Directors Report of VTX Industries Ltd.

Mar 31, 2014

Dear Members,

The directors are pleased to present the 60lh Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

Financial Results: (Rs. in lakhs)

Particulars 2013 - 14 2012 - 13

Profit before Interest, Depreciation and Tax (before extraordinary item) (17,092.52) 6,067.11

Extraordinary item - -

Profit before Interest, Depreciation and Tax (after extraordinary item) (17,092.52) 6,067.11

Less: Interest 4,655.08 4,205.54

Depreciation 1,313.63 5,968.71 1,670.64 5,876.18

(23061.23) 190.93

Tax expense:

a) Current tax expense for current year

b) (Less): MAT credit (where applicable)

c) Current tax expense relating to prior years - -

d) Net current tax expense

e) Deferred tax 635.28 635.28 107.91 107.91

Profit / (Loss) for the year (23,696.51) 83.02

Review of Operations

During the year under review, The turnover of the company has reduced to Rs. 4,593 lakhs from Rs. 17630 lakhs in the corresponding previous financial year and incurred a loss of Rs. 236.96 lakhs as against profit of Rs. 83.02 lakhs which is,- mainly due to working capital shortage and liquidity issue and also due to severe power shortage and suspension of activity in Tamilnadu. M/s. Indian Overseas Bank as lead bankers for Term Load lender has initiated SARFAESI proceedings against the Company for secured debt repayment.

The reason lor losses were mainly due to increase in finance costs since there were increased rate of interesi and other borrowing costs.

The deteriorating working capital situation, resultant delayed delivery at higher cost and consequential orders cancellation. The past few years, inventory accumulated because of exports that reduced critically. There was volatility in cotton price and due to general sluggishness of the economy in the Country as well as in the World over, there was no pick up in demand. Consequently, much progress could not take place in the performance of the company. However, the prospects for textile industry looks promising provided a favourable condition prevails in the Country due to Governments initiatives.

Status of manufacturing:

The units i.e. weaving / processing / madeups units are running on very low capacity mainly on job works and marginal exports which has been further aggravated due to frequent power cuts / load shedding, which forced the company to use alternative mode. The increase in the finance cost to Term Loan and Working Capital facilities availed from the Banks is also making hardship to the company.

Future

Your Company is confident that the persistent and committed efforts of the management to bring in fresh infusion of funds will be successful, provided that the Lenders show interest and commitment in reviving the operations of your Company instead of the current hostile and negative approach that is proving a major cause of concern to investors.

The Management is in close working with the bankers, to arrive at a beneficial one time settlement.

The management is confident of reviving the business thought prudently reworking the strategy of high value products to improve business of value addition and profitability. They have brought in advisors in business turnaround around the world.

The future of your Company''s performance looks promising as it has taken effective measures in the production which would help to reduce cost of production and thereby increase profit margin.

The company could secure good international orders and it has adequate infrastructure to execute and a good brand in the international as well as domestic markets soon.

Your company is making all efforts to explore international markets to expand its customer base and it has progressively entered into hospitality segment comprising hotels and hospitals both in India and aboard.

Dividend

In view of operating losses incurred during the year, your Directors do not recommend payment of any dividend for the financial year 2013-14.

Internal Control System and their adequacy

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection for the Company''s resources, provision of accurate and speedy financial reports and compliance with the company''s policies, procedures and legal obligations. The audit Committee meets periodically with the Management, Internal Auditors and Statutory Auditors to review the internal audit and internal control systems.

Subsidiaries

Your company has two subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 on consolidated financial statements and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors form part of the Annual Report.

Dematerialization

Out of the 181,69,240 shares, 172,67,843 equity shares stands dematerialized as on 31st March 2014. M/s. Link Intime India Private Limited, Mumbai, having its branch office at Coimbatore has been retained as the Registrar and Transfer Agents of the Company for all shares both in electronic and physical form.

Listing of Shares

The shares of your Company have been listed on BSE Limited, Mumbai and Madras Stock Exchange Limited, Chennai.

Directors

Sri. Shreenivasa Rao and Sri. Mohan Rao, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The term of Smt. Jayanthi Ramachandra as Managing Director expired on September 11, 2013 and is eligible herself for re-appointment and it is proposed to re-appoint her for a further period of 3 years as the Board considers that her continued association would be of immense benefit to the company and it is desirable to continue to avail the services of Smt. Jayanthi Ramachandra as Managing Director. Necessary resolution for her re-appointment is included in the Agenda of the Annual General Meeting.

Independent Directors

In compliance of the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges in which the Companies shares are listed, Independent Directors are required to be appointed for a term not exceeding 5 years at a time besides the other requirements. Accordingly the Board of Directors have proposed to appoint Sri. J. Balmurugan and Sri. Pattabhi Ramarao, Directors, who are retiring by rotation at the ensuing Annual General Meeting, as Independent Directors for a Term of 5 consecutive years, i.e. upto 31.03.2019. Your Directors recommend their appointment.

Details of the proposal for appointment of the above Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 annexed to the Notice of the ensuing Annual General Meeting.

Fixed Deposits

In terms of the provisions of Sec.58A, the company has not accepted any deposits from the public during the financial year under review. There was no refund claim of the Fixed Deposits during the year and the unclaimed Fixed Deposits as on 31.03.2014 was Rs. 11.27 lakhs.

Auditors

The term of Auditors M/s. Suri & Co., Chartered Accountants, Coimbatore, expires at the end of the ensuing Annual General Meeting and they are eligible for re-appointment. The Audit Committee has recommended their re- appointment. The requisite certificate from Auditors, pursuant to Section 139(1) of the Companies Act, 2013 has been received by the Company.

Cost Auditors

The Board of Directors has appointed M/s. P. Mohan Kumar & Co., Cost Accountants, Coimbatore as Cost Auditors of the Company for the financial year 2013-14. The Cost Auditing for the said financial year is under process and the Cost Audit report along with Auditor''s observations and suggestions, and Annexure shall be filed to the Central Government before its due date i.e. within 180 days from the close of the Company''s financial year to which the report relates.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors do hereby confirm that.

