Directors Report of Ambika Cotton Mills Ltd.

Mar 31, 2018

The directors have great pleasure in submitting the Thirtieth Annual Report together with the audited accounts for the year ended 31st March 2018.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2018 are furnished below: (Rs. in Lakhs)

	CURRENT YEAR 2017-18	PREVIOUS YEAR 2016-17
Sales & Other Income	58569.81	52944.78
Profit Before Finance Cost and Depreciation	11342.44	10525.30
Less: Finance Cost	492.86	383.95
Gross Profit For the Year	10849.58	10141.35
Less : Depreciation	2887.60	2934.86
Profit before Tax	7961.98	7206.49
Less : Tax Expense	1855.21	1632.66
Profit after Tax	6106.77	5573.83
Other Comprehensive income	-7.22	-4.83
Total Comprehensive income for the year	6099.55	5569.00
Add: Opening Balance of retained earnings	20841.22	16272.22
Amount available for appropriation	26940.77	21841.22
Less: Appropriations
Transfer to General Reserve	1000.00	1000.00
Interim Dividend on Equity Shares	572.50	0.00
Dividend Tax on Interim dividend	116.55	0.00
Closing Balance of retained earnings	25251.72	20841.22

TRANSISTION TO IND AS

The Ministry of Corporate Affairs (MCA) has notified the applicability of Indian Accounting Standards (Ind AS) in the place of existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 to certain classes of companies. Accordingly these are the company’s first IND AS financial statements. The date of transition to IND AS is 1st April 2016. Note 31.13 to the financial statements provides further details on First time IND AS Adoption reconciliations.

PERFORMANCE AND STATE OF AFFAIRS

The Company’s Total Income and Gross profit amounted to Rs. 58569.81 Lakhs (Previous year Rs. 52944.78 Lakhs) and Rs.10849.58 Lakhs (Previous year Rs. 10141.35 Lakhs). This represents growth of 10.62% in total income as compared to 7.15% growth in the previous year and growth of 6.98% in Gross Profit as against growth of 13.97% in the previous year.

For the year Company’s Direct Export Turnover amounted to Rs.32728.88 Lakhs as compared to Rs.24965.35 Lakhs in the previous year representing a growth of 31.10% (Previous Year decline of 3.83% )

In terms of percentage the export turnover constituted 57.46% of the net sales as against 48.39% in the previous year.

The Company continued its focus on product innovation, broad basing product profile , working on value added products having better margins without orientation to export/ domestic markets and catering to reputed manufactures of upstream products. This policy orientation has contributed to the sustained financial performance of the company.

During the year the Company has further invested Rs.3203.82 Lakhs in Knitting segment and operationalized the knitting capacity of converting yarn into fabric for 30,000 Kgs per day. It is further proposed to invest during the current year an estimated amount of Rs.1300 Lakhs for additional conversion capacity of 7000 Kgs per day.

The Company is not carrying any long term debt.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10.00 Crores to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Board of Directors have declared and paid interim Dividend for FY 2017-18 as under

Rate of Dividend	Dividend per equity share	Amount of Dividend
	(Rs.)	(Rs.in Lakhs)
100%	10	572.50

The Board of Directors have recommended payment of final dividend for FY 2017-18 as under

Rate of Dividend	Dividend per equity share	Amount of Dividend
	(Rs.)	(Rs.in Lakhs)
250%	25	1431.25

If approved by the members at the Annual General Meeting ( AGM) to be held on 27.09.2018 , the interim Dividend and proposed Final Dividend would result in cash outflow of dividend Rs.2003.75 Lakhs and dividend distribution tax Rs.410.75 Lakhs for FY 2017-18 .The payout ratio of dividend and dividend tax works out to 39.54%.

DIRECTORS

In terms of requirement of Section 149 of the Companies Act, 2013, the Independent Directors of the company are Sri.K.N.Sreedharan, Dr.K.Venkatachalam and Sri.E.M. Nagasivam.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs.Vidya Jyothish Pillai (DIN 05215930) Director, who retires by rotation and being eligible, offers herself for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act 2013, your directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. Accounting policies selected have been applied consistently. Reasonable and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2018 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

v. Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

MEETINGS OF THE BOARD

The Board held four meetings during the Financial Year 2017-18 namely, May 27,2017, August 12,2017, November 14,2017 and February 10, 2018 .

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act,2013, stating that they meet the criteria of independence as provided in sub-section(6).

DEPOSITS:

The Company has not accepted any deposits from the public and therefore furnishing of details in terms of Rule 8(v) &(vi) of Companies (Accounts) Rules ,2014 does not arise.

AUDITORS

Srikishen & Co., Chartered Accountants, ICAI Registration No.004009S was appointed as the Statutory auditors for a continues period of five years from the conclusion of 29th AGM till the conclusion of 34 th AGM.

Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of the Company under Section 141 of the Companies Act, 2013 and further submitted the Peer Review Certificate dt:04.08.2016 issued to them by Institute of Chartered Accountants of India (ICAI).

AUDITORS’ REPORT

The Auditors’ Report to the Shareholders does not contain any reservation, qualification or adverse remark.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,2013, and the Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014, the Company has appointed Sri. Sundararajan Baalaji, Practising Company Secretary to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records and Audit ) Amendment Rules ,2014, cost audit records are maintained by the Company. As required under Companies Act,2013, a resolution seeking approval of the members in this regard is included in the Notice convening the Annual General Meeting. Cost Audit Report for the year ended 31st March, 2018 will be submitted in due course.

