Mar 31, 2015
Dear Shareholders,
With a deep sense of sorrow, it is reported that Sri.R.Doraiswami
Naidu, Chairman of the Company expired on 9th April 2015. The Company
hereby places on record the distinguished service rendered by
Sri.R.Doraiswami Naidu who founded the Company, by being at the helm
of affairs of the company for about 66 years and also the phenomenal
contribution made by him for the progress of the company during his
tenure of Directorship / Chairmanship.
Your Directors submit the following Report on the working of the
Company for the year ended 31.03.2015.
After meeting all working expenses, interest, repairs to machinery and
buildings, the working results of the company for the year 2014-15 is
given below :-Financial results:
Year Ended
31.03.2015 31.03.2014
Rs. Rs.
(Loss) before Interest and
Depreciation (2,74,43,316) (10,53,969)
Less : Interest (4,49,04,680) (3,23,31,592)
Depreciation (1,23,38,637) (1,02,13,362)
(Loss) before Exceptional items (8,46,86,633) (4,35,98,923)
Exceptional Item: Surplus on conversion
of land into Stock-in-Trade 6,82,42,005 85,94,196
(Loss) after Exceptional Item (1,64,44,628) (3,50,04,727)
(DEFICIT) carried over to Balance Sheet (1,64,44,628) (3,50,04,727)
Performance:
The turnover of the Company has come down from Rs.17.30 crores to
Rs.16.25 crores and the Company has incurred a loss of Rs.1.64 crores
after charging Interest and Depreciation and the exceptional items.
This is mainly due to suspension of activity in Tamilnadu and reduced
utilization in Andhra Pradesh.
There was volatility in cotton price and due to general sluggishness
of the economy in the Country as well as in the World over, there was
no pick up in demand. Consequently, much progress could not take place
in the performance of the company. However, the prospects for textile
industry looks promising provided a favourable condition prevails in
the Country due to Governments initiatives.
Future:
The economy is expected to pick up in the coming months due to the
initiatives taken by the Government. The Company intends to operate
its plant during the current year to the full capacity, utilizing the
power available to the maximum extent thereby improve its performance.
Management Discussion and Analysis
In terms of the provisions of Clause 49 of the Listing Agreement, the
Management Discussion and Analysis is set out in this report. It
contains an analysis on the Performance of the industry, the Company,
Internal Control System and Risk management policy.
Board of Directors:
The composition of the Board of Directors of the Company is furnished
in the Corporate Governance Report annexed to this report. The Company
has issued a letter of appointment to all independent directors and
the terms and conditions of their appointment have been disclosed on
the website of the company. In terms of Section 149 of the Companies
Act, 2013 (Act), Sri.N.Jothikumar (DIN:00028025) Sri.R.Narayanamurthy
(DIN:00028158) and Sri.R.Radhakrishnan (DIN:00028190), Independent
Directors were appointed by the Shareholders at the 67th Annual
General Meeting (AGM) held on September 29, 2014 for a period of five
years to hold Office upto 28th September 2019. All the independent
directors have affirmed that they satisfy the criteria laid down under
Sec.149(6) of the Act and Clause-49 of the Listing Agreement. Further,
the Company's Code of Conduct suitably incorporates the duties of
independent directors as laid down in the Act.
Retirement by rotation:
Smt. L. Nagaswarna (DIN: 00051610), who has been appointed as a Whole
time Director, retires by rotation at the ensuing Annual General
Meeting of the Company, as per the terms of her appointment. The place
so vacated by her has to be filled up at the same meeting. The
retiring Director is eligible for re-appointment at the ensuing Annual
General Meeting. Accordingly, a resolution to this effect is included
in the Agenda for consideration of members at the ensuing Annual
General Meeting of the Company.
Board Meetings:
During the year six (6) Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report. The
intervening period between two consecutive meetings was within the
period prescribed under the Act.
Meeting of Independent Directors:
During the year, one separate meeting of independent directors was
held. All the independent directors were present at this meeting. In
the said meeting, the independent directors assessed the quality,
quantity and timeliness of flow of information between the management
and the Board and expressed that the current flow of information and
contents were adequate for the Board to effectively perform its
duties.
Board Evaluation
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board.
The evaluation process has been framed by the Nomination and
Remuneration Committee and approved by the Board. A questionnaire
consisting of certain criteria is adopted for reviewing the
functioning and effectiveness of the Board and for identifying
possible areas for improvement. Each Board member is requested to
evaluate the effectiveness of the Board dynamics and relationships,
information flow, decision making of the Directors, relationship to
Stakeholders, Company performance, company strategy and effectiveness
of the whole Board and its various committees on a scale of one to
five.
Necessary feed back is provided for improvement in the performance of
the Directors and the functioning of the overall Board and the various
committees.
Familiarisation Programme for Independent Directors :
The Company has put in place required programme for independent
directors to get familiarized with the Organisation and also about
their duties and responsibilities.
