Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report of your Company and the Audited Statements of Accounts for the
year ended 31st March, 2014.
I. FINANCIAL RESULT:-
DESCRIPTION 2013-14 2013-14
(Rs. in Lakhs) (Rs. in Lakhs)
(Standalone) (Consolidated)
SALES - Domestic 45,028 45,028
- Exports 10,908 10.908
- Trading - -
Total 55,936 55,936
Operating Profit 6,398 6,381
Less:- Financial charges 4,066 4,734
Profit Before Depreciation,
Preliminary / FCCB & GDR 2,332 1,647
Expenses W/o
Depreciation, Preliminary / 2,093 2,092
FCCB & GDR Expenses W/o
Net Profit Before Tax 239 (445)
Less : Provision for Taxation (180) (180)
Less : Provision for Deferred Tax 307 307
Profit After Tax 112 (572)
Add : Balance brought forward 5,892 5,952
Profit available for appropriation 6,004 5,381
Appropriation:
Proposed Dividend - -
Corporate Dividend Tax - -
Transfer to Reserve - -
Balance Profit carried to Balance
sheet 6,004 5,381
Earnings per share: (Face Value
Rs. 10/-)
Basic (Rs. ) 1.00 (5.08)
Diluted (Rs. ) 0.88 (4.48)
DESCRIPTION 2012-13 2012-13
(Rs. in Lakhs) (Rs. in Lakhs)
(Standalone) (Consolidated)
SALES - Domestic 38270 38,270
- Exports 8882 8,882
- Trading - 23,317
Total 47,152 70,469
Operating Profit 6,119 6,217
Less:- Financial charges 3,783 3,817
Profit Before Depreciation,
Preliminary / FCCB & GDR 2,336 2,400
Expenses W/o
Depreciation, Preliminary / 1,525 1,525
FCCB & GDR Expenses W/o
Net Profit Before Tax 811 875
Less : Provision for Taxation 88 92
Less : Provision for Deferred Tax 267 267
Profit After Tax 456 516
Add : Balance brought forward 5,867 5,867
Profit available for appropriation 6,323 6,383
Appropriation:
Proposed Dividend 113 113
Corporate Dividend Tax 18 18
Transfer to Reserve 300 300
Balance Profit carried to Balance
sheet 5,892 5,952
Earnings per share: (Face Value
Rs. 10/-)
Basic (Rs. ) 4.05 4.59
Diluted (Rs. ) 3.62 4.09
II. PERFORMANCE:-
Standalone Performance :
* The Turnover during the year under review was Rs. 559.36 Crores as
against Rs. 471.52 Crores for the previous year, a growth of 18.63%
over the previous year. Increase in revenue was due to rise in volumes
and prices as well. During the year under review, exports were higher
by 22.81 % at Rs. 109.08 Crores.
* Profit before tax was Rs. 2.39 crore as against Rs. 8.11 Crores for
the previous year, a decrease of 29.47%
* FCC Bonds which are maturing on 26th April, 2016 carrying 5%YTM. The
Company is confident of generating sufficient cash flows at maturity if
the bond holders opt for redemption on due date.
* The Company is having 3.30 MW Windmills capacity and 10 MW Co-gen
Power Plant, and its generation is being utilised by the Company apart
from its outside energy sales.
A more detailed discussion is provided in the Management Discussion and
Analysis Report.
III. DIVIDEND:-
Considering the significant expansion plans of your company which
require substantial investments, the Board of Directors think it
prudent to conserve the resources. The Directors regret their inability
to recommend any dividend.
IV. CORPORATE GOVERNANCE:-
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company''s
Shares are listed. The report on Corporate Governance is included as a
part of the Directors'' Report.
A Certificate from the Auditors of the Company regarding Compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is attached to this report.
V. INFORMATION PURSUANT TO SEC. 217:-
a) CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO, RESEARCH AND DEVELOPMENT: -
Information under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of Board of
Directors), Rules, 1988 and forming part of the Directors'' Report.
The Company has incurred Rs. 5.08 Lakhs (Previous Year Rs. 7.96
Lakhs) towards the recurring expenditure on Research and Development.
