Directors Report of Lakshmi Automatic Loom Works Ltd.

Mar 31, 2015

The Directors submit their Forty First Annual Report together with the Audited Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss for the year ended 31st March, 2015.

Financial Results 2014-2015 2013-2014 Rs. in Lakhs

Sales and other income 790.76 812.61

Profit before Depreciation and amortization Expenses 265.18 337.98

Depreciation and amortization Expenses 38.73 35.10

226.45 302.88

Add: Exceptional items 106.46 20.31

332.91 323.19 Less: Tax expense

- Current Tax - (-)35.88

- MAT Credit entitlement for earlier year 35.88 -

- Deferred Tax (-)107.51 23.67

261.28 310.98

Proposed dividend on 6% Cumulative Redeemable Preference Shares for year ended 31-03-2013 - 51.00

Corporate Tax on Dividend - 8.67

Net Profit / Loss (-) 261.28 251.31

Add: Balance from the Previous year (-)1130.64 (-)1381.95

Add: Written down value of Assets less Deferred Tax thereon transferred as per Schedule II (-)17.87 -

Balance Carried Over (-)887.23 (-)1130.64

Operations

The operations during the year have resulted in a net profit of Rs.332.91 lakhs after providing for depreciation of Rs.38.73 lakhs.

Weaving Machinery and Spares

The sale of Accessories and Spares of Weaving Machines during the year was Rs.105.15 lakhs against Rs.129.75 lakhs in the previous year. Due to lack of orders, there was no production of weaving machines during the year. The income generated on utilisation of the idle Assets of the Company during the year was Rs.317.98 lakhs against Rs.300.17 lakhs in the previous year.

Other Engineering Services

The sale of Parts and Accessories for Machine Tools during the year was Rs.250.15 lakhs against Rs.173.07 lakhs in the previous year. The export market for Parts and Accessories for Machine Tools is highly competitive and the inflow of orders is fluctuating from year to year.

Outlook

The company's discussion with a reputed foreign machinery manufacturer for manufacture of Rapier and Airjet Weaving Machines is in the final stage.

Dividend

No dividend on the Preference and Equity shares for the year has been recommended on account of carried over previous losses.

Share Capital

The total paid up Share Capital as on March 31, 2015 is Rs. 1460.40 lakhs comprising of Equity Capital of Rs.610.40 lakhs and 6% Cumulative Redeemable Preference Shares of Rs.850.00 lakhs. During the year under review the company has not issued any shares or any convertible instruments.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Deposits

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013.

Extract of Annual Return

The Extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is furnished in Annexure 1 forming part of the Board's Report.

Board and its Committees Meetings conducted during the year under review During the year under review five Meetings of the Board of Directors, four meetings of the Audit Committee, three meetings of the Nomination and Remuneration Committee and one meeting of the Stakeholder Relationship Committee were held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors Responsibility Statement as required under Section 134(5) of the Companies Act, 2013. Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Board of Directors of the Company confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed;

ii) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

Sri S.Pathy and Smt. Aishwarya Pathy, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A brief profile of the Directors retiring by rotation and seeking re-election, is annexed to the Notice of Annual General Meeting.

Sri V.B.Haribhakti, Independent Director owing to his advancing a ge has tendered his resignation of the Directorship on the Board of Directors of the Company with effect from 10.02.2015. The Board places on record their appreciation of the valuable services rendered by Sri V.B.Haribhakti and the co-operation extended by him as a Director and Member of the Audit Committee during the tenure of his office.

The Board of Directors at their Meeting held on 20-05-2015 has appointed Sri R.R.Balasundharam as an Independent Director in the intermittent vacancy caused by the resignation of Sri V.B.Haribhakti, who will hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing Sri R.R.Balasundharam for appointment as an Independent Director.

In accordance with the provisions of Section 203 of the Companies Act, 2013 the Company has the following Key Managerial Personnel:

Mr. A.Doraiswamy Chief Executive Officer

Mr. K.P.Krishnakumar Chief Financial Officer

Mr. R.Muthukumar Company Secretary

The details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure 2 forming part of the Board's Report.

Declaration of Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub Section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out by the Board of Directors at their meeting held on 09.02.2015 to review the performance of the individual Directors without the presence of the Director who was evaluated on parameters such as level of engagement and contribution and independence of judgment, etc. The board also carried out annual performance evaluation of its Committees.

