Directors Report of Lambodhara Textiles Ltd.
Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting their twenty fourth Annual Report on the business and operations of the Company upto the period 11th July 2018 and the financial statements for the year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
Company''s financial performance for the year under review along with previous year''s figures are given hereunder:
|
PARTICULARS |
31.03.2018 |
31.03.2017 |
|
(Rs. in â000) |
(Rs. in â000) |
|
|
Revenue from operations |
16,67,333 |
13,07,519 |
|
Other Income |
6,268 |
4,379 |
|
Operating Profit before Finance Costs, |
||
|
Depreciation & Tax |
2,10,342 |
1,80,936 |
|
Less: Depreciation |
60,170 |
60,808 |
|
Less : Finance Costs |
66,339 |
27,666 |
|
Profit before Tax |
83,833 |
92,462 |
|
Provision for Tax |
20,124 |
19,239 |
|
Deferred Tax |
4,199 |
3,258 |
|
Net Profit for the year |
59,510 |
69,965 |
|
Other comprehensive income |
(4.33) |
2.66 |
|
Total comprehensive income for the year |
59,078 |
70,230 |
|
Add: Balance brought forward from previous year |
2,58,439 |
1,98,140 |
|
Profit available for appropriation |
3,17,517 |
2,68,370 |
|
Appropriation of Profits |
||
|
Transfer to General Reserve |
- |
1,737 |
|
Proposed Dividend |
9,078 |
6,809 |
|
Corporate Dividend Tax |
1,848 |
1,386 |
|
Balance carried over to Balance Sheet |
3,06,591 |
2,58,439 |
COMPANY PERFORMANCE
The Company achieved a total turnover of Rs. 167.36 Crores as against a turnover of Rs. 131.18 crores in the previous year. The Companyâs profit before tax is Rs. 8.38 crores during the year, as compared to Rs. 9.25 crores in the previous year, decrease of 9.31 % over the last year. The Company earned a net profit of Rs. 5.95 crores, as against a net profit of Rs. 7 crores in the previous year.
STATE OF COMPANYâS AFFAIRS
During the Financial year the Company has rented one more floor of its commercial complex situated at Avinashi Road, Coimbatore with an approximate area of 7,555 sq.ft and with this all the four floors in the said commercial complex with a total tenantable area of 28,000 square feet have been rented out.
The Company has entered into conversion agreements with other spinning mills and this will enhance the spinning capacity of the Company.
RESERVES
The Company had not proposed to transfer any amount to the General Reserves account. However, the current year profit of Rs. 3,065.91 Lakhs has been added to the retained earnings under the head Other Equity.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 1/- per equity share (20%) of face value of Rs. 5/- each (Previous year Rs. 1/- per equity share (20%) of face value of Rs. 5/- each). If the dividend,as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 115.46 Lakhs (including dividend tax) (Previous Year Rs. 109.26 Lakhs)
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2018 was Rs. 4,78,88,000/-.
During the year under review, the Company had allotted 5,00,000 Equity shares of Rs. 5/- each at Rs.80/- per share to Strikeright Integrated Services Limited (Member of Promoter Group) on a Preferential basis. The Company had received listing and trading approval for the aforesaid shares from The National Stock Exchange of India Limited and the said shares were admitted to dealings. Consequent to the preferential issue the Paid-up Capital of the Company had increased from Rs. 4,53,88,000/- to Rs. 4,78,88,000/-.
The Company has passed a Special Resolution dated 22nd January 2017 vide its Postal Ballot Notice dated 20th December, 2017 for offer, issue and allot securities by way of Qualified Institutions Placement (QIP) for an aggregate amount not exceeding Rs. 15,00,00,000 (Rupees Fifteen Crore Only) and the Company is yet to initiate the process for the said offer/issue/ allotment.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure -1 and is attached to this Report.
NUMBER OF MEETINGS OF THE BOARD OFDIRECTORS
Details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report which forms a part of this Report.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and
(f) 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of The Companies Act, 2013 read with the Schedules and Rules issued there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board of Directors has framed a policy which lays down a framework inrelation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are furnished in Annexure - 2 and forms part of this report and can also be accessed on the Companyâs website at www.lambodharatextiles.com.
AUDITORS
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Jain & Mohan, Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the Annual General Meeting to be held in the year 2022. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company.
The Ministry of Corporate Affairs vide their notification dated 07th May 2018 has amended the Section 139 of the Companies Act, 2013 by omitting the necessity of ratification of the appointment of the Statutory Auditors by members of the Company at every subsequent Annual General Meeting. In order to align with the amended Section 139, the relevant subject matter is included in the Notice of the ensuing Annual General Meeting for seeking approval of the members.
COST AUDITORS:
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-2019. As required under section 148(2) of the Companies Act, 2013, a resolution seeking memberâs approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.M.D.Selvaraj, FCS of MDS & Associates Practicing Company Secretary carried out the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is annexed as Annexure - 3.
The Auditorsâ Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Particulars of the investments made by the Company as at 31st March, 2018 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made an investment of Rs.3.51 lakhs in 31,900 equity shares of OPG Power Generation Private Limited in order to enable the Company to purchase electricity from them under group captive arrangement. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the financial year were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The particulars of contracts and arrangement with related parties referred in section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 is appended as Annexure -4 to the Directorsâ Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company has undertaken projects in the area of promoting education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companyâs CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 5 and forms anintegral part of this Report. The CSR Policy may be accessed on the Companyâs website at www.lambodharatextiles.com.
Detailed composition of the CSR Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.
The Company was required to spend Rs.14.85 Lakhs on CSR activities during the Financial Year 2017-18, being 2% of the average net profits of the three immediately preceding financial years and the Company has spent Rs.16.73 lakhs during the current financial year.
ANNUAL PERFORMANCE EVALUATION
In accordance with the evaluation criteria and procedure suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics, etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance, etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics, degree of fulfillment of key responsibilities, effectiveness of meetings, etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended 31st March, 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
On the recommendation of the Nomination and Remuneration Committee (NRC) and in accordance with the provisions of Section 152(2), 161(1), 196, 197, 198, 203, Schedule V and other applicable provisions of the Companies Act, 2013 and subject to the shareholdersâ approval, the Board has appointed Mr.Ramesh Shenoy Kalyanpur (holding DIN: 06392237) as Whole-time Director cum Chief Financial Officer and Mr.Narayanasamy Balu (holding DIN: 08173046) as Whole-time Director of the Company for a period of five (5) years w.e.f 11th July, 2018.
Mr.R.Santossh (holding DIN: 00790493) Managing Director of the Company and Mrs.Vimala Radhakrishnan (holding DIN: 00813706) Whole-time Director of the Company both resigned from the office w.e.f 11th July, 2018 due to health issues and age factor respectively. The Board appreciated the services rendered by them during their period of appointment.
