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Directors Report of Veejay Lakshmi Engineering Works Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the Fortieth Annual Report and the Company's audited financial statements for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2015 is summarized below:

(Rs. in Lakhs)

Year ended Year Ended Particulars 31.03.2015 31.03.2014

Sales Turnover 10,945.22 7,021.52

Profit before Depreciation, taxes and exceptional items -524.76 501.89

Depreciation -992.42 452.86

Exceptional Items/ expenses Profit(loss) before taxes 1,497.77 -

Net Profit -19.41 49.03

Balance brought forward from Profit and Loss account 972.16 893.23

Amount available for appropriation 952.75 942.26

Balance in the Profit & Loss A/c of the subsidiary taken on merger 844.48 -

Depreciation of assets not having useful life as at 01-04-2014 transferred as per Sch. II of Companies Act, 2013. (Net of Deferred Tax) 389.77 -

APPROPRIATIONS/ADJUSTMENTS

Provision for Taxes - Current Tax - 0.37

- Deferred Tax -202.70 -26.54

Prior year Taxes -0.08 -3.73

Provision for Dividends - -

Dividend Distribution Tax - -

Transfer to General Reserves - -

Balance carried forward to Profit and Loss account -78.72 972.16

Total 952.75 942.26

PROFITS/ DIVIDENDS

The workings during the year 2014-15 have resulted in a net loss of Rs.19.41 Lakhs as against a net Profit of Rs. 49.03 Lakhs in the previous year. No dividend is recommended in view of the loss in the year and the need to conserve funds for reducing borrowings.

AMALGAMATION OF SUBSIDIARY COMPANY

Veejay Lakshmi Textiles Limited, the erstwhile wholly owned Subsidiary of the company has been merged with the Company by amalgamation from 1.4.2014 and the same has been approved by the Hon'ble High Court, Madras by its order dated 10/07/2015. Accordingly the audited accounts of the Company for the financial year 2014-15 covers both the operations of the engineering activities of the Company and the textile business handled by the subsidiary earlier.

OPERATIONS

There has not been any improvement in the demand for the products of the company's engineering division and the sales volume of both products have declined. Considering the fall in demand for the automatic cone winder and the delay in development of the new model, the company has decided to discontinue the manufacture of the automatic cone winders. The technology for the new model of automatic cone winder under development has been sold by the company.

The export market has not been encouraging for the textile division in the later part of the year.

The capacity utilization of the textile division could not be at the optimum level due to the power cut in force through major part of the year.

The sales of textile machinery and spares during the year under review is Rs.10,945 Lakhs as against Rs.7,022 Lakhs in the previous year. The sales in the current year include sales from the subsidiary company consequent to amalgamation. The income from the wind mill during the year is Rs.254 lakhs against Rs.136 lakhs in the previous year, mainly due to inclusion of revenue on amalgamation.

The exceptional income represents the income on account of know-how fee and also the Profit on sale of part of the assets used for automatic cone winders.

FINANCE

There has not been any additional borrowings/limits availed during the year. The repayment of the Term loans is made as per schedule and the outstanding has come down to Rs.514 lakhs. All interest payments due have been paid in time without any delay.

R&D/TECHNOLOGY AND AWARDS

The focus of the Company is on product development to improve productivity and energy conservation. The Company's R&D efforts resulted in the development of a new model of Two for one Twister with energy efficient spindles. This has been recognized by the Textile Machinery Manufacturers' Association(India), in the selection of the Company for R&D Award for the year 2014-15.

The Textile Division (erstwhile Veejay Lakshmi Textiles Ltd) has also won an award from Texprocil for its export performance in the year 2013-14.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DE POSITS

The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2015. The Company has an amount of Rs.970.0 lakhs as unsecured loans from Directors.

DIRECTORATE

Sri D. Ranganathan, Wholetime Director will retire by rotation at the ensuing Annual General meeting and being eligible he offers himself for re appointment.