The independent Directors of the Company at their meeting held on 09.02.2015 without the attendance of the non independent Directors and members of Management reviewed the performance of Non independent Directors and the Board as a whole and about the quality, quantity and timings of the flow of information between the Company Management and the Board that is necessary for the Board to efficiently and reasonably perform its duties.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Policy for selection and appointment of Directors, Key Managerial Personnel's and their remuneration. The Remuneration Policy as approved by the Board is furnished as Annexure 3 to this Report.

Auditors

M/s.N.R.Doraiswami & Co. Chartered Accountants, Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting.

As recommended by the Audit Committee, it is proposed to re-appoint M/s.N.R.Doraiswami & Co. as Statutory Auditors of the Company. The Members are requested to consider their appointment and may authorize the Board to fix their remuneration.

M/s.N.R.Doraiswami & Co. (ICAI Regn. No. 000771S) have confirmed their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditors

The Board has appointed Mr.M.R.L.Narasimha, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014– 15. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed to this Report (Annexure 4). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Related Party Transactions

All Related Party Transactions entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large. Hence Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is not applicable.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at the link at http://www.lakshmiautomatic.com / investors / policies / related-party-transaction- policy/

Auditors' Report

There are no qualifications in the Auditors' Report

Report on Corporate Governance and Management Discussion and Analysis

The Report on Management Discussions and Analysis (Annexure 5) and the Report on Corporate Governance (Annexure 6) along with the Auditors' Certificate of compliance on Corporate Governance form part of the Annual Report.

Risk Management

The Company has laid down the Risk Assessment and Minimisation Procedures and on evaluation by the Audit Committee are reviewed by the Board from time to time.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were reviewed and no reportable material weakness in the system or operation was observed.

Vigil Mechanism

The Company has a Whistle Blower Policy to deal with unethical or improper practice or violation of Companies Code of Business Conduct or concerns about unethical behavior, actual or suspected fraud or disclosure practices of the Company. No person is denied access to the Audit Committee.

Corporate Social Responsibility

Your Company is not coming under the purview of the Corporate Social Responsibility under Section 135 of the Companies Act, 2013

General

Information with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies Rules, 2014 is appended hereto.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including Sweat Equity Shares) to Employees of the Company under any scheme.

4. There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. Your Directors further state that during the year under review, there were no complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors thank the Indian Bank for their continued support and Voltas Limited and In focus Marketing and Services Limited for their services rendered during the year.

By Order of the Board

Coimbatore (Sd.) S. Pathy

06.08.2015 Chairman

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Mar 31, 2013

The Directors submit their Thirty Ninth Annual Report together with the Audited Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss for the year ended 31st March, 2013.

Financial Results

2012-2013 2011-2012 Rs. in Lakhs

Sales and other Income 734.48 815.42

Profit before Depreciation and amortization Expenses 235.67 99.85

Depreciation and amortization Expenses 34.82 36.54

200.85 63.31

Add: Exceptional items 19.13 55.22

219.98 118.53

Deferred Tax (70.08) (9.65) 290.06 128.18

Proposed Dividend on 6% Cumulative

Redeemable Preference Shares for the year ended 31.03.2012 51.00 51.00

Corporate Tax on Dividend 8.67 8.27

Net Profit / Loss (-) 230.39 68.91

Add : Balance from the Previous year (-)1612.34 (-)1681.25

Balance Carried Over (-11381.95 (-11612.34

The operations during the year have resulted in a net profit of Rs.290.06 lakhs after providing for depreciation of Rs.34.82 lakhs.

Weaving Machinery and Spares - (Unit 1)

The sale of Accessories and Spares of Weaving Machinery during the year was Rs.148.15 lakhs against Rs. 161.90 lakhs in the previous year.

Due to availability of used Weaving Machines and increased use of shuttleless Weaving Machines, no orders for ''C type shuttle Weaving Machines were received during the year. Hence the operations were limited to manufacture of accessories and spares Of Weaving Machines only.

The income generated on utilisation of the surplus Building space in Unit 1 during the year was Rs.237.06 lakhs.

