Mar 31, 2015
Dear Members,
Performance / Operations
The Directors have pleasure in presenting the 37th Annual Report of
the Company, together with financial statements, for the year ended
31st March, 2015.
Financial Results
2014 - 2015 2013 - 2014
Part'culars (Rs. Lakhs) (rs Lakhs)
Revenue from Operation 246.26 131.93
Profit / (Loss) before
depreciation and taxation (62.00) (142.12)
Depreciation 40.33 76.78
Profit / (Loss) Before Taxation (102.33) (218.90)
Net Profit / Loss) (102.33) (218.90)
Performance
During the year under review, your company achieved a sales turnover of
Rs.105.00 Lakhs compared to sales turnover of Rs.44.00 Lakhs achieved
in the previous year. The Company made cash loss of Rs.62.00 Lakhs for
the financial year as against cash loss of Rs.142.12 Lakhs in the
previous year. The Company has to keep the activities at low level in
order to reduce the loss.
Dividend
The Company incurred loss in the financial year. In view of this and
the accumulated loss, your directors are unable to recommend any
dividend for the year.
Prospects
Our Company is currently involved in trading activity and conversion of
yarn. Recently some of the existing buildings have been leased out to
generate income out of non operational assets. Your Company will
explore to optimize the operations to improve the revenue and profits.
Fund Raising
Equity - Nil
Debt
During the year, your Company has obtained Secured Loan to the tune of
Rs. 5.50 Crore from M/s ICICI Home Finance Company Limited. The Company
has repaid Rs. 266.76 Crore.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, No employees are
drawing remuneration in excess of the limits set out in the said Rules.
Corporate Governance
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement. All the
Directors have affirmed in writing their compliance with and adherence
to the Code of Conduct adopted by the Company.
The details of the Code of Conduct are furnished in the Corporate
Governance Report attached as Annexure-B to this Report. The Managing
Director has given a Certificate of compliance with the Code of
Conduct, which forms part of Annexure-B, as required under Clause 49 of
the Listing Agreement.
The Statutory Auditors of the Company have examined the requirements of
Corporate Governance with reference to Clause 49 of the Listing
Agreement and have certified the compliance, as required under Clause
49 of the Listing Agreement. The Certificate in this regard is attached
as Annexure-C to this Report.
The Managing Director / Chief Financial Officer (CEO/CFO) certification
as required under Clause 41 of the Listing Agreement is attached as
Annexure-D to this Report.
Directors and Key Managerial Personnel
The designation of Mr. R. Jagadeesan, has been changed from Chairman
Cum Managing Director to Managing Director w.e.f 11.03.2015.
During the year under review, Ms.Malathi Jagadeesan, Non-Executive
Director, retires by rotation at the forthcoming Annual General
Meeting, and being eligible offers herself for re-appointment.
Mr.Ashok P Shah and Mr. M. Pugazendhi have been reappointed as
Independent Directors for a term of five years from 11.03.2015 to
31.08.2019 on non-rotational basis.
The Reappointment of Mr.Ashok P Shah and Mr. M. Pugazendhi as
independent directors and change in designation of Mr. R. Jagadeesan
from Chairman cum Managing Director to Managing director have been
passed through postal ballot/e-voting w.e.f 11.03.2015.
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(7) of the
Companies Act, 2013 and that there is no change in their status of
Independence.
Mr.R. Jagadeesan, Managing Director is the "Key Managerial
Personnel" of the Company pursuant to Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Auditors
M/s. Sanakaran & Krishnan, Chartered Accountants (Firm Regn.
No.003582S) retire at the close of this Annual General Meeting and are
eligible for appointment. The Company has received confirmation from
M/s. Sanakaran & Krishnan, Chartered Accountants regarding their
consent and eligibility under Sections 139 and 141 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 for
appointment as the Auditors of the Company.