Sri J. Vijayakumar and Sri B.Selvarajan have relinquished their directorships in the Company during the year.

Smt Arthi Anand, relative of promoter directors has been co-opted as an additional Director from March 30, 2015.

Sri Rajiv A. Naidu has been appointed as Alternate Director to Sri N. Athimoolam Naidu from April 2, 2015.

INFORMATION STATUS OF THE COMPANY

Information on the performance of the company is given in the Management Discussion and Analysis report which forms a part of the annual report and has been prepared in accordance with clause 49 of the listing agreement.

INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT , 2013

The information pursuant to provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with provisions of Section 134 of the Companies Act, 2013 are furnished in Corporate Governance Report under the title 'Details of Remuneration for the Year 2014-15.'

PARTICULARS OF EMPLOYEES

There are no employees within the meaning of sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 who are paid remuneration in excess of the amounts prescribed.

Other particulars relating to employees are furnished in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby state that:

- in preparation of annual accounts for the financial year ended March 31,2015, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for the year ended 31st March 2015.

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the Directors have prepared the annual accounts for the Financial year ending March 31, 2015 on a going concern basis.

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

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT'S DISC USSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented separately forming part of the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the Business Responsibility Report describing the initiatives taken by the Company in this respect is attached as part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

The prescribed Form AOC-2 in this respect is attached as annexure i.

Your Directors draw attention of the members to note No.7 to the financial statement which sets out related party disclosures.

CORPORATE SOCIAL RESPONIBILITY

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

RISK MANAGEMENT

During the year your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the companywide risk management framework and ensuring that there is an adequate risk management infrastructure in place commensurate to the size and nature of business, capable of addressing all the risks. None of the identified risk elements have any threat on the sustainability of the business.

The Company's Risk Management Policy which has been approved by the Board is subject to review every year.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The profile of Directors proposed to be reappointed is attached separately.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors Sri N.M. Ananthapadmanabhan (Chairman) and Sri B. Sriram and Whole-time Director Sri D.Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Agreement. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company's website.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For more details, please refer report on Corporate Governance.

Policy on Director's appointment and Remuneration

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company and the provisions of the Companies Act, 2013 and rules in this respect under the Act. The policy is disclosed as annexure 2 to this report.

Declaration by Independent Directors

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 above act and the relevant rules.

Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013

As per the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2014-15.

Particulars of Loans given, Investments Made, Securities provided and guarantees given

Particulars of loans given, investments made, securities provided and guarantees given, covered under the provisions of section 186 of the Companies Act, 2013 are contained under note No.3 of the Financial Statement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in annexure-3 to this report.

Extract of annual return

Extract of Annual Return of the Company is annexed herewith as annexure-4 to this report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees drawing remuneration in excess of the limits set out and other particulars relative of the remuneration of Key Managerial Personnel are provided in the Corporate Governance Report under the title 'Details of Remuneration for the Year 2014-15.'

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. N.R. Doraiswami & Co., Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Cost Records of the Company are not liable for cost audit for the year 2014-15 as per the Cost Audit Rules applicable for that period.

Secretarial Auditor

The Board has appointed M/s. J Macs Associates P. Ltd, Practicing Company Secretaries to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualifcation, reservation or adverse remark.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to express their appreciation for their dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board

Coimbatore (Sd/-) V.J. Jayaraman

August 10, 2015 Chairman and Managing Director


Mar 31, 2014

Dear members,

The Directors present their report and accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Particulars Year Ended Year Ended 31.03.2014 31.03.2013 (Rs.In Lakhs) (Rs.In Lakhs)

Sales Turnover 7021.52 6519.30

Profit before Depreciation, 501.89 556.45 taxes and exceptional items

Depreciation 452.86 498.57

Exceptional Items - 475.37

Net Profit 49.03 (417.49)

Balance brought forward from 893.23 1181.20 statement of Profit and Loss Account

Amount available for appropriation 942.26 763.71

APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current tax 0.37 0.00

- Deferred Tax (26.54) (129.68)

Prior year Taxes (3.73) 0.16

Provision for Dividends 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to Generation Reserves 0.00 0.00

Balance carried forward to 972.16 893.23 statement of Profit and Loss Account

Total 942.26 763.71

PROFITS/ DIVIDENDS

The workings during the year 2013-14 have resulted in a net profit (before tax) of Rs. 49 Lakhs as against a net loss (before tax) of Rs. 417 Lakhs in the previous year. As the operating profit is less and since funds are required to reduce the borrowings no dividend is proposed.