Other Engineering Services - (Unit 2)

The 100% EOU of the Company at Kinathukadavu in Coimbatore District, on expiry of the EOU permission granted,is functioning as DTA(Domestic Tariff Area) with effect from 16.08.2012 and continues to manufacture and supply the parts and tool holders to Eppinger Tooling Asia (P) Ltd an 100% EOU. The deemed export of parts for Machine Tools including Tool Holders to Eppinger Tooling Asia (P) Ltd during the year was lower at Rs. 175.99 lakhs against Rs.363.68 lakhs in the previous year on account of recession in the international market.

Current Industrial Trend

It is reported that the impact of recessionary trends prevailing in textile machinery manufacturing in the global markets, have eased a bit.

Scheme sanctioned by BIFR

On the net worth becoming positive as on 31.03.2010 the Company was discharged from the purview of the BIFR as per its order dated 14-07-2010. The scheme sanctioned by the BIFR has been implemented as on 31-03-2013.

Dividend

The Directors have recommended arrears of Dividend on the 6% Cumulative Redeemable Preference Shares for the year ended 31 -03-2012 absorbing a sum of Rs.59,66,745 and the Dividend for the year is deferred to maintain liquidity. No Dividend on the equity shares for the year has been recommended due to carry forward losses.

Directors

In accordance with the Companies Act, 1956 and the Articles of Association, the following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment:

1. Sri S.Pathy

2. Sri RX.H.Reddy

Sri Sudhir Sharma has been appointed as a Director in the casual vacancy caused by the resignation of Sri Milind M.Shahane, by the Board of Directors at their Meeting held on 10-02- 2012 and holds office upto the date of the 39th Annual General Meeting and is eligible for appointment and in respect of whom the company has received notice in writing proposing him for the office of Director.

DIRECTORS'' RESPONSIBILITY STATEMENT :

On the basis of the information furnished by the Company''s Officers and the Auditors, the Directors state that:

i) In the preparation of the Statement of Profit and Loss for the year ended 31st March, 2013 and the Balance Sheet as on that date, all the applicable accounting standards have been followed.

ii) Accounting Policies, that are reasonable and prudent, have been selected and applied consistently so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit of the company for the year ended 31st March, 2013.

iii) The accounting records in accordance with the provisions of the companies Act, 1956 and for safeguarding the assets of the company as also for preventing and detecting fraud and other irregularities, have been properly maintained and

iv) The Statement of Profit and Loss and Balance Sheet have been prepared on a going concern basis.

Auditors

The Company''s Auditors M/s.N.R.Doraiswami & Co., are to retire at the ensuing Annual General Meeting and are eligible for re-appointment and necessary certificate has been received from them as required under Section 224 (1B) of the Companies Act, 1956.

General

The information pursuant to Section 217 (1)(e) of the Companies Act, 1956 is appended hereto.

During the year under review, there was no employee drawing remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

Your Directors thank the Indian Bank and Eppinger Tooling Asia (P) Ltd for their continued support and Voltas Ltd and Infocus Marketing and Services Ltd. for their services rendered during the year.

By Order of the Board

Coimbatore (Sd.) S. Pathy

20.05.2013 Chairman

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Mar 31, 2012

The Directors submit their Thirty Eighth Annual Report together with the Audited Balance Sheet as at 31st March, 2012 and the Statement of Profit and Loss for the year ended 31st March, 2012.

Financial Results

2011-2012 2010-2011 Rs. in Lakhs

Sales and other Income 815.42 654.88

Profit before Depreciation and amortization Expenses 99.85 91.31

Depreciation and amortization Expenses 36.87 40.07

62.98 51.24

Add : Exceptional items 55.55 41.30 118.53 92.54

Deferred Tax (9.65) -

128.18 92.54

Proposed dividend on 6% Cumulative Redeemable Preference Shares for the year ended 31.03.2011 51.00 -

Corporate Tax on Dividend 8.27 -

Net Profit / Loss (-) 68.91 92.54

Add : Balance from the Previous year (-)1681.25 (-)1773.79

Balance Carried Over (-)1612.34 (-)1681.25

The operations during the year have resulted in a net profit of Rs.128.18 Lakhs after providing for depreciation of Rs.36.54 Lakhs.

Weaving Machinery and Spares - (Unit 1)

The sale of Weaving Machines and Accessories and Spares during the year was Rs.161.90 Lakhs against Rs.273.57 Lakhs in the previous year.