INTERNALFINANCIALCONTROLS

The Company has in place internal financial controls systems, commensurate with the size and nature of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

AUDIT COMMITTEE

The Audit Committee was constituted by the Board at its meeting held on 31.01.2001. The Committee now comprises of Directors Sri. K.N.Sreedharan, Dr. K.Venkatachalam, Mrs .Vidya Jyothish Pillai and Sri. E.M.Nagasivam. Sri. E.M.Nagasivam was co-opted as a member of Audit Committee by the Board at its meeting held on 10.02.2018

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism /Whistle Blower Policy for Directors and Employees to report genuine concerns about any wrongful conduct with respect to the Company of its business or affairs. The details of the Vigil Mechanism / whistle Blower Policy are available on the Company’s website www.acmills.in

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Corporate Social Responsibility Committee consists of Directors Sri. P.V.Chandran Dr.K.Venkatachalam and Mrs.Bhavya Chandran as members of the committee. The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, which has been approved by the Board, the details of the same are made available on the Company’s website www.acmills.in.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee presently consists of Directors Sri.K.N.Sreedharan ,Dr. K.Venkatachalam, and Mrs. Bhavya Chandran.

The Company has formulated the policy in this regard prescribing the criteria for determining qualifications positive attributes and independence of a director and the main attribute focused on is positive value creation and contribution in respect of ongoing activities of the Company and its value enhancement with adequate qualifications and independence. Details of the policy are made available in the Corporate Governance Report and on the Company’s website www.acmills.in.

RISK MANAGEMENT POLICY

The Risk Management Committee consists of Directors Sri.P.V.Chandran, Dr.K.Venkatachalam and Mrs. Vidya Jyothish Pillai. The company has developed and adopted a detailed Enterprise Risk Management Policy to sustain the operations of the Company and the same is disclosed in the website of the Company, www.acmills.in.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders relationship consists of Directors Dr.K.Venkatachalam, Mrs. Vidya Jyothish Pillai and Mrs. Bhavya Chandran . The Company has formulated policy for early resolution of stakeholders’ grievances and the same is made available in the company’s website www.acmills.in.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

There is no appointment of Key Managerial personnel during the year.

SUBSIDIARIES

The company does not have any subsidiaries.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no Significant Material Orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investments or given any loans or guarantees or provided any security in connection with a loan to any person or body corporate, as defined under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company does not have any related party transactions as defined in Section 188 of the Companies Act, 2013 hence Form AOC-2 is not enclosed.

MATERIAL CHANGES AND COMMITMENTS

There were no Material changes and Commitments affecting the financial position of the Company that have occurred between the end of the financial year March 31,2018 to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

BOARD EVALUATION

The Board has carried out an annual Performance evaluation of its own performance and that of its Committees and individual Directors .Further the independent Directors have carried out review of performance of non- independent directors and the Board as a whole, performance of the Chairperson and further made an assessment of quality, quantity and timelines of flow of information between the Company management and the Board for effective and reasonable performance of its duties.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -1.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange Earning and outgo, as required to be disclosed under the Act, are set out in Annexure - II to this report.

CSR EXPENDITURE

The requirement to spend in this regard is Rs.129.77 Lakhs( Previous year Rs. 121.59 Lakhs) @ 2% of 3 years average net profit of the Company and the Company has spent Rs 136.32 Lakhs(Previous year Rs. 123.02 Lakhs) on various CSR activities which are into (i) Rural Development, (ii) Education (iii)Animal Protection (iv) Medical Support, (v) Relief to Poor and the details of expenditure are furnished in Annexure -III to this report.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed in Annexure IV to this report.

ADDITIONAL DISCLOSURES PURSUANTTO SEBI REGULATIONS

The additional disclosures pursuant to Regulation 34 (3) and 53 (f) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in respect (i) Management Discussion and Analysis (ii) Corporate Governance Report (iii) Related Party Disclosures for the year under review are given as a separate statement in the Annual Report.

By order of the Board

Sd/-

(P.V.CHANDRAN)

DATE : 11/08/2018 Chairman and Managing Director

PLACE : Coimbatore (DIN : 00628479)

---

Mar 31, 2015

Dear Members,

The directors have great pleasure in submitting the Twenty Seventh Annual Report together with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2015 are furnished below: CURRENT YEAR PREVIOUS YEAR 2015 2014 Rs. Rs.

Sales & Other Income 4958319864 4770831958

Profit Before Finance Cost and Depreciation 994101942 1033063175

Less: Finance Cost 63124228 120261790

Gross Profit For the Year 930977714 912801385

Less : Depreciation 293333103 316237718

Profit before Tax 637644611 596563667

Less : Tax Expense 125889272 115184093

Profit after Tax 511755339 481379574

Add: Surplus in Statement of Profit and Loss 1075341418 779880500

1587096757 1261260074

Less : Appropriation

Transfer to General Reserve 100000000 100000000

Proposed Dividend on Equity Shares 82250000 73437500

Dividend Tax 16744165 12480703

Prior Period Dividend & Dividend Tax 539 453

Surplus Carried over in Statement of Profit and Loss 1388102053 1075341418

PERFORMANCE AND STATE OF AFFAIRS

The Company's Total Income and Gross profit amounted to Rs.49583 Lakh (Previous year Rs. 47708 Lakh) and Rs.9310 Lakh (Previous year Rs.9128 Lakh). This represents growth in total income of 3.93% as compared to 19.85% in the previous year and growth in Gross Profit of 1.99% as against 34.06% in the previous year.