The Board of Directors at their meeting held on 30th May, 2018 has re-appointed Mrs.Bosco Giulia (holding DIN 01898020) as the Whole-time Director of the Company for a further period of 5 years with effect from 28th September, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting. Accordingly, necessary resolution has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.
Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs.Bosco Giulia (holding DIN 01898020) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The members are requested to consider her re-appointment.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
FIXED DEPOSITS
The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under and there are no outstanding fixed deposit from the public as on 31st March, 2018.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the Audit Committee annually reviews the effectiveness of the Companyâs internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate and effective with respect to the operations of the Company. A report of Auditorâs pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditorâs report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure -6 to this Report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs.1,02,00,000/- if employed throughout the year or Rs.8,50,000/- per month if employed for part of the year.
AUDIT COMMITTEE
The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy against Sexual Harassment at work place in line with requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints received regularly. There was no compliant received from any employee during the financial year 2017-18, nor any complaint remains outstanding for redressal as on 31st March, 2018.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.
LISTING OF SHARES
Equity shares of the Company was continued to be listed on National Stock Exchange of India Limited (NSE).
ACKNOWLEDGEMENTS:
The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.
For and on behalf of the Board
Meenakshi Sundaram Rajkumar
Place : Coimbatore Chairman
Date : 11.07.2018 (DIN : 06935422)
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting their twenty second Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March 2016.
FINANCIAL HIGHLIGHTS
Companyâs financial performance for the year under review along with previous yearâs figures are given hereunder
|
PARTICULARS |
31.03.2016 |
31.03.2015 |
|
(Rs. in â000) |
(Rs. in â000) |
|
|
Revenue from operations |
11,87,863 |
13,33,018 |
|
Other Income |
3,440 |
4,229 |
|
Operating Profit before Finance Costs, |
||
|
Depreciation & Tax |
1,80,915 |
1,90,622 |
|
Less: Depreciation |
59,816 |
60,477 |
|
Less : Finance Costs |
54,901 |
70,398 |
|
Profit before Tax |
66,198 |
59,747 |
|
Provision for Tax |
14,092 |
12,240 |
|
Deferred Tax |
7,132 |
(3,970) |
|
Net Profit for the year |
44,974 |
51,477 |
|
Add: Balance brought forward from previous year |
1,54,291 |
1,12,485 |
|
Profit available for appropriation |
1,99,265 |
1,63,962 |
|
Appropriation of Profits |
||
|
Transfer to General Reserve |
1,125 |
1,290 |
|
Proposed Dividend |
6,808 |
6,808 |
|
Corporate Dividend Tax |
1,386 |
1,572 |
|
Balance carried over to Balance Sheet |
1,89,946 |
1,54,291 |
COMPANY PERFORMANCE
The Company achieved a total turnover of Rs. 119.13 Crores as against a turnover of Rs. 133.72 crores in the previous year. The Companyâs profit before tax is Rs. 6.62 crores during the year, as compared to Rs. 5.97 crores in the previous year, an increase of 10.88% over the last year. The Company earned a net profit of Rs. 4.49 crores, as against a net profit of Rs. 5.14 crores in the previous year.
STATE OF COMPANYâS AFFAIRS:
During the financial year under review, the Company has completed construction of Commercial Complex at the heart of city with a tenantable area of 28,000 square feet. The Company has rented two floors during the current financial year and is in the process to rent balance two floors.
The Company has purchased land admeasuring 85,000 square feet adjacent to the current Plant location for expansion and the land development is underway. The Company is planning to add a further capacity of 15,000 spindles to the existing capacity of 37,856 spindles with a timeframe of two years for implementation of the said expansion. The cost of the project will be Rs. 35 Crores funded thru Term Loan and internal accruals.
To enhance the spinning capacity the Company has entered into an agreement with a spinning mill to utilize their spare capacity of 5,456 spindles for conversion of fiber into yarn.
In order to reduce the power cost the Company has entered into an agreement with Mytrah Vayu Manjira Private Limited for purchasing an additional 30 lacs units of wind power at the rate of Rs. 6.50/unit.
RESERVES
The Company proposes to transfer an amount of Rs. 11.25 Lakhs to the General Reserves. An amount of Rs. 1,899.46 Lakhs is proposed to be retained in the Statement of Profit and Loss.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 0.75 per equity share (15%) of face value of Rs. 5/- each (Previous year Rs. 1.50 per equity share (15%) of face value of Rs. 10/- each). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 81.94 Lakhs (including dividend tax) (Previous Year Rs. 81.94 Lakhs)
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2016 was Rs. 4,53,88,000/-. During the year under review, the Company has not issued any shares.
Sub Division of Equity Shares
In accordance with the approval of the shareholders of the Company, the equity share of nominal value of Rs. 10/- each of the Company was sub divided into two equity shares of nominal value of Rs. 5/- each on and from 17th October 2015; and the Memorandum and Articles of Association of the Company were altered pursuant to the sub-division of the equity shares of the Company.
The shareholders with equity shares of nominal value of Rs. 10/- each of the Company in electronic form received direct credit of sub-divided equity shares of nominal value of Rs. 5/- each of the Company to their dematerialized account with the depository. The Company issued new share certificate for equity share of nominal value of Rs. 5/- each in place of old share certificate for shareholders holding equity shares in physical form.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure No.1 and is attached to this Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report which forms a part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were adequate and were operating effectively; and
(f) 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.
There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are furnished in Annexure and forms part of this report and can also be accessed on the Companyâs website at www.lambodharatextiles.com
AUDITORS STATUTORY AUDITORS
The members at the 20th Annual General Meeting held on 11th September 2014, had appointed M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants as statutory auditors of the Company for a period of three years subject to ratification by the members annually.
M/s.Mohan & Venkataraman, Chartered Accountants have confirmed their eligibility under section 141 of the Companies Act, 2013 and the related rules to continue as statutory auditor of the Company.
Necessary resolution for ratification of appointment of said auditor is included in the notice of the Annual General Meeting for seeking approval of members.
COST AUDITORS:
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No. 000216) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under section 148(2) of the Companies Act, 2013, a resolution seeking memberâs ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. M.D.Selvaraj of MDS & Associates to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed as Annexure 3.
Regarding the observation made in the report for non appointment of Company Secretary, the Company is in the process of appointing a qualified Company Secretary.
The Auditorsâ Report for the financial year ended 31st March, 2016 does not contain any qualification, reservation, adverse remark or disclaimer.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Particulars of the investments made by the Company as at 31st March, 2016 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made an investment of Rs. 2.21 lakhs in 6,500 equity shares of OPG Energy Private Limited and Rs. 6.00 Lakhs in 60,000 equity shares of Mytrah Vayu (Manjira) Private Limited in order to enable the Company to purchase electricity from them under group captive arrangement. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the financial year were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Form AOC-2 as required under Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is enclosed as Annexure -4.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report.