The demand for 'C' type Shuttle Weaving Machines during the year declined due to availability of used Weaving Machines as well as increased use of shuttleless Weaving Machines on account of the technological advantages.

In the absence of orders for machines, the Company's operations were limited to manufacture of accessories and spares of Weaving Machines. The income generated on renting out of surplus Building space during the year was Rs.180.79 Lakhs.

Other Engineering Services - (Unit 2 & 3)

The deemed export of parts for Machine Tools including Tool Holders during the year was Rs.363.68 Lakhs against Rs.154.24 Lakhs in the previous year. The sale of parts and job work undertaken during the year was Rs.21.66 Lakhs against Rs.62.64 Lakhs in the previous year. Current Industrial Trend The use of shuttleless weaving machines both by the organised and unorganised sectors of the Weaving Industry has been increasing. The import of used and new shuttleless weaving machines is continuing.

The development of a suitable indigenous shuttleless weaving machine was hampered due to technoeconomic viability.

Implementation of the Scheme sanctioned by BIFR

The Company is implementing the scheme sanctioned by the BIFR and will be completed by the current year ending 31.03.2013. On the networth becoming positive as on 31.03.2010 the Company has been discharged from the purview of the BIFR as per its order dated 14.07.2010. Dividend

The Directors have recommended arrears of dividend on the 6% Cumulative Redeemable Preference Shares for the year ended 31.03.2011 absorbing a sum of Rs.59,27,348 and the dividend for the year is deferred to maintain liquidity. No dividend on the Equity shares for the year has been recommended due to carry forward losses.

Directors

Sri Milind M.Shahane resigned his Directorship on 10.02.2012 in view of his other commitments and in the causal vacancy caused Sri Sudhir Sharma has been appointed as a Director by the Board of Directors at their Meeting held on 10.02.2012.

The Board has placed on record the valuable services rendered and the co-operation extended by Sri Milind M. Shahane during the tenure of his Office as a Director.

Smt.Aishwarya Pathy has been appointed as an Additional Director of the Company with effect from 23rd May, 2012.

Sri R.Varadarajan has been appointed as an Additional Director of the Company with effect from 23rd May, 2012.

In accordance with the Companies Act, 1956 and the Articles of Association, the following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment:

1. Sri V.B. Haribhakti

2. Sri N. Jaychander

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of the information furnished by the Company's Officers and the Auditors, the Directors state that :

i) In the preparation of the Statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as on that date, all the applicable accounting standards have been followed.

ii) Accounting Policies, that are reasonable and prudent, have been selected and applied consistently so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit of the company for the year ended 31 st March, 2012.

iii) The accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the company as also for preventing and detecting fraud and other irregularities, have been properly maintained and

iv) The Statement of Profit and Loss and Balance Sheet have been prepared on a going concern basis.

AUDITORS

The Company's Auditors M/s. N.R. Doraiswami & Co., are to retire at the ensuing Annual General Meeting and are eligible for re-appointment and necessary certificate has been received from them as required under Section 224(IB) of the Companies Act, 1956.

GENERAL

The information pursuant to Section 217(1)(e) of the Companies Act, 1956, is appended hereto.

During the year under review, there was no employee drawing remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act,1956.

Your Directors thank the Indian Bank and ESA Eppinger, Germany for their continued support and co-operation and Voltas Ltd and Infocus Marketing and Services Ltd, for their services rendered during the year.

By Order of the Board

Coimbatore (Sd.) S. Pathy

23.05.2012 Chairman

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Mar 31, 2011

Report of the Board of Directors to the Shareholders

The Directors submit their Thirty Seventh Annual Report together with the Audited Balance Sheet as at 31st March, 2011 and the Profit and Loss Account for the year ended 31st March, 2011.

Financial Results

2010-2011 2009-2010

Rs. in Lakhs

Sales and other Income 660.19 1693.00

Profit before Depreciation 65.45 963.74

Depreciation 39.74 38.51

25.71 925.23

Add: Excess provision for interest withdrawn 67.16 -

Excess Depreciation withdrawn - 0.03

Less: Share issue expenses 0.33 11.79

92.54 913.47

Proposed dividend on 6% Cumulative

Redeemable Preference Shares - 5.87

Net Profit/Loss (-) 92.54 907.60

Add : Balance from the Previous year (-)1773.79 (-)2681.39

Balance Carried Over (-)1681.25 (-)1773.79

The operations during the year have resulted in a net profit of Rs.92.54 lakhs after providing for depreciation of Rs.39.74 lakhs.