OPERATIONS

There has not been any increase in the demand for the products of the company and hence there is only a marginal increase in the sales turnover. The sales of textile machinery and spares during the year under review is Rs. 6,745 Lakhs as against Rs. 6262 Lakhs in the previous year. The income from the wind mill is lower during the year at Rs. 136 lakhs against Rs. 173 Lakhs in the previous year, mainly due to evacuation problems.

SUBSIDIARY COMPANY

Veejay Lakshmi Textiles Limited is the wholly owned Subsidiary of the company. The Audited accounts of the subsidiary company have been consolidated with the company as on March 31, 2014.

FINANCE

There has not been any additional borrowings / limits availed during the year and the working capital limits have been reduced- fund based from Rs. 2,000 Lakhs to Rs. 1,650 Lakhs and non fund based from Rs. 2,000 Lakhs to Rs. 1,870 Lakhs. The repayment of the Term loan from Technology Development Board is made as per schedule and the outstanding has come down to Rs. 334 Lakhs. All interest payments due have been paid in time without any delay.

R& D / TECHNOLOGY

The focus is on developing new models and new products. The new model of Automatic Cone Winder is still under development and the company also has been making efforts to get the latest technology for the Automatic Cone Winding machines to compete with other manufacturers who have made substantial improvement in technology/design of their products. The company is yet to find a suitable source for the technology.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year and there are no deposits from the public as at 31.3.2014. The Company has an amount of Rs. 133 Lakhs as unsecured loans from Directors.

DIRECTORATE Independent Directors :

The Company has four Independent Directors appointed under the provisions of the Companies Act 1956, subject to retire by rotation. As per the provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and they can be appointed for a term of five years. It is proposed to appoint the existing Independent Directors to hold office for a period of five years.

Directors retiring by rotation : Mr. D. Ranganathan is liable to retire by rotation and is eligible for re-appointment.

The profile of the Directors to be appointed/reappointed in the ensuing Annual General Meeting has been given in the notice convening in the annual general meeting.

AUDITORS

M/s. N.R. Doraiswami & Co, Chartered Accountant, Coimbatore, The Statutory Auditors of the Company, retire at the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received a letter from said audit firm, stating that the appointment, if made, will be within the limit prescribed under Section 139 of the Companies Act, 2013.

Information on the performance of the company is given in the Management Discussion and analysis report which forms a part of the annual report and has been prepared in accordance with clause 49 of the listing agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Certificate issued by statutory auditors of the company regarding the compliance of the conditions of corporate governance forms a part of this report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information pursuant to provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure to this report .

PARTICULARS OF EMPLOYEES

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under Section 217(2AA) of the Companies Act, 1956. The Directors hereby state that :

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

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of statement of Profit and Loss Account of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That your Directors have prepared the annual accounts for the Financial year ending March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board of Directors

(Sd/-) V.J. JAYARAMAN Chairman cum Managing Director

Coimbatore 26th May, 2014


Mar 31, 2013

The Directors present their report and accounts of the Company for the fnancial year ended 31st March 2013.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2013 31.03.2012 Rs. in Lakhs Rs. in Lakhs

Sales Turnover 6,519.30 5,863.61

Proft before Depreciation, taxes and exceptional items 556.45 575.39

Depreciation 498.57 515.61

Exceptional Items 475.37

Net Proft (417.49) 59.78

Balance brought forward from Statement of Proft and 1,181.20 1,176.76

Loss

Amount available for appropriation 763.71 1,236.54 APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current Year 59.00