The R & D expenditure as a % of sales is 0.009% (Previous Year 0.017%)
b) PARTICULARS OF EMPLOYEES:-
No employees of the Company was in receipt of remuneration in excess of
sum prescribed under Section 217(2A) of the Companies Act, 1956 read
with The Companies (Particulars of Employees) Rules, 1975, during the
financial year 2013-14.
c) DIRECTORS'' RESPONSIBILITY STATEMENT: -
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that;
* In the preparation of the annual accounts for the F.Y. 2013-14, the
applicable accounting standards had been followed and there are no
material departures;
* Appropriate accounting policies have been selected and applied
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 as at 31st March, 2014 and of the Profit of the Company for
the financial year ended 31st March, 2014;
* Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provi- sions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
* The financial statements have been prepared on a going concern basis.
VI. PUBLIC DEPOSITS:-
The Company had not accepted / invited or held any deposits and does
not hold any deposits from the public on date.
VII. LISTING WITH STOCK EXCHANGES:-
The Shares of the Company are listed with the following Stock
Exchanges:
a) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001.
b) Madras Stock Exchange Limited
Exchange Building, P. B. No. 183, 11, 2nd Line Beach, Chennai - 600
001.
c) Cochin Stock Exchange Limited
MES Dr. P. K. Abdul Gafoor Memorial Cultural Complex, 36/1565, 4th
Floor, Judges Avenue, Kaloor, Cochin - 682 017.
The Company has paid the annual Listing fees for the period 2014 - 2015
to Bombay Stock Exchange Limited, Madras Stock Exchange Limited, and
Cochin Stock Exchange Limited except Coimbatore Stock Exchange Limited.
Coimbatore Stock Exchange Limited has been allowed to exit as stock
exchange vide SEBI''s order dated 03.04.2013.
The Foreign Currency Convertible Bonds and Global Depository Receipts
of the Company are listed with Luxembourg Stock Exchange, R.C.B, 6222,
B.P 165 L-2011, Luxembourg.
VIII. WHOLLY OWNED SUBSIDIARY COMPANY :-
The Company has a Wholly Owned Subsidiary Company in the name M/s
Shriudha Ventures Pte Ltd, which has been incorporated on 9th April,
2012 in Republic of Singapore for the purpose of carrying the business
of importers, exporters, whole salers and agents of Urea, Packaging
materials and other general commodities.
IX. SBLC FACILITY:-
Your Company has availed Stand By Letter of Credit Facility with The
Karur Vysya Bank Ltd., for USD 30 million favouring Bank of India, New
York Branch on behalf its Wholly Owned Subsidiary Company M/s. Shriudha
Ventures Pte Ltd., Singapore
X. DIRECTORS:-
Smt. P. Annammal retire by rotation at the ensuing Annual General
Meeting and in accordance with the requirements of the Act and Articles
of Association of the Company, she being eligible offer herself for
reappointment, is hereby reappointed as Director of the Company.
Shri K. Palaniappan retire by rotation at the ensuing Annual General
Meeting and being eligible offer himself for reappointment, is hereby
reappointed as an Independent Director of the Company, pursuant to
Section 149, 159 of the Companies Act, 2013 and other applicable
provisions
XI. AUDITORS:-
M/s. MSS SRIRAM & Co., Chartered Accountants, Karur, the Company''s
Auditors, retires at the conclusion of the forthcoming Annual General
Meeting and is eligible for reappointment. They are recommended for
reappointment. You are requested to appoint the Auditors and fix their
remuneration.
XII. COST AUDITOR:-
Shri B. Venkateswar, Cost Accountant, had been appointed by the Company
to conduct the Cost Audit in respect of Paper and Paper Products for
the financial year 2013-14, whose appointment has been approved by the
Central Government. The Cost Audit Report for the financial year ended
31st March, 2013 had been e-filed with the Ministry of Corporate
Affairs, New Delhi, vide, SRN S28420289 dated 5th December, 2013.
XIII. BANKERS:-
The Board of Directors thank the Consortium of Bankers consisting of
State Bank of India (Lead Bank), Union Bank of India, The Karur Vysya
Bank Limited, IDBI Bank Limited, Canara Bank, and The Shamrao Vithal
Co-Operative Bank Limited, who have supported the Company for the
credit requirements.
XIV. ACKNOWLEDGEMENT:-
The Directors thank the Customers, Bankers, Suppliers and the
Shareholders for their continued support and also recognize the
contribution made by the employees to the Company''s progress during the
year under review.
On Behalf of the Board
Place : Karur K. C. PALLANI SHAMY
Date : 5th September, 2014 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Twenty Second Annual
Report of your Company and the Audited Statements of Accounts for the
year ended 31st March, 2012.