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 suitable 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 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 the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

d. the Directors had prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo:

The particulars required by Section 217 (1)(e) of the Companies Act, 1956 relating, to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are provided as the annexure to this report.

Statement of Particulars of Employees:

In terms of Section 217 (2A) of the Companies Act, 1956 read with Rule 1A of Companies (Particulars of Employees) Amendment Rules, 2011, the Company has no employee drawing salary exceeding Rs. 60 lakhs per annum or Rs. 5 lakhs per month during the year under review.

Corporate Governance

Your company has complied with Corporate Governance norms as stipulated under clause 49 of Listing Agreement entered into with Stock Exchanges. A detailed report on Corporate Governance forms part of this report. A certificate from statutory Auditors confirming the compliance of governance is attached to corporate governance report.

Management Discussion and Analysis Report

A review of Textile industry, its opportunities and threats, future, outlook of the company etc. are covered under the Management Discussion and Analysis Report, which is attached to this report.

Human Resource Management / Industrial Relations

Your company had always been committed to maintain healthy, cordial and harmonious industrial relations at all levels. The work environment of the company is constantly being upgraded. The labor relations continued to be cordial throughout the year and industrial relations were excellent and harmonious.

General exemption U/s. 212(8) of the Companies Act, 1956

In pursuance of the General Circular vide No.2/ 2011 dated 08.02.2011, issued by the Ministry of Corporate Affairs, New Delhi, read with Section 212(8) of the Companies Act, 1956, the company is exempted from attaching the Balance Sheet and Profit & Loss Account of the Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with the report of Board of Directors and report of Auditors'' thereon, with the company''s accounts for the year ended 31st March, 2014. Accordingly, the audited accounts and report of Directors and Auditors of the said subsidiary companies are not attached to the Balance Sheet of the Company. However, the accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors'' forms part of the annual report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will be available at the registered office of the Company and at the respective subsidiary companies and any shareholders can inspect the same during the business hours of any working day.

Industrial Relation

The relationship with employees continued to remain cordial throughout the year under review.

Acknowledgement

Your Directors place on record their appreciation for co-operation and support extended by shareholders, customers, bankers and all governmental and statutory agencies. Your Directors also thank the employees for their valuable contribution during the year and look forward to their continued support in the years to come.



By the Order of the Board For VTX Industries Limited

Date : 28.06.2014 A.L. Ramachandra Place : Coimbatore Chairman & Managing Director

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Mar 31, 2013

To The Members,

The directors are pleased to present the 59lh Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

Financial Results:

(Rs. in lakhs)

Particulars 2012-13 2011-12

Profit before Interest, Depreciation and Tax (before extraordinary item) 6,067.11 4,185.21

Extraordinary item - (2,233.81)

Profit before Interest, Depreciation and Tax (after extraordinary item) 6,067.11 1,951.40

Less: Interest 4,205.54 3,480.02

Depreciation 1,670.64 5,876.18 1,840.29 5,320.31

190.93 (3,368.91)

Tax expense:

a) Current tax expense for current year

b) (Less): MAT credit (where applicable)

c) Current tax expense relating to prior years - 0.09

d) Net current tax expense

e) Deferred tax 107.91 107.91 (745.92) (745.83)

Profit / (Loss) for the year 83.02 (2623.08)

Dividend

Considering the fund requirement for future growth of the Company, the Board of Directors is not in a position to recommend any dividend for the year 2012-13.

Review of Operations

The turnover of the company during the financial year under review has slightly reduced to Rs. 17,630 lakhs from Rs. 18,901 lakhs in the corresponding previous financial year, mainly due to working capital shortage and liquidity issue. However, the company has posted a net profit of Rs. 83 lakhs for the financial vear ended 3T'' March, 2013 as against loss of Rs. 2,623 Lakhs for the corresponding previous year.

During the vear under review, your company has continued to broad base the existing customer relationships in US and UK markets and these relationships spread over many long years showcase our ability in customer satisfaction and reliability. The company expands its export horizon bv exploring the markets of developing countries like South Africa, Brazil, Argentina etc. for enlarging its customer base beyond US and European Union and it could secure good international orders and enquires from customers, when participated in the International textile fairs. The Company also emphasizes to create a network of buying houses, major retail outlets and commission agents and also develops the brand building exercise both internationally and domestically.

Your Company was unable to run spinning and weaving units in its full capacity mainly due to frequent power cuts / load shedding, which forced the company to use alternative mode. Since there was overall control improvements and cost cutting efficiency, the company was able to make a marginal profit for the year under review as compared to last year''s loss. The increase in the finance cost to Term Loan and Working Capital facilities availed from the Banks is also making hardship to the company. The proposal for debt-restructuring with the support of lending banks is under progress and once the process is completed, the liquidity issues being faced by the company shall get resolved.

Despite the reigning challenges, the textile industry which otherwise was seen seeking to overcome the depressing blues of reduced demand in overseas market, is witnessing an incipient turn around in the financial year 2012-13. The global market situation is seen stabilizing hence the demand may also be expected to recover and this shall translate into higher capacity utilization across the textile value chain leading to achievement of the targets.

Future

The growth and future of Indian textile industry depends upon various factors such as availability of quality raw-materials at reasonable price, uninterrupted power supply, low- priced manpower, favourable Government policies, foreign exchange fluctuation, economic conditions etc. However, the level of exports in textiles from developing countries is increasing even if in the presence of high tariffs and quantitative restrictions by economically developed countries.

The future of your Company''s performance looks promising as it has taken effective measures in the production which would help to reduce cost of production and therebv increase profit margin. The company could secure good international orders and it has adequate infrastructure to execute the international as well as domestic orders in time.