- Deferred Tax (129.68) 11.59

Prior year Taxes 0.16 7.93

Provision for Dividends

Dividend Distribution Tax

Transfer to Generation Reserves

Balance carried forward to Statement of Profit and 893.23 1,181.20

Loss

Total 763.71 1,236.54

PROFITS/DIVIDENDS

The workings during the year 2012-13 has resulted in a loss (before tax) of Rs.417 Lakhs as against a proft (before tax) of Rs.60 Lakhs in the previous year. The loss is due to outfow of funds on account of a voluntary retirement scheme offered to workers. As there are no profts for the year, the Directors are not recommending any dividend for the year.

OPERATIONS

The recessionary trend prevailed in the previous year continued in the current year also and hence the capacity could not be fully utilized. The sales turnover from sale of textile machinery and spares during the year under review is Rs. 6,262 Lakhs as against Rs. 5,634 Lakhs in the previous year. The income from the wind mill is higher due to higher generation and increase in the rates.

SUBSIDIARY COMPANY

Veejay Lakshmi Textiles Limited is the wholly owned subsidiary of the company. The Audited accounts of the subsidiary company have been consolidated with the company as on March 31, 2013.

FINANCE

There has not been any additional borrowings/limits availed during the year and the working capital limits have been renewed at the existing levels. The balance of loans from Technology Development Board outstanding as on 31.3.13 is Rs.501 Lakhs. All interest payments due have been paid in time without any delay.

R&D

The focus is on developing new models and new products.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company and a VRS scheme was offered for part of the work force who opted for retirement. The work force has been strengthened by inducting additional work force in place of retired workers.

FIXED DEPOSITS

The Company has not accepted any deposits from public within the meaning of section 58A of the Act for the year ended March 31, 2013. The Company has an amount of Rs.133 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2013.

DIRECTORATE

Sri. J. Vijayakumar, Sri. N. Ananthapadamanabhan and Sri. B. Sriram are Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re-appointment.

The profle of the Directors to be reappointed in the ensuing Annual General Meeting have been given in the notice convening in the Annual General Meeting.

AUDITORS

M/s. N.R. Doraiswami & Co, Chartered Accountants, Coimbatore, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from said audit frm, stating that the appointment, if made, will be within the limit prescribed under section 224(1B) of the Act.

COST AUDITOR

The Board of Directors have appointed M/s. S. Mahadevan & Co., Practising Cost Accountants, Coimbatore as a Cost Auditor for carrying out cost audit of the company.

The Company has received a letter from said cost audit frm, stating that the appointment, if made, will be within the limit prescribed under section 224(1B) of the Act.

Information on the performance of the company is given in the Management Discussion and analysis report which forms a part of the annual report and has been prepared in accordance with clause 49 of the listing agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Certifcate issued by statutory auditors of the company regarding the compliance of the conditions of corporate governance forms a part of this report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information pursuant to provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure to this report.

PARTICULARS OF EMPLOYEES

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated under section 217(2AA) of the Companies Act, 1956. The Directors hereby state that:

i. That in preparation of annual accounts for the fnancial year ended March 31, 2013, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and also of Statement of Proft and Loss of the Company for the year ended March 31, 2013.

iii. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provision of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That your Directors have prepared the annual accounts for the Financial year ending March 31,2013 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and fnancial Institutions as Well. The Directors would take this opportunity to express their appreciation for their dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board

Coimbatore (sd/-)

V.J. Jayaraman

30th May, 2013 Chairman cum Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their report and accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

2010-11 2009-10 Rs. Rs.