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of promoting education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companyâs CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 5 and forms an integral part of this Report. The CSR Policy may be accessed on the Companyâs website at www.lambodharatextiles.com.
Detailed composition of the CSR Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.
The Company was required to spend Rs.10.61 Lakhs on CSR activities during the Financial Year 2015-16, being 2% of the average net profits of the three immediately preceding financial years and the Company has spent Rs. 10.62 lakhs during the current financial year.
ANNUAL PERFORMANCE EVALUATION
In accordance with the evaluation criteria and procedure suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics, degree of fulfillment of key responsibilities, effectiveness of meetings etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.
DIRECTORS
Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs.Vimala Radhakrishnan (holding DIN00813706) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
FIXED DEPOSITS
The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under and there is no outstanding fixed deposit from the public as on 31st March 2016.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.
INTERNAL FINANCIAL CONTROL
The company has a proper and adequate Internal Financial Control System, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly.
Internal Financial Controls is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by an external internal auditor appointed by the Board. The audit observation and corrective action, if any, taken thereon are periodically reviewed by the Audit Committee to ensure the effectiveness of the Internal Financial Control System.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 6 to this Report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company, comprises three Members, namely Mr.Deepak Padamshi Malani, Mr.Vastupal Rajinikant Mehta and Mr. M S Rajkumar, all of them being Independent Directors. Mr. Mr.Deepak Padamshi Malani, an Independent Director, is the Chairperson of the Audit Committee.
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place a policy against Sexual Harassment at work place in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints received regularly. There was no compliant received from any employee during the financial year 2015-16, not any complaint remains outstanding for redressal as on 31st March 2016.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.
LISTING OF SHARES
Equity shares of the Company was continued to be listed on National Stock Exchange of India Limited (NSE)
During the Financial year 2015 - 2016, your Company has entered into new Listing Agreement with National Stock Exchange of India Limited, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ACKNOWLEDGEMENTS:
The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.
For and on behalf of the Board
Meenakshi Sundaram Rajkumar
Place : Coimbatore Chairman
Date : 27.05.2016 (DIN : 06935422)
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting their twenty first Annual
Report on the business and operations of the Company and the accounts
for the Financial Year ended March 31st 2015.
FINANCIAL RESULTS
Company's financial performance for the year under review alongwith
previous year's figures are given hereunder:
PARTICULARS 2014-2015 2013-2014
(Rs. in '000) (Rs. in '000)
Revenue from operations 1333018 1120911
Other Income 4229 4847
Operating Profit before Finance Costs,
Depreciation & Tax 190622 158655
Less: Depreciation 60477 54167
Less : Finance Costs 70398 63325
Profit before Tax 59747 41163
Provision for Tax 12240 8268
Deferred Tax (3970) (2491)
Net Profit for the year 51477 35387
Add: Balance brought forward from
previous year 112485 83112
Profit available for appropriation 163962 118498
Appropriation of Profits
Transfer to General Reserve 1290 890
Dividend and Dividend Tax 8380 5124
Balance carried over to Balance Sheet 154291 112485
COMPANY PERFORMANCE
The Company achieved a total turnover of Rs. 133.72 Crores as against a
turnover of Rs. 112.57 crores in the previous year. The Company's profit
before tax is Rs. 5.97 crores during the year, as compared to Rs. 4.11
crores in the previous year, an increase of 45.25% over the last year.
The Company earned a net profit of Rs. 5.15 crores, as against a net
profit of Rs. 3.54 crores in the previous year.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF
COMPANY'S AFFAIRS
The Company has been sanctioned a Term Loan of Rs. 3.91 Crores for
modernization project at a project cost of Rs. 4.89 Crores and is in the
process of implementation. The said project will improve the
productivity and value addition.
The Company is in the process of completion of construction of
Commercial Complex with a rentable area of 28,000 sft. appx. The said
Commercial Complex will be let out and the
Company is in the process of finding suitable tenents and is expected
to fetch rental income during second half of Financial Year 2015-16.
RESERVES
The Company proposes to transfer an amount of Rs. 12.90 Lakhs to the
General Reserves. An amount of Rs. 418.07 Lakhs is proposed to be
retained in the Statement of Profit and Loss DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs. 1.50 per equity
share for the year 2014-15. The proposed dividend, subject to approval
of Shareholders in the ensuing Annual General Meeting of the Company,
would result in appropriation of Rs. 81.94 Lakhs (including Corporate
Dividend Tax of Rs. 13.86 Lakhs) out of the profits thus giving 15.92%
payout from the net profit of the Company. The dividend would be
payable to all Shareholders whose names appear in the Register of
Members as on the Book Closure Date.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
There is no amount required to be transferred to investor education and
protection fund in accordance with the relevant provisions of the
Companies Act, 1956 and rules made thereunder.
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs. 4,53,88,000.
During the year under review, the Company has made a preferential
allotment of 1,59,000 equity shares of Rs. 10/- each for cash to
promoters in accordance with the provisions of Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirement)
Regulations, 2009 at Rs. 150/- aggregating to Rs. 2,38,50,000/-. The
Company credited Rs. 2,22,60,000/- as premium on account of preferential
allotment.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure No.1 and is attached to this
Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year the Board of Directors met five times. The details of
the Board Meetings are provided in the Corporate Governance Report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the internal financial controls to be followed by the company were
laid down and such internal financial controls were adequate and were
operating effectively.
(f) 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CETNRAL GOVERNMENT.
There have been no frauds reported by the Auditors pursuant to Section
143(12) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
In adherence of section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company approved a policy on directors' appointment
and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters
provided under section 178(3), based on the recommendations of the
Nomination and Remuneration Committee.
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure No.2- and forms part of this Report.
AUDITORS
STATUTORY AUDITORS
M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered
Accountants have been appointed as statutory auditors of the company at
the last Annual General Meeting held on 11.09.2014 for a period of
three years subject to ratification by members at every subsequent
Annual General Meeting. Therefore, ratification of appointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing AGM.
COST AUDITORS:
Pursuant to the provisions of Section 141 read with Section 148 of the
Companies Act, 2013 and Rules made thereunder and Cost Audit Order
notified by the Ministry of Corporate Affairs dated 31st December,
2014, M/s. C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.
000216) were appointed as the cost auditors of the Company for the year
ending 31st March, 2016. Members are requested to consider the
ratification of the remuneration payable to M/s. C.S.Hanumantha Rao &
Co .
