form part of the Board's report (Annexure - E)

17. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The provisions of Section 134(m) of the Companies Act, 2013 are not applicable. There was no foreign exchange inflow or Outflow during the year under review.

18. Corporate Social Responsibility (CSR)

Your company has traditional trait of caring the needy, "to improve the quality of life of the communities it serve through long term value creation for all stakeholders", which is in alignment with the Company's core purpose.

Section 135 of the Companies Act, 2013 is applicable during the current financial year. Accordingly, the Board at its meeting held on July 13, 2015 appointed CSR Committee of the Board with the following members.

Mr.M. Ethiraj - Non-Executive, Non-Independent Chairman Mr. E. Shanmugam - Executive, Non-independent - Member Mr.P.S. Pandyan (IAS Retd.) - Member Dr. K. Shivaram Selvakkumar - Member

The annual report as required by the Act, on CSR activities is annexed herewith as Annexure A

19. Directors:

Since Independent/Additional/Managing Directors' are not liable to retire by rotation, Mr. M. Ethiraj, Chairman will be liable to retire by rotation and being eligible offer himself for reappointment.

Ms. S. Valli (DIN 00468218), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 04.03.2015, in terms of Section 161(1) of the Companies Act, 2013 and Article 98 of the Articles of Association of the Company and whose term of office expires at the Annual General Meeting be and is hereby appointed as a Director of the Company whose period of office shall be liable to determination by retirement of directors by rotation."

A) Changes in Directors and Key Managerial Personnel

During the year your Company has appointed

Mrs. S. Valli, Women Director Mr.S.S. Arunachalam, Company Secretary Mr.V. Krishnan, Chief Financial Officer

During the year the following persons have resigned

Mr.K.Venkatesan, Company Secretary Mr.R.Sugumaran, Company Secretary

B) Declaration by an Independent Director(s) and re- appointment, if any

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

C) Formal Annual Evaluation of the Board

Company conducts its operations under the directions of Board of Directors within the framework laid down by various statutes, more particularly by the Companies Act, 2013, the Articles of Association, Listing Agreement with stock exchanges and Code of Conduct and policies formulated by the Company for its internal execution.

The Company's Board of Directors is dedicated to act in good faith; exercise their judgment on an informed basis, in the best interest of the company and its stakeholders.

Accordingly, Board's evaluation policy was adopted by the Board of your Company. The present policy for performance evaluation is being put into place in accordance with the requirements of section 178 of the Companies Act, 2013 which provides for the a policy to be formulated and recommended to the Board, setting the criteria, based on which the performance of each and every director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company. Such an evaluation procedure will provide a fine system of checks and balances on the performance of the directors and will ensure that they exercise their powers in a rational manner.

Following are some of the criteria which was used for evaluation the performance of the Members of the Board & its Committees

BOARD OF DIRECTORS

Some of the specific issues and questions that should be considered in a performance evaluation of the

entire Board by Independent Directors are set out below:

Assessment Criteria

1 The Board of Directors of the company is effective in decision making.

2 The Board of Directors is effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.

3 The Company's systems of control are effective for identifying material risks and reporting material violations of policies and law.

4 The Board reviews the organization's performance in carrying out the stated mission on a regular basis.

5 The Board of Directors is effective in providing necessary advice and suggestions to the company's management.

6 Is the board as a whole up to date with latest developments in the regulatory environment and the market

7 The information provided to directors prior to Board meetings meets your expectations in terms of length and level of detail.

8 Board meetings are conducted in a manner that encourages open communication, meaningful participation, and timely resolution of issues.

9 The Board Chairman effectively and appropriately leads and facilitates the Board meetings and the policy and governance work of the board.

10 The Board appropriately considers internal audit reports, management's responses, and steps towards improvement.

11 The Board oversees the role of the independent auditor from selection to termination and has an effective process to evaluate the independent auditor's qualifications and performance.