For the year Company's Direct Export Turnover amounted to Rs.28532 Lakh as compared to Rs. 29582 Lakh in the previous year representing a marginal decline of 3.55 % (Previous Year growth of 20.87%) . In terms of percentage the export turnover constituted 58.98% of the net sales as against 64.38% in the previous year.

The Company continued its emphasis on its core strength of making speciality yarn made up of superior cotton, offering products to the specific needs of the reputed customers, coupled with product innovation. This has largely contributed to the sustained financial performance of the company. It is relevant to note that the company's focus is to maximize its spindle EBITDA and its spindle EBITDA is one of the best in the standalone spinning industry.

During the year the Company has invested Rs.7.88 Crores for further strengthening of the production base and other modernization works which are met out of internal accruals and considerably reduced its long term debt from Rs.61.64 Crores to Rs.16.78 Crores.

The Company plans to setup another spinning unit of 30,000 spindles with 100% compact facility consisting of imported and indigenous machinery, together with required value addition in knitting facility at an estimated cost of Rs.130.00 Crores. The major cost of the scheme is proposed to be met out of internal accruals with minimum possible borrowing.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10.00 Crores to the General Reserve out of the amount available for appropriation.

DIVIDEND

The directors are pleased to recommend a dividend of 140% (Rs.14.00/- per share) for the year ended 31 March 2015 for your approval. The outflow on account of Equity Dividend would be Rs.822.50 Lakh (Previous year Rs. 734.37 Lakh) and dividend tax Rs.167.44 Lakh (Previous year Rs. 124.81 Lakh). The total payout will be Rs.989.94 Lakh (Previous year Rs. 859.18 Lakh). The payout ratio for the year works out to 16.07% as compared to 15.26% (exclusive of dividend tax) on the basis of PAT of FY 2015 & 2014.

DIRECTORS

Pursuant to the provisions of Section 149 of the Act, Sri K. N. Sreedharan, Dr K. Venkatachalam & Sri R. Soundararaja Perumal, were appointed as Independent Directors at the Annual General Meeting of the Company held on 24th September 2014.

IDBI has withdrawn its Nominee Director Sri G.Udayakumar with effect from 25.11.2014, consequent to repayment of its term loan. The Board wishes to place on record its appreciation of the services rendered by Sri G.Udayakumar during his tenure of office.

Mrs.Bhavya Chandran retires by rotation and being eligible offers herself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act 2013, your directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. Accounting policies selected have been applied consistently. Reasonable and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at the end of 31 March, 2015 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

v. Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

MEETINGS OF THE BOARD

During the year four Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act,2013, stating that they meet the criteria of independence as provided in sub-section(6).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report.

DEPOSITS

The Company has not accepted any deposits from the public and therefore furnishing of details in terms of Rule 8(v) &(vi) of Companies (Accounts) Rules ,2014 does not arise.

AUDITORS

The Auditors, M/ s L.Venkatasubbu & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013, they are eligible to be appointed for a maximum further period of two years. Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of the Company under Section 141 of the Companies Act, 2013 and further submitted the Peer Review Certificate dt: 13.11.2013 issued to them by Institute of Chartered Accountants of India (ICAI). The Board recommends the appointment of L.Venkatasubbu & Co, Chartered Accountants, as auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the next AGM.

AUDITORS' REPORT

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

SECRETARIAL AUDIT

The Secretarial Audit for the financial year ended March 31, 2015 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial controls systems, commensurate with the size and nature of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

AUDIT COMMITTEE

The Audit Committee was constituted by the Board at its meeting held on 31.01.2001. The Committee now comprises of Directors Sri. K.N.Sreedharan, Dr .K.Venkatachalam and Sri.R. Soundararaja Perumal and all of them are Independent Directors.

VIGIL MECHANISM /WHISTLE BLOWERPOLICY

The Company has in place a vigil mechanism /Whistle Blower Policy for Directors and Employees to report genuine concerns about any wrongful conduct with respect to the Company of its business or affairs. The details of the Vigil Mechanism / whistle Blower Policy are available on the Company's website www.acmills.in

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Corporate Social Responsibility Committee was constituted consisting of Directors Sri. P.V.Chandran, Dr.K.Venkatachalam and Sri.R.Soundararaja Perumal as members of the committee. The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board, the details of the same are made available in the Company's website www.acmills.in.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee was constituted in place of earlier Remuneration Committee and presently the members of the Committee are Directors Dr. K.Venkatachalam, Sri. R. Soundararaja Perumal & Mrs. Bhavya Chandran.

The Company has formulated the policy in this regard prescribing the criteria for determining qualifications positive attributes and independence of a director and the main attribute focused on is positive value creation and contribution in respect of ongoing activities of the Company and its value enhancement with adequate qualifications and independence. Details of the policy are made available in the Corporate Governance Report and in the Company's website www.acmills.in.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee was constituted consisting of Directors Sri.P.V.Chandran, Dr.K.Venkatachalam and Mrs. Vidya Jyothish Pillai. The company has developed and adopted a detailed Enterprise Risk Management Policy to sustain the operations of the Company and the same is disclosed in the website of the Company, www.acmills.in.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders relationship committee was constituted consisting of Directors Sri.R.Soundararajaperumal, Mrs. Vidya Jyothish Pillai & Mrs. Bhavya Chandran. The Company has formulated policy for early resolution of stakeholders' grievances and the same is made available in the company's website www.acmills.in.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

Sri.M.Vijayakumar was appointed as Chief Financial Officer (CFO) of the Company during the year. SUBSIDIARIES

The company does not have any subsidiaries.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no Significant Material Orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any investments or given any loans or guarantees or provided any security in connection with a loan to any person or body corporate, covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company does not have any related party transactions as defined in Section 188 of the Companies Act, 2013, hence, Form AOC - 2 is not enclosed.