I. FINANCIAL RESULT:-
DESCRIPTION 2011-12 2010-11
(Rs. in Lakhs) (Rs. in Lakhs)
SALES Domestic 35851 32923
Exports 8240 6371
Total 44091 39294
Operating Profit 4075 5124
Less:- Financial charges 2663 2666
Profit Before Depreciation, 1412 2458
Preliminary/FCCB & GDR expenses
W/o
Depreciation, Preliminary/FCCB 1124 1161
& GDR Expenses W/o
Profit Before Exceptional items 288 1297
Revenue/(Loss)
Exceptional Items 848 (25)
Net Profit/(Loss) Before Tax 1136 1272
Less: Provision for Taxation 199 206
Less: Provision for Deferred Tax 76 299
Profit After Tax 861 767
Add : Balance brought forward 5437 4953
Profit available for appropriation 6298 5720
Add :Transfer from subsidy reserve - 17
Appropriation:
Proposed Dividend 113 -
Corporate Dividend Tax 18 -
Transfer to Reserve 300 300
Balance Profit carried to Balance 5867 5437
sheet
Earnings per share: (Face Value
Rs. 10/-)
Basic (Rs.) 7.65 7.63
Diluted (Rs.) 6.87 4.79
II. PERFORMANCE:-
- The Turnover during the year under review was Rs. 440.91 crores as
against Rs. 392.94 crores for the previous year, a growth of 12.21%
over the previous year. Increase in revenue was due to rise in volumes
and prices as well. During the year under review, exports were higher
by 29.34 % at Rs. 82.40 crores.
- Profit before tax was Rs. 11.36 crore as against Rs. 12.72 crores for
the previous year, a decrease of 10.69%.
- The Company had raised funds through GDR issue during March 2011 in
order to part finance the expansion plans and the size of the issue was
2.5 Million GDR @4.50 USD per GDR which was fully subscribed. The fresh
infusion of funds by way of equity would lower the Debt-Equity ratio
and interest cost.
- FCC Bonds which are maturing on 27th April 2011 have been extended by
another 5 years to 26th April 2016. Besides, Bonds carrying 7% YTM got
reduced to 5%YTM. The Company is confident of generating sufficient
cash flows at maturity if the bond holders opt for redemption on due
date.
- The Company has already started constructing its 10 MW captive power
plant project at Pollachi, Tamilnadu, India on EPC basis through M/s
Cethar Vessels Limited, Trichy, Tamilnadu, India. The power plant
project is under construction and progressing well as per the plan. The
project is expected to complete by September 2012. The Company's power
and fuel cost will get reduced substantially once the project becomes
operational.
- The Company installed 1.65 MW windmill of Vestas make at Thungavi
Village, Madathukulam Taluk, Tirupur District, Tamilnadu, India during
the month of October 2010. With this addition, the Company is having
3.30 MW Windmills capacity and its generation is being adjusted in its
FIBC & PP Division.
- Capital Expenditure during the year 2011-12 was Rs. 62.37 crores
primarily on account of installation of 10MW power plant and 60 TPD
ESKP facility at Pollachi for the assets transfered from Pondicherry.
A more detailed discussion is provided in the Management Discussion and
Analysis Report.
III. DIVIDEND:-
The Board of Directors recommends 10% Dividend absorbing a quantum of
112.50 lakhs on the Equity Shares for the financial year ended 31st
March, 2012. As per the provisions of the Income Tax Act, 1961, no tax
will be deducted at source on dividends distributed. However, the
Company will bear the tax on the dividend distributed, amounting to Rs.
18.25 lakhs.
IV. DIRECTORS:-
Smt. P. Annammal, Director and Shri K. Palaniappan, Director retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
V. BANKERS:-
The Board of Directors thanks the Consortium of Bankers consisting of
State Bank of India (Lead Bank), The Karnataka Bank Limited, The Karur
Vysya Bank Limited, Central Bank of India, Andhra Bank, Union Bank of
India, ICICI Bank Limited and The Shamrao Vithal Co-Operative Bank
Limited, who have supported the Company for the Term Loan & Working
Capital requirements.
VI. CORPORATE GOVERNANCE:-
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company's
Shares are listed. The report on Corporate Governance is included as a
part of the Directors' Report.
A Certificate from the Auditors of the Company regarding Compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is attached to this report.