12 The board considers the independent audit plan and provides recommendations.

COMMITTEES OF BOARD

The Board has constituted the following committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee; and

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee;

For evaluating the performance of each committee, the Board of Directors shall pay regards to the following aspects as set out in the annexure below:

S. Assessment Criteria of various Committees No

1 Committee meetings are conducted in a manner that encourages open communication, meaningful participation and timely resolution of issues

2 Timely inputs on the minutes of the meetings

KEY MANAGERIAL PERSONNEL AND SENIOR EXECUTIVES

For evaluating the performance of Key Managerial Personnel and other Senior Executives, the Board of Directors shall pay regards to the following aspects as set out below:

S. Assessment Criteria No.

1 Abidance and behavior in accordance with ethical standards & code of conduct of Company

2 Interpersonal and communication skills

3 Compliance with policies of the Company, ethics, code of conduct, etc.

4 Safeguarding interest of whistle-blowers under vigil mechanism

5 Team work attributes

6 Safeguard of confidential information

20. Number of meetings of the Board of Directors:

a. Board Meetings: 7

28/05/2014, 04/08/2014, 29/09/2014, 10/11/2014, 07/01/2015, 30/01/2015&04/03/2015

b. Audit Committee Meetings : 4

28/05/2014, 04/08/2014, 10/11/2014 &30/01/2015,

c. Nomination and Remuneration Committee :3 29/09/2014, 07/01/2015&04/03/2015

d. Stake Holders Relationship Committee Meeting : 34

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. Audit Committee

The Company is covered by section 177 of the Companies Act 2013 and Nomination and Remuneration Committee has been constituted consisting of four directors with two independent directors.

Mr.R. Narayanan, Chairman Mr.E. Shanmugam, Member Mr.Y Satyajit Prasad, Member Dr.K. Shivaram Selvakkumar, Member [appointed during the year]

The above composition of the Audit Committee consists of independent Directors viz., Mr. Y. Satyajit Prasad and Dr.K. Shivaram Selvakkumar who form the majority.

22. Details of establishment of vigil mechanism for directors and employees

The Company has established a vigil mechanism and oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

23. Nomination and Remuneration Committee

The Company is covered by section 178(1) of the Companies Act 2013 and Nomination and Remuneration Committee has been constituted consisting of three directors with one independent director. The Committee is in the process of framing the Company's policy on directors' appointment and remuneration including criteria for determining for qualifications, positive attributes, independence of a director, and senior management and their remuneration.

24. Particulars of loans, guarantees or investments under section 186

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 read with rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014.

25. Particulars of contracts or arrangements with related parties:

As per Annexure B which is forming part of this Report.

26. Managerial Remuneration:

5(1) (i) The ratio of the remuneration of : No remuneration was paid to each Director to the median Directors except sitting fee to remuneration of the employees of non-executiveDirectors to the Company for the financial attend the Board Meeting year; Managing Director is paid a remuneration of Rs. 48,000/- p.a.Accordingly the ratio is 0.41 : 1

(ii)The percentage increase in : Company Secretary : 18% remuneration of each Director, Others not applicable Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

(iii) The percentage increase : 15% in the median remuneration of employees in the financial year;

(iv) The number of permanent : 19 (of which 10 were Employed for employees on the rolls of part of the year) company

(v) The explanation on the : Not applicable since the Company's relationship between average performance is not measurable increase in remuneration and company performance

(vi) Comparison of remuneration As above of the key managerial personnel against the performance of the Company

(vii)Variations in the market capitalisation of the company, price earnings ratio as at the Market Capitalisation closing date of the current Price earning ratio financial year and previous financial year and percentage increase (or) 2015 2014 decrease in the market quotations of the shares of the Company in 3232M 1312M comparison to the rate at which the 2.40 Nagative company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel : Average percentile in the last financial year and its increase in salaries of comparison with the percentile increase non managerial Employees in the managerial remuneration and - 2.98% justification thereof and point out if there are any exceptional circumstance for increase in the managerial : Average percentile increase remuneration and justification thereof in salaries of Managerial and point out if there are any Employees - Nil exceptional circumstances for increase in the managerial remuneration;

(ix) Comparison of the each remuneration : refer clause (v) of the Key Managerial Personnel against the performance of the company

(x) The key parameters for any variable : N.A component of remuneration availed by the Directors

(xi) The ratio of remuneration of the : N.A highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year and

(xii) Affirmation that the remuneration : Yes is as per the remuneration policy of the company

27. Secretarial Audit Report

The Company appointed M/s R. Kannan & Associates, Practicing Company Secretary Firm, to conduct Secretarial audit pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to undertake the Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit report is annexed herewith as Annexure D.