MATERIAL CHANGES AND COMMITMENTS

There were no Material changes and Commitments affecting the financial position of the Company that have occurred between the end of the financial year 31.03.2015 to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

BOARD EVALUATION

The exercise of Board evaluation is to be carried out during the current financial year , as the requirement of the Companies Act, 2013, in this respect is to have composition of Board to have atleast one - third of the total number of directors as Independent Directors by 31.03.2015 and the same has been complied with by the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange Earning and outgo, as required to be disclosed under the Act, are set out in Annexure - II to this report.

CSR EXPENDITURE

The requirement to spend in this regard is Rs.88.31 lakhs @ 2% of 3 years average net profit of the Company and the Company has spent Rs.91.00 lakhs on various CSR activities which are into (i) Rural Development, (ii) Animal Protection, (iii) Education, (iv) Medical Support, (v) Relief to Poor and the details of expenditure are furnished in Annexure -III to this report.

PARTICULARS OF EMPLOYEES:

The statement relating to the employees who have drawn remuneration of the category specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed in Annexure -IV to this report .

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed in Annexure V to this Report.

By order of the Board Sd/-

DATE : 08/08/2015 (P.V.CHANDRAN)

PLACE : Coimbatore Chairman and Managing Director

---

Mar 31, 2014

Dear members,

The directors have great pleasure in submitting the Twenty Sixth Annual Report together with the audited accounts for the year ended 31st March 2014

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2014 are furnished below :

CURRENT YEAR PREVIOUS YEAR 2014 2013 Rs. Rs.

Sales & Other Income 4770831958 3980542390

Profit Before Finance Cost and Depreciation 1033063175 868785478

Less: Finance Cost 120261790 187886952

Gross Profit For the Year 912801385 680898526

Less : Depreciation 316237718 274332117

Profit before Tax 596563667 406566409

Less : Tax Expense 115184093 96725946

Profit after Tax 481379574 309840463

Add: Surplus in Statement of Profit and Loss 779880500 634906720

1261260074 944747183

Less: Appropriation

Transfer to General Reserve 100000000 100000000

Proposed Dividend on Equity Shares 73437500 55812500

Dividend Tax 12480703 9054183

Prior Period Dividend & Dividend Tax 453 0

Surplus Carried over in Statement of Profit and Loss 1075341418 779880500

DIVIDEND

The directors are pleased to recommend a dividend of 125% (Rs.12.50/- per share) for the year ended 31st March 2014 for your approval. The outflow on account of Equity Dividend would be Rs.734.37 Lakh (Previous year Rs.558.13 Lakh) and dividend tax Rs.124.81 Lakh (Previous year Rs.90.54 Lakh). The total payout will be Rs.859.18 Lakh (Previous year Rs.648.67 Lakh). The payout ratio for the year works out to 15.26% as compared to 18.01% (exclusive of dividend tax) on the basis of PAT of FY 2014 & 2013.

OPERATIONS:

The Company''s Total Income and Gross profit amounted to Rs.47708 Lakh (Previous year Rs.39805 Lakh) and Rs.9128 Lakh (Previous year Rs.6809 Lakh). This represents growth in total income of 19.85% as compared to 2.03% in the previous year and growth in Gross Profit of 34.06% as against 15.50% in the previous year .

For the year Company''s Direct Export Turnover amounted to Rs.29582 Lakh as compared to Rs.24475 Lakh in the previous year representing a growth of 20.87%(Previous Year 6.80 %) . In terms of percentage the export turnover constituted 64.38% of the net sales as against 63.57% in the previous year.

The Company''s constant focus on speciality yarn and versatile product mix, catering to the market leaders both in the domestic market and as well as in the international market, differing from majority yarn producers, has largely contributed to the overall improved financial performance of the company.

The Company has invested so far as upto 31.03.2014 Rs.22.30 Crores towards modernization of its Unit - I and implemented EHT facility (110 KVA Sub-Station) at a cost of Rs. 6.49 Crores ensuring dedicated electric supply exclusively to support the operations of Unit - II , III & IV within the factory premises of the company. Further the company has prepaid Rs.16.80 Crores of Term loans in the current year, thereby reducing the high cost term loans and the remaining term loans are covered under Technology Upgradation Fund Scheme(TUFS). All the investments and prepayment of Term loans are out of Company''s internal accruals.

MANAGEMENT''S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report.

DEPOSITS :

The Company has not accepted any deposits from the public.

DIRECTORS :

In compliance with the requirements of the Companies Act , 2013 and Listing Agreement , Independent Directors Sri K.N.Sreedharan, Sri K.Venkatachalam and Sri R.Soundararaja Perumal are appointed to hold office for a period of five consecutive years from the conclusion of this Annual General Meeting and are not liable to retire by rotation.

Mrs.Vidya Jyothish Pillai, Director retires by rotation and being eligible offers herself for re-appointment.

The notice convening the AGM includes the proposal / re- appointment of Directors

AUDITORS:

The Auditors, M/s L.Venkatasubbu & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting . As per the provisions of the Companies Act, 2013, they are eligible to be appointed for a maximum further period of three years . Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of the Company under Section 141 of the Companies Act, 2013 and further submitted the Peer Review Certificate dt: 13.11.2013 issued to them by Institute of Chartered Accountants of India (ICAI). The Board recommends the appointment of L.Venkatasubbu & Co, Chartered Accountants, as auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the next AGM.