Weaving Machinery and Spares - (Unit 1)

The sale of Weaving Machines and Spares including export of 12 Weaving Machines to China during the year was Rs.273.57 lakhs against Rs.149.40 lakhs in the previous year.

The demand for 'C' type Shuttle Weaving Machines is limited to specific applications such as for weaving heavy sorts, industrial fabrics, etc. and is unsteady. The continued import of used Weaving Machines has further affected the market. The steep increase in the price of cotton and consequent fluctuation in the yarn prices have also affected the weaving industry.

Other Engineering Services - (Unit 2 & 3)

The sale of parts for Machine Tools including Tool Holders during the year has increased to Rs.154.24 lakhs against Rs.88.66 lakhs in the previous year. The prices offered are highly competitive and are not remunerative. The manufacture and sale of parts and job work undertaken during the year was Rs.62.64 lakhs against Rs.27.87 lakhs in the previous year.

Current Industrial Trend

The demand for Weaving Machines depends on the growth of the textile Industry. The textile Industry has been affected due to the steep increase in the price of cotton, shortage of power, labour, etc. The deferment of Technology Upgradation Fund Scheme(TUFS) has also affected the market for weaving machines.

Implementation of the Scheme sanctioned by BIFR

The dues to the secured creditors have been cleared and payments under the VRS to the workmen have been made. The Company was discharged from the purview of the Board for Industrial and Financial Reconstruction (BIFR) on the networth of the company becoming positive as on 31.03.2010, as per the order of the BIFR dated 14.07.2010.

Dividend

The Directors have not recommended dividend for the year on the 6% - Cumulative Redeemable Preference Shares to maintain liquidity. The Directors are unable to recommend a dividend on the Equity Shares on account of the accumulated losses.

Directors

Sri S. Venkataraman resigned his directorship on 30.05.2011 in view of his various other commitments and in the casual vacancy caused Sri Milind M. Shahane has been appointed as a Director by the Board of Directors at their Meeting held on 30.05.2011.

The Board has placed on record the valuable services rendered and the co-operation extended by Sri S. Venkataraman during the tenure of his office as a Director.

In accordance with the Companies Act, 1956 and the Articles of Association, the following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

1. Sri R. Santharam

2. Sri R.C.H. Reddy

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 the Directors state that:-

i) In the preparation of Profit and Loss Account for the period ended 31st March, 2011 and the Balance Sheet as on that date, all the applicable accounting standards have been followed.

ii) Accounting Policies, that are reasonable and prudent, have been selected and applied consistently so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit of the company for the period ended 31st March, 2011.

iii) The accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the company as also for preventing and detecting fraud and other irregularities, have been properly maintained and

iv) The Profit and Loss Account and Balance Sheet have been prepared on a going concern basis.

Auditors

The Company's Auditors M/s. N.R. Doraiswami & Co., are to retire at the ensuing Annual General Meeting and are eligible for re- appointment and necessary certificate has been received from them as required under Section 224(IB) of the Companies Act, 1956.

General

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 is appended hereto.

During the year under review, there was no employee drawing remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

Your Directors thank the Indian Bank and ESA Eppinger, Germany for their continued support and co-operation and Voltas Ltd and Infocus Marketing and Services Ltd, for their services rendered during the year.

By Order of the Board (Sd.) S. Pathy Chairman

Coimbatore 30.05.2011

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Mar 31, 2010

Your Directors submit their Thirty Sixth Annual Report together with the Audited Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for the year ended 31st March, 2010.

Financial Results

2009-2010 2008-2009 Rs. in Lakhs

Sales and other Income 1693.00 1229.37

Profit before Depreciation 963.74 (-)245.77

Depreciation 38.51 46.29

925.23 (-)292.06

Add : Amount set off against claim for loss of profit - 212.09

Excess Depreciation withdrawn 0.03 -

Less: Fringe Benefit Tax - 1.54

Share issue expenses 11.79 -

913.47 (-)81.51

Proposed dividend on 6% Cumulative

Redeemable Preference Shares 5.87 -

Net Profit / Loss (-) 907.60 (-)81.51

Add : Balance from the Previous year (-)2681.39 (-)2599.88

Balance Carried Over (-)1773.79 (-)2681.39



The performance during the year was affected due to the continued demand recession for Weaving Machines & Spares, Parts for Machine Tools and Circular Knitting Machines. On taking into account the sale proceeds of land at Hosur, the operations during the year have resulted in a net profit of Rs.913.47 lakhs after providing for depreciation of Rs.38.51 lakhs.