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed Mr.M.D.Selvaraj of MDS
& Associates, Coimbatore to undertake the Secretarial Audit of the
Company for the year ended 31st March, 2015. The Secretarial Audit
Report is annexed as Annexure 3.
Regarding the abservation of the Secretarial Auditors on
non-oppointment of Company Secretary, the Directors wish to state that
the Company is in the process of appointing a qualified Company
Secretary.
The Auditors' Report for the financial year ended 31st March, 2015 do
not contain any qualification, reservation, adverse remark or
disclaimer.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Particulars of the investments made by the Company as at 31st March,
2015 are given in the Notes forming part of the Financial Statements.
During the Financial Year under review, the Company made an investment
of Rs. 15 lakhs in 1,50,000 equity shares of Kamachi Sponge & Power
Corporation Limited in order to enable the Company to purchase
electricity from them under group captive arrangement for the period
from Dec' 2014 to May'2015. The Company has not given any loans or
guarantees or provided any security to any person or other bodies
corporate under section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract and arrangement entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 at arm's length transactions are
disclosed in Form No. AOC -2 in Annexure - 4 and form part of this
Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
CONVERTION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under
section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure and is
attached to this report.
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk
management process is designed to safeguard the organisation from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. The potential risks are inventorised and integrated
with the management process such that they receive the necessary
consideration during decision making. It is dealt with in greater
details in the management discussion and analysis section.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to the provision of Section 135 of the Companies Act, 2013
("the Act") read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has constituted a CSR
Committee. Mr. R. Santossh is the Chairman of the Committee and Mrs. R.
Vimala and Mr. M.S. Rajkumar are the other members of the Committee.
The Board of Directors, based on the recommendations of the Committee,
formulated a CSR Policy encompassing the Company's philosophy for
describing its responsibility as a Corporate citizen, laying down the
guidelines and mechanisms for undertaking socially relevant programmes
for welfare and sustainable development of the community at large. CSR
Policy is available on weblink
The amount required to be spent on CSR activities during the year under
report in accordance with the provisions of Section 135 of the Act is Rs.
7.61 lakhs and the Company has spent Rs. 10.54 lakhs during the current
financial year.
The requisite details on CSR activities pursuant to Section 135 of the
Act and as per Annexure attached to the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are annexed as Annexure 5 to this
Report.
ANNUAL PERFORMANCE EVALUATION
In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance
of non-independent directors and the Board as a whole based on various
criteria. The performance of each independent Director was evaluated by
the entire board of directors on various parameters like engagement,
leadership, analysis, decision making, communication, governance etc.
The Board and the Independent Directors were of the unanimous view that
performance of the Board of Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board
having regard to various criteria such as committee composition,
committee, processes, committee dynamics etc. The Board was of the
unanimous view that all the committees were performing their functions
satisfactorily.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2015.
DIRECTORS
At the Annual General Meeting of the Company held on 11th September,
2014, the Members had approved the appointment of Mr. Vastupal
Rajnikant Mehta, Mr. Deepak Padamshi Malani and Mr.M.S.Rajkumar as
Independent Directors for a term of five years.
Pursuant to the provisions of section 152 of the Companies Act, 2013,
Mrs. Giulia Bosco (holding DIN 01898020) is due to retire by rotation
at the ensuing Annual General Meeting and being eligible, offers
herself for re-appointment.
The Board of Directors has appointed Mr. Baba Chandrasekhar
Ramakrishnan as an Additional Director with effect from 10th November
2014. He will hold Office up to the ensuing Annual General Meeting, of
the Company and being eligible, offers himself for reappointment.
Notice under Section 160 of the Act, has been received by the Company
from a Member, signifying his intention to propose the candidature of
Mr Baba Chandrasekhar Ramakrishnan as a Director of the Company.
Accordingly necessary resolution proposing the appointment of Mr. Baba
Chandrasekhar Ramakrishnan as Director of the Company has been included
in the Agenda of the Notice convening the Annual General Meeting for
the approval of the members.
Mr.R.Santossh has been re-appointed as Managing Director by the
Shareholders of the Company in the Annual General Meeting held on 11th
September 2014 for a period of five years with effect from 26th
September 2014.
The shareholders at the annual general meeting held on 11th September,
2014 appointed Mrs.R.Vimala as whole time director for a period of five
years with effect from 1st October 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
FIXED DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review. During the year, your Company repaid all the
outstanding fixed deposits from public aggregating to Rs. 195 Lakhs. As
at 31st March, 2015, there was no deposit remaining unpaid or unclaimed
as at the end of the year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
There is no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and company's
operation in future
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In the opinion of the Board, the existing internal control framework is
adequate and commensurate to the size and nature of the business of the
Company.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The requisite details relating to ratio of remuneration, percentage
increase in remuneration etc. as stipulated under Section 197(12) and
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure 6 to this Report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 does not apply to the
Company as there were no employees who are in receipt of remuneration
in the aggregate at the rate of not less than Rs. 60,00,000/- if employed
throughout the year or Rs. 5,00,000/- per month if employed for part of
the year
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company, comprises
three Members, namely Mr.Deepak Padamshi Malani, Mr.Vastupal Rajinikant
Mehta and Mr. M S Rajkumar, all of them being Independent Directors.
Mr. Deepak Padamshi Malani, an Independent Director, is the Chairperson
of the Audit Committee.
The Board accepted the recommendations of the Audit Committee whenever
made by the Committee during the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has been employing women employees in various cadres within
the factory premises. The Company has in place an Anti - harassment
policy in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaint Committee has been setup to redress complaints
received regularly. There was no compliant received from any employee
during the financial year 2014-15 and hence no complaint is outstanding
as on 31.03.2015 for redressal.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion and Analysis Report and the Report on
Corporate Governance, as required under Clause 49 of the Listing
Agreement, forms part of the Annual Report.
LISTING OF SHARES
During the year under review, the Company has listed its shares on the
National Stock Exchange of India Limited (NSE). NSE has been defined as
the Designated Stock Exchange of the Company.
ACKNOWLEDGEMENTS:
The Board of Directors express their appreciation for the contribution
made by the employees, customers and bankers for the support extended
by them during the year under review.
For and on behalf of the Board
MEENAKSHI SUNDARAM RAJKUMAR
Place : Coimbatore CHAIRMAN
Date : 20.07.2015 (DIN : 06935422)
Mar 31, 2014
Ladies & Gentlemen
The Directors are pleased to present the Twentieth Annual Report of
your Company and the Audited Annual Accounts for the financial year
ended 31st March 2014. The Management Discussion and Analysis is
included as a part of this Report.