COST AUDIT:

The company''s cost records are audited by Mr.G.Sivagurunathan, Cost Accountant, Coimbatore for the financial year ended 31.03.2013 and in respect of the same has submitted his report to the Central Government on 20.08.2013. He was re-appointed to conduct cost audit of cost records of the company for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act 1956, your directors state that: -

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Company has selected such accounting policies, applied them consistently, 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 financial year and of the profit of the company for that year.

3. The Directors have 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.

4. The Company has prepared the attached annual statement of accounts for the year ended 31st March 2014, on a going concern basis.

PARTICULARS OF EMPLOYEES:

The statement relating to the employees who have drawn remuneration of the category specified in Section 217(2A) of the Companies Act, 1956 is enclosed herewith.

DISCLOSURES OF PARTICULARS:

Particulars relating to conservation of energy, Technology absorption, Foreign Exchange Earning and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are set out separately and form part of this report.

By order of the Board Sd/- DATE : 09.08.2014 (P-V.CHANDRAN) PLACE : Coimbatore Chairman and Managing Director

---

Mar 31, 2013

The directors have great pleasure in submitting the Twenty Fifth Annual Report together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2013 are furnished below:

CURRENT YEAR PREVIOUS YEAR 2013 2012 Rs. Rs.

Sales and Other Income 398,05,42,390 390,12,85,314

Profit Before Finance Cost and Depreciation 86,87,85,478 78,67,26,186

Less: Finance Cost 18,78,86,952 19,71,94,036

Gross Profit For the Year 68,08,98,526 58,95,32,150

Less: Depreciation 27,43,32,117 26,80,13,695

Profit Before Tax 40,65,66,409 32,15,18,455

Less: Tax Expenses 9,67,25,946 8,26,97,109

Profit after Tax 30,98,40,463 23,88,21,346

Add : Surplus in Statement of Profit and Loss 63,49,06,720 53,02,25,734

94,47,47,183 76,90,47,080

Less : Appropriation

Transfer to General Reserve 10,00,00,000 10,00,00,000

Interim Dividend 0 1,17,50,000

Dividend Tax on Interim Dividend 0 19,06,144

Proposed Dividend on Equity Shares 5,58,12,500 1,76,25,000

Dividend Tax 90,54,183 28,59,216

Surplus Carried over in Statement of Profit and Loss 77,98,80,500 63,49,06,720



DIVIDEND

The directors are pleased to recommend a dividend of 95% (Rs.9.50/- per share) for the year ended 31st March 2013 for your approval. The outflow on account of Equity Dividend would be Rs.558.13 Lakh (Previous year Rs.293.75 Lakh) and dividend tax Rs.90.54 Lakh (Previous year Rs.47.65 Lakh). The total payout will be Rs.648.67 Lakh (Previous year Rs.341.40 Lakh). The payout ratio for the year works out to 18.01 % as compared to 12.30% (exclusive of dividend tax) on the basis of PAT of FY 2012 & 2013.

OPERATIONS

The Company''s Total Income and Gross profit amounted to Rs.39805 Lakh (Previous year Rs.39013 Lakh) and Rs.6809 Lakh (Previous year Rs.5895 Lakh). This represents growth in total income of 2.03% as compared to 19.22% in the Previous year and growth in Gross Profit of 15.50% as against decline of 29.85% in the Previous year as compared to the previous year.

For the year Company''s Direct Export Turnover amounted to Rs.24475 Lakh as compared to Rs.22916 Lakh in the previous year representing a growth of 6.80%. In terms of percentage the export turnover constituted 63.57% of the net sales as against 60.97% in the previous year.

The performance of the Company would exhibit that its constant efforts towards focusing on manufacturing of high quality speciality yarn has substantially strengthened its operational base both in our country and outside India ensuring constant demand for the products of the company. The usual factors, which continue to have a bearing over the operations of the company, in recent periods, such as volatility in cotton prices, fluctuation in foreign currency rates, adequate uninterrupted supply of power and cost of interest have a cumulative bearing over the operational performance of the company. The company would continue to make fine performance in the coming years on account of its strategic policies over sustaining of its operations. In order to strengthen and modernize its production base the company has embarked on, in modernizing its Unit-I at a cost of Rs.13.84 Crores, which will be met fully out of internal accruals of the company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report.

DEPOSITS

The Company has not accepted any deposits from the public.

DIRECTORS

Mrs. Bhavy a Chandr an Director retires by rotation and being eligible offers herself for re-appointment.

Sri.G.Udayakumar Director was appointed as a director of the Company with effect from 27.06.2012 as a Nominee Director of IDBI Bank Ltd in the place of Smt. Seethalakshmi Nagarajan.

The Remuneration of Sri. P.V. Chandran, Chairman and Managing Director of the Company is varied to provide for a remuneration of Rs. 2.00 Lakh per month plus commission at the reate of 2% of the net profit of the company without ceiling, as against the earlier ceiling of Rs. 75.00 Lakh per annum.

AUDITORS

M/s. L.Venkatasubbu & Co., Chartered Accountants, Auditors of the Company are to retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished the necessary certificate in terms of Section 224 of the Companies Act, 1956.