As required under Clause 41 of the Listing Agreement, the Auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
The Audit Committee and the Board of Directors have recommended the
appointment of the Auditors for the financial year 2015-16. The
necessary resolution is being placed before the shareholders for
approval.
Cost Auditor
Appointment of Cost Auditor is not applicable to our Company.
Compliance under Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, your Company complied with the
compliance requirements and the detail of compliances under Companies
Act, 2013 are enumerated below:
Extract of Annual Return
An extract of Annual Return in Form MGT-9 as on March 31,2015 is
attached as Annexure-G to this Report.
Board Meetings held during the year
During the year, 10 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is attached as Annexure-B to this Report.
DirectorsRs. Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a) in the preparation of the annual financial statements for the year
ended March 31,2015, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
b) for the financial year ended March 31, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss
of the Company for the year ended March 31, 2015.
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a going
concern basis.
e) that proper internal financial controls were followed by the Company
and that such internal financial controls are adequate and were
operating effectively.
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
Remuneration Policy of the Company
The Remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been provided in the Corporate Governance
Report which is attached as Annexure-B to this Report.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
Mr. K N Subramanian, Proprietor, M/s K N Subramanian & Co., Company
Secretaries in Practice, Coimbatore to conduct the Secretarial Audit of
the Company for the financial year ended March 31st, 2015. The
Secretarial Audit Report (in Form MR-3) is attached as Annexure-F to
this Report.
Particulars of loans, guarantees or investments under Section 186 of
the Companies Act, 2013
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
financial statements.
Related Party Transactions
There were no Transactions with related parties during the financial
year 2014-2015.
Corporate Social Responsibility - Not Applicable Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Independent Directors at their meeting without
the participation of the Non-independent Directors,
considered/evaluated the Boards' performance & Performance of the
Managing Director.
The criteria for performance evaluation have been detailed in the
Corporate Governance Report which is attached as Annexure-B to this
Report.
Vigil Mechanism/ Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted
on the website of the Company.
This Policy inter-alia provides a direct access to the Chairman of the
Audit Committee. Your Company hereby affirms that no Director/ employee
has been denied access to the Chairman of the Audit Committee and that
no complaints were received during the year.
Brief details about the policy are provided in the Corporate Governance
Report attached as Annexure-B to this Report.
Deposits
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
Significant and Material Orders Passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
Internal Control Systems and their Adequacy
Details of the same are provided in the Management Discussion and
Analysis Report attached as Annexure-E to this Report.
Research and Development, Conservation of Energy, Technology
Absorption, Foreign Ex- change Earnings and Outgo - Annexure A
Acknowledgement
The Directors wish to express their appreciation for the continued
co-operation of the Central and State Governments, bankers, financial
institutions, customers, dealers and suppliers and also the valuable
assistance and advice received from all the shareholders. The Directors
also wish to thank all the employees for their contribution, support
and continued co-operation throughout the year.
By Order of the Board of Directors
R. Jagadeesan Malathi Jagadeesan
Managing Director Director
DIN 01153985 DIN 00153952
Salem
15th July 2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 36th Annual Report
together with Audited Accounts for the year ended 31st March 2014
Financial Results
The financial results for the year under review are summarized below:
2013-14 2012-13
Rs. In ''000 Rs. In ''000
Turnover 43,76 3,10,75
Profit/(Loss) before depreciation and
taxation (142,12) (211,92)
Depreciation 76,78 82,94
Profit /(Loss) Before Taxation (218,90) (294,86)
Net Profit/(LOSS) (218,901) (294,86)
Performance
During the year under review, your company achieved a sales turnover of
Rs.44 lakhs compared to the sales turnover of Rs.311 lakhs achieved in
the previous year. This is due to severe recession in Textile Industry
during the whole year caused by changes in Government policies which
led to steep drop in yarn realization compared to increase in cotton
prices. In addition to non availability of required working capital,
which had been affecting production, the obsolete conditions of
machineries also contributed to low level of production. The frequent
power disruption and power cuts prevailed during the year badly
affected production and the high cost of generating power using diesel
gen-sets during the severe power cut period, ranging from ten to twelve
hours a day posed serious threat to production and performance. The
company made cash loss of Rs.142 lakhs for the financial year as
against the cash loss of Rs.212 lakhs in the previous year. The company
made net loss of Rs.219 lakhs for the financial year as against net
loss of Rs.295 lakhs for the previous year.The loss became inevitable
mainly because of abnormal increase in cost of raw materials and power
and low production caused by continuous recession in textile industry,
shortage of working capital and stiff competition in the market. The
company had to keep the activities at low level in order to reduce the
loss
Dividend
The Company incurred loss in the financial year. In view of this and
the accumulated loss, your directors are unable to recommend any
dividend for the year.