Key Managerial Personnel:
Sri.D.Lakshminarayanaswamy (DIN:00028118), Managing Director,
Smt.L.Nagaswarna, Wholetime Director (DIN:00051610),
Sri.S.A.Subramanian and Sri. G. Krishnakumar as Company Secretary and
Chief Financial Officer respectively constitute Key Managerial
Personnel of the Company.
Remuneration Policy:
The policy on appointment, remuneration and evaluation criteria for
Directors and Senior Management is as per the recommendation of the
Nomination and Remuneration Committee of the Board. The Company
recognized that Compensation Policy is an important and strategic tool
in the achievement of vision and goals of the company. It is in
keeping with the performance of the individuals, internal equity,
market trends and industry practices, legal requirements and
appropriate governance standards.
The Nomination and Remuneration Committee recommends the remuneration
of Directors and Senior Management personnel which is approved by the
Board of Directors, subject to the approval of shareholders, where
necessary.
Audit Committee:
In terms of the provisions of Section 177 of the Act and Clause 49 of
the Listing Agreement, the Audit Committee of the Board was
reconstituted to act in accordance with the terms of reference
prescribed therein. Detailed disclosure on compositions, terms of
reference and meetings of the Audit Committee are furnished in the
Corporate Governance Report. Statutory Auditors:
The Auditors of the Company M/s.M.S.Jagannathan & Visvanathan were
appointed at the last AGM to hold Office till the conclusion of 69th
Annual General Meeting subject to ratification by members at the
ensuing Annual General Meeting and being eligible offer themselves for
their continuance as auditors of the company.
Cost Audit:
Ministry of Corporate Affairs (MCA) has vide Notification dated 31st
December 2014 amended the Companies (Cost Records and Audit) Rules
2014. Accordingly, the rules apply to the Companies which have
turnover exceeding the prescribed limits. Since the Company's
turnover is less than the prescribed limit, the company is exempt from
maintenance of Cost Records and Audit thereof.
Secretarial Audit:
Smt.C.Jayanthi, Practising Company Secretary was appointed to conduct
the Secretarial Audit of the Company for the Financial year 2014-15 as
required under Sec.204 of the Act, and Rules made thereunder. The
Secretarial Audit Report for the Financial Year 2014-15 forms part of
the Annual Report as annexure to the Board's Report.
The Board has appointed Smt.C.Jayanthi, Practising Company Secretary
as Secretarial Auditor of the Company for the Financial Year 2015-16.
Internal Auditor :
The Company continues to engage Smt.Sasirekha Vengatesh, Chartered
Accountants as Internal Auditors of the Company. The scope of work
includes review of processes for safeguarding the assets of the
company, review of operational efficiency, effectiveness of systems
and processes and assessing the strength and weaknesses of internal
control. Internal Auditors reports are placed before the Audit
Committee on a regular basis for taking suitable action for
improvement, wherever required.
Statement of Responsibility of Directors:
As required under section 134 of the Act, it is stated
a. that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures.
b. that the Directors had 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 (i.e.) 31st
March 2015 and of the loss of the company for that period.
c. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. that the directors had prepared the annual accounts on a "going
concern" basis, and
e. that the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f. that 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. Related Party Transactions:
All contracts / arrangements / transactions entered into by the
company during the Financial Year with related parties were in the
ordinary course of business and on arm's length basis. During the
year, the company had not entered into any contracts / arrangements /
transactions with related parties which could be considered material
in accordance with the policy of the company on materiality of related
party transactions.
Statement giving details of the Contacts / arrangements / transactions
with related parties is placed before the Audit Committee and the
Board of Directors for their approval on quarterly basis.
Corporate Social Responsibility :
Pursuant to Sec.135 of the Act the Company does not satisfy the
eligibility criteria with regard to networth, turnover and net profit
and hence the company is not required to comply with the provisions
relating to CSR.
Fixed Deposits:
As on 31.03.2015, there was no Fixed Deposits lying with the Company.
Energy Conservation, Technology Absorption and Foreign Exchange
earnings & outgo :
The information on the above stipulated under Sec.134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed
herewith as Annexure-I. Particulars of Directors, Key Management
Personnel and Employees:
The information required pursuant to Sec.197 of the Act read with
Rule5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 in respect of Directors, Key Management
Personnel and employees of the Company are provided in the Annual
Report.
Corporate Governance
A separate Report on Corporate Governance is attached to this report.
A certificate from the Auditors of the company confirming compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is attached to this report.