COST AUDIT

The company''s cost records are audited by Mr.G.Sivagurunathan, Cost Accountant, Coimbatore for the financial year ended 31.03.2012 and in respect of the same has submitted his report to the Central Government on 31.12.2012. He was re-appointed to conduct cost audit of cost records of the company for the financial year 2012-13 and 2013-14 upon his furnishing a certificate to the effect that he is independent, free from any disqualification and his appointment if appointed, will be within the limits as specified under the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2 A A) of the Companies Act 1956, your directors state that: -

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Company has selected such accounting policies, applied them consistently, 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 financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Company has prepared the attached annual statement of accounts for the year ended 31st March 2013, on a going concern basis.

PARTICULARS OF EMPLOYEES

The statement relating to the employees who have drawn remuneration of the category specified in Section 217(2A) of the Companies Act, 1956 is enclosed herewith.

DISCLOSURES OF PARTICULARS

Particulars relating to conservation of energy, Technology absorption, Foreign Exchange Earning and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are set out separately and form part of this report.

BY ORDER OF THE BOARD

Sd/-

Place : Coimbatore (P. V. CHANDRAN)

Date - 30 05 2013 Chairman and Managing Director

---

Mar 31, 2012

The directors have great pleasure in submitting the Twenty Fourth Annual Report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2012 are furnished below:

CURRENT YEAR PREVIOUS YEAR 2012 2011 Rs. Rs.

Sales and other Income 3,90,12,85,314 3,27,24,15,467

Gross Profit for the year 58,95,32,150 84,03,37,383

Less : Depreciation 26,80,13,695 24,21,96,256

Profit before tax 32,15,18,455 59,81,41,127

Less: Tax Expenses

Current Tax (MAT) 6,43,35,758 11,92,02,034

Less : MAT Credit 0 -9,80,22,617

Net Current Tax 6,43,35,758 2,11,79,417

Less : Deferred Tax 10,64,134 14,56,18,277

Less : MAT Credit Reversed 89,53,158 43,06,197

Less : Prior Period Income Tax 83,44,059 25,90,481

Profit after Tax 23,88,21,346 42,44,46,755

Add : Balance in Profit & Loss Account 53,02,25,734 23,91,15,361

76,90,47,080 66,35,62,116

Add : Depreciation Withdrawn 0 9,17,440

76,90,47,080 66,44,79,556

Less : Appropiration

Interim Dividend 1,17,50,000 1,17,50,000

Dividend Tax on Inteim Dividend 19,06,144 19,51,530

Transferred to General Reserve 10,00,00,000 10,00,00,000

Proposed Dividend on Equity Shares 1,76,25,000 1,76,25,000

Dividend Tax 28,59,216 29,27,292

Balance Carried Over in Profit & Loss Account 63,49,06,720 53,02,25,734

DIVIDEND

The company has paid an Interim dividend of 20% (Rs.2/- per share) during the year. The directors are pleased to recommend a Final dividend of 30% (Rs.3/- per share) for the year ended 31st March 2012 for your approval. The outflow on account of Eauity Dividend would be including interim dividend for the year works out to 50% (Rs.5/- per share) and the total payout will be Rs.293.75 Lakh (Previous year Rs. 293.75 Lakh) and dividend tax Rs.47.65 Lakh (Previous year Rs. 48.79 Lakh).

OPERATIONS:

The Companys Total Income and Gross profit amounted to Rs.39013 Lakh (Previous year Rs.32724 Lakh) and Rs.5895 Lakh (Previous year Rs. 8403 Lakh). This represents growth in total income of 19.22 % and decline in Gross Profit of 29.85% as compared to the previous year.

For the year Company's Direct Export Turnover amounted to Rs.22916 Lakh as compared to Rs. 17816 Lakh in the previous year representing a growth of 28.63%. In terms of percentage the export turnover constituted 60.97% of the net sales as against 55.94 % in the previous year.

The company continued its fine performance for the current year on the strength of its operational matrix, but was impacted on account of volatility in foreign currency, hike in interest cost,'instability in cotton prices and uninterrupted availability of power. Despite, the above constraints having a bearing on the overall performance, the company exhibited its strength as it can be seen from the financial results. As of now the company is focusing on debt reduction. The substantial investments made by the company over the years in spinning segment and wind energy would contribute sustainable revenue ensuring continued better performance of the company.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report.

DEPOSITS:

The Company has not accepted any deposits from the public.

DIRECTORS:

Sri. K.N.Sreedharan Director retires by rotation and being eligible offers himself for re- appointment.

Dr. K.Venkatachalam Director retires by rotation and being eligible offers himself for re- appointment.

Mrs. Vidya Jyothish was co-opted as an additional director of the company by the Board of Directors of the company at the meeting held on 14.02.2012.

Sri P.V. Chandran, Chairman and Managing Director is re-appointed for a period of 5 years to hold the office with effect from 01.04.2012 to 31.03.2017.

AUDITORS:

M/s. L.Venkatasubbu & Co., Chartered Accountants, Auditors of the Company are to retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished the necessary certificate in terms of Section 224 of the Companies Act, 1956.

COST AUDIT:

The companys cost records are audited by Mr. G. Sivagurunathan, Cost Accountant, Coimbatore for the financial year ended 31.03.2011 and in respect of the same has submitted his report to the Central Government on 30.09.2011. He was re-appointed to conduct cost audit of cost records of the company for the financial year 2011 - 12 and 2012 - 13 upon his furnishing a certificate to the effect that he is independent, free from any disaualification and his appointment if appointed, will be within the limits as specified under the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 21 7 (2AA) of the Companies Act 1956, your directors state that: -

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Company has selected such accounting policies, applied them consistently, 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 financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Company has prepared the attached annual statement of accounts for the year ended 31st March 2012, on a going concern basis.