Weaving Machinery Division - Unit 1

The sale of Weaving Machines and Spares including exports during the year was Rs.149.40 lakhs against Rs.652.74 lakhs in the previous year.

Due to the availability of Shuttleless Looms both used and new, the Market for the companys C type Shuttle Weaving Machines was affected drastically. The use of C type

Shuttle Weaving Machines is limited to specific applications such as for weaving heavy sorts, industrial fabrics, etc. and the demand is unsteady.

100% EOU - Unit 2 & DTA - Unit 3

The export of Parts for Machine Tools including Tool Holders and Parts for Circular Knitting Machines during the year was lower at Rs.102.63 lakhs against Rs.479.49 lakhs in the previous year. The order inflow for Parts for Machine Tools and Parts for Circular Knitting Machines was sluggish during the year due to price competition and the global recession.

Current Industrial Trend

The industrial growth though showed signs of improvement, the demand for C type Shuttle

Weaving Machines continues to be dormant. The revival of textile industry is hampered by the fluctuation in cotton prices, shortage of power, demand for trained labour, etc. The demand for Weaving Machinery is linked to the prospects of textile industry.

Modified Rehabilitation Scheme (MRS)

As per the Modified Rehabilitation Scheme sanctioned by the BIFR, 14.406 acres of land at Sipcot Industrial Complex, Hosur, was sold and the sale proceeds of the land were utilised for settling the dues to the secured creditors, payment of VRS compensation and other liabilities of the company. An agreement for leasing a part of the buildings at the Weaving Machinery Division at Hosur has been entered into and the lease rental for the remaining area of the buildings is under negotiation. The rental income from the buildings will contribute to the overall income of the Company.

Issue of Preference Shares

The Authorised Capital of the Company has been increased from Rs.10 crores to Rs.15 crores on reclassification and issue of 8,50,000 - 6 % Cumulative Redeemable Preference Shares of Rs.100/- each on preferential basis in conformity with Section 81 (1A)of the Companies Act, 1956. The Preference Shares are redeemable in one instalment on expiry of ten years from the date of allotment. The proceeds were applied in settling the outstanding liabilities to the unsecured creditors, payment of VRS compensation, etc.

Dividend

The Directors have recommended a dividend of 6% for the year on the Cumulative Redeemable Preference Shares, payable proportionally from the date of allotment of the shares. The Directors are unable to recommend a dividend on the Equity Shares on account of the accumulated losses.

Directors

In accordance with the Companies Act, 1956 and the Articles of Association, the following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible,offer themselves for reappointment:

1. Sri S. Pathy

2. Sri V.B. Haribhakti

DIRECTORS RESPONSIBILITY STATEMENT:

Incompliance of Section 217 (2AA) of the Companies Act 1956, the Directors state that:

i) In the preparation of Profit and Loss Account for the period ended 31st March, 2010 and the Balance Sheet as on that date, all the applicable accounting standards have been followed.

ii) Accounting Policies, that are reasonable and prudent, have been selected and applied consistently so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the Profit of the company for the period ended 31st March, 2010.

iii) The accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the company as also for preventing and detecting fraud and other irregularities, have been properly maintained and

iv) The Profit and Loss Account and Balance Sheet have been prepared on a going concern basis.

AUDITORS:

The Companys Auditors M/s. N.R. Doraiswami & Co., are to retire at the ensuing Annual

General Meeting and are eligible for re-appointment and necessary certificate has been received from them as required under Section 224(IB) of the Companies Act, 1956.

GENERAL:

The information pursuant to Section 2l7(1)(e) of the Companies Act, 1956 is appended hereto.

During the year under review, there was no employee drawing remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

Your Directors thank the Indian Bank and ESA Eppinger, Germany for their continued support and co-operation and Voltas Ltd and Infocus Marketing and Services Ltd, for their services rendered during the year.

By Order of the Board

Coimbatore (sd-) S. Pathy 27.05.2010 Chairman