Prospects and Future Plans
The Textile Industry has been facing severe recession year after year,
for more than a decade now. There is steep increase in cost of raw
material and power, which are continuously increasing. The machineries
of the company are very old and obsolete and the company has no funds
to buy cost-efficient new machines to replace them. The cost of
production is high, the yield is low and the company had no adequate
working capital required. The operations result in loss due to low
selling prices and the cumulative effect of all the above factors. The
Government Policy is not conducive to existence and healthy growth of
Textile Industry and the prospects for Textile Industry are very bleak.
Your directors are therefore seriously thinking of moving towards
trading activity and conversion of yarn and also diversifying to new
lines of activities within the objects of the company for the time
being, till such time the recession continues in Textile industry. This
is essential for the present in order to arrest the loss, which the
company is incurring year after year, due to recession in Textile
Industry. Once the position of Textile Industry improves, the power
supply becomes normal and the company is able to mobilize the required
working capital and also funds required for purchasing new modern
cost-efficient machinery, the company will make cautious assessment of
the situation and consider re-commencing own production of yarn.
Deposits
Your company has not accepted any deposits during the Year.
Directors
There was no change in the Board of Directors during the financial
year.
In accordance with the provisions contained in the Articles of
Association, Mr. M.Pugazhendhi retires by rotation at the ensuing
Annual General Meeting and, being eligible, he offers himself for
re-appointment.
Directors'' Responsibility Statement
The Directors confirm that in the preparation of the Annual Accounts
for the year ended 31st March, 2014
(i) the applicable accounting standards had been followed and there
were no material departures,
(ii) the selected accounting policies were applied consistently and
judgments and estimates that are reasonable and prudent were made 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 the
year,
(iii) proper and sufficient care had 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, and
(iv) the annual accounts were prepared on a ''going-concern'' basis.
Corporate Governance
In terms of listing agreement with the Stock Exchange, Compliance
Report on Corporate Governance is given at Annexure-ll. A certificate
from Auditors of the Company regarding compliance of conditions of
Corporate Governance is also annexed to this Report.
Management Discussion and Analysis of the Operations
The management had a detailed discussion on the operational results for
the year ended 31st March 2014 and analyzed the factors that affected
production, sales and profit. The management was satisfied with the
efforts taken in the situation faced by the company and the adverse
market conditions prevailed during the year.
Auditors
The Auditors of the Company, Messrs. Sankaran & Krishnan, Chartered
Accountants, Chennai are due to retire at the ensuing Annual General
Meeting of the Company. They are eligible for re-appointment. They have
consented to act as the Auditors of the Company, if re-appointed.
Cost Auditors
a) Particulars of the cost auditors appointed for the Financial Year :
B.Venkateshwar, Cost Auditor, 31/3E, Ramakrishna Nagar,
Kavundampalayam, Coimbatore 641030.
b) Due date for filing of the Cost Audit Report: 30.09.2013.
c) Actual date of filing of the Cost Audit Report by the Financial Year
2012-2013 : 26.10.2013
Personnel
During the year under review, none of the employees of the Company was
in receipt of remuneration which in the aggregate was in excess of the
limits prescribed under Section 217(2A) of the Companies Act, 1956 and
the rules framed these under.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
In accordance with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, a statement showing
details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo is enclosed as Annexure - I.