28. Corporate Governance Certificate

The report on Corporate Governance forms part of an integral part of this Report. The requisite certificates from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

29. Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

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

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

(e) the directors, had laid down policies and procedures adopted by the Company for internal financial controls for ensuring orderly and efficient conduct of its business including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounts records and the timely preparation of reliable financial information and that such internal financial controls are adequate and were operating effectively.

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

30. Acknowledgements

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka and place on record their appreciation and gratitude to them. The Directors also thank the shareholders and employees for their continued cooperation.

By Order of the Board

Regd. Office 13thJuly 2015 M. ETHIRAJ E. SHANMUGAM Chairman Managing Director


Mar 31, 2014

Dear members,

The Directors present the Seventh Annual Report and Audited Accounts of the Company for the financial year ended 31st March 2014.

Financial Results

2013-2014 2012-2013 Rs. Rs.

Loss before Depreciation & Tax 80,37,429 27,47,092

Depreciation 5,72,358 6,67,336

Loss for the year 86,09,787 34,14,428

OPERATIONS

The management is hopeful that with the reconstitution of the Board the company would focus on progress of business of property development projects during the current year.

DIRECTORS

Sri. M.Ethiraj, & Sri. S. Natarajan, Directors, retire by rotation and being eligible offer themselves for reappointment. Statutory Requirements

Energy conservation, technology absorption and foreign exchange earnings and outgo

As per the requirements of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable.

Statement of Employees particulars

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section.

Directors'' Responsibility Statement

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

i. that in the preparation of annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31st March, 2014 and of the profit or loss of the Company for the said period under review.

iii. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the financial year ended 31st March 2014 on a "going concern" basis.

CORPORATE GOVERNANCE

The report on Corporate Governance forms part of Annexure to Directors'' report.

Secretarial Audit

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a Practicing Company Secretary. Further Mr. R. Kannan, Practising Company Secretary is appointed as Secretarial Auditor for the year 2014 - 2015.

Auditors

M/s. M. Kuppuswamy PSG & Co., LLP (Firm Registration No: 001616S) Chartered Accountants, Vellore, retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders and employees for their continued cooperation.

By Order of the Board

Regd. Office 106, Armenian Street, Chennai - 600 001 4th August, 2014 M.ETHIRAJ E. SHANMUGAM Chairman Managing Director


Mar 31, 2013

The Directors present the Sixth Annual Report and Audited Accounts of the Company for the financial year ended 31s'' March 2013.

Financial Results

2012- 2013 2011 -2012 Rs. Rs.

Loss before Depreciation & Tax 27,47,092 16,17,296

Depreciation 6,67,336 7,81,806

Loss for the year 34,14,428 23,99,102

OPERATIONS

Pursuant to the sanction of the Scheme of Demerger, the Properties undertaking of Binny Limited was transferred to and vested in the Company, with effect from 1st January 2010, being the appointed date in terms of the Scheme. However, owing to the delay in obtaining the relaxation of Rule 19(2) (b) of the Securities contracts (Regulation) Rules, 1957, completion of the process of listing of shares of the company and subsequent inter se transfer of shares amongst the promoters group and reconstitution of the board of directors in terms of the scheme were also delayed. As a result the Company could not launch any projects of its primary object of property development.

On March 20, 2013, Securities and Exchange Board of India has approved relaxation of Rule 19 (2) (b) for the shares of S V Global Mill Limited. The Bombay Stock Exchange Ltd has subsequently approved the listing and trading of the equity shares of the Company effective from May 28,2013. In terms of the Demerger scheme, the promoters are arranging the interse transfer of shares through the Bombay Stock Exchange Ltd.

The management is hopeful that with the reconstitution of the Board after interse transfer of shares, the company would focus on progress of business of property development projects, during the current year.

DIRECTORS

Sri. R. Narayanan and Sri. Justice S. Jagadeesan, Directors, retire by rotation at this Annual General Meeting and being eligible offers themselves for reappointment.

Statutory Requirements

As per the requirements of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section.

Directors'' Responsibility Statement

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

I. that in the preparation of annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31s'' March, 2013 and of the profit or loss of the Company for the said period under review.

III. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors had prepared the accounts for the financial year ended 31s1 March 2013 on a "going concern" basis.

CORPORATE GOVERNANCE

The report on Corporate Governance forms part of Annexure to Directors'' report.