Other Disclosures:
a. Details of loan, guarantees and investments under the provisions of
Sec.186 of the Act are given in the Notes.
b. The internal control systems and its adequacy are discussed in the
Management Discussion and Analysis annexed to the Directors Report.
c. There was no significant material order passed by the Regulators /
Courts which would impact the going concern status of the company and
its future operations.
d. The details forming part of the extract of the Annual Return in
Form MGT-9 is annexed to the Directors' Report.
e. The Company has adopted the Whistle Blower Policy for Directors and
Employees of the Company to report concerns about the unethical
behaviour, actual or suspected fraud or violation of the Company's
Code of Conduct and ethics. The policy is provided pursuant to Clause
7(iii) of Annexure-XII to the Listing Agreement. It also provides for
adequate safeguard against victimization of Directors / Employees who
avail of the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases. The policy is
also disclosed in the Company's Website.
f. The Company has adopted a code of conduct for the Board of
Directors and Senior Management of the company and all of them have
affirmed compliance of the same.
g. The Company has in place an Anti Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Necessary
mechanism has been put across the company in this regard to cover all
the women employees in the company.
h. As contemplated under Clause 49(IX) of the Listing Agreement,
certificate from MD/CEO Sri.D.Lakshminarayanaswamy & CFO
Sri.G.Krishnakumar was placed before the Board of Directors at their
meeting held on 28.05.2015.
i. Pursuant to Sec.134(3)(l) of the Act, there was no significant
material changes and commitments affecting the financial position of
the Company has taken place between the end of the financial year of
the company and the date of Directors' Report.
General:
As reported earlier, the company proposes to develop the land at
Ganapathy, in stages and necessary actions are being taken in this
regard. If, any material development takes place, the same will be
reported in due course.
Our thanks are due to The South Indian Bank Ltd., for their support
and assistance to meet our business needs.
The Directors appreciate the services rendered by the Officers, Staff
and the employees of the Company.
We pray for the Grace of Almighty Sri Jaganatha Perumal for the
prosperity of the Company.
For and on behalf of the Board of Directors
of Sri Ramakrishna Mills (Coimbatore) Limited
Place : Coimbatore D. LAKSHMINARAYANASWAMY
Date : 28.05.2015 Chairman of the meeting
Mar 31, 2014
Dear Shareholders,
The Direct ors submit the following Report on the working of the
Company for the year ended 31.03.2014.
An er meeting all working expenses, interest, repairs to machinery and
buildings, the working results of the company for the year 2013-14 is
given below :-
Year Ended
31.03.2014 31.03.2013
Profit/(Loss) before Interest and 10.52.273 1.04.86.478
Depreciation
Less: Interest 3.23.31.592 1.04.86.478
Depreciation 1.02.13.362 91.82.249
(Loss) before Exceptional items (4,35,97,227) (3,73,75,414)
Exceptional Item: Surplus on conversion
of land into Stock-i n-Trade 85,92,500 1,03,29,657
(Loss) after Exceptional Item (3,50,04,727) (2,70,45,757)
(DEFICIT) carried over to Balance Sheet (3,50,04,727) (2,70,45,757)
Performance:
The turnover of the Company has come down from Rs.37.82 crores to
Rs.17.31 crores and the Company has incurred a loss of Rs. 4.36 crores
after charging Interest and Depreciation, before the exceptional items.
This is mainly duly to severe power shortage in Andhra Pradesh and
suspension of activity in Ta milnadu.
Th ere was volatility in cotton price and due to general sluggishness
of the economy in the Country as well as in the World over, there was
no pick up in demand. Consequently, much progress could not take place
in the performance of the company. However, the prospects for textile
industry looks promising provided a favourable condition prevails in
the Country due to Governments initiatives.
Directors:
Sri.R.Doraiswami has expressed his desire to retire from the Board
owing to advancing age, after being at the helm of affairs of the
company for the past 66 years
In terms of provisions of the Companies Act, 2013 , the existing three
non-executive Directors - Sri.N.Jothikumar, Sri.R.Narayanamurthy and
Sri.R.Radhakrishnan had ceased to be directors of the company at the
ensuing Annual General M eeting and the Board considers that their
continued association will be beneficial to the company and as such it
is proposed to re-appoint them as independent directors of the company
for the next five years i.e. upto 28th September 2019 and during this
period they are not liable to retire by rotation. Necessary
resolutions for their re-appointment are placed before the Members for
seeking their consent therefor.
According to the provisions of the Companies Act, 2013 and the
Regulation 35B of Listing A greement, our Company has to have a Woman
Di rector. Therefore it is proposed to appoint Smt.L.Nagaswarna (DIN
00051610) as a Director of the Company, who at present is the Chief
Executive of the Company. Necessary Resolution for her appointment is
included in the Agenda of the ensuing Annual General Meeting. She will
draw the same Remuneration as at present and her period of Office is
liable to determination by retirement of Directors by rotation.
The appointment of Sri.D.Lakshminarayanaswamy, Managing Director
expired on 31.03.2014 and is eligible for reappointment and is proposed
to reappoint him for a further period of 3 years at the same
remuneration as he is drawing at present as the Board considers that
his continued association would be of immense benefit to the company
and it is desirable to continue to avail the services of
Sri.D.Lakshminarayanaswamy as Managing Director. N ecessary resolution
for his re-appointment is included in the Agenda of the Annual General
Meeting.