VII. DIRECTORS' RESPONSIBILITY STATEMENT: -
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that;
- In the preparation of the annual accounts for the FY. 2011-12, the
applicable accounting standards had been followed and there are no
material departures;
- Appropriate accounting policies have been selected and applied
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at the 31st March, 2012 and of the Profit of the Company
for the financial year ended 31st March, 2012;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- The financial statements have been prepared on a going concern basis.
VIII. PUBLIC DEPOSITS:-
The Company had not accepted/invited or held any deposits and does not
hold any deposits from the public.
IX. AUDITORS:-
M/s. MSS SRIRAM & Co., Chartered Accountants, Karur, the Company's
Auditors, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. They are recommended for
reappointment. You are requested to appoint the Auditors and fix their
remuneration.
X. COST AUDITOR:-
The Company has appointed Sri. B. Venkateswar, Practicing Cost
Accountant, as the Cost Auditor in terms of Section 233B(2) of the
Companies Act, 1956 to audit the cost records and submit his compliance
report for the year under review to the Central Government.
XI. LISTING WITH STOCK EXCHANGES:-
The Shares of the Company are listed with the following Stock
Exchanges:
a) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001.
b) Madras Stock Exchange Limited
Exchange Building, P. B. No. 183, 11, 2nd Line Beach, Chennai - 600
001.
c) Cochin Stock Exchange Limited
MES Dr. P. K.Abdul Gafoor Memorial Cultural Complex, 36/1565, 4th
Floor, Judges Avenue, Kaloor, Cochin-682 017.
d) Coimbatore Stock Exchange Limited
Stock Exchange Building, 683 - 686, Trichy Road, Singanallur,
Coimbatore - 640 005.
The Company has paid the annual Listing fees for the period 2012-2013
to Bombay Stock Exchange Limited, Madras Stock Exchange Limited, Cochin
Stock Exchange Limited while in respect of Coimbatore Stock Exchange,
fees has not been paid, since the demand notice has not been received
yet.
The Foreign Currency Convertible Bonds and Global Depository Receipts
of the Company are listed with Luxembourg
Stock Exchange, R.C.B, 6222, B.P 165 L-2011, Luxembourg.
XII. PARTICULARS OF EMPLOYEES:-
Statement Under Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 and forming part
of the Directors' Report for the year ended 31st March, 2012.
Name Age Designation Remuneration
(in Nature of Including
years) Dues Gratuity
(In Rupees)
(1) (2) (3) (4)
Shri K.C. Pallanishamy 77 Chairman & 85,96,154
Managing
Director
Shri K.C.P Shivraman 38 Joint Managing 85,96,154
Director
Name Experience Date of Particulars
(In years) commencement of last
of Employment Employment
(1) (5) (6) (7)
Shri K.C.Pallanishamy 51 18-01-1991 -
Shri K.C.P Shivraman 20 18-01-1991 -
XIII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:-
Information under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of Board of
Directors), Rules, 1988 and forming part of the Directors' Report.
XIV. ACKNOWLEDGEMENT:-
The Directors thank the Customers, Bankers, Suppliers and the
Shareholders for their continued support and also recognize the
contribution made by the employees to the Company's progress during the
year under review.
On Behalf of the Board
K. C. PALLANI SHAMY
Chairman
Place : Karur
Date : 21st August, 2012
Mar 31, 2011
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors have pleasure in presenting the Twenty First Annual
Report of your Company and the Audited Statements of Accounts for the
year ended 31st March, 2011.