Industrial Relations
The industrial relations in the Company continued to be cordial during
the year.
Acknowledgement
Your Directors place on record their appreciation of the continued
co-operation and unstinted support extended to the Company by the
Company''s customers, suppliers, employees and shareholders.
By Order of the Board of Directors
for Thambbi Modern Spinning Mills Limited
SALEM R.Jagadeesan
30th May 2014 Chairman & Managing Director
Mar 31, 2013
The Members,
The Directors have pleasure in presenting their 35th Annual Report
together with Audited Accounts for the year ended 31st March 2013
Financial Results .
The financial results for the year under review are summarised below:
2012-13 2011-12
In Lakhs In Lakhs
Turnover 3,11 12,15
Profit /(Loss) before depreciation
and taxation (2,12) (4,53)
Depreciation 83 1,06
Profit/(Loss) Before Taxation (2,95) (5,59)
Net Profit/(Loss) (2,95) (5,59)
Performance
During the year under review, your company achieved a sales turnover of
Rs.311 lakhs compared to the sales turnover of Rs.1215 lakhs achieved in
the previous year. There was severe recession in Textile Industry
during the whole year due to change in Government policies which led to
steep drop in yarn realization compared to increase in cotton prices,
and non availability of required working capital, all of which
contributed to low level of production. Also the power situation in the
state continued to pose serious threat and the cost of generating power
using diesel gen-sets during the severe power cut period, ranging from
ten to twelve hours a day. The Company made Cash loss of t.212 lakhs for
the financial year as against the Cash loss of Rs.453 lakhs in the
previous year. The company made net loss of Rs.295 lakhs for the
financial year, as against net loss of Rs.559 lakhs for the previous
year. The profit was drastically affected and loss became inevitable
mainly because of abnormal increase in cost of raw materials and power
and low production caused by shortage of working capital and stiff
competition in the market caused by continuous recession in Textile
Industry.
Dividend
The Company incurred loss in the financial year. In view of this and
the accumulated loss, your directors are unable to recommend any
dividend for the year.
Prospects and Future Plans
During the year under review, the Textile Industry continuously faced
severe recession. There was abnormal and steep increase in cost of raw
materials and power, which increased the cost of production. Production
was low due to lack of required working capital and poor off take in
the market caused by stiff competition and recession in Textile
Industry. The operations resulted in loss due to low selling prices and
the cumulative effect of all the above factors. The Government''s
policy is not conducive to existence and growth of Textile Industry and
the prospects are quite uncertain. . The position and prospects of
textile industry being most uncertain, it is futile to replace the
existing old and less-efficient plant and machinery with new modern
machinery incurring huge cost. Your directors are, therefore, seriously
contemplating to diversify into new lines of activities, within the
Objects of the company, to make the company work profitably for the
benefit of the shareholders. Till concrete plans crystallize, your
Directors will continue to run the company with the existing plant and
machinery in the best possible ways so as to improve performance in the
current year.
Deposits
Your company has not accepted any deposits during the Year.
Directors
There was no change in the Board of Directors during the financial
year.
In accordance with the provisions contained in the Articles of
Association, Mrs. Malathi Jagadeesan retires by rotation at the ensuing
Annual General Meeting and, being eligible, she offers herself for
re-appointment.
Directors'' Responsibility Statement
The Directors confirm that in the preparation of the Annual Accounts
for the year ended 31st March, 2013
(i) the applicable accounting standards had been followed and there
were no material departures,
(ii) the selected accounting policies were applied consistently and
judgments and estimates that are reasonable and prudent were made 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 the
year,
(iii) proper and sufficient care had 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, and
(iv) the annual accounts were prepared on a ''going-concern'' basis.
Corporate Governance
In terms of listing agreement with the Stock Exchange, Compliance
Report on Corporate Governance and A certificate from Auditors of the
Company regarding compliance of conditions of Corporate Governance is
also annexed to this Report.