Fixed Deposits:
As on 31.03.2014, 1,96,66,000 D eposits totaling Rs.45,000/- 4 deposits
totaling have not been claimed after the due dates of the respective
deposits.
Technology absorption , Energy Conservation etc:
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to the Companies
(Declaration of Particulars in the Report of Board of Directors) Rules,
1988 are annexed separately and they form part of this report.
Employees:
No employee of the company has drawn salary in excess of Rs.5,00,000/-
per month. Hence the particulars of employees as per Section 217(2A) of
the Companies Act, 1956 has not been given.
Statement of Responsibility of Directors:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departure from the same.
(ii) that the accounting policies selected and applied are consistent
and the judgements and estimates made 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 ended March 31,2014 and of the Loss of
the company for the year ended on that date.
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the annual accounts have been prepared on a "going concern"
basis.
Corporate Governance
A separate R eport on Corporate Governance is attached to this report.
A certificate from the Auditors of the company confirming compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agree ment is attached to this report.
Code of Conduct:
The Company has adopted a code of conduct for the Board of Di rectors
and Senior Management of the company and all of them have affirmed
compliance of the same.
CEO/CFO Certification:
As contemplated under Clause 49 of the Listing A greement, certificate
from Mr.G.Krishnakumar, CFO was placed before the Board of Directors at
their meeting held on
14.08.2014.
Auditors:
The Auditors of the Company M/s.M.S.Jagannathan & Visvanathan retire at
the ensuing Annual General M eeting and being eligible offer themselves
for re-appointment at the same
General:
Und er the existing circumstances, it is proposed to carry on the
business of trading in various securities as the same may be
conveniently or advantageously combined with the business of the
Company. Accordingly it is necessary to amend the Memorandum of
Association of the company which has to be effected through voting by P
ostal Ballet.
Further, due to administrative convenience the Registered Offi ce of
the Company is proposed to be shifted to Coimbatore from
Sathyamangalam. Necessary resolution for this has to be passed through
voting by P ostal Ballet.
As reported last year, the company proposes to develop the land at its
Ganapathy Unit in stages and suitable actions are being taken/will be
taken in this regard at appropriate time. During the year under
review, a part of land has been transferred to Stock-in-trade.
Our thanks are due to The S outh Indian Bank Ltd., for their support
and assistance to meet our business needs.
The Directors appreciate the services rendered by the Officers, Staff
and the employees of the Company.
We pray for the Grace of Almighty Sri Jaganatha P erumal for the
prosperity of the Company.
For the Board of Directors
(Sd.) D.Lakshminarayanaswamy
Place: Coimbatore Chairman of the meeting
Date: 14.08.2014
Mar 31, 2013
TO THE SHAREHOLDERS
Dear Shareholders,
The Directors submit the following report on the working of the
company for the year ended 31.03.2013.
After meeting all working expenses, interest, repairs to machinery and
buildings, the working results of the company are as follows:
FINANCIAL RESULTS:
Year Ended
31.03.2013 31.03.2012
Profit/(Loss) before Interest
and Depreciation 1,04,86,478 (6,18,34,436)
LESS: Interest (3,86,79,643) (4,16,25,788)
Depreciation (91,82,249) (1,80,39,234)
Net Profit/(Loss) before
Exceptional items and Tax (3,73,75,414) (12,14,99,458)
Less: Surplus on conversion
of land into Stock-in-Trade 1,03,29,657 7,99,96,614
(Loss) after Exceptional
Item and before Tax (2,70,45,757) (4,15,02,844)
Less: Tax Adjustments
(DEFICIT) carried over to
Balance Sheet (2,70,45,757) (4,15,02,844)
The above deficit has been carried over to Balance Sheet.
PERFORMANCE:
The turnover of the Company has reduced to Rs.36.58 crores from
Rs.38.34 crores in the previous year and the Company has incurred a
loss of Rs.3.74 crores before taking into account the exceptional item
during the year under review, due to severe power shortage both
inTamilnadu & Andhra Pradesh.
The Textile Industry in general suffered during the year under report
also and our arrangement for the purchase of private power had not
supported to improve our working due to prolonged daily shut downs by
Tamilnadu Electricity Board.
As a result of prevailing uneconomical working conditions, we have
stopped operations at our Sathyamangalam Units from May 2013. Further,
we are now buying outside power and running to full capacity at Andhra
Pradesh and expect the power position to considerably improve in Andhra
Pradesh in the coming year.
DIRECTORS: Reappointment of Directors:
Sri. R. Doraiswami was appointed as the Executive Chairman of the
company for a term of 5 years with effect from 30/07/2008 and it is due
to expire on 29/07/2013. He has expressed that he wants to retire from
29/07/2013. However, it is proposed to appoint him as a Non-Executive
Chairman of the Company with effect from 30/07/2013. In order to
continue to avail his experience and wisdom, the directors propose to
appoint him for another term of 5 years and necessary resolution for
seeking the approval of members at the ensuing Annual General Meeting
is included.