Your company is making all efforts to explore new international markets to expand its customer base and it has progressively entered into hospitality segment comprising hotels and hospitals both in India and aboard. The responses and enquires received in various domestic textile fairs participated by Company from hospital and hospitality customers, are positive and gives a boost to increase its foothold in the domestic market and it is expected to make consistent growth of the business in the coming years.

The proposals announced in the Union budget 2013-14 to address the issues being faced bv textile industry, such as continuation of Technology Upgradation Fund Scheme (TUFs) in 12th five year plan allocating '' 2400 Crores for 2013-14, reduction of customs duty from 7.5% to 5% on imported textile machinery, introduction of schemes for Integrated Textile Park, Apparel Park and Integrated Processing Development park, extension of 2% interest subvention scheme on rupee export credit upto March 31, 2014, introduction of 15% Investment Allowance to particular manufacturing companies etc. would go a long way for expanding textile sector and improving the exports. Also, the government has addressed the slowdown in the textile industry by proposing a debt restructuring package for textile industry.

Globally, India''s presence as a significant player in the textile industry has garnered positive feedback as the country is fast gaining the respect and influence of many countries, worldwide. Currently, India is the second biggest manufacturer of textiles and garments, next to China.

Internal Control System and their adequacy

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection for the Company''s resources, provision of accurate and speedy financial reports and compliance with the company''s policies, procedures and legal obligations. The audit Committee meets periodically with the Management, Internal Auditors and Statutory Auditors to review the internal audit and internal control systems.

Subsidiaries

Your company has two subsidiaries viz. Vijaveswari UK Ltd and Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 on consolidated financial statements and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors form part of the Annual Report.

Dematerialization

Out of the 181,69,240 shares, 172,63,093 equity shares stands dematerialized as on 31st March 2013. M/s. Link Intime India Private Limited, Mumbai, having its branch office at Coimbatore has been retained as the Registrar and Transfer Agents of the Company for all shares both in electronic and physical form.

Listing of Shares

The shares of your Company have been listed on M/s. Bombay Stock Exchange Limited, Mumbai and M/s. Madras Stock Exchange Limited, Chennai.

Directors

The Board of Directors at its meeting held on 13.08.2012 appointed Sri. SBP. Pattabi Ramarao as new Director, to fill the casual vacancy in the Board. He is a Post Graduate in Business Administration & Marketing and has been serving as President of M/s. Australian Foods India Pvt. Ltd. where he became instrumental to build the famous brand-''Cookie Man''. Also, he had served in senior management level for other corporate.

Sri. K. Selvaraj who was independent director of the company, vacated his office effective 13.08.2012, due to personal reasons. He has immensely contributed for growth of the company and the Board places on record its appreciation for the valuable services and support rendered by him during his tenure in the company.

Sri. V. Dharmaraj and Sri. S. Shreenivasa Rao, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Fixed Deposits

In terms of the provisions of Sec.58A, the company has not accepted any deposits from the public during the financial year under review. There was no refund claim of the Fixed Deposits during the year and the unclaimed matured fixed deposits as on 31.03.2013 was Rs. 11.27 Lakhs.

Auditors

The term of Auditors M/s. Suri & Co., Chartered Accountants, Coimbatore, expires at the end of the ensuing Annual General Meeting and they are eligible for re-appointment. The Audit Committee has recommended their re- appointment. The requisite certificate from Auditors, pursuant to Section 224(1B) of the Companies Act, 1956 has been received by the Company.

Cost Auditors

The Board of Directors has appointed M/s. P. Mohan Kumar & Co., Cost Accountants, Coimbatore as Cost Auditors of the Company for the financial year 2012-13. The Cost Auditing for the said financial year is under process and the Cost Audit report along with Auditor''s observations and suggestions, and Annexure shall be filed to the Central Government before its due date i.e. within 180 days from the close of the Company''s financial year to which the report relates.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors do hereby confirm that:

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 suitable 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 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 the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

d. the Directors had prepared the Annual Accounts on a going concern basis.

The particulars required by Section 217 (l)(e) of the Companies Act, 1956 relating, to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are provided as the annexure to this report.

In terms of Section 217 (2A) of the Companies Act, 1956 read with Rule 1A of Companies (Particulars of Employees) Amendment Rules, 2011, the Company has no employee drawing salary exceeding Rs. 60 lakhs per annum or Rs. 5 lakhs per month during the year under review.

Corporate Governance

Your company has complied with Corporate Governance norms as stipulated under clause 49 of Listing Agreement entered into with Stock Exchanges. A detailed report on Corporate Governance forms part of this report. A certificate from statutory Auditors confirming the compliance of governance is attached to corporate governance report.

Management Discussion and Analysis Report

A review of Textile industry, its opportunities and threats, future outlook of the company etc. are covered under the Management Discussion and Analysis Report, which is attached to this report.

Human Resource Management / Industrial Relations

Your company had always been committed to maintain healthy, cordial and harmonious industrial relations at all levels. The work environment of the company is constantly being upgraded. The labor relations continued to be cordial throughout the year and industrial relations were excellent and harmonious.

General exemption U/s. 212(8) of the Companies Act, 1956.

In pursuance of the General Circular vide No.2/ 2011 dated 08.02.2011, issued by the Ministry of Corporate Affairs, New Delhi, read with Section 212(8) of the Companies Act, 1956, the company is exempted from attaching the Balance Sheet and Profit & Loss Account of the Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with the report of Board of Directors and report of Auditors'' thereon, with the company''s accounts for the year ended 31st March, 2013. Accordingly, the Audited accounts and report of Directors and Auditors of the said subsidiary companies are not attached to the Balance Sheet of the Company. However, the accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors'' forms part of the annual report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will be available at the registered office of the Company and at the respective subsidiary companies and any shareholders can inspect the same during the business hours of any working day.