Management Discussion and Analysis of the Operations
The management had a detailed discussion on the operational results for
the year ended 31 st March 2013 and analyzed the factors that affected
production, sales and profit. The management was satisfied with the
efforts taken in the situation faced by the company and the adverse
market conditions prevailed during the year.
Auditors
The Auditors of the Company, Messrs. Sankaran & Krishnan, Chartered
Accountants, Chennai are due to retire at the ensuing Annual General
Meeting of the Company. They are eligible for re-appointment. They have
consented to act as the Auditors of the Company, if re-appointed.
Cost Auditors
a) Particulars of the cost auditors appointed for the Financial Year :
B.Venkateswar, Cost Auditor, 31/3E, Ramakrishna Nagar, Kavundampalayam,
Coimbatore 641030.
b) Due date for filing of the Cost Audit Report: 30.09.2012.
c) Actual date of filing of the Cost Audit Report for the Financial
Year 2011 - 2012 :06.02.2013 Personnel
During the year under review, none of the employees of the Company was
in receipt of remuneration which in the aggregate was in excess of the
limits prescribed under Section 217(2A) of the Companies Act, 1956 and
the rules framed there under.
Industrial Relations
The industrial relations in the Company continued to be cordial during
the year.
Acknowledgement
Your Directors place on record their appreciation of the continued
co-operation and unstinted support extended to the Company by the
Company''s customers, suppliers, employees and shareholders.
By Order of the Board of Directors
for Thambbi Modern Spinning Mills Limited
SALEM R. Jagadeesan
30th May 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their 34th Annual Report
together with Audited Accounts for the year ended 31st March 2012
Financial Results
The financial results for the year under review are summarised below:
2011-12 2010-11
Rs.In 000 Rs. In 000
Turnover 12,15,18 34,06,39
Profit /(Loss) before depreciation
and taxation (453.49) 27,32
Depreciation 105,46 107,97
Profit/(Loss) Before Taxation (558.95) (80,65)
Net Profit/(Loss) (558,95) (80,05)
Performance
During the year under review, your company achieved a sales turnover of
Rs.1215 lakhs compared to the sales turnover of Rs.3406 lakhs achieved
in the previous year. The steep drop in sales turnover during the
current year can be attributed to non operating unit-l from
November'2011 onwards mainly on account of power problems, obsolete
machinery and non availability of labours. The Industry also faced
severe recession during the year due to change in Government policies
with respect to yarn exports which led to steep drop in yarn
realization compared to increasing cotton prices and non availability
of working capital. The Company made Cash loss of Rs.453 lakhs for the
financial year as against the Cash Profit of Rs.27 lakhs in the
previous year. The company made net loss of Rs.559 lakhs for the
financial year, as against net loss of Rs.81 lakhs for the previous
year. The profit was drastically affected due to steep increase in cost
of raw materials and power and low production caused by shortage of
working capital and stiff competition in the market.
Dividend
The Company incurred loss in the financial year. In view of this and
the accumulated loss, your directors are unable to recommend any
dividend for the year. Your Directors are confident that, barring
unforeseen circumstances, the company will wipe out the accumulated
loss in a few years and start paying dividend thereafter.
Prospects and Future Plans
The year 2011-12 was a worst year for the Textile Industry. There was
steep increase in cost of raw materials and power, which mainly pushed
up the production cost. Production was low due to lack of working
capital and poor off take in the market caused by stiff competition.
Profit dwindled and performance resulted in loss due to lower selling
prices and the cumulative effect of all factors mentioned above. The
Government's policy is not conducive to existence and growth of
Textile Industry and the prospects are quite uncertain. Further, the
existing plant and machinery of the company are old and have become
less efficient, compared to new modern machines. The position and
prospects of textile industry being most uncertain, it is not
worthwhile replacing the existing plant and machinery with new modern
machinery incurring huge cost. Your directors are, therefore, seriously
contemplating to delve into new lines of activities, within the Objects
of the company, so as to improve profit, for the benefit of the
shareholders. At the same time, till concrete plans crystallize, your
Directors will continue to run the company with the existing plant and
machinery in the best possible ways so as to improve performance in the
current year.