Sri.R.Radhakrishnan one of the Directors of the Company retires by
rotation at the ensuing Annual General Meeting of the Company. The
place so vacated by him has to be filled up at the same meeting. The
retiring Director is eligible for re-appointment at the ensuing Annual
General Meeting.
Accordingly, a resolution is included for consideration of members at
the ensuing Annual General Meeting of the Company.
FIXED DEPOSITS:
As on 31.03.2013, 4 (Four) Deposits totaling Rs.45.000/- have not been
claimed after the due dates of the respective deposits.
TECHNOLOGY ABSORPTION , ENERGY CONSERVATION ETC:
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to the Companies
(Declaration of Particulars in the Report of Board of Directors) Rules,
1988 are annexed separately and they form part of this report.
EMPLOYEES:
No employee of the company has drawn salary in excess of Rs.5,00,000/-
per month. Hence the particulars of employees as per Section 217(2A)
of the Companies Act, 1956 has not been given.
STATEMENT OF RESPONSIBILITY OF DIRECTORS:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departure from the same.
(ii) that the accounting policies selected and applied are consistent
and the judgements and estimates made 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 ended March 31,2013 and of the Loss of
the company for the year ended on that date.
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the annual accounts have been prepared on a "going concern"
basis.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance is attached to this report. A
certificate from the Auditors of the company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement is attached to this report.
CODE OF CONDUCT:
The Company has adopted a code of conduct for the Board of Directors
and Senior Management of the company and all of them have affirmed
compliance of the same.
CEO/CFO CERTIFICATION:
As contemplated under Clause 49 of the Listing Agreement, certificate
from Mr N Narasimhalu, CFO-Vice President was placed before the Board
of Directors at their meeting held on 30.05.2013 and the same is
included in this report.
AUDITORS:
The Auditors of the Company M''s.M.S.Jagannathan & Visvanathan retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment at the same meeting.
COST AUDITORS:
Pursuant to the directions of the Central Government for audit of the
Cost Accourting Records maintained by the Company as required under
section 209(1 )(d) of the Companies Act, 1956, the proposal for
appointment of M/s.S.Mahadevan & Co, Cost Accountants, Coimbatore as
Cost Auditors for the year ended 31st March 2013 was approved by the
Central Government and they were accordingly appointed. The Cost Audit
Report for the year 2011-12 was filed on 15.02.2013. In respect of the
Financial Year ended 31st March 2013, the Company with the approval of
the Central Government has appointed M/s.S.Mahadevan & Co, Cost
Accountants for audit of Cost Accounting Records maintained by the
Company. The due date for filing the Cost Audit Report is 30th
September 2013.
GENERAL:
Under the existing circumstances, it is proposed to carry on the
business of trading in various securities as the same may be
conveniently or advantageously combined with the business of the
Company. Accordingly it is necessary to amend the Memorandum of
Association of the company which has to be effected through voting by
Postal Ballet. Further, due to administrative convenience the
Registered Office of the Company is proposed to be shifted to
Coimbatore from Sathyamangalam. Necessary resolution for this has to be
passed through voting by Fbstal Ballet.
As reported last year, the company proposes to develop the land at its
Ganapathy Unit in stages and suitable actions are being taken.
During the year under review, a part of land has been transferred to
Stock-in-trade.
Our thanks are due to The South Indian Bank Ltd.. and Kotak Mahindra
Bank Ltd.. for their support and assistance to meet our business needs.
The Directors appreciate the services rendered by the Officers, Staff
and the employees of the Company.
We pray for the Grace of Almighty Sri Jaganatha Perumal for the
prosperity of the Company.
For the Board of Directors
Coimbatore (Sd.) D. Lakshminarayanaswamy
30.05.2013 Chairman of the Meeting
Mar 31, 2012
The Directors submit the following report on the working of the
company for the year ended 31.03.2012.
After meeting all working expenses, interest, repairs to machinery and
buildings, the working results of the company are as follows:
FINANCIAL RESULTS:
Year Ended Year Ended
31.03.2012 31.03.2011
Rs. Rs.
Profit/(Loss) before Interest
and Depreciation (6,18,34,436) 6,72,25,726
LESS: Interest (4,16,25,788) 3,27,38,437
Depreciation (1,80,39,234) 1,82,75,274
Net Profit/(Loss) before
Exceptional items and Tax (12,14,99,458) 1,62,12,015
Less: Surplus on conversion
of land into Stock-in-Trade - 7,99,96,614
Profit after Exceptional Item
and before Tax (4,15,02,844) 1,62,12,015
Less : Tax Adjustments :-
Provision for Income Tax - MAT - 32,31,200
MAT Credit entitlement - (32,31,200)
Surplus/(Deficit) carried
over to Balance Sheet (4,15,02,844) 1,62,12,015
The above deficit has been carried over to Balance Sheet.