FINANCIAL RESULTS
PARTICULARS 2013-2014 2012-2013
(Rs. in ''000) (Rs. in ''000)
Profit before Depreciation
and Amortisation Expenses,
Finance Cost and Tax Expenses 158656 160774
Less:Finance Cost 63325 63334
Depreciation and Amortisation
Expenses 54167 117492 45452 108786
Profit before Tax 41164 51988
Less : Current Tax 8268 12554
Deferred Tax -2491 5777 7295 19849
Profit for the year 35387 32139
Add : Balance in Statement of
Profit & Loss 83112 56907
118499 89046
Less : Appropriation
Transferred to General Reserve 890 810
Proposed Dividend on Equity
Shares 4380 4380
Tax on Dividend 744 746
Closing Balance 112485 83112
REVIEW OF OPERATIONS
Your Company has achieved a Profit before Tax of 411.64 lacs from
operations on a turnover of 11,209.11 lacs for the year ended 31st
March 2014.
FUTURE PLANS OF THE COMPANY
Your Company had commenced construction of commercial complex
admeasuring 25,000 sq. ft. on prime location during August 2013 and is
expected to be completed during this financial year. The Company is
planning to let out the entire space, and the rental receipt will
improve the bottomline.
Your Company has entered into an agreement with M/s. V.R. Textiles
Private Limited to utilize their spare capacity of 25,000 spindles for
conversion of cotton into yarn. This will enhance the spinning capacity
of the Company and will have an impact on the overall performance of
the Company.
OPPORTUNITIES
Your Company is mainly focusing on customized fancy yarn in niche
segment and has extended its entry into speciality fibre fancy yarn
which should help in the years to come.
THREATS
The economy world over is slowing down may have impact in the
performance of textile industry in general.
RISKS AND CONCERN
Your Company is exposed to all the risks associated with this business
in terms of market conditions, timing, inflation, long term economic
conditions, etc.,
INTERNAL CONTROL SYSTEMS
The company has an Internal Control System commensurate with the size
and the nature of its business.
SEGMENTWISE PERFORMANCE
The main business of your Company is Textiles. The Company has two wind
mills of 2.75 MW capacity. The electricity generated from the said WEG
is used for captive consumption and takes care of 50% of power
requirement at present level of operation.
Directors
Mr.Girish Gordhandas Radia resigned as Director of your Company on 4th
August, 2014. The Board places on record its appreciation for his
valuable contribution to your Company as an Independent Director during
his association with your Company.
Mr. Vastupal Rajnikant and Mr. Deepak Padamshi Malani retire at the
ensuing Annual General meeting and the Directors have proposed to
appoint them as Independent Directors for five consecutive years
commencing from 11th September 2014 to 10th September 2019
The Board of Directors at their meeting held on 4th August 2014 have
appointed Mr.M.Rajkumar as Additional Director and he holds office up
to the ensuing Annual General Meeting. The Board of Directors have
recommended the appointment of Mr.M.Rajkumar as Independent Director to
hold office for five consecutive years from 11th September 2014 to 10th
September 2019 as per the provisions of Section 149 and other
applicable provisions of the Companies Act, 2013.
The Board of Directors at their meeting held on 4th August 2014 have
reappointed Mr. Radhakrishnan Santossh as Managing Director of the
Company for a further period of 5 years from 26.09.2014. The Board of
Directors have also appointed Mrs. Vimala Radhakrishnan as Whole time
Director of the Company for a period of 5 years from 01.10.2014.
A brief resume, expertise, shareholding in the Company and details of
other Directorships of these Directors as stipulated under Clause 49 of
the Listing Agreement with the Stock
Exchange form part of the Notice of ensuing Annual General Meeting.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as Directors in terms of Section
274(1)(g) of the Companies Act, 1956.
Your directors recommend their appointment / re-appointment.
DIVIDEND
Your Directors recommend a dividend of 10% (Rs. 1/- per share of face
value of Rs. 10/-) subject to the approval of the shareholders at the
ensuing Annual General Meeting of the Company.
AUDITORS
M/s. Mohan & Venkataraman, Chartered Accountants retire at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment. The Audit Committee and the Board recommend the
re-appointment M/s. Mohan & Venkataraman, Chartered Accountants as
Statutory Auditors and the Company has received a certificate from the
Statutory Auditors to the effect that their re-appointment, if made,
would be within the limits prescribed under section 139 of the
Companies Act, 2013. Members are requested to appoint the Auditors for
a period of three years commencing from the conclusion of the ensuing
20th Annual General Meeting upto the conclusion of the 23rd Annual
General Meeting of the Company which ought to be held during the year
2017.
PUBLIC DEPOSITS
Your Company has accepted deposits from the public upto 16th January,
2014. The amount of deposits outstanding as on 31st March, 2014 was
195.00 Lakhs and there are no overdue deposits as on 31st March 2014.
There are no unclaimed deposits.
INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.
As per the requirement of 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, the information regarding conservation
of energy, technology absorption and foreign exchange earned and outgo
are appended hereto and form part of this report.
PARTICULARS OF EMPLOYEES
There is no employee who is in receipt of remuneration in excess of the
limits set under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employee Rules 1975).
DEMATERIALISATION AND SHARE TRANSFER
The company''s shares are traded compulsorily in the dematerialised form
and is available for trading under National Securities Depositories
Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).
M/s. SKDC Consultants Limited, Coimbatore is the Company''s transfer
agent for both physical and electronic form of transfers.
CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement, a separate Report on Corporate Governance along with the
Auditors Certificate on its compliance forms an integral part of this
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of The Companies Act, 1956, your
Directors have :
a. followed in the preparation of the Annual Accounts, the applicable
accounting standards.
b. selected such accounting policies and applied them 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 at the
end of the financial year and of financial position of the company for
the period.
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities, and,
d. prepared the attached statement of accounts for the year ended 31st
March 2014 on a going concern basis.
COST AUDITOR
As per the requirements of the Central Government and pursuant to the
provisions of Section 233 B of the Companies Act, 1956, the audit of
the Cost Accounts relating to manufacturing of Synthetic Yarn is being
carried out for the financial year 31st March 2014. The Company has
appointed Mr. G Sivagurunathan, Cost Auditor, Coimbatore to audit the
cost accounts for the year 31st March 2014 for which necessary approval
from the Central Government has been received. The Cost Audit Report in
respect of financial year 2013-2014 will be filed on or before the due
date.
Pursuant to section 290(1)(d) of the Companies Act, 1956 and Rule 5 of
the Companies (Cost Audit Records) Rules, 2011, the Cost Audit Report
for the financial year ended 31st March, 2013 was submitted to the
Central Government on 20.09.2013.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956, and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a certificate from a secretary in whole time practice and a
copy of such certificate is annexed to this Report
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Bankers, Government
authorities, shareholders, suppliers and contractors for their support
and co-operation extended to the Company.