Deposits
Your company has not accepted any deposits during the period.
Directors
There was no change in the Board of Directors during the financial
year.
In accordance with the provisions contained in the Articles of
Association, Mr. Ashok P. Shah retires by rotation at the ensuing
Annual General Meeting and, being eligible, he offers himself for
re-appointment.
Directors Responsibility Statement
The Directors confirm that in the preparation of the Annual Accounts
for the year ended 31st March, 2012
(i) the applicable accounting standards had been followed and there
were no material departures,
(ii) the selected accounting policies were applied consistently and
judgments and estimates that are reasonable and prudent were made 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 the
year,
(iii) proper and sufficient care had 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, and
(iv) the annual accounts were prepared on a 'going-concern' basis.
Corporate Governance
In terms of listing agreement with the Stock Exchange, Compliance
Report on Corporate Governance is given at Annexure-ll. A certificate
from Auditors of the Company regarding compliance of conditions of
Corporate Governance is also placed as Annexure-lll.
Management Discussion and Analysis of the Operations
The management had a detailed discussion on the operational results for
the year ended 31st March 2012 and analysed the factors that affected
production, sales and profit. The management was satisfied with the
efforts taken in the situation faced by the company and the adverse
market conditions prevailed during the year.
Auditors
The Auditors of the Company, Messrs. Sankaran & Krishnan, Chartered
Accountants, Chennai are due to retire at the ensuing Annual General
Meeting of the Company. They are eligible for re- appointment. They
have consented to act as the Auditors of the Company, if re-appointed.
Cost Auditors
a) Particulars of the cost auditors appointed for the Financial Year :
B.Venkateshwar, Cost Auditor, 31/3E, Ramakrishna Nagar,
Kavundampalayam, Coimbatore 641030.
b) Due date for filing of the Cost Audit Report: 30.09.2011.
c) Actual date of filing of the Cost Audit Report by the Financial Year
2010-2011 : 14.11.2011 Personnel
During the year under review, none of the employees of the Company was
in receipt of remuneration which in the aggregate was in excess of the
limits prescribed under Section 217(2A)ofthe Companies Act, 1956 and
the rules framed these under.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
In accordance with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, a statement showing
details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo is enclosed as Annexure - I.
Industrial Relations
The industrial relations in the Company continued to be cordial during
the year.
Acknowledgement
Your Directors place on record their appreciation of the continued
co-operation and unstinted support extended to the Company by the
Company's customers, suppliers, employees and shareholders.
By Order of the Board of Directors
for Thambbi Modern Spinning Mills Limited
R.Jagadeesan
SALEM Chairman & Managing Director
30th May 2012
Mar 31, 2010
The Directors have pleasure in presenting their 32nd Annual Report
together with Audited Accounts for the year ended 31st March 2010
Financial Results
The financial results for the year under review are summarised below:
2009-2010 2008-2009
Rs. in 000 Rs. in 000
Turnover 38,55,85 34,76,35
Profit before depreciation and taxation 1,20,13 2,19,58
Depreciation 64,20 45,81
Profit Before Taxation 55,93 1,73,77
Less Income Tax Paid 0 1,06
Net Profit 55,93 1,72,71
Less provision for FBT 0 1,62
Less Prior Period Expenses 0 2,13
Net Profit after Taxation and FBT
Provision 55,93 1,68,96
Dividend
The Company made operating profit during the financial year. However,
in view of the accumulated loss, your directors are unable to recommend
any dividend for the year. Your Directors are confident that, barring
unforeseen circumstances, the company will wipe out the accumulated
loss in a few years and start paying dividend thereafter.