I. FINANCIAL RESULTS:-
DESCRIPTION 2010-11 2009-10
(Rs.in Lakhs) (Rs.in Lakhs)
SALES Domestic 33268.14 28819.19
Exports 6371.04 4527.62
Total 39639.18 33346.81
Operating Profit 5098.74 5295.90
Less: Financial charges 2665.97 2659.27
Profit Before Depreciation,
reliminary / FCCB / 2432.77 2636.63
GDR expenses W/o
Depreciation , Preliminary /
FCCB / 1160.83 1037.66
GDR Expenses W/o
Profit Before Exceptional
items Revenue / 1271.94 1598.97
(Loss)
Exceptional Items - - (145.30)
Net Profit/(Loss) Before Tax 1271.94 1453.67
Less : Provision for
Taxation 238.00 650.00
Less : Provision for Deferred
Tax 299.34 (16.12)
Add : Excess Provision for
Taxation written back 31.93 -
Profit After Tax 766.53 819.79
Add : Balance brought
forward 4953.89 4766.24
Profit available for
appropriation 5720.42 5586.03
Add : Transfer from subsidy
reserve 16.82 _
Appropriation:
Proposed Dividend - 100.00
Corporate Dividend Tax - 16.12
Transfer to Reserve 300.00 515.53
Balance Profit carried to
Balance Sheet 5437.24 4953.89
Earnings per share:
(Face Value Rs.10/-) - -
Basic 7.63 8.20
Diluted 4.79 5.12
II. PERFORMANCE:-
- The Turnover during the year under review was Rs.396.39 Crore as
against Rs. 333.47 Crore for the previous year, a growth of 18.87% over
the previous year. Increase in revenue was due to rise in volumes and
prices as well. During the year under review, exports were higher by
40.71 % at Rs. 63.71 crore.
- Profit before tax was Rs.12.72 Crore as against Rs. 14.54 Crore for
the previous year, a decrease of 12.52%. The PBT in 2009-10 includes
Notional Exchange Gain (Rs.5.81 Crore) & Derivative loss (Rs.1.45
Crore) of Rs.4.36 Crore. The PBT would have been at Rs. 12.23 Crore and
Rs.10.18 crore respectively for the years 2010-11 & 2009-10, excluding
the above two items, translating into higher PBT growth by 20.14%
during the year 2010-11.
- The company had raised funds through GDR issue during March, 2011 in
order to part finance the expansion plans and the size of the issue was
2.5 Million GDR @4.50 USD per GDR which was fully subscribed. The fresh
infusion of funds by way of equity would lower the Debt-Equity ratio
and interest cost.
- FCC Bonds (FCCB) which are maturing on 27th April, 2011 have been
extended by another 5 years to 26th April, 2016. Besides, Bonds
carrying 7% YTM got reduced to 5%YTM. The company is confident of
generating sufficient cash flows at maturity if the bond holders opt
for redemption on due date.
- During the year the company started constructing its 10 MW captive
power plant project at Pollachi, Tamilnadu, India on EPC basis through
M/S Cethar Vessels Limited, Trichy, Tamilnadu, India. The power plant
project is under construction and progressing well as per the plan. The
project is expected to complete by March, 2012. The company's power and
fuel cost will get reduced substantially once the project becomes
operational.
- The company installed 1.65 MW windmill of Vestas make at Thungavi
Village, Madathukulam Taluk, Tirupur, Tamilnadu, India during the month
of October, 2010. With this addition the company's total windmill
capacity stands at 3.30 MW and its generation is being adjusted in its
FIBC & PP Division.
- The company had shifted its paper bag operations from Puducherry to
Pollachi in September, 2010 which had resulted lowering its paper bag
production during the period of shifting and stabilization. The
production and turnover of paper bag division should have been
surpassed the previous year figures had it not been shifted operations.
The company also decided to shift its 70 TPD ESK Paper plant located at
Puducherry to Pollachi due to water scarcity and other administrative
reasons.
- The 120 TPD ESKP Facilities at Pollachi had commenced its operations
in January, 2011. The company is able to utilize its capacity in full
only during the second half of next year mainly due to power cut and
other related issues.
- Capital Expenditure during the year 2010-11 was Rs.57.65 crores
primarily on account of installation of new 1.65MW windmill (Rs. 10.88
crores), 10MW power plant part payments (Rs.15 crore), 120 TPD ESKP
facility (Rs.22.64 crores) at Pollachi, addition in PP & FIBC Divisions
Rs.5.04 crores & other fixed assets for Rs.4.09 crores.
A more detailed discussion is provided in the Management Discussion and
Analysis Report.
III. DIVIDEND:-
Considering the significant expansion plans of your company which
require substantial investments, the Board of Directors think it
prudent to conserve the resources. The directors regret their inability
to recommend any dividend
IV. DIRECTORS:-
Dr. K. Mohan and Shri S. Murali Krishnan, Directors retire by rotation
at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
V. BANKERS:-
The Board of Directors thanks the Consortium of Bankers consisting of
State Bank of India (Lead Bank), The Karnataka Bank Limited., The Karur
Vysya Bank Limited., Central Bank of India, Andhra Bank, Union Bank of
India, ICICI Bank Limited and The Shamrao Vithal Co-operative Bank
Limited, who have supported the company for the Term Loan & Working
Capital requirements.