Acknowledgement

Your Directors place on record their appreciation for co-operation and support extended by shareholders, customers, bankers and all governmental and statutory agencies. Your Directors also thank the employees for their valuable contribution during the year and look forward to their continued support in the years to come.



By the Order of the Board

For VTX Industries Limited

Date : 24.05.2013 AL. Ramachandra

Place : Coimbatore Chairman & Managing Director

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Mar 31, 2012

The directors have pleasure in presenting the 58th Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

Financial Results:

(Rs. in lakhs)

Particulars 2011-12 2010-11

Profit before Interest, Depreciation and Tax (before extraordinary item) 4185.21 4296.04

Extraordinary item (2,233.81) -

Profit before Interest, Depreciation and Tax (after extraordinary item) 1,951.40 4296.04

Less: Interest 3,480.02 2,034.26

Depreciation 1,840.29 5,320.31 1,416.68 3,450.94

(3,368.91) 845.10

Tax expense:

a) Current tax expense for current year 168.43

b) Less : MAT credit (152.12)

c) Current tax expense relating to prior years 0.09 16.31

d) Net current tax expense

e) Deferred tax (745.92) (745.83) 114.85 131.16

Profit / (Loss) for the year (2,623.08) 713.94

Add: brought from previous year 587.24 -

Dividend - 109.02

Corporate Tax on dividend - 17.68

Balance carried to Balance Sheet (2,035.84) 587.24

Dividend

Considering the loss incurred during the year under review and the requirement of funds for future growth of the Company, the Board of Directors is not in a position to recommend any dividend for the year 2011-12.

Review of Operations

During the financial year under review, the turnover of the company has increased to Rs. 18900 Lakhs from Rs. 16497 Lakhs in the corresponding previous financial year, registering a growth rate of 14.56%. The company has posted a net loss of Rs. 2623.08 Lakhs for the financial year ended 31st March, 2012, which was mainly incurred on account of sales of redundant export stocks in the domestic market at discounted price. Your Company has been catering the international markets for the made-ups and the final products manufactured for international markets were never disposed in the domestic market as those products were based on the specific order and approved design of the customers. The rejection of the approved design, excess production against the order etc. were kept in the stocks and the same was not converted to cash awaiting better realization price. During the year, these stocks were disposed in the domestic market at price lower than international rate for bringing the cash flow.

Your Company has taken various cost effective methods resulting in better economies of production and purchases throughout the financial year.

Your company has continued to broad base the existing customer relationships in US and UK markets and these relationships spread over many long years showcase our ability in customer satisfaction and reliability. The Company emphasizes to create a network of buying houses, major retail outlets and commission agents and also develops the brand building exercise both internationally and domestically. The Indian economy showed a remarkable resilience in the aftermath of global economic slowdown in previous years. Your Company could secure good orders from international as well as domestic markets.

In the external scenario, the textile market witnessed unprecedented increase in cotton prices which had cascading effect on the entire supply chain, resulting instability in the price of the final products of the Company. The cost of production was high due to lower utilisation, increase in the interest rate of the term loan and working capital facilities availed from the Banks. Your Company was unable to run spinning and weaving units in its full capacity due to frequent power cuts. In order to execute the orders in time, some portion of the yarn and fabric were outsourced during the year.

During the year under review, the design division of the Company was hived off by incorporating a new entity viz. M/s. VTX Design Services Pvt. Ltd. for providing exclusive design services to parent and other textile companies. This entity shall develop new creative designs & patterns which meet the latest trends of the customers worldwide.

Mile Stones

Your Company has achieved another milestone by winning the "Five Star Supplier Award" awarded by Macy's Merchandising Group for 13th consecutive year, in recognition of its continued outstanding service to Macy's Merchandising Group. Your Company is the only Company achieves this mammoth feet in the entire Asian region.

Future

The growth and future of Indian textile industry depends upon various factors such as availability of raw material at reasonable rate, uninterrupted power supply, availability of manpower at competitive cost, foreign exchange fluctuation etc. However, the level of exports in textiles from developing countries is increasing even if in the presence of high tariffs and quantitative restrictions by economically developed countries. The Company has planned to enter into the domestic market to increase the utilisation of the various multi-location plants.

The future of your Company's performance looks very promising since the project expansion programme of the company successfully completed during last year and with increased production capacity, the company is in a position to meet its international as well as domestic orders in time.

Your Company progressively entered into hospitality segment comprising hotels and hospitals both in India and aboard. The responses and enquires received in various domestic textile fairs participated by Company, from hospital and hospitality customers, are positive and gives a boost to increase its foothold in the domestic market. Your company enters into new international markets like South Africa, Brazil, Argentina, Australia, Japan, France etc. and it is expected to make consistent growth of the business in the coming years.

Internal Control System and their adequacy

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection for the Company's resources, provision of accurate and speedy financial reports and compliance with the company's policies, procedures and legal obligations. The audit Committee meets periodically with the Management, Internal Auditors and Statutory Auditors to review the internal audit and internal control systems.

Subsidiaries

Your company has two subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 on consolidated financial statements and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors form part of the Annual Report.

Dematerialization

Out of the 181,69,240 shares, 172,55,053 equity shares stands dematerialized as on 31st March, 2012. M/s. Link Intime India Private Limited, Mumbai, having its branch office at Coimbatore has been retained as the Registrar and Transfer Agents of the Company for all shares both in electronic and physical form.

Listing of Shares

The shares of your Company have been listed in M/s. Bombay Stock Exchange Limited, Mumbai and M/s. Madras Stock Exchange Limited, Chennai.

Directors

Keeping in mind the changing scenario of the business being done by our Company and the changes in the Board of Directors of the Company during the financial year under review, the Board felt the significance to broad base the Board of Directors of the company by inducting more Directors with professional skills and expertise in order to bring diversified proficiency and focused independence to the Board, which would help to shape the strategies for forthcoming growth of the Company. Accordingly, the Board of Directors appointed 3 new Directors to the Board of the Company, a brief profile of them is given under.