PARTICULARS OF EMPLOYEES:

The statement relating to the employees who have drawn remuneration of the category specified in Section 217(2A) of the Companies Act, 1956 is enclosed herewith.

DISCLOSURES OF PARTICULARS:

Particulars relating to conservation of energy. Technology absorption, Foreign Exchange Earning and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are set out separately and form part of this report.

By order of the Board

Sd/- PLACE: Coimbatore (P.V.CHANDRAN)

DATE : 29.05.2012 Chairman and Managing Director

---

Mar 31, 2011

Dear Members,

The directors have great pleasure in submitting the Twenty Third Annual Report together with the audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2011 are furnished below:

CURRENT YEAR PREVIOUS YEAR

2011 2010

Rs. Rs.

Sales and other Income 3,27,24,15,467 2,23,13,91,816

Gross Profit for the year 84,03,37,383 44,63,45,979

Less : Depreciation 24,21,96,256 20,94,77,849

Profit before tax 59,81,41,127 23,68,68,130

Less: Provision for Taxation Current Tax (Minimum alternative tax) 11,92,02,034 4,02,50,000

Less : Minimum alternative tax credit 9,80,22,617 0

Net Current Tax 2,11,79,417 4,02,50,000

Less : Provision for Deferred Tax Liability 14,56,18,277 1,13,19,860

Provision for FBT 0 0

Profit after tax 43,13,43,433 18,52,98,270

Add: Balance in Profit & Loss Account 23,91,15,361 15,61,19,796 (Brought Forward From The Previous Year)

Excess Depreciation withdrawn 9,17,440 0

Prior Period Income Tax Written back 0 30,09,634

67,13,76,234 34,44,27,700

Less : Prior Period Income-tax Written Off 25,90,481 57,09,485

Prior Period FBT 0 60,090

Prior Period Expenses 0 89,90,472

MAT Credit Adjusted 43,06,197 0

66,44,79,556 32,96,67,653

Appropriations :

Interim Dividend 1,17,50,000 0

Tax on Interim Dividend 19,51,530 0

Proposed Dividend 1,76,25,000 1,76,25,000

Tax on Dividend 29,27,292 29,27,292

General Reserve 10,00,00,000 7,00,00,000

Balance Carried Over in Profit & Loss Account 53,02,25,734 23,91,15,361

DIVIDEND

The company has paid an Interim dividend of 20% (Rs, 21- per share) during the year. The directors are pleased to recommend a Final dividend of 30% (Rs, 3/- per share) for the year ended 31st March 2011 for your approval. The outflow on account of Equity Dividend would be including interim dividend for the year works out 50% (Rs, 5/- per share) and the total payout Rs. 293.75 Lakh (Previous year Rs, 1 76,25 Lakh) and dividend tax Rs, 48.79 Lakh (Previous year Rs. 29,27 Lakh),

OPERATIONS:

The Company's Total Income and Gross profit amounted to Rs,32724 Lakh (Previous year Rs,22314 Lakh) and Rs.8403 Lakh (Previous year Rs, 4463 Lakh). This represents growth in total income of 46.65% and Gross Profit of 88,28% as compared to the previous year.

For the year Company's Direct Export Turnover amounted to Rs. 1 7816 Lakh as compared to Rs. 12141 Lakh in the previous year representing a growth of 46,74%, In terms of percentage the export turnover constituted 55,93% of the net sales as against 58.35% in the previous year,

During the year the demand environment in respect of Cotton Yarn remind robust coupled with better realisation. This has contributed to higher capacity utilization and the company was able to derive the consequent benefits resulting in the overall financial performance of the company,

The Company has completed and put into operation its scheme of expansion of Wind Power capacity by 12 MW and the total Wind Power capacity has been enhanced to 27.4 MW. The total cost of the scheme amounted to Rs, 73.1 7 Crores and was met out of internal accruals of Rs, 25,75 Crores and Term Loans of Rs, 47,42 Crores. The company has prepaid Term Loans amounting to Rs, 7,15 Crores in FY 2011 and subsequently further prepaid Term Loans amounting to Rs. 15,82 Crores up to the date of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report,

DEPOSITS:

The Company has not accepted any deposits from the public.

DIRECTORS:

Sri. R. Soundaraja Perumal Director retires by rotation and being eligible offers himself for re-appointment,

AUDITORS:

M/s. L.Venkatasubbu & Co., Chartered Accountants, Auditors of the Company are to retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished the necessary Certificate in terms of Section 224 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

in terms of Section 217 (2AA) of the Companies Act 1956, your directors state that: -

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed,

2. The Company has selected such accounting policies, applied them consistently, 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 financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision with Companies Act 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Company has prepared the attached annual statement of accounts for the year ended 31st March 2011, on a going concern basis.

PARTICULARS OF EMPLOYEES:

The statement relating to the employees who have drawn remuneration of the category specified in Section 217(2A) of the Companies Act, 1956 is enclosed herewith.

DISCLOSURES OF PARTICULARS:

Particulars relating to conservation of energy, Technology absorption, Foreign Exchange Earning and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are set out separately and form part of this report.

By order of the Board

Sd/-

PLACE: Coimbatore (P.V.CHANDRAN)

DATE: 30.05.2011 Chairman and Managing Director

---

Mar 31, 2010

The directors have great pleasure in submitting the Twenty Second Annual Report together with the audited accounts for the year-ended 31st March 2010.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2010 are furnished below:

CURRENT YEAR PREVIOUS YEAR

2010 2009

Rs. Rs.