PERFORMANCE:
During the year under review, the turnover of the Company has reduced
to Rs. 38.34 crores from Rs. 65.95 crores in the previous year and the
Company has incurred a loss of Rs. 12.15 crores before taking into
account the exceptional item during the year, due to margins turning
negative on account of steep fall in cotton yarn prices and high cost
of cotton inventory procured during the last cotton season.
The Textile Industry as a whole witnessed an unexpected downturn during
the year resulting in reduction of demand and yarn prices. Our
arrangement for the purchase of private power and expected increase in
the utilization of installed capacity and the certainty of increase in
demand, the prospects of industry is expected to improve during the
current year.
DIRECTORS:
Retiring Director:
Sri. N. Jothikumar one of the Directors of the Company retires by
rotation at the ensuing Annual General Meeting of the Company. The
place so vacated by him has to be filled up at the same meeting. The
retiring Director is eligible for re-appointment at the ensuing Annual
General Meeting.
Accordingly, a resolution is included for consideration of members at
the ensuing Annual General Meeting of the Company.
ENERGY-CONSERVATION etc:
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to the Companies
(Declaration of Particulars in the Report of Board of Directors) Rules,
1988 are annexed separately and they form part of this report.
EMPLOYEES:
No employee of the company has drawn salary in excess of Rs. 5,00,000/-
per month. Hence the particulars of employees as per Section 217(2A)
of the Companies Act, 1956 has not been given.
At the 64th Annual General Meeting held on 22.07.2011, Members accorded
their approval for a revision in the remuneration payable to the Chief
Executive who is related to Sri. R. Doraiswami, Chairman and Sri. D.
Lakshminarayanaswamy, Managing Director of the Company pursuant to the
provisions of Sec 314(1B) of the Companies Act, 1956 read with
Director's Relatives (Office or Place of Profit) Rules 2003 and the
Amended Rules 2011, thereof, as Rs. 1,05,000/- p.m. with eligibility to
receive all other perquisites and benefits as applicable to the members
of staff in similar position in the company. A revision in her
remuneration is being recommended by the Remuneration/Selection
Committee with effect from 01.05.2012. Accordingly, a resolution is
included for consideration of members at the ensuing Annual General
Meeting.
STATEMENT OF RESPONSIBILITY OF DIRECTORS:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there is no material
departure from the same.
(ii) that the accounting policies selected and applied are consistent
and the judgements and estimates made 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 ended March 31,2012 and of the loss of
the company for the year ended on that date.
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the annual accounts have been prepared on a "going concern"
basis.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance is attached to this report. A
certificate from the Auditors of the company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement is attached to this report.
CODE OF CONDUCT:
The Company has adopted a code of conduct for the Board of Directors
and Senior Management of the company and all of them have affirmed
compliance of the same.
CEO/CFO CERTIFICATION:
As contemplated under Clause 49 of the Listing Agreement, the
certificate from Mr N Narasimhalu, CFO-Vice President was placed before
the Board of Directors at their meeting held on 13.08.2012.
AUDITORS:
The Auditors of the Company M/s. M. S. Jagannathan & Visvanathan retire
at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment at the same meeting.
COST AUDITORS:
Pursuant to the directions of the Central Government for audit of the
Cost Accounting Records maintained by the Company as required under
section 209(1)(d) of the Companies Act, 1956, the proposal for
appointment of M/s. S. Mahadevan & Co, Cost Accountants, Coimbatore as
Cost Auditors for the year ended 31st March 2011 was approved by the
Central Government and they were accordingly appointed. The Cost Audit
Report for the year 2010-11 was filed on 29.09.2011. In respect of the
Financial Year ended 31st March 2012, the Company with the approval of
the Central Government has appointed M/s. S. Mahadevan & Co, Cost
Accountants for audit of Cost Accounting Records maintained by the
Company. The due date for filing the Cost Audit Report is 30th
September 2012.
GENERAL:
The company proposes to develop the land at its Ganapathy Unit in
stages and suitable action will be taken in this regard at appropriate
time.
During the year under review, a part of land has been transferred to
Stock-in-trade.
Our thanks are due to The South Indian Bank Ltd., and Kotak Mahindra
Bank Ltd., for their support and assistance to meet our business
needs.
The Directors appreciate the services rendered by the Officers. Staff
and the employees of the Company.
We pray for the Grace of Almighty Sri Jaganatha Perumal for the
prosperity of the Company.
For the Board of Directors
(Sd.) R. Doraiswami
Chairman
Coimbatore
13.08.2012
Mar 31, 2011
The Directors submit the following report on the working of the
company for the year ended 31.03.2011.
After meeting all working expenses, interest, repairs to machinery and
buildings, the working results of the company are as follows:
FINANCIAL-RESULTS:
Year Ended
31.03.2011 31.03.2010
Rs. Rs.