New Directors:

The Board of Directors appointed Sri. S. Shreenivasa Rao, Sri. Mohan Rao and Sri. J. Balamurugan as new Directors of the Company to fill the causal vacancies in the Board of Directors.

Sri. S. Shreenivasa Rao is a Post Graduate in Indl. Engg. & Management from NITIE, Mumbai with B. Tech (Elect.) Graduation from 1IT, Delhi. He is having over 38 years vast industrial experience and had served in senior management positions for big Groups viz. Forbes Group Co. (art of TATAs) and TVS, for a period of around 22 years. At present, he is running own Textile business at Hyderabad.

Sri. Mohan Rao is a B. Tech (Textile Technology) Graduate of IIT Delhi with 37 years of multifaceted consulting and operational experience. He had served as President-Group Operations for M/s. Himatsingka Seide Ltd., Bangalore where he joined as General Manager in 1988, for a period of 20 years. He had also served as General Manager-Management Services for M/s. Gherzi Textile Orgnisation, Bangalore, a premier consulting organization to the textile industry. Presently, he is engaged as a Management Consultant to the Corporates.

Sri. L. Balamurugan is a Bachelor of Engineering (Electronics & Communication) from Regional Engineering College, Trichv and has done Management program for Entrepreneurial Firms ('MPEF') from IIM Bangalore. He is an Entrepreneur and having managing experience in the businesses of Cotton Yam Spinning, Sheet Metal products, IT infrastructure, On-line services and aftermarket automotive enhancements. He was past Chairman of Confederation of Indian Industry, Coimbatore Zone.

Outgoing Directors:

During the year under review, Sri. N. Balakrishnan, Sri. Vijay Raghunath and Sri. Durai Ramaswamy who were Directors of the Company, vacated their offices of the Directors due to personal and health reasons. Capt. K.V. Narayanan vacated his office of the Director effective 10.05.2012 due to health reasons. All these Directors contributed immensely for the growth of the company and the Board places on record its appreciation for the valuable services rendered by them and for the wholehearted support & advice given to the company during their tenure in the Company.

Directors retire by rotation:

Sri. K. Selvaraj and Sri. Mohan Rao, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Fixed Deposits

In terms of the provisions of Sec. 58A, the company has not accepted any deposits from the public during the financial year under review. There was no refund claim of the Fixed Deposits during the year under review and the unclaimed Fixed Deposits as on 31.03.2012 was Rs. 11.27 lakhs.

Auditors

The term of Auditors M/s. Suri & Co., Chartered Accountants, Coimbatore, expires at the end of the ensuing Annual General Meeting and they are eligible for re-appointment. The Audit Committee has recommended their re- appointment. The requisite certificate from Auditors, pursuant to Section 224(1B) of the Companies Act, 1956, has been received by the Company.

Cost Auditors

The Board of Directors has appointed M/s. P. Mohan Kumar & Co., Cost Accountants, Coimbatore as Cost Auditors of the Company for the financial year 2011-12. The Cost Auditing for the said financial year is under process and the Cost Audit report along with Auditor's observations and suggestions, and Annexure shall be filed to the Central Government before its due date i.e. within 180 days from the close of the Company's financial year to which the report relates.

Directors' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors do hereby confirm that:

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 suitable accounting policies and applied them consistently and made judgment's 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 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 the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

d. the Directors had prepared the Annual Accounts on a going concern basis.

The particulars required by Section 217 (l)(e) of the Companies Act, 1956, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are provided as the annexure to this report.

In terms of Section 217 (2A) of the Companies Act, 1956 read with Rule 1A of Companies (Particulars of Employees) Amendment Rules, 2011, the Company has no employee drawing salary exceeding Rs. 60 lakhs per annum or Rs. 5 lakhs per month during the year under review.

Corporate Governance

Your company has complied with Corporate Governance norms as stipulated under clause 49 of Listing Agreement entered into with Stock Exchanges. A detailed report on Corporate Governance forms part of this report. A certificate from statutory Auditors confirming the compliance of governance is attached to corporate governance report.

Management Discussion and Analysis Report

A review of Textile industry, its opportunities and threats, future outlook of the company etc. are covered under the Management Discussion and Analysis Report, which is attached to this report.

Human Resource Management / Industrial Relations

Your company had always been committed to maintain healthy, cordial and harmonious industrial relations at all levels. The work environment of the company is constantly being upgraded. The labor relations continued to be cordial throughout the year and industrial relations were excellent and harmonious.

Exemption U/s. 212(8) of the Companies Act, 1956.

In pursuance of the General Circular vide No.2/2011 dated 08.02.2011, issued by the Ministry of Corporate Affairs, New Delhi, read with Section 212(8) of the Companies Act, 1956, your company is exempted from attaching the Balance Sheet and Profit & Loss Account of the Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with the report of Board of Directors and report of Auditors' thereon, with the company's accounts for the year ended 31st March, 2012. Accordingly, the Audited accounts and reports of Directors and Auditors of the said subsidiary companies are not attached to the Balance Sheet of the Company. However, the accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors' forms part of the annual report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will be available at the registered office of the Company and at the' respective subsidiary companies and any shareholders can inspect the same during the business hours of any working day.

Acknowledgement

Your Directors place on record their appreciation of co-operation and support extended by shareholders, customers, bankers and all governmental and statutory agencies. Your Directors also thank the employees for their valuable contribution during the year and look forward to their continued support in the years to come. By the Order of the Board

For VTX Industries Limited

Date : 29.05.2012 A.L. Ramachandra

Place : Coimbatore Chairman & Managing Director

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 57th Annual Report and the Audited Accounts for the financial year ended 31st March, 2011.