By Order of the Board,
Place : Coimbatore
SANTOSSH. R VIMALA. R
Date : 04.08.2014 Managing Director Director
Mar 31, 2013
Ladies & Gentlemen,
The Directors are pleased to present the Nineteenth Annual Report of
your Company and the Audited Annual Accounts for the financial year
ended 31st March 2013. The Management Discussion and Analysis is
included as a part of this Report.
FINANCIAL RESULTS
PARTICULARS
2012-2013 2011-2012
(Rs. in thousands)
Profit before Depreciation
and Amortisation Expenses,
Finance Cost and Tax Expenses 160774 97523
Less: Finance Cost 63334 47898
Depreciation and Amortisation Expenses 45452 34068
Profit before Tax 51988 15557
Less: Current Tax 12554 3112
Deferred Tax 7295 19136
Profit for the year 32139 -6691
Add: Balance in Profit & Loss Account 56907 69888
89046 63197
Less: Appropriation
Transferred to General Reserve 810 1200
Proposed Dividend on Equity Shares 4380 4380
Tax on Dividend 744 711
Closing Balance 83112 56907
DIRECTORS
Mrs.Vimala Radhakirshnan and Mr.Girish.G.Radia, Directors retire at the
ensuing Annual General Meeting of the Company and being eligible offers
themselves for re-election.
The Board of Directors has re-appointed Ms.Giulia Bosco as Whole-Time
Director of the Company for a further period of five years with effect
from 1st October 2013 subject to the approval of the shareholders of
the Company. Accordingly appropriate resolution seeking your approval
to the re-appointment is also included in the notice.
DIVIDEND
Your directors recommend a dividend of 10% (Re.1/- per share of face
value of Rs.10/-) subject to the approval of the shareholders at the
ensuing Annual General Meeting of the Company.
AUDITORS
M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment.
AUDITORS'' REPORT
With regard to the Auditors'' qualification on registration of four
vehicles in the name of one of the Directors, the Directors wish to
state that appropriate steps will be taken to register the vehicles in
the name of the Company.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public during the
year under review. Deposits outstanding as on March 31, 2013 amounted
to Rs. 195.00 Lakhs. There are no overdue deposits as on 31st March
2013.
INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.
As per the requirement of 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, the information regarding conservation
of energy, technology absorption and foreign exchange earned and outgo
are appended hereto and form part of this report.
PARTICULARS OF EMPLOYEES
There is no employee who is in receipt of remuneration in excess of the
limits set under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employee Rules 1975).
DEMATERIALISATION AND SHARE TRANSFER
The company''s shares are traded compulsorily in the dematerialised form
and is available for trading under National Securities Depositories
Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).
M/s.SKDC Consultants Limited, Coimbatore is the Company''s transfer
agent for both physical and electronic form of transfers.
CORPORATE GOVERNANCE
The Board of Directors of your Company has taken all necessary steps to
comply with Clause 49 of the Listing Agreement entered by the Company
with the Stock Exchanges at Chennai, Ahemadabad and BSE IndoNext
Segment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of The Companies Act, 1956, your
Directors have :
a. followed in the preparation of the Annual Accounts, the applicable
accounting standards.
b. selected such accounting policies and applied them 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 at the
end of the financial year and of financial position of the company for
the period.
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities, and,
d. prepared the attached statement of accounts for the year ended 31st
March 2013 on a going concern basis.
COST AUDITOR
As per the requirements of the Central Government and pursuant to the
provisions of Section 233 B of the Companies Act, 1956, the audit of
the Cost Accounts relating to manufacturing of Synthetic Yarn is being
carried out for the financial year 31st March 2013. The Company has
appointed Mr.G Sivagurunathan, Cost Auditor, Coimbatore to audit the
cost accounts for the year 31st March 2013 for which necessary approval
from the Central Government has been received. The Cost Audit Report in
respect of financial year 2012-2013 will be filed on or before the due
date.
COST COMPLIANCE
Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956 and Rule 5 of
The Companies (Cost Accounting Records) Rules, 2011, the Cost
Compliance Report for the financial year ended 31st March 2012 was
submitted to the Central Government on 21/12/2012.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956,and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a certificate from a secretary in whole time practice and a
copy of such certificate is annexed to this Report
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Bankers, Government
authorities, shareholders, suppliers and contractors for their support
and co-operation extended to the Company.
By Order of the Board,
(Sd/-)
SANTOSSH.R
Managing Director
Place : Coimbatore (Sd/-)
VIMALA.R
Date : 30.05.2013 Director
Mar 31, 2012
The Directors are pleased to present the Eighteenth Annual Report of
your Company and the Audited Annual Accounts for the financial year
ended 31st March 2012. The Management Discussion and Analysis is
included as a part of this Report.
FINANCIAL RESULTS
PARTICULARS 2011-2012 2010-2011
(Rs.in thousands)
Profit before Depreciation
and Amortisation Expenses, 97523 87988
Finance Cost and Tax Expenses
Less: Finance Cost 47898 28224
Depreciation and Amortisation
Expenses 34068 24633
Profit before Tax 15557 35131
Less: Current Tax 3112 7045
Deferred Tax 19136 3832
Profit/(Loss) for the year - 6691 24254
Add: Balance in Profit &
Loss Account 69888 53509
63197 77763
Less: Appropriation
Transferred to General Reserve 1200 2400
Proposed Dividend on Equity Shares 4380 4711
Tax on Dividend 711 764
Closing Balance 56907 69888
REVIEW OF OPERATIONS
The Company's operations has resulted in a profit (before charging
depreciation and Finance cost) of Rs.97523 lakhs as against a profit
(before charging depreciation and Finance cost) of Rs.879.88 lakhs in the
previous year. However due to higher Finance Cost, the Company has
incurred a loss of Rs.66.91 lakhs (after current tax & deferred tax) as
against a profit of Rs.242.54 lakhs In the previous year..
The Company has completed implementation of modernisation project at a
cost of Rs.692.71 lacs and has commissioned second windmill of 1.5 MW
capacity at a cost of Rs.910.00 lacs. This has resulted in increase in
finance cost from Rs.282.24 lacs to Rs.478.98 lacs. The said project and
windmill is expected to improve the bottomline substantially.
FUTURE PLANS OF THE COMPANY
Your Company has proposed to expand capacity by 4,320 spindles at a
project cost of Rs.11 Crores with a target turnover of Rs.95 Crores during
the financial year 2012-13.
OPPORTUNITIES
Your Company is mainly focusing on customized fancy yarn in niche
segment and planning to extend its entry into speciality fibre fancy
yarn which should help in the years to come.
THREATS
The economy world over is slowing down may have impact in the
performance of textile industry in general.