Profit before Interest
and Depreciation 6,72,25,726 12,69,37,608
LESS: Interest 3,27,38,437 3,49,03,755
Depreciation 1,82,75,274 1,89,07,127
Net Profit before Taxes 1,62,12,015 7,31,26,726
Less: Tax Adjustments:
Provision for Income Tax - MAT 32,31,200 1,33,00,000
MAT Credit entitlement (32,31,200) (1,33,00,000)
Net Profit after taxes 1,62,12,015 7,31,26,726
Add: Prior year Adjustments (Net) - (22,09,662)
Loss b/f from Previous Year (1,01,87,886) (8,11,04,950)
Surplus/(Deficit) Carried Over
to Balance Sheet 60,24,129 (1,01,87,886)
The above surplus has been carried over to Balance Sheet.
PERFORMANCE:
The year under review was a good year for the spinning industry in
India. In spite of the steep increase in cotton prices, demand and
prices for cotton yarn kept pace for 3 quarters i.e. upto 31.12.2010.
However Government interventions like restrictions on yarn exports and
withdrawal of export benefits on cotton yam exports created huge
problems during the last quarter of the year.
Cotton prices in India registered unprecedented increase until March
2011, commencing from the current cotton year. Though this was mostly
in response to global price, the decision of Government to permit
exports during the early part of the cotton year also played a role in
increasing the domestic cotton prices. The present problems are thus
temporary and a significant improvement in the demand and price
realization for cotton yarn can be expected during the second half of
the current financial year.
The long term prospects of industry look promising as there is
certainty of increase in demand both domestic and exports for cotton
yarn.
We expect that the power supply in Tamil Nadu will also improve due to
determination of State Government and by good monsoon expected.
DIRECTORS:
Retiring Director:
Sri R Narayanamurthy, one of the Directors of the Company retires by
rotation at the ensuing Annual General Meeting of the Company. The
place so vacated by him has to be filled up in the same meeting. The
retiring Director is eligible for re-appointment at the ensuing Annual
General Meeting.
ENERGY-CONSERVATION etc:
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to the Companies
(Declaration of Particulars in the Report of Board of Directors) Rules,
1988 are annexed separately and they form part of this report.
EMPLOYEES:
No employee of the company has drawn salary in excess of Rs.5,00,000/-
per month. Hence the particulars of employees as per Section 217(2 A)
of the Companies Act, 1956 has not been given.
At the 63rd Annual General Meeting held on 11.08.2010 Members accorded
their approval for an increase in the remuneration payable to the Chief
Executive who is related to Sri R Doraiswami, Chairman and Sri D
Lakshminarayanaswamy, Managing Director pursuant to the provisions of
Section 314 (1B) of the Companies Act, 1956 read with Directors
Relatives (Office or Place of Profit) Rules 2003. On seeking the
approval of the Central Government as required by the above Rules,
Central Government had approved only a payment of Rs.50,000/- per
month. Now that the Central Government has amended the ceiling of
remuneration payable to a relative of a Director from the existing
limit of Rs.50,000/- to Rs.2,50,000/- per month vide Directors
Relatives (Office or Place of Profit) Amendment Rules, 2011, it has
been proposed by the Board of Directors to increase the remuneration
payable to her on the basis of approval of the Remuneration/Selection
Committee with effect from 01.05.2011. Accordingly, a resolution is
included for consideration of members at the ensuing Annual General
Meeting.
STATEMENT OF RESPONSIBILITY OF DIRECTORS:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departure from the same.
(ii) that the accounting policies selected and applied are consistent
and the judgements and estimates made 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 ended March 31,2011 and of the profit of
the company for the year ended on that date.
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the annual accounts have been prepared on a "going concern"
basis.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance is attached to this report. A
certificate from the Auditors of the company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement is attached to this report.
CODE OF CONDUCT:
The Company has adopted a code of conduct for the Board of Directors
and Senior Management of the company and all of them have affirmed
compliance of the same.
CEO/CFO CERTIFICATION:
As contemplated under Clause 49 of the Listing Agreement, the
certificate from Mr. N. Narasimhalu, CFO-Vice President was placed
before the Board of Directors at their meeting held on 30-05-2011
GENERAL
The Company proposes to develop the land at its Ganapathy Unit in
stages and suitable action will be taken in this regard at appropriate
time.
The Auditors of the company M/s. M.S .Jagannathan & Visvanathan retire
at the ensuing Annual General Meeting and are eligible for
re-appointment at the same meeting.
The cost accounting records maintained by the Company as required under
Sec.209(l)(d) of the Companies Act, 1956 would be audited by M/s. S.
Mahadevan & Co., Cost Accountants, whose appointment as Cost Auditor of
the Company for the year ended 31-03-2011 duly approved by the
Government to comply with statutory requirements.
Our thanks are due to M/s Clearwater Capital Partners India P. Ltd., /
The South Indian Bank Ltd., and Kotak Mahindra Bank Ltd. for their
support and assistance to meet our business needs.
The Directors appreciate the services rendered by the Officers, Staff
and the employees of the Company.
We pray the Grace of Almighty Sri Jaganatha Perumal for the prosperity
of the Company.