Financial Results:

(Rs. in lakhs)

Particulars 2010-11 2009-10

Profit before Interest, Depreciation and Tax 3854.73 2269.61

Less: Interest 1951.69 1255.99

Depreciation 1057.94 547.63

3009.63 1803.62

Profit / (Loss) before Tax 845.10 465.99

Less: Provision for Taxation 131.16 94.78

Less : Provision for diminution in value of Investment in WOS - 8.93

Profit/ (Loss) after Tax 713.94 362.28

Add: Brought forward from previous year - (819.38)

Less: Transfer from General Reserve - 563.04

Amount available for Appropriation 713.94 105.94

Transfer to General Reserve - -

Proposed Dividend @ 6% 109.02 90.85

Corporate Tax on Dividend 17.68 15.09

Balance carried to Balance Sheet 587.24 -

713.94 105.94

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.60 per equity share of Rs. 10/- each.

Review of operations

During the financial year under review, the turnover of the Company has increased to Rs. 164.42 Crores from Rs. 113.26 Crores in the corresponding previous financial year, registering a growth rate of 45%. The Company has posted a net profit of Rs. 713.94 Lakhs for the financial year ended 31st March, 2011 as against Rs. 362.28 Lakhs for the corresponding previous year, registered a growth rate of 97%. During the year, the Indian economy showed a remarkable resilience in the aftermath of global economic slowdown in previous years. The Company could secure good orders from international as well as domestic markets.

The production during the year was gradually augmented after successfully completing its project expansion programme and the full utilization of the enhanced production facility shall be achieved in the financial year 2011-12, which would support to attain higher turnover and profitability in the ensuing years. Your Company has taken various cost effective methods resulting in better economies of production and purchases throughout the financial year.

The Company has received good response and enquires from the international trade fairs it attended and it explores and enters into new markets in South Africa, Australia, South America and a few other European countries. It is always emphasized to broad base the existing customer relationships in US and UK markets and also to create a network of buying houses, major retail outlets and commission agents. The Company develops the brand building exercise both internationally and domestically.

Mile Stones

Your Company has achieved yet another milestone by winning the "Five Star Award" awarded by Macy's Merchandising Group for 12th year in a row in recognition of its continued outstanding service to Macy's Merchandising Group. Your Company is the only Company to achieve this mammoth feet in the entire Asian region.

Future

The future of your Company's performance looks very promising since the project expansion programme of the Company successfully completed during the year under review and with increased production capacity, the Company is in a position to meet its international as well as domestic orders on time.

The growth and future of Indian textile industry depends upon various factors such as availability of raw material, low-priced man power, favorable government policies etc. The revival of major economies like US and European Union also plays a significant role for the future of textiles industry.

Your Company progressively enters into hospitality segment comprising hotels and hospitals both in India and aboard. The response and enquires received from hospital and hospitality customers, in various domestic textile fairs participated by Company is positive and gives a boost to increase its foothold in the domestic market.

Change in Company's Name

Your Company' name was changed from Vijayeswari Textiles Limited to VTX Industries Limited with effect from 05.01.2011, after obtaining necessary approval from Registrar of Companies, Coimbatore. The new name reflects Company's multi-various activities which would cater various business opportunities and growth in future.

Internal control system and their adequacy

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection for the Company's resources, provision of accurate and speedy financial reports and compliance with the Company's policies, procedures and legal obligations. The audit Committee meets periodically with the management, internal auditors and statutory auditors to review the internal audit and internal control systems.

Subsidiaries

Your Company has two subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 on consolidated financial statements and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors form part of the annual report.

Dematerialization

Out of the 181,69,240 shares, 172,17,703 equity shares stands dematerialized as on 31st March 2011. M/s. Link Intime India Private Limited (Formerly known as Intime Spectrum Registry Ltd), Mumbai, having its branch office at Coimbatore has been retained as the Registrar and Transfer Agents for all shares both in electronic and physical form.

Listing of Shares

Your Company is listed on the Bombay Stock Exchange Limited, Mumbai and the Madras Stock Exchange Limited, Chennai.

Status of Project Expansion Programme

The project expansion programme of the Company has been successfully completed during the year and the proposed full utilization of all its installed facilities is expected to yield good results in the coming years. To part finance the expansion project, the Company during March 2007 had come out with a public Issue of 90,00,000 Equity shares of Rs. 10/- each at price of Rs. 100/- for cash at a premium aggregating to Rs. 90 crores. Utilization thereof is furnished in the notes on accounts.

Directors

Sri. K. Rajagopal

With deep regret, we inform the members about sad demise of our beloved Founder Director and Chairman of the Company Sri. K. Rajagopal, on 16.01.2011.

Sri. K. Rajagopal has been an inspiring leader throughout his life time and his contribution to the society and the entire textile industry is truly unforgettable. He was man of principles, an able administrator and was simple and compassionate. Under his Chairmanship, our Company has grown leaps and bounds and is one of the best textile companies in Coimbatore. He was also the Chairman of Southern India Mill Owners Association ('SIMA') and Indian Cotton Mills Federation ('ICMF') and was also a Committee Member of the Federation of Indian Chambers of Commerce and Industry. Sri. K. Rajagopal is credited with bringing about many revolutionary changes to golf in India and he has served for five terms as president of the Indian Golf Union ('IGU'), the premier body of golf in India. The Board of Directors places on record its appreciation for the valuable services rendered by Sri. K. Rajagopal and for the wholehearted support & advice given to the Company during his tenure.

Sri. M. D. Selvaraj who was Independent Director of the Company, has not opted for reappointment at last Annual General Meeting due to pre-occupation and vacated the office on 31.07.2010. The Board of Directors places on record its appreciation for the contributions and valuable services rendered by Sri. M. D. Selvaraj, during his tenure.

The Board of Directors at the meeting held on 29.10.2010, re-appointed Smt. Jayanthi Ramachandra as Joint Managing Director of the Company for a further period of 3 years, subject to the approval of the members at ensuing Annual General Meeting.