Secretarial Audit

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

Auditors

Messrs. M. Kuppuswamy PSG & Co., (Firm Registration No. 001616S) Chartered Accountants, Vellore, are appointed as Statutory Auditors of the company, in the place of the retiring auditors, Messrs. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 not seeking reappointment. The Directors recommend their appointment.

Energy conservation, technology absorption and foreign exchange earnings and outgo

There are no particulars to be furnished for the year as required under 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988.

Statement of Employees particulars

There is no employee, particulars of whom are to be furnished under Section 217 (2A) of the Companies act, 1956.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders and employees for their continued cooperation.

Registered Office: BY ORDER OF THE BOARD

106, Armenian Street

Chennai 600 001 M. Ethiraj

31st August 2013 Chairman


Mar 31, 2012

The Directors present the Fifth Annual Report and Audited Accounts of the Company for the financial year ended 31st March 2012.

Financial Results

Rs.

2011-2012 2010-2011

Loss before Depreciation & Tax 16,17,296 9,44,029

Depreciation 7,81,806 9,20,101

Loss for the year 23,99,102 18,64,130

Audit Committee

The Board of Directors, at their meeting held on 2nd June 2010 constituted the Audit Committee under section 292A of the Companies Act, 1956 and pursuant to Article 123 of the Articles of Association of the company. The Audit Committee constituted is as follows:

Mr. R. Narayanan - Chairman

Mr. E. Shanmugam - Member

Mr. Justice S. Jagadeesan - Member

The Audit Committee shall have such powers, duties and, responsibilities and shall function in such manner as provided in Section 292A of the Companies Act, 1956 and in any listing agreement entered into by the company with the stock exchanges.

Share Transfer & Investors'' Grievance Committee

The Committee consists of 3 directors (of which one is an independent non-executive director) viz., Mr. M. EthurajanrMr. R. Narayanan and Mr. E. Shanmugam. This committee would continue to look after and approve the share transfer, transmission, issue of duplicate share certificate etc'' Further all the investors'' / shareholders'' grievances and the action taken by the Company to the satisfaction of the shareholders are brought to the attention of the Committee. The Committee had twenty meetings during the year ended 31.3.2012 on 15:04.11, 30.04.11,16.05.11, 30.05.11, 15.0&11, 29.06.11,15.07.11,01.08.11,17.08.11, 31.08.11/07.10.11, 31.10.11,25.11.11,15.12.11, 30.12.11, 18.01.12, 30.01.12, 15.02.12, 29.02.12 and 15.03.12. .

Listing of the Equity Shares of the Company on Stock Exchanges

The Share certificates to the equity shareholders were allotted and issued by the company on 2nd June 2010. The company has complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule 19(2) (b) qf the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and all the clarifications sought for by SEBI relating to the terms of the Scheme were submitted by the Company, and is following it up with SEBI. Upon obtaining the approval of SEBI for relaxation of Rule 19(2) (b), trading in equity shares of the company could be permitted and until, then the shares credited to the respective shareholders demat account is kept frozen. .

Dematerialisation of Shares and Liquidity

For Dematerialisation of Equity Sbares, the company has entered into a. Tnpasiite /- yreer, ient along with M/s. Cameo Corporate Services Limited (the Registrar and Share Transfer Agent) with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for admitting the equity shares of the company in their depository system, and the equity shares have been allotted the1 International Securities Identification Number (ISIN): INE159L01013. ,

However, the Depositories have suspended and marked frozen the ISIN, from the date" of its credit in their system, for all debits in the Depositories, pursuant to the Madras High Court Order regarding issue of shares pursuant to the Scheme. Hence, only credits pertaining to the ISIN will be allowed. The debit in the system will be activated on the ''receipt of notice from the Stock Exchanges, where the shares of the company are listed, for commencement of trading and for reactivation of the ISIN.

Registrar and Share Transfer Agent

M/s Cameo Corporate Services Limited, Chennai, is Registrar and Transfer Agent for the company providing connectivity with the NSDL / CDSL for demat services. They also undertake share transfer in physical format and-ottjer related services. The share transfer and other requests are processed within 15 days from the date of receipt provided the documents are complete in all respects.

Members are requested to send all their communications and documents pertafning to both shares in physical form and dematerialised form to the Registrar at the following address:

M/s CAMEO CORPORATE SERVICES LIMITED . Contact person:

UNIT: S V GLOBAL MILL Mr. R D Ramaswamy

5th Floor, Subramanian Building - , Designation: Director

#1, Club House Road, Mr. D Narasimhan

Chennai 600 002 Designation: Senior Executive (Shares)

Phone : 044-28460390 (5 Lines); Fax : 044-28460129

E-mail : invertor@cameoindia.com :

Statutory Requirements

As per the requirements of section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975 are not applicable as none of the employees is coming under the purview of this section.