For the Board of Directors
(Sd.) R Doraiswami
Chairman
Coimbatore
30.05.2011
Mar 31, 2010
The Directors submit the following report on the working of the
company for the year ended 31.03.2010.
After meeting all working expenses, interest, repairs to machinery and
buildings the working results of the company are as follows:
FINANCIAL-RESULTS:
Year Ended
31.03.2010 31.03.2009
Rs. Rs.
Profit/(Loss) before Interest,
Depreciation and Extraordinary Income 12,69,37,608 (1,95,83,707)
ADD :Extraordinary Income - 6,00,00,000
LESS :Interest 3,49,03,755 5,88,10,258
Depreciation 1,89,07,127 1,81,73,920
Net Profit/(Loss)
before Taxes 7,31,26,726 (3,65,67,885)
Less : Tax Adjustments:
Provision for Income
Tax - MAT 1,33,00,000 -
MAT Credit entitlement (1,33,00,000) -
Fringe Benefit Tax - (2,79,145)
Net Profit /(Loss)
after taxes 7,31,26,726 (3,68,47,030)
Add / Deduct : Prior year Adjus-
tments (Net) (22,09,662) (14,82,010)
Loss b/f from
Previous Year (8,11,04,950) (4,27,75,910)
Surplus/(Deficit)
Carried Over to
Balance Sheet (1,01,87,886) (8,11,04,950)
The above deficit has been carried over to Balance Sheet PERFORMANCE:
The Indian Textile Industry in 2009 witnessed recovery from the
slowdown with strong domestic consumption and moderate growth in
exports of Textiles. Timely Government intervention helped the Textile
Industry to overcome the slow down effect. But in Tamilnadu the
sufferings due to power shortage continue. In the circumstances, your
directors felt that the companyÃs performance during the year under
report is satisfactory.
The process of conversion of land at Ganapathy unit from industrial to
commercial and residential area is in progress.
DIRECTORS:
Sri R Radhakrishnan, one of the Directors of the Company retires by
rotation at the ensuing Annual General Meeting of the Company. The
place so vacated by him has to be filled up in the same meeting. The
retiring Director is eligible for re-appointment.
The Board of Directors at its meeting held on 28.06.2010 on the
recommendation of Remuneration Committee approved the revision in
remuneration of Sri D Lakshminarayanaswamy, Managing Director for the
remaining period of his current tenure (i.e. from 01.04.2010 and also
his reappointment with revised terms with effect from 01.04.2011.
Necessary resolutions are included in the Notice of the 63rd Annual
General Meeting for the approval of the members.
With deep sense of grief it is reported that Sri L Damodaraswamy, one
of the Directors of the company, for the past five decades expired on
06.10.2009. The company hereby placed on record the valuable services
rendered by him during the tenure of his directorship.
ENERGY-CONSERVATION etc:
Information relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to the Companies
(Declaration of Particulars in the Report of Board of Directors) Rules,
1988 are annexed separately and form part of this report.
EMPLOYEES:
No employee of the company has drawn salary in excess of Rs.2,00,000/-
per month.
Hence the particulars of employees as per Section 217(2A) of the
Companies Act, 1956 have not been given.
The Board of Directors at its meeting held on 28.06.2010 on the
recommendation of the Remuneration Committee, approved the revision in
the remuneration of Smt L Nagaswarna, Chief Executive of the company
with effect from 01.04.2010.
Necessary resolution is included in the notice of the Annual General
Meeting for the approval of the members.
STATEMENT OF RESPONSIBILITY OF DIRECTORS:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departure from the same.
(ii) that the accounting policies selected and applied are consistent
and the judgements and estimates made 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 ended March 31,2010 and of the profit of
the company for the year ended on that date.
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance is attached to this report.
CODE OF CONDUCT:
The Company has adopted a code of conduct for the Board of Directors
and Senior Management of the company and all of them have affirmed
compliance of the same.
CEO/CFO CERTIFICATION:
As contemplated under Clause 49 of the Listing Agreement, the
certificate from Mr N Narasimhalu, CFO-Vice President was placed before
the Board of Directors at their meeting held on 28.06.2010.
GENERAL:
The Auditors of the company M/s. M.S .Jagannathan & Visvanathan retire
at the ensuing Annual General Meeting and are eligible for
re-appointment at the same meeting.
The cost accounting records maintained by the Company, as required
under Sec.209(1)(d) of the Companies Act, 1956 would be audited by M/s.
S.Mahadevan & Co., Cost Accountants, whose appointment as Cost Auditor
of the Company for the year ended 31.03.2010 duly approved by the
Government to comply with statutory requirements.
Our thanks are due to M/s Clearwater Capital Partners India P. Ltd.,
and The South Indian Bank Ltd., for their support and assistance to
meet our business needs.
The Directors appreciate the services rendered by the Officers, Staff
and the employees of the Company.
We pray for the Grace of Almighty Sri Jaganatha Perumal for the
prosperity of the Company.
For the Board of Directors
Coimbatore (Sd.) R Doraiswami
28.06.2010 Chairman