Consequent to the demise of Sri. K Rajagopal, Ex-Chairman & Managing Director, the Board of Directors at the meeting held on 10.03.2011 unanimously appointed Sri. A. L. Ramachandra, Managing Director, as Chairman & Managing Director and Smt. Jayanthi Ramachandra, Joint Managing Director, as Managing Director of the Company, on the same remuneration and terms & conditions of the existing appointment.

Capt. K.V. Narayanan and Sri. N. Balakrishnan, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Fixed Deposits

In terms of the provisions of Sec.58A, the Company has not accepted any deposits from the public during the financial year under review. The unclaimed Fixed Deposits as on 31.03.2011 are Rs. 11.19 lakhs as against Rs. 12.04 lakhs as on 31.03.2010.

Auditors

M/s. Subbachar & Srinivasan, Auditors of the Company retire at the ensuing Annual General Meeting and they have not opted for reappointment. The Board proposes to appoint M/s. Suri & Co., Chartered Accountants, as statutory Auditors of the Company subject to the approval of the members at the ensuing Annual General Meeting. The requisite certificate from Auditors, pursuant to Section 224(1B) of the Companies Act, 1956, has been received.

The Board of Directors places on record its appreciation for the valuable services rendered by M/s. Subbachar & Srinivasan, Chartered Accountants, during their long term association with the Company.

Directors' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors do hereby confirm that:

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 suitable 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 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. the Directors had prepared the Annual Accounts on a going concern basis.

The particulars required by Section 217 (1) (e) of the Companies Act, 1956, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are provided as the annexure to this report.

In terms of Section 217 (2A) of the Companies Act, 1956, read with Rule 1A of Companies (Particulars of Employees) Amendment Rules, 2011, the Company has no employee drawing salary exceeding Rs. 60 lakhs per annum or Rs. 5 lakhs per month during the year under review.

Corporate Governance

Your Company has complied with corporate governance norms as stipulated under clause 49 of Listing Agreement entered into with Stock Exchanges. A detailed report on Corporate Governance forms part of this report. A certificate from statutory auditors confirming the compliance of governance is attached to corporate governance report.

Management Discussion and Analysis Report

A review of Textile industry, its opportunities and threats, future outlook of the Company etc. are covered under the Management Discussion and Analysis Report, which is attached to this report.

Human Resource Management / Industrial Relations

Your Company had always been committed to maintain healthy, cordial and harmonious industrial relations at all levels. The work environment of the Company is constantly being upgraded. The labour relations continued to be cordial throughout the year and industrial relations were excellent and harmonious.

Exemption U/s. 212 from Ministry of Corporate Affairs

In pursuance of the General Circular vide No.2/2011 dated 8th February 2011, issued by the Ministry of Corporate Affairs, New Delhi, read with Section 212(8) of the Companies Act, 1956, the Company is exempted from attaching the Balance Sheet and Profit & Loss Account of the Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with the report of Board of Directors and report of Auditors' thereon, with the Company's accounts for the year ended 31st March, 2011. Accordingly, the Audited accounts and report of Directors and Auditors of the said subsidiary companies are not attached to the Balance Sheet of the Company.

As per the conditions of the said General Circular, the accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors' forms part of the annual report.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will be available at the registered office of the Company and at the respective subsidiary companies and any shareholders can inspect the same during the business hours of any working day.

Acknowledgement

Your Directors place on record their appreciation of co-operation and support extended by shareholders, customers, bankers and all Government & statutory agencies. Your Directors also thank the employees for their valuable contribution during the year and look forward to their continued support in the years to come.

By the Order of the Board For VTX Industries Limited

(Sd.) A.L. Ramachandra Chairman & Managing Director

Date : 28.05.2011 Place : Coimbatore

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Mar 31, 2010

The directors have pleasure in presenting the 56th Annual Report and the Audited Accounts for the financial year ended 31st March , 2010.

Financial Results:

Rs. in lakhs Particulars 2009 - 10 2008- 09

Profit before Interest, Depreciation and Tax 2269.61 223.55

Less : Interest 1255.99 1408.72

Depreciation 547.63 685.20

1803.62 2093.92

Profit/(Loss) before Tax 465.99 (1870.37)

Less : Provision for Taxation 94.78 (651.64)

Less Provision for diminution in value of

Investment in WOS 8.93 -

Profit/(Loss) after Tax 362.28 (1218.73)

Add : Brought forward from previous year (819.38) 399.35

Less : Transfer from General Reserve 563.04 --

Amount available for Appropriation 105.94 (819.38)

Transfer to General Reserve Proposed Dividend @ 5% (out of past reserves) 90.85 --

Corporate Tax on Dividend 15.09 --

Balance carried to Balance Sheet - (819.38)

105.94 (819.38)

Dividend

The Board of Directors have recommended a dividend of Re.0.50 per Equity Share of Rs.10/- each (out of past reserves)

Review of operations

During the year under review, your Companys performance in terms of turnover remains stagnant despite the financial hardships in the first two quarters. As a result, your companys performance though hit hard by global recession in the first quarter has shown considerable performance in the next three successive quarters. The stimulus packages announced by the Government of India have also resulted in positive impact on the performance of textile industries as a whole. The recessionary trend in the export market to some extent appears to be lessening but the impact continues to be felt by the Indian textile industries. During the year under review, your Company has received good response from the international trade fairs it attended and enquires from various customers are encouraging. Your Company has taken various effective cost control methods resulting in better economies of production and purchases throughout the financial year 2009-2010 which might help the Company to overcome the recessionary trend in the export market.

During the year under review, your company has made attempts to foray into domestic arena as well and is trying to gain a reasonable market share in the Indian domestic market particularly in the hospitality segment viz., hotels and hospitals.

Milestone

Your company has achieved yet another milestone by winning the "Five Star Award" awarded by

Macys Merchandising Group for 11th year in a row- in recognition of its continued outstanding service to Macys Merchandising Group. Your Company is the only company to achieve this mamooth feet in the entire Asian region.

