Directors Report of Super Sales India Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 36^th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

Particulars	2017-18 (Rs. in Lakhs)	2016-17 (Rs. in Lakhs)
Income from operations	25522.14	23741.92
Other Income	254.98	419.37
Profit before Interest and Depreciation	3971.86	4227.80
Less: Interest	601.85	541.74
Profit/(Loss) before Depreciation	3370.01	3686.06
Less: Depreciation	1717.55	1658.26
Profit/(Loss) before Tax	1652.46	2027.80
Less: Exceptional item	-	-
(Add)/Less: Provision for Taxes	231.48	570.62
Profit/(Loss) after Tax	1420.98	1457.18

DIVIDEND

Your Directors recommend a dividend of Rs. 2.50 per equity share of Rs.10/- each for the financial year ended 31^st March, 2018, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 19^th July, 2018 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 19^th July, 2018.

SEGMENT WISE PERFORMANCE

Agency Division

Due to lower margins to the textile mills during the implementation pace of GST, the off take of machineries by the mills was restricted which affected the performance of this division.

The total revenue of this division during 2017-18 was Rs. 1822.95 Lakhs. Profit Before Tax was Rs. 864.48 Lakhs compared to Rs. 1005.54 Lakhs during the previous year.

Textile Division

Mismatch of cotton and yarn prices coupled with GST implementation and shortage and high cost of labour have affected the margins. The Company has increased the production of micro modal yarn in which margins were better. However the advantage of captive wind power has helped the division to earn reasonable profits.

This division earned a Profit Before Tax of Rs. 1636.33 Lakhs compared to Rs. 1479.63 Lakhs during the previous year.

Engineering Division

Lower demand of the capital goods manufacturers by OEMs resulted into lower turnover and margins. Competition from various manufacturers in gear boxes have affected the pick up of gear boxes sales.

This division incurred a Loss of Rs. 239.06 Lakhs as against the Profit Before Tax of Rs. 90.98 Lakhs during the previous year.

EXPORTS

The Company has directly exported its products valued at Rs. 1051.77 Lakhs in 2017-18. Exports through merchant exports were Rs. 2896.31 Lakhs. As the Company is required to fulfill Export obligation to the extent of Rs. 11855 Lakhs before 31^st March, 2019, efforts have been taken to increase the exports substantially during the current year.

PROSPECTS

As the economy is inching back to normalcy after the initial glitches in the implementation of GST, the performance of the Company is expected to improve in the current year. However the production of cotton, the major raw material for spinning, depends up on the timely rains and remunerative prices to the farmers and hence there may be price volatility which in turn may impact the performance of your Company. Through policy measures of the Government in partnership with industry, the Textile market is expected to reach US $ 300 Billions by the year 2025 and create an additional 35 million jobs. Apart from Central Government schemes, some State Governments have also launched their textile policies under which several incentives are provided for investment in textile sector.

DIRECTORS

Sri. Ravi Sam, Director (DIN 00007465) retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees. LISTING

Your Company''s shares are listed in BSE Limited. The listing fee to the BSE has been duly paid. The Madras Stock Exchange is in the process of winding up and the Company has not received any Bill for the listing fee. The shares are regularly traded in BSE Limited and were not suspended at any time during the year.

AUDITORS

Statutory Auditors:

The Statutory Auditors M/s. Subbachar & Srinivasan, Chartered Accountants were appointed as Statutory Auditors for a term of five years commencing from the financial year 2016-17 who will retire at the conclusion of the Annual General Meeting to be held in the year 2021 and the shareholders have authorized the Board to fix the remuneration payable to the auditors from time to time.

The first proviso to Section 139 of the Companies Act, 2013, which mandated the ratification of the appointment of Statutory Auditors at every subsequent Annual General Meeting, has been omitted by the Companies (Amendment) Act, 2017 and the same was notified vide notification dated 07^th May, 2018. Hence ratification of the appointment of Statutory Auditors is not placed to the shareholders.

The auditors, M/s. Subbachar & Srinivasan, Chartered Accountants, have confirmed their eligibility for continuing as Statutory Auditors of the Company.

Cost Auditor:

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed Sri. G. Sivagurunathan, Cost Accountant, as the Cost Auditor of the Company for the financial year 2018-19.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Sri. M.R.L.Narasimha, Practising Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2018-19.

The secretarial audit report for the financial year 2017-18 is enclosed as Annexure 2.

Extract of the annual return as per the provisions of the Companies Act, 2013 is enclosed as Annexure 1.

The details of the meetings of the Board and Committees and attendance of directors are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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 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 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.

DISCLOSURES

Independent Directors have met all the criteria of an Independent Director and they have given a declaration to the effect that they have met all the criteria of an independent director as prescribed in Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The salient features of the Nomination and remuneration Policy is enclosed to this annual report.

Directors are eligible to get only sitting fee for attending the Board or Committee or other meetings of Directors. Outstation directors are entitled to get reimbursement of out of pocket expenses incurred by them in connection with attending of the Board or Committee or other meetings.

There is no qualification, reservation or adverse remarks by the Statutory Auditors in their audit report or Practising Company Secretary in his secretarial audit report. The auditors have not reported any fraud to the Audit Committee or to the Board during the year 2017-18.

Company has not provided any loans, guarantees, security under Section 186 of the Companies Act, 2013 during the year under review. However the Company has made an investment of Rs. 11.38 Crores for the purchase of 25000 equity shares of M/s. Lakshmi Machine Works Limited.

All the transactions entered by the Company during the financial year 2017-18 with the related parties are in the ordinary course of business and at Arm''s length. The details of material related party transactions are given in form AOC -2 as annexure 3.