Performance
During the year under review, your company achieved a sales turnover of
Rs.3856 lakhs compared to the sales turnover of Rs.3476 lakhs achieved
in the previous year. The Company made Cash profit of Rs.120 lakhs for
the financial year as against the Cash Profit of Rs. 220 lakhs in the
previous year. The cash profit was drastically affected due to increase
in cost of all inputs and also the interest.
Prospects and Future Plans
The Textile Industry faced problems on all fronts - increasing cotton
prices, power shortages, and increase in cost of all essential inputs
and services, stiff competition and un remunerative selling prices. All
these factors made the functioning of Textile Mills more and more
difficult. Your Directors are hopeful that, with the revival of the
economy, the Textile Industry will fare well in the coming years.
The Indian Textile Industry is one of the largest and most important
sectors in the economy of our country in terms of output, foreign
exchange earnings and employment. The Profitability in textile industry
is generally low (average 6.1% of sales before interest) compared to
9.5% for all industries, over the last three decades as per RBI
bulletin.
The Technology Up-gradation Fund Scheme and the Technology Mission in
Cotton launched by Government of India in 1999 have created a positive
change for the Textile Industry. The various proactive measures
introduced by the Government have given a new lease of life to the
ailing Textile Industry. The recovery in the global business has also
thrown opportunities to the Textile Industry Domestic market is slowly
improving. There are signs that the textile industry can perform well
in the coming years if the Government announces comprehensive policy on
raw materials, especially fibre, export/import, cost of funding,
particularly working capital, power, labour, etc. With the Industrys
inherent strength and the needy supportive measures, the Indian Textile
Industry could emerge as an ever shining industry in the coming years.
Deposits
Your company has not accepted any deposits during the period.
Directors
There was no change in the Board of Directors during the financial
year.
In accordance with the provisions contained in the Articles of
Association, Smt. Malathi Jagadeesan retires by rotation at the ensuing
Annual General Meeting and, being eligible, she offers herself for
reappointment.
Directors Responsibility statement
The Directors confirm that in the preparation of the Annual Accounts
for the year ended 31st March, 2010
(i) the applicable accounting standards had been followed and there
were no material departures,
(ii) the selected accounting policies were applied consistently and
judgments and estimates that are reasonable and prudent were made so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for the
year,
(iii) proper and sufficient care had 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, and
(iv) the annual accounts were prepared on a going-concern basis.
Corporate Governance
In terms of listing agreement with the Stock Exchange, Compliance
Report on Corporate Governance is given at Annexure-ll. A certificate
from Auditors of the Company regarding compliance of conditions of
Corporate Governance is also placed as Annexure-lll.
Management Discussion and Analysis of the Operations
The management had a detailed discussion on the operational results for
the year ended 31st March 2010 and analysed the factors that affected
production, sales and profit. The management was satisfied with the
efforts taken in the situation faced by the company and the adverse
market conditions prevailed during the year.
Auditors
The Auditors of the Company, Messrs. Sankaran & Krishnan, Chartered
Accountants, Chennai are due to retire at the ensuing Annual General
Meeting of the Company. They are eligible for re-appointment. They have
consented to act as the Auditors of the Company, if re-appointed.
Personnel
During the year under review, none of the employees of the Company was
in receipt of remuneration which in the aggregate was in excess of the
limits prescribed under Section 217(2A) of the Companies Act, 1956 and
the rules framed these under.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
In accordance with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, a statement showing
details of Conservation of Energy, Technology Absorption, Exports and
Foreign Exchange Earnings and Outgo is enclosed as Annexure - I.
Industrial Relations
The industrial relations in the Company continued to be cordial during
the year.
Acknowledgement
Your Directors place on record their appreciation of the continued
co-operation and unstinted support extended to the Company by the
Companys customers, suppliers, employees and shareholders.
By Order of the Board
for Thambbi Modern Spinning Mills Limited
Salem R. Jagadeesan
04th June 2010 Chairman & Managing Director