Future

The future of your Companys performance looks promising and the reason being that the project expansion programme has reached the final phase and is expected to provide with increased capacity from financial year 2010-11 onwards. The current scenario turns out to be robust and are likely to favour the Indian textile industries in near future. The Government particularly Ministry of Textiles has devised various policies to counter the impact of global recession by way of extending TUF subsidy and other measures for the growth of Indian textile industries.

The future of Indian textile industries hinges on various other factors such as raw material availability, cheap man power and government policies etc. The revival of major economies like US and European Union also plays a significant role for the future of textile industries which nearly accounts for 50% of export market for bed linen products and home textiles.

Your Company is making ail attempts to explore newer markets in the South American continent like Brazil, Argentina and Columbia. Your Company is slowly making inroads in the domestic market comprising hotels and hospitals. The response received in various domestic fairs participated by the Company from hospital and hospitality customers is positive and gives a boost to increase its foothold in the domestic market.

Internal control system and their adequacy

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection for the Companys resources, provision of accurate and speedy financial reports and compliance with the companys policies, procedures and legal obligations.

The audit Committee meets periodically with the management, internal auditors and statutory auditors to review the internal audit and internal control systems.

Subsidiaries

In line with the requirement to present consolidated accounts, the consolidated financials of the Company including subsidiaries have been included in this annual report Statement required under Section 212 is attached in this report.

Dematerialization

Out of the 181,69,240 shares, 171,96,373 equity shares stands dematerialized. M/s Link Intime India Private Limited (Formerly known as Intime Spectrum Registry Ltd), Mumbai having its branch office at Coimbatore have been retained as the Registrar and Transfer Agents for all shares both in electronic and physical form.

Initial Public Offering of Equity Shares

To part finance the expansion project, the Company during March 2007 had come out with a public Issue of 90,00,000 Equity shares of Rs.10/- each at price of Rs.100/- for cash at a premium aggregating to Rs.90 crores. The details of such utilization are furnished in the notes on accounts. The expansion project plan is nearing completion and is expected to be in full operations from the financial year 2010-11.

Listing of Shares

Your Company is listed on the Bombay Stock Exchange Limited, Mumbai and the Madras Stock Exchange Limited, Chennai.

Status of Project Expansion Programme

The project expansion programme of the company has reached its final phase of completion and the proposed utilization of all its installed facilities is expected to yield good results in the coming years.

Directors

In accordance with the provisions of the Articles of Association, the following Directors retire by rotation at the ensuing Annual General meeting and / are eligible for re - appointment.

1. Sri. V. Dharmaraj

2. Sri. P. Vijay Raghunath

3. Sri. M.D. Selvaraj

The Board of Directors at their meeting held on 29.05.2010 have re-appointed Sri. K. Rajagopal as Chairman and Managing Director for a period of 3 years w.e.f 26lh October 2010. Necessary resolution has been proposed for the approval of the shareholders at the ensuing Annual General Meeting of the Company- Unclaimed Fixed Deposits

Unclaimed Fixed Deposits as on 31.03.2010 are Rs.12.04 lakhs as against Rs.12.46 lakhs as on 31.03.2009

Auditors

M/s. Subbachar & Srinivasan retire in the ensuing Annual General Meeting and are eligible for reappointment.

Directors Responsibility Statement

In terms of Section 217 (2 A A) of the Companies Act, 1956 the Directors confirm that they have:

a. followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanations relating to material departures;

b. selected suitable 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 of the company for that period;

c. 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, and

d. prepared the Annual Accounts on a going concern basis.

Other information

Particulars as required by Section 217 (1) (e) of the Companies Act, 1956, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided as an annexure to this report. In terms of sub-section (2A) of Section 217 of the Companies Act, 1956, the Company has no employee drawing salary exceeding Rs.24 lakhs per annum or Rs.2 lakhs per month during the year under review- Corporate Governance

A separate report on the compliance with Clause 49 of the Listing Agreement with the Stock Exchanges and the Auditors Certificate on its compliance form part of this Report.

Approval from Ministry of Corporate Affairs

The Company has obtained approval from the Ministry of Corporate Affairs, New Delhi vide letter No: 47/74/2010 - CL - III dated 05th February, 2010 in terms of Section 212(8) of the Companies Act, 1956 exempting the Company from attaching the Balance Sheet and Profit & Loss, Account of the Subsidiaries namely (1) Vijayeswan UK Ltd (2) Vijayeswari USA LLCalong with the report of Board of Directors and that of Auditors thereon, with the companys accounts for the year ended 31st March, 2010. Accordingly, the Audited accounts and report of Directors & Auditors of the subsidiary companies (1) Vijayeswari UK Ltd (2) Vijayeswan USA LLC are not attached to the Balance Sheet of the Company.

As directed by the Central Government, the accounts of the subsidiaries are consolidated with the accounts of Company in accordance with Accounting Standard 21 (AS 21) prescribed by the Institute of Chartered Accountants of India and Listing Agreement prescribed by Securities Exchange Board of India. The Consolidated accounts duly audited by the statutory auditors and the consolidated balance sheet information form part of the annual report.

The annual accounts, reports and other documents of the subsidiary companies will be made available to the members and investors upon receipt of a request from them.

The annual accounts of the subsidiary companies will be available at the registered office of the Company and at the respective subsidiary companies concerned. Any member or investor can inspect the same during the business hours of any working day.

The Board wishes to acknowledge with thanks the continued assistance from the bankers Andhra Bank, Oriental Bank of Commerce, Indian Overseas Bank, United Bank of India, UCO Bank and Yes Bank.

Your Directors take this opportunity to thank all the customers, employees and shareholders of the Company for their cooperation extended to the Company.

Acknowledgement

By the Order of the Board For Vijayeswari Textiles Limited

Date : 29.05.2010 (Sd.) K. Rajagopal

Place : Coimbatore Chairman & Managing Director