VI. CORPORATE GOVERNANCE:-
Necessary measures have been taken to comply with the requirements of
the listing agreements with the Stock Exchanges where the Company's
Shares are listed. The report on Corporate Governance is included as a
part of the Directors Report.
A Certificate from the Auditors of the Company regarding Compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the listing agreement is attached to this report.
VII. DIRECTORS' RESPONSIBILITY STATEMENT -
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that;
- In the preparation of the annual accounts for the F.Y 2010-11, the
applicable accounting standards had been followed and there are no
material departures;
- Appropriate accounting policies have been selected and applied
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 as at 31st March, 2011 and of the Profit of the company for
the financial year ended 31st March, 2011;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
- The financial statements have been prepared on a going concern basis;
VIII. PUBLIC DEPOSITS:-
The Company had not accepted / invited or held any deposits and does
not hold any deposits from the public.
IX.AUDITORS:-
M/s. MSS SRIRAM & Co., Chartered Accountants, Karur, the Company's
Auditors, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. They are recommended for
reappointment. You are requested to appoint the auditors and fix their
remuneration
X. LISTING WITH STOCK EXCHANGES:-
The Shares of the Company are listed with the following Stock
Exchanges:
a) Madras Stock Exchange Limited
Exchange Building, R B. No. 183, 11, 2nd Line Beach, Chennai-600 001.
b) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai - 400 001.
c) Coimbatore Stock Exchange Limited
Stock Exchange Building, 683 - 686, Trichy Road, Singanallur,
Coimbatore - 640 005
d) Cochin Stock Exchange Limited
MES Dr. P. K. Abdul Gafoor Memorial Cultural Complex, 36/1565, 4th
Floor, Judges Avenue, Kaloor, Cochin - 682 017.
The listing fees have been paid up to date.
The Foreign Currency Convertible Bonds and Global Depository Receipts
of the Company are listed with Luxembourg Stock Exchange, P.O.Box 165,
L-2811 Luxembourg, Europe.
XI. PARTICULARS OF EMPLOYEES:-
None of the employees was in receipt of remuneration in aggregate
exceeding Rs.60.00 lakhs per annum during the year or at the rate of
Rs.5.00 lakh per month, if employed for a part of the year.
No employee holding more than 2% of Equity Shares of the Company either
by himself or along with his spouse and dependent children and employed
throughout or for a part of the year was in receipt of remuneration
which in aggregate or at a rate as the case may be in excess of the
remuneration received by the Managing Director. Hence no statement in
accordance with section 217 (2A) of the Companies Act, 1956 is
furnished.
XII. CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:-
Information under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of Board of
Directors), Rules, 1988 and forming part of the Directors' Report.
XIII. ACKNOWLEDGEMENT: -
The Directors thank the Customers, Suppliers and the Shareholders for
their continued support and also recognize the contribution made by the
employees to the Company's progress during the year under review.
On Behalf of the Board
K. C. PALLANI SHAMY
Chairman
Place : Karur
Date : 25th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Twentieth Annual Report
of your Company and the Audited Statements of Accounts for the year
ended 31st March, 2010.
DESCRIPTION 2009-10 2008-09
(Rs.in
Lakhs) (Rs.in
Lakhs)
SALES Domestic 28819.19 28142.75
Exports 4527.62 5260.99
Total 33346.81 33403.74
Operating Profit 5295.90 3853.21
Less: Financial charges 2659.27 2710.73
Profit Before Depreciation, Preliminary / 2636.63 1142.48
FCCB expenses W/o
Depreciation , Preliminary / FCCB 1037.66 1029.77
Expenses W/o
Profit Before Exceptional items Revenue / 1598.97 112.71
(Loss)
Exceptional Items <145.30) 1429.25
Net ProfitV(Loss) Before Tax 1453.67 1541.96
Less: Provision for Taxation 650.00 729.54
Less : Provision for Deferred Tax (16.12) (137.67)
Profit After Tax 819.79 950.09
Add: Balance brought forward 4766.24 3816.15
Profit available for appropriation 5586.03 4766.24
Appropriation:
Proposed Dividend 2009-10 100.00 0.00
Corporate Dividend Tax 16.12 0.00
Transfer to General Reserve 515.53
Balance Profit carried to Balance Sheet 4953.89 4766.24
Earnings per share: (Face Value Rs. 10/-)
Basic 8.20 9.50
Diluted 5.12 5.66
The turnover for the Current year excluding other income was Rs.