Directors'' Responsibility Statement

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

i. that in the preparation of annual accounts for the financial year ended 31st March, 2012 the applicable-accounting standards have been followed along with proper explanation relating to material departures. '' - * ,

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were, 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 31st March, 2012 and of the''profit or loss of the Company for the said period under'' review. * -

iii. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. .that the Directors had prepared the accounts for the financial year ended 31st March 2012 on a "going concern" basis.

Auditors

M/s. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.''

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of . India, Government of Tamil Nadu and Government of Karnataka, and place on record their

appreciation and gratitude to them. The Directors also thank the shareholders and employees for , their continued cooperation.

By Order of the Board

Chennai

1st September 2012 M. ETHURAJAN

Chairman


Mar 31, 2011

The Directors present the Fourth Annual Report and Audited Accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL RESULTS

Rs.

2010-2011 2009-2010

Loss before Depreciation & Tax 9,44,029 4,37,345

Depreciation 9,20,101 2,39,059

Loss for the year 18,64,130 6,76,404

Audit Committee

The Board of Directors, at their meeting held on 2nd June 2010 constituted the Audit Committee under section 292A of the Companies Act, 1956 and pursuant to Article 123 of the Articles of Association of the company. The Audit Committee constituted is as follows:

Mr. R. Narayanan - Chairman

Mr. M.E. Shanmugam; and Mr. Justice S. Jagadeesan

The Audit Committee shall have such powers, duties and responsibilities and shall function in such manner as provided in Section 292A of the Companies Act, 1956 and in any listing agreement entered into by the company with the stock exchanges. Share Transfer & Investors'' Grievance Committee

The Board of Directors, at their meeting held on 2nd June 2010 constituted the Share Transfer & Investors'' Grievance Committee pursuant to Article 123 of the Articles of Association of the company. The Share Transfer & Investors'' Grievance Committee constituted is as follows:

Mr. M. Ethurajan - Chairman

Mr. R. Narayanan and

Mr. M.E. Shanmugam The Share Transfer & Investors'' Grievance Committee will expedite the process of share transfers and for this purpose the Board of directors has delegated the powers of registration of share transfers to the Committee with the direction that any major share transfers approved by the Committee shall be placed before the Board for its consideration.

The Share Transfer & Investors'' Grievance Committee also will specifically look into the redressal of Shareholder / Investors complaints like delay in registering share transfers, non-receipt of Balance Sheet, non-receipt of declared dividends, undue delays in allowing demat requests and such other complaints.

Listing of the Equity Shares of the Company on Stock Exchanges

The Share certificates to the equity shareholders were allotted and issued by the company on 2nd June 2010. The company has complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and the company is following it up with SEBI. Upon obtaining the approval of SEBI for relaxation of Rule 19(2)(b), trading in equity shares of the company could be permitted and until then the shares credited to the respective shareholders demat account is kept frozen.

Dematerialisation of Shares and Liquidity

For Dematerialisation of Equity Shares, the company has entered into a Tripartite Agreement along with M/s. Cameo Corporate Services Limited (the Registrar and Share Transfer Agent) with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for admitting the equity shares of the company in their depository system, and the equity shares have been allotted the International Securities Identification Number (ISIN): INE159L01013.

However, the Depositories have suspended and marked frozen the ISIN, from the date of its credit in their system, for all debits in the Depositories, pursuant to the Madras High Court Order regarding issue of shares pursuant to the Scheme. Hence, only credits pertaining to the ISIN will be allowed. The debits in the system will be activated on the receipt of notice from the Stock Exchanges, where the shares of the company are listed, for commencement of trading and for reactivation of the ISIN.

Statutory Requirements

As per the requirements of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section.

Directors'' Responsibility Statement

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

i. that in the preparation of annual accounts for the financial year ended 31s" March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31st March, 2011 and of the profit or loss of the Company for the said period under review.

iii. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the financial year ended 31st March 2011 on a "going concern" basis.

Auditors

M/s. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders and employees for their continued cooperation.