RISKS AND CONCERN
Your Company is exposed to all the risks associated with this business
in terms of market conditions, timing, inflation, long term economic
conditions, etc.,.
INTERNAL CONTROL SYSTEMS
The company has an Internal Control System commensurate with the size
and the nature of its business.
SEGMENT - WISE PERFORMANCE
The main business of your Company is Textiles. The Company has
commissioned second wind mill of 1.5 MW capacity at Kundadam Village,
Tirupur District, Tamilnadu during Mar'2012. The electricity
generated from the said WEG is used for captive consumption and takes
care of 50% of power requirement at present level of operation.
DIRECTORS
Mr.Vastupal Rajnikant Mehta and Mr.Deepak Padamshi Malani, Directors of
the Company will retire by rotation and being eligible offers
themselves for reappointment.
DIVIDEND
The Board of Directors have proposed dividend of 10% subject to
approval of the shareholders at the ensuing Annual General Meeting of
the Company.
AUDITORS
M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public during the
year under review. In respect of the deposits accepted in earlier
years, there are no unclaimed deposits as on 31st March 2012.
INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.
As per the requirement of 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, the information regarding conservation
of energy, technology absorption and foreign exchange earned and outgo
are appended hereto and form part of this report.
PARTICULARS OF EMPLOYEES
There is no employee who is in receipt of remuneration in excess of the
limits set under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employee) Rules 1975.
DEMATERIALISATION AND SHARE TRANSFER
The Company's shares are traded compulsorily in the dematerialised
form and is available for trading under National Securities
Depositories Limited (NSDL) and Central Depositories Service (India)
Limited (CDSL).
M/s.SKDC Consultants Limited, Coimbatore is the Company's transfer
agent for both physical and electronic form of transfers.
CORPORATE GOVERNANCE
The Board of Directors of your Company has taken all necessary steps to
comply with Clause 49 of the Listing Agreement entered by the Company
with the Stock Exchanges. A separate section on compliance with the
conditions of Corporate Governance and certificate from statutory
auditors of the Company in this regard is annexed hereto and form part
of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of The Companies Act, 1956, we state as
under :
(i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
(ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period.
(iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(iv) That the directors had prepared the annual accounts for the year
ended 31st March 2012 on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956 read with
Companies (Compliance Certificate) Rules, 2001 as amended, the Company
has obtained a Certificate from Mr. M. D. Selvaraj, FCS Company
Secretary in whole-time practice and a copy of the Certificate is
annexed to this report.
COST ACCOUNTANT
In conformity with the provisions of the Companies (Cost Accounting
Records) Rules, 2011 [notified vide notification No. G.S.R. 429 (E)
dated 3rd June 2011] issued by the Ministry of Corporate Affairs, the
Company has appointed Mr.G.Sivagurunathan, Cost Accountant, Coimbatore
as Cost Accountant for the financial year under review and the Cost
Compliance Report in respect of the financial year 2011-2012 will be
filed on or before the due date.
AUDITORS' REPORT
With regard to the Auditors' qualification on registration of four
vehicles in the name of one of the Directors, the Directors wish to
state that appropriate steps will be taken to register the vehicles in
the name of the Company
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Bankers, Government
authorities, shareholders, suppliers and contractors for their support
and co-operation extended to the Company.
By Order of the Board,
(Sd/-) SANTOSSH.R
Managing Director
Place : Coimbatore (Sd/-) VIMALA.R
Date : 16.07.2012 Whole Time Director
Mar 31, 2011
The Directors are pleased to present the Seventeenth Annual Report of
your company and the Audited Annual Accounts for the financial year
ended 31st March 2011. The Management Discussion and Analysis is
included as a part of this Report.
FINANCIAL RESULTS
Year Ended Year Ended
SI.No. PARTICULARS 31.03.2011 31.03.2010
(Rs. in Lacs)
1. Net Sales / Income from Operations 7,551.52 5,031.47
2. Other Income 15.28 8.53
3. Total Expenditure 6,686.81 4,517.68
4. Interest 282.40 214.10
5. Profit before Depreciation
and Taxation 597.59 308.22
6. Depreciation 246.33 180.81
7. Profit before Tax 351.26 127.41
8. Prior year Income 0.06 0.48
9. Prior year Expenses à 0.69
10. Provision for taxation 70.45 21.85
11. Provision for Deferred Tax 38.32 17.72
12. Income Tax for Prior years à 10.73
13. Profit after Tax 242.55 76.90
14. B/F from Previous year 535.09 516.43
15. Profit available for appropriation 777.64 593.33
16. Appropriation
a. General Reserve 24.00 7.00
b. Proposed Dividend on Equity Shares 46.95 43.80
c. Dividend Distribution Tax 7.80 7.44
17. Balance in Profit & Loss Account 698.88 535.09
18. Paid-up Equity Share Capital 437.98 437.98
REVIEW OF OPERATIONS
Your Company has achieved a Profit before Tax of Rs.351.26 lacs from
operations on a turnover of Rs.7,551.52 lacs for the year ended 31st
March 2011.
FUTURE PLANS OF THE COMPANY
Your Company has expanded capacity from 30,344 spindles to 33,048
spindles as on date during financial year 2011-12 with main focus on
fancy yarns as core business. Your Company has forayed into yarn
export during the year. The Company is planning to build commercial
complex on land owned by the Company at the heart of Coimbatore city.
OPPORTUNITIES
Your Company is mainly focusing on customized fancy yarn in niche
segment which should help in having an edge over the competitors.
THREATS
The wide fluctuations in fibre and yarn pricing which has impacted
textile industry may pose threat in the short term.
OUTLOOK
The economy has revived and should be vibrant in near future.
RISKS AND CONCERN
Your Company is exposed to all the risks associated with this business
in terms of market conditions, timing, inflation, long term economic
conditions, etc.,.
INTERNAL CONTROL SYSTEMS
The company has an Internal Control System commensurate with the size
and the nature of its business.
SEGMENT - WISE PERFORMANCE
The main business of your Company is Textiles. The Company has
commissioned 1.25 MW Wind Electric Generator at Koodankulam Village,
Tirunelveli Dist., Tamilnadu during Mar2011. The electricity generated
from the said WEG is used for captive consumption.
DIRECTORS
Mr.Girish.G.Radia, Director retires at the ensuing Annual General
Meeting of the Company and being eligible offers himself for
re-election.
DIVIDEND
The Board of Directors have proposed dividend of 12.5% including
dividend distribution tax subject to approval of the shareholders at
the ensuing Annual General Meeting of the Company.
AUDITORS
M/s.Mohan & Venkataraman, Chartered Accountants, Coimbatore retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment.
AUDITORS REPORT
With regard to the Auditors qualification on registration of three
vehicles in the name of one of the Directors, the Directors wish to
state that appropriate steps will be taken to register the vehicles in
the name of the Company.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public during the
year under review.
INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.
As per the requirement of 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, the information regarding conservation
of energy, technology absorption and foreign exchange earned and outgo
are appended hereto and form part of this report.
PARTICULARS OF EMPLOYEES
There is no employee who is in receipt of remuneration in excess of the
limits set under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employee Rules 1975).
DEMATERIALISATION AND SHARE TRANSFER
The companys shares are traded compulsorily in the dematerialised form
and is available for trading under BSE IndoNext Segment.
M/s.SKDC Consultants Limited, Coimbatore is the Companys transfer
agent for both physical and electronic form of transfers.
CORPORATE GOVERNANCE
The Board of Directors of your Company has taken all necessary steps to
comply with Clause 49 of the Listing Agreement entered by the Company
with the Stock Exchanges at Coimbatore, Chennai, Ahemadabad and BSE
IndoNext Segment.
COMPLIANCE CERTIFICATE
The Board has duly obtained a compliance Certificate relating to the
review period from a Company Secretary in Practice. The said document
is available at the Registered Office for inspection.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of The Companies Act, 1956, your
Directors have :
a. followed in the preparation of the Annual Accounts, the applicable
accounting standards.
b. selected such accounting policies and applied them 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 at the
end of the financial year and of financial position of the company for
the period.
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities, and,
d. prepared the attached statement of accounts for the year ended 31st
March 2011 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Bankers, Government
authorities, shareholders, suppliers and contractors for their support
and co-operation extended to the Company.
By Order of the Board,
(Sd/-) SANTOSSH.R
Managing Director
Place : Coimbatore
Date : 09.06.2011
Mar 31, 2010
The Directors are pleased to present the Sixteenth Annual Report of
your Company and the Audited Annual Accounts for the financial year
ended 31st March 2010. The Management Discussion and Analysis is
included as a part of this Report.
FINANCIAL RESULTS
Year Ended Year Ended
SI.No. PARTICULARS 31.03.2010 31.03.2009
(Rs. in Lakhs)
1. Net Sales / Income from Operations 5,031.47 4,798.13
2. Other Income 8.53 78.53
3. Total Expenditure 4,517.68 4,370.29
4. Interest 214.10 235.36
5. Profit before Depreciation and Taxation 308.22 271.01
6. Depreciation 180.81 142.20
7. Profit before Tax 127.41 128.81
8. Prior year Income 0.48 0.00
9. Prior year Expenses 0.69 0.00
10. Provision for taxation 21.85 5.00
11. Provision for Fringe Benefit Tax 0.00 1.22
12. Provision for Deferred Tax 17.72 9.82
13. Income Tax for Prior years 10.73 0.65
14. Profit after Tax 76.90 112.12
15. B/F from Previous year 516.43 404.30
16. Profit available for appropriation 593.33 516.43
17. Paid-up Equity Share Capital 437.98 437.98
REVIEW OF OPERATIONS
Your Company has achieved a profit of Rs.127.41 lacs from operations
before tax on a turnover of Rs.5,031.47 lacs for the year ended 31st
March 2010.
FUTURE PLANS OF THE COMPANY
Your Company has expanded capacity from 20,264 spindles to 30,344
spindles as on date during 2010-11 with main focus on fancy yarns as
core business. Your Company is also planning foray into yarn export
during the year.
OPPORTUNITIES
Your Company is mainly focusing on customized fancy yarn in niche
segment should help in having an edge over the competitors.
THREATS
The slow revival from global recessionary trend has impacted every
industry may pose threat in the short term.
OUTLOOK
The economy is under revival and should be vibrant in the days to come.
RISKS AND CONCERN
Your Company is exposed to all the risks associated with this business
in terms of market conditions, timing, inflation, long term economic
conditions, etc.,.
INTERNAL CONTROL SYSTEMS
The company has an Internal Control System commensurate with the size
and the nature of its business.
SEGMENT WISE PERFORMANCE
The main business of your Company is Textiles. Your Company is also
engaged in real estate and agricultural operations. Your Company has
recognized a net income of Rs.0.92 lacs in connection with the
agricultural operations during the year.
DIRECTORS
Mr.Vasthupal R.Mehta and Mr.Deepak Malani, Directors retire at the
ensuing Annual General Meeting of the Company and being eligible offer
themselves for re-election.
DIVIDEND
The Board of Directors recommend the payment of Rs. 1/- per fully paid
equity shares of the company for the financial year ended 31st March
2010 to the members whose name appear in the Register of Members as on
the closing of 06th July 2010
AUDITORS
M/s.Mohan & Venkataramanan, Chartered Accountants, Coimbatore retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment.
AUDITORS REPORT
With regard to the Auditors qualification on registration of four
vehicles in the name of one of the Directors, the Directors wish to
state that appropriate steps will be taken to register the vehicles in
the name of the Company
PUBLIC DEPOSITS
The company has not accepted any deposit from the public during the
year under review.
INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.
As per the requirement of 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, the information regarding conservation
of energy, technology absorption and foreign exchange earned and outgo
are appended hereto and form part of this report.
PARTICULARS OF EMPLOYEES
There is no employee who is in receipt of remuneration in excess of the
limits set under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employee Rules 1975).
DEMATERIALISATION AND SHARE TRANSFER
The companys shares are traded compulsorily in the dematerialised form
and is available for trading under National Securities Depositories
Limited (NSDL) and Central Depositories Service (India) Limited (CDSL).
M/s.SKDC Consultants Limited, Coimbatore is the Companys transfer
agent for both physical and electronic form of transfers.
CORPORATE GOVERNANCE
The Board of Directors of your Company has taken all necessary steps to
comply with Clause 49 of the Listing Agreement entered by the Company
with the Stock Exchanges at Coimbatore, Chennai, Ahemadabad and BSE
IndoNext Segment.
COMPLIANCE CERTIFICATE
The Board has duly obtained a compliance Certificate relating to the
review period from a Company Secretary in Practice. The said document
is available at the Registered Office for inspection.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of The Companies Act, 1956, your
Directors have :
a. followed in the preparation of the Annual Accounts, the applicable
accounting standards.
b. selected such accounting policies and applied them 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 at the end of the
financial year and of financial position of the company for the period.
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities, and,
d. prepared the attached statement of accounts for the year ended 31st
March 2010 on a going concern basis.
ACKNOWLEDGEMENT
Your directors take this opportunity to thank the bankers, Government
authorities, shareholders, suppliers and contractors for their support
and co-operation extended to the Company.
By Order of the Board,
Place : Coimbatore (Sd/-)
SANTOSSH.R
Date : 18.06.2010 Managing Director
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- Notes To Account
-
Lambodhara Textiles Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