33346.81 Lakhs as against Rs. 33403.74 Lakhs for the previous year. The
profit before tax of Rs. 1453.67 Lakhs for the current year is less by
5.73% compared to the Profit before tax of Rs. 1541.96 Lakhs for the
previous year. A more detailed discussion is provided in the Management
Discussion and Analysis Report.
The Board of Directors are pleased to recommend a Dividend @10%, for
the financial year 2009-10 on the paid up share capital, absorbing a
quantum of Rs. 100 Lakhs. The tax free dividend will be paid to
shareholders within 30 days from the date of its declaration.
Smt. P.Annammal, Director and Shri K.Palaniappan, Director retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
Your directors invite your attention to the special business item of
the agenda relating to the reappointment of the managerial personnel.
V. BANKERS:-
The Board of Directors thanks the Consortium of Bankers consisting of
State Bank of India (Lead Bank), The Karnataka Bank Limited, The Karur
Vysya Bank Limited, Central Bank of India, Andhra Bank, Union Bank of
India, ICICI Bank* Limited and The Shamrao Vithal Co-operative Bank
Limited, who have supported the company for the Term Loan & Working
Capital requirements.
VI. CORPORATE GOVERNANCE:-
Necessary measures have been taken to comply with the requirements of
the listing agreements with the Stock Exchanges where the Companys
Shares are listed. The report on Corporate Governance is included as a
part of the Directors Report.
A Certificate from the Auditors of the Company regarding Compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the listing agreement is attached to this report.
VII. DIRECTORS RESPONSIBILITY STATEMENT; -
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that;
- In the preparation of the annual accounts for the F.Y. 2009-10, the
applicable accounting standards had been followed and there are no
material departures;
- Appropriate accounting policies have been selected and applied
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 as at the 31 st March, 2010 and of the Profit of the
company for the financial year ended 31st March, 2010;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
û- The financial statements have been prepared on a going concern
basis;
VIII. PUBLIC DEPOSITS:-
The Company had not accepted / invited any deposits during the year and
does not hold any deposits from the public at the end of the year.
IX. AUDITORS:-
M/s. MSS SRIRAM & Co., Chartered Accountants, Karur, the Companys
Auditors, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment.
X. LISTING WITH STOCK EXCHANGES:-
The Shares of the Company are listed with the following Stock
Exchanges:
a) Madras Stock Exchange Limited
Exchange Building, P. B. No. 183, 11, 2nd Line Beach, Chennai -600 001.
b) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai - 400 001.
c) Coimbatore Stock Exchange Limited
Stock Exchange Building, 683 - 686, Trichy Road, Singanallur,
Coimbatore - 640 005
d) Cochin Stock Exchange Limited
MES Dr. P. K. Abdul Gafoor Memorial Cultural Complex, 36/1565, 4th
Floor, Judges Avenue, Kaloor, Cochin - 682 017.
The listing fees have been paid up to date.
The Foreign Currency Convertible Bonds of the Company are listed with
Luxumberg Stock Exchange.
XI. PARTICULARS OF EMPLOYEES:-
None of the employees was in receipt of remuneration in aggregate
exceeding Rs. 24.00 Lakhs per annum during the year or at the rate of
Rs. 2.00 Lakh per month, if employed for a part of the year.
No employee holding more than 2% of Equity Shares of the Company either
by himself or along with his spouse and dependent children and employed
throughout or for a part of the year was in receipt of remuneration
which in aggregate or at a rate as the case may be in excess of the
remuneration received by the Managing Director. Hence no statement in
accordance with section 217 (2A) of the Companies Act, 1956 is
furnished.
XII. CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:-
Information under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of Board of
Directors), Rules, 1988 and forming part of the Directors Report.
XIII. ACKNOWLEDGEMENT: -
The Directors thank the Customers, Suppliers and the Shareholders for
their continued support and also recognize the contribution made by the
employees to the Companys progress during the year under review.
II. Technology Absorption, Adaptation and Innovation
Research and Development activities are carried out on an ongoing basis
for improving the efficiency and also for improving quality of
products.
On behalf of the Board
Place : Karur K. C. PALLANISHAMY
Date 2nd September, 2010 Chairman
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