Sales Turnover 1,00,48,39,731 71,89,47,144

Profit before Depreciation and taxes 12,93,39,076 7,16,67,233

Depreciation 5,23,62,892 4,59,27,830

Net Profit 7,69,76,184 2,57,39,403

Balance brought forward from Profit and Loss Account 8,19,96,851 6,45,66,048

Amount available for appropriation 15,89,73,035 9,03,05,451

APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current Year 1,27,00,000 -

- Deferred Tax 69,94,900 83,08,600

Prior year Taxes 1,04,17,105 -

Provision for Dividends 76,07,850 -

Dividend Distribution Tax 12,34,183 -

Transfer to General Reserves 23,43,000 -

Balance carried forward to Profit and Loss Account 11,76,75,997 8,19,96,851

Total 15,89,73,035 9,03,05,451

PROFITS / DIVIDENDS

The workings during the year 2010-11 has resulted in a Profit before tax of Rs. 770 Lakhs as against Rs. 257 Lakhs in the previous year. The increase in profit is due to increase in the sales. As the Company has made profits, the Board of Directors is recommending a dividend of Rs.1.50 per share.

OPERATIONS

The increase in sales turnover is mainly due to increase in the sale of Automatic Cone Winders. The income from the Wind Mills is Rs.141 lakhs as against Rs.158 lakhs in the previous year. The total revenue from sales and other income during the year is Rs. 10054 lakhs as against Rs.7290 lakhs in the previous year.

SUBSIDIARY COMPANY

The details of the financial position of the subsidiary is given in the schedule to accounts and the audited consolidated financial statements including the accounts of the subsidiary company are also attached to this Annual report.

FINANCE

The Technology Development Board has disbursed, during the year, the second instalment of Rs.200 lakhs out of the term loan of Rs.830 lakhs sanctioned for financing the project for development of a new generation of automatic cone winder. The project has been completed and since there is a reduction in the capital expenditure involved in the project, the Company has decided not to avail the balance loan amount of Rs.80 lakhs.

With an increase in the non-fund based limit of Rs.500 lakhs from Bank of Baroda and an additional fund based limit of Rs.500 lakhs from Indian Overseas Bank, both the fund based and non fund based limits have gone up from Rs.1500 lakhs to Rs.2000 lakhs. The increased limits will be used for the additional working capital requirements of the Company.

R&D

The focus is on developing new models and new products. A commercial prototype of the new model of Automatic Cone Winder developed has been extensively tested and is now working in the textile unit of the subsidiary.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in ail the units of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public. The Company has an amount of Rs.340 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2011.

LISTING

The Company's securities are presently listed with the Stock Exchange at Mumbai.

DEPOSITORIES

The Company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited and the shares of the Company are now traded in demat form.

DIRECTORATE

Sri. J. Vijayakumar, Sri N.M. Ananthapadmanabhan and Sri B. Sriram are Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re-appointment. The profile of the Directors to be appointed/reappointed in the ensuing Annual General Meeting is given in the Annexure to this report.

The details of remuneration paid to the Directors have been given in the Schedules forming part of the Accounts for the year-ended 31.3.2011. None of the Non-Executive Independent Directors have any pecuniary relationship with the Company.

AUDITORS

The Company's Auditors, M/s. N.R. Doraiswami & Co will retire at the ensuing Annual General Meeting. They are eligible for re-appointment.

INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANIES ACT, 1956

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

OTHER INFORMATION

As required under the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Segmental Reporting and Related Party Disclosures have been made part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to state

1. That the appropriate accounting standards have been followed in the preparation of the annual accounts

2. That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of Profit and Loss Account of the Company for the year ended 31st March 2011

3. That your Directors have taken proper care for the maintenance of adequate accounting records for the purpose of safeguarding the assets of the Company and for preventing fraud and other irregularities.

4. That your Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We would like to thank all the employees, customers, suppliers, bankers-State Bank of India, Corporation Bank, Bank of Baroda, Indian Overseas Bank, the Technology Development Board and all those who have been associated with us for extending their support to the Company.