By Order of the Board

Chennai 26m August 2011 M.ETHURAJAN

Chairman


Mar 31, 2010

The Directors present the Third Annual Report and Audited Accounts of the Company for the financial year ended 31st March 2010.

FINANCIAL RESULTS

Rs. 2009-2010 2008-2009

Loss before Depreciation & Tax 4,37,345 8,618

Depreciation 2,39,059

Loss for the year 6,76,404 8,618



SCHEME OF ARRANGEMENT & DEMERGER

The Board of Directors of Binny Limited at the meeting held on 05.12.2009 approved the Scheme of Arrangement to demerge the Binny Limited''s properties undertaking''s assets and liabilities to S.V. Global Mill Limited and the Agencies and Services undertakings comprising all assets and liabilities demerged to Binny Mills Limited. Based on the valuation reports of the values and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V. Global Mill Limited and One equity share of Rs. 10/- each fully paid up of Binny Mills Limited as on the record date, in consideration of the demerger.

Binny Limited convened Extra-ordinary General Meeting of the equity shareholders of the company on 10th March 2010 for approving the Scheme of Arrangement as per the Hon''ble High Court of Madras, Order dated 1st February, 2010. Subsequent upon shareholders'' approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with the Hon''ble High Court of Madras. The Hon''ble High Court of Madras vide its Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under Sec. 391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mill Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has become the "effective date" and 1st January 2010 the "Appointed Date".

28th May 2010 was fixed as the record date for the purpose of allotment of shares to the shareholders of the Company, in the two resulting companies, viz., S.V. Global Mill Limited and Binny Mills Limited were allotted shares in terms of the Scheme, in the ratio of:

1. In S.V. Global Mill Limited (Resulting Company I):

a. 7 (Seven) equity shares of face value of Rs.5/- each credited as fully paid up for every 7 (Seven) equity shares of s.5/- each fully paid-up

b. 1 (One) 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every 30 (Thirty) 9.75% Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up

c. 138 (One Hundred and Thirty Eight) 9% Cumulative Redeemable Preference share of face value of Rs.5/- each credited as fully paid up for every 3,125 (Three Thousand One Hundred and Twenty Five) 9% Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.

2. In Binny Mills Limited (Resulting Company II):

a. 1 (One) equity share of face value of Rs.10/- each credite d as fully paid up for every 7 (Seven) equity shares of Rs.5/- each fully paid-up

b. 15 (Fifteen) 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every Thirty 9.75% Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up

c. 1,631 (One Thousand Six Hundred and Thirty One) 9% Cumulative Redeemable Preference share of face value of Rs.5/- each credited as fully paid up for every 3,125 (Three Thousand one Hundred Twenty Five only) 9% Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010.

Formalities in respect of Increase in authorized share capital and issue of preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010.

Accounting entries in respect of transfer of assets and liabilities from Binny Limited to the respective resulting companies were made with effect from 1.1.2010 being the Appointed date and the excess of the value of assets over the value of liabilities transferred pursuant to the Scheme of Arrangement amounting to Rs. 1445.17 lakhs have been credited to "Capital Reserve Account".

DIRECTORS

At the meeting of Board of Directors held on 26th April 2010, Mr. Justice S. Jagadeesan, has been co-opted as an additional Director of the Company to hold office upto the date of the ensuing Annual General Meeting and being eligible for reappointment.

At the meeting of Board of Directors held on 29th April 2010, Mr. S. Natarajan & Mr. Y. Satyajit Prasad have been co-opted as additional Directors of the Company to hold office upto the date of the ensuing Annual General Meeting and being eligible for reappointment.

Mr. M. Ethurajan and Mr. R Narayanan retire by rotation and offer themselves for reappointment.

Statutory Requirements

As per the requirements of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. that in the preparation of annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31st March, 2010 and of the profit or loss of the Company for the said period under review.

iii. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the financial year ended 31$'' March 2010 on a "going concern" basis.

OTHER DETAILS

National Securities & Depository Limited and Central Depository Services (India) Limited have permitted our securities for connectivity in their depository vide ISIN No: INE159L01013.

The company had complied with the formalities for listing of equity shares of the company with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and being processed.

AUDITORS

M/s. T. Selvaraj & Co., Chartered Accountants, Chennai 600 084 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders and employees for their continued cooperation.

By Order of the Board

Chennai

25th August 2010 M. ETHURAJAN

Chairman

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