Sales and other Income 2,23,13,91,816 1,85,40,72,652

Gross Profit for the year 44,63,45,979 31,21,93,357

Less : Depreciation 20,94,77,849 18,06,01,178

Profit before tax 23,68,68,130 13,15,92,179

Less: Provision for Taxation

Current Tax (Minimum alternative tax) 4,02,50,000 1,49,10,000

Less : Minimum alternative tax credit 0 1,49,10,000

Net Current Tax 4,02,50,000 0

Less : Provision for Deferred Tax Liability 1,13,19,860 3,72,68,015

Provision for FBT 0 1,00,000

Profit after tax 18,52,98,270 9,42,24,164

Add: Balance in Profit & Loss Account

(Brought Forward From The Previous Year) 15,61,19,796 12,81,47,856

Prior Period MAT Credit written back 0 1,73,23,416

Prior Period FBT Credit written back 0 66,510

Prior Period Income Tax Written back 30,09,634 0

Provision for diminution in value of investments written back 0 2,91,522

34,44,27,700 24,00,53,468

Less : Prior Period Income-tax Written Off 57,09,485 1,86,759

Prior Period FBT 60,090 0

Prior Period Expenses 89,90,472 0

32,96,67,653 23,98,66,709

Appropriations:

Proposed Dividend 1,76,25,000 1,17,50,000

Tax on Dividend 29,27,292 19,96,913

General Reserve 7,00,00,000 7,00,00,000

Balance Carried Over in Profit & Loss Account 23,91,15,361 15,61,19,796

DIVIDEND

Your directors are pleased to recommend for your approval payment of dividend for the year ended 31 st March 2010 at 30% on the Equity Shares of the Company. The outflow on account of Equity Dividend would be Rs. 176.25 Lakh (Previous year Rs.l 17.50 Lakh) and dividend tax Rs.29.27 Lakh (Previous year Rs.l9.97 Lakh). The payout ratio for the year works out to 9.51% as compared to 12.47% on the basis of PAT of FY 2010 & 2009.

OPERATIONS:

The Companys Total Income and Gross profit amounted to Rs.22314 Lakh (Previous year Rs, 18541 Lakh) and Rs.4463 Lakh (Previous year Rs. 3122 Lakh), This represents growth in total income of 20.35 % and Gross Profit of 42.95 % as compared to the previous year.

For the year Companys Direct Export Turnover amounted to Rs.l2141 Lakh as compared to Rs. 7506 Lakh in the previous year representing a growth of 61.75%. In terms of percentage the export turnover constituted 58,35 % of the net sales as against 42.23 % in the previous year.

The performance of the company was affected on account of severe power cut which continuous to prevail in the State of Tamil Nadu as in the previous year. The marginal improvement is that industries are permitted to use up to 75-80% of the total power connected as against 60% in the previous year. The restriction in use of power and the high cost of alternative energy has affected the over all production and sales performance. The rate of interest charged by the Banks remained at higher levels. These factors had a bearing on the overall margins and performance of the Company.

The mandatory system of registration of export contracts of Cotton yarn brought in by the Central Government and further completion of the so registered export contracts within the specified time limit from such registration is causing considerable operational difficulties in the matter of completion and execution of export contracts. The Central Government has further withdrawn benefits for exports of Cotton yarn which would severely affect the margins of the company in future. The unwanted curbs and withdrawing export benefits would jeopardize the long term interest and competitiveness of the Industry.

The State Government / TNEB has permitted for due set off of the captive power generated out of wind mills even in respect of peak hour generated units, which was not the case earlier. Consequent to this policy change the company has decided to install 12MW of wind power capacity, which would meet the entire energy demand of the Spinning units of the Company at a cost of Rs.72.48 Crores which is to be met out of internal accruals of Rs.l4.88 Crores. The balance cost of Rs.57,60 Crores is to be met out of term loan from the Banks and the

same is tied up, The Company has commenced implementation of the scheme and substantial progress has been made.

With the completion of the above scheme the total wind energy capacity of the company would move to 27.4 MW as against the present 15,4 MW.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report.

DEPOSITS:

The Company has not accepted any deposits from the public.

DIRECTORS:

Sri.Sunil Kumar Kolangara Director retires by rotation and being eligible offers himself for re-appointment.

Ms. Bhavya Chandran Director retires by rotation and being eligible offers herself for re-appointment.

AUDITORS:

M/s. L.Venkatasubbu & Co., Chartered Accountants, Auditors of the Company are to retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment subject to furnishing "Peer Reviewed" Certificate as mandated by SEBI. They have furnished the necessary Certificate in terms of Section 224 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 21 7 (2AA) of the Companies Act 1956, your directors state that: -

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Company has selected such accounting policies, applied them consistently, 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 financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision with Companies Act 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Company has prepared the attached annual statement of accounts for the year ended 31st March 2010, on a going concern basis.

PARTICULARS OF EMPLOYEES:

The statement relating to the employees who have drawn remuneration of the category specified in Section 217(2A) of the Companies Act, 1956 is enclosed herewith.

DISCLOSURES OF PARTICULARS:

Particulars relating to conservation of energy, Technology absorption, Foreign Exchange Earning and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are set out separately and form part of this report.

By order of the Board

Sd/- PLACE: Coimbatore (RV.CHANDRAN)

DATE: 31.07.2010 Chairman and Managing Director