By Order of the Board

(Sd/-) V.J. Jayaraman Chairman cum Managing Director

Coimbatore 30th May, 2011


Mar 31, 2010

The Directors present their report and accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

2009-10 2008-09

Rs. Rs.

Sales Turnover 71,89,47,144 34,83,25,750

Profit before Depreciation and taxes 7,16,67,233 -8,82,87,330

Depreciation 4,59,27,830 3,92,79,800

Net Profit 2,57,39,403 -12,75,67,130

Balance brought forward from Profit and Loss Account 6,45,66,048 14,24,82,562

Amount available for appropriation 9,03,05,451 1,49,15,432



APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current Year

- Deferred Tax 83,08,600 (4,87,03,800)

- Fringe Benefit Tax - 5,62,000

Prior year Taxes (15,08,816) Balance carried forward to Profit and Loss Account 8,19,96,851 6,45,66,048

Total 9,03,05,451 1,49,15,432

PROFITS / DIVIDENDS

The workings during 2009-10 has resulted in a Profit before tax of Rs.257 Lakhs as against the loss of Rs.1276 Lakhs in the previous year. The increase in profit is due to increase in the sales.

OPERATIONS

The sale of both the main products of the Company-Two for one Twisters and Automatic Cone Winders-has increased during the year contributing Rs.6095 Lakhs to the sales turnover as against Rs.2749 Lakhs in the previous year. The company has also started getting regular orders for the Precision Assembly Winders introduced in the last year. The Aluminium Die Casting Division is catering mainly to in house requirements. The income from the Wind Mills is Rs. 158 lakhs as against Rs.145 lakhs in the previous year. The total revenue from sales and other income during the year is Rs.7290 lakhs as against Rs.3492 lakhs in the previous year.

SUBSIDIARY COMPANY

The accounts of the wholly owned subsidiary, M/s Veejay Lakshmi Textiles Limited, form part of this report. The audited consolidated financial statements including the subsidiary company are also attached to this Annual report.

FINANCE

The Technology Development Board has disbursed the second installment of Rs.200 lakhs out of the term loan of Rs.830 sanctioned for financing the project for development of a new generation of automatic cone winder. There has been some delay in competing this project and the remaining amount of the loan is expected to be availed during the current financial year after completion of the project.

R&D

The focus is on developing new models and new products. The project for the development of the new model of Automatic Cone Winder is in the final stages of completion.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public. The Company has an amount of Rs. 221.69 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2010.

LISTING

The Companys securities are presently listed with the Stock Exchange at Mumbai.

DEPOSITORIES

The Company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited and the shares of the Company are now traded in demat form.

DIRECTORATE

Sri. B. Selvarajan, Sri N. Athimoolam Naidu and Sri D. Ranganathan will be the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re appointment.

The profile of the Directors to be appointed/reappointed in the ensuing Annual General Meeting is given in the Annexure to this report.

The details of remuneration paid to the Directors have been given in Schedule forming part of the Accounts for the year-ended 31.3.2010. None of the Non-Executive Independent Directors have any pecuniary relationship with the Company.

AUDITORS

The Companys Auditors, M/s. N.R. Doraiswami & Co will retire at the ensuing Annual General Meeting. They are eligible for re appointment.

INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANIES ACTS, 1956

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

OTHER INFORMATION

As required under the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Segmental Reporting and Related Party Disclosures have been made part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to state

1. that the appropriate accounting standards have been followed in the preparation of the annual accounts

2. that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of Profit and Loss Account of the Company for the year ended 31st March 2010

3. that your Directors have taken proper care for the maintenance of adequate accounting records for the purpose of safeguarding the assets of the Company and for preventing fraud and other irregularities.

4. that your Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We would like to thank all the employees, customers, suppliers, bankers-State Bank of India , Corporation Bank, Bank of Baroda, the Technology Development Board and all those who have been associated with us for extending their support to the Company.



By Order of the Board

Coimbatore (Sd/-) V.J. Jayaraman

30.07.2010 Chairman cum Managing Director

 
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