Board of Directors has decided to transfer Rs. 150 Lakhs, out of profits for the year 2017-2018, to General Reserve.

There is no material change and commitment which have occurred between the end of the financial year and to the date of the report which affect the financial position of the Company.

(A) Conservation of Energy

i. the steps taken or impact of conservation of energy	Energy efficient motors and replacement of tube lights with LED bulbs are in progress to reduce energy consumption.
ii. the steps taken by the Company for utilizing alternate source of energy	The Company has utilized 65.76% of its energy requirements through wind power.
iii. the Capital investment on energy conservation equipments	Rs. 7.78 Lakhs.

(B) Technology absorption

i. Efforts made towards technology absorption.	Compact spinning system and injection slub attachments have been installed at a cost of Rs. 426.85 Lakhs
ii. Benefits derived like product improvement, cost reduction, product development, import substitution, etc.,	Better quality yarn produced from compact spinning can be used in high speed air jet looms. Injection slub yarn is a new product.
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)	-
(a) Details of technology imported.	-
(b) Year of import.	-
(c) Whether the technology been fully absorbed?	-
(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.	-
iv. The expenditure incurred on Research & Development.	-

(C) Foreign exchange earnings and out go

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned	: Rs.	1043.26	Lakhs
Foreign Exchange Outgo
Raw Material imports	: Rs.	128.27	Lakhs
Stores and Spares imports (including advances)	: Rs.	85.49	Lakhs
Capital Imports	: Rs.	396.66	Lakhs
Others	: Rs.	11.52	Lakhs
	: Rs.	621.94	Lakhs

RISK MANAGEMENT

The Company has established a risk management frame work to identify, evaluate the business risks and opportunities. The main object of the framework is to minimise the adverse impact of the risks by taking effective mitigating measures to retain the business advantages. The identified risks and mitigation measures are reviewed by the concerned Heads and all the risks identified and mitigation measures are placed before the Board. Board is of the opinion that there is no risk which affects the existence of the Company.

CSR ACTIVITIES

The CSR Committee consists of three directors out of which two are independent directors. The Board has approved the CSR Policy and the same is posted in the website of the Company http://www.supersales.co.in/policies.html. As per the policy Company can spent the amount required to be spent under Corporate Social Responsibility to any of the Projects or activities covered under Schedule VII (as amended from time to time) based on the recommendation of the CSR Committee and approved by the Board. The amount can be spent any where in India, however preference shall be given for the geographical locations where the Company''s operations are located. The amount required to be spent under CSR activities may be spent by the Company itself or contributing to any trust which is having established track record as recommended by the CSR Committee and approved by the Board. The CSR Committee shall periodically review and monitor the expenditure made on various projects or activities as approved by the Board. The Company has spent the entire amount required to be spent during the financial year 2017-18. Annual Report on CSR activities is enclosed as Annexure 4.

DISCLOSURE UNDER RULE 8

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year 2017-18. The Chairman of the Board has sent a list of criteria, as approved by the Nomination and Remuneration Committee, for evaluation of the Board''s performance, that of its committees and individual directors to all the Directors. Each Director has evaluated based on the criteria and communicated the results of the evaluation to the Chairman.

There is no change in the nature of business. There is no appointment of Director, Key Managerial Personnel during the year and there is no change in the Key Managerial Personnel.

There is no addition or cessation of Subsidiaries, Joint ventures or Associates during the year 2017-18. The Company has not accepted or holds any deposit from the public or directors or shareholders. There is no significant material order passed by the regulators or courts or tribunals which affects the going concern status or operations in future.

The Company has established adequate internal control system which is commensurate with its nature and volume of operations. All the independent directors are in the first term of appointment. There is no resignation of the Directors during the year 2017-18.

The Composition of the Audit committee is given in the Corporate Governance Report. Board has accepted all the recommendations made by the Audit Committee during the year 2017-18. The Company has complied with the applicable secretarial standards.

The financial results of the Company have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable in accordance with the recognition and measurement principles laid down in Ind AS 34 Interim Financial Reporting. Beginning April 1, 2017, the Company has for the first time adopted Ind AS with a transition date of April 1, 2016.

Particulars pursuant to Section 197(12) and the relevant rules are given in the Annexure 5.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization and allows direct access to the Chairman of the Audit Committee if required. The Policy is posted in the website of the Company.

REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy of the Company for selection and appointment of Directors, senior management personnel, their remuneration, succession plans, Board diversity. The salient features of same is enclosed as Annexure 6 to this report. Weblink to access the policy is http:// www.supersales.co.in/policies.html.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance is enclosed as Annexure 7.

Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 the Company has no employee drawing salary exceeding Rs. 102 Lakhs per annum or Rs. 8.50 Lakhs per month during the year under review. No employee has drawn remuneration in excess of the remuneration drawn by the Managing Director and holds by himself or along with his spouse and dependent children not less than two percent of equity share capital of the Company.

List of top 10 employees based on salary drawn is enclosed as Annexure 8.

Company is not paying any commission to the directors and whole time director/Managing Director.

Disclosures under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

Company has not received any complaint under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 during the year 2017-18.

ADDITIONAL DISCLOSURES

In line with the requirement of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report, Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

GENERAL

The Directors place on record their sincere thanks to all the Principals for their whole hearted cooperation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their cooperation and dedication.

For and on behalf of the Board

(Sd.) SANJAY JAYAVARTHANAVELU

Coimbatore Chairman

29^th May, 2018 DIN 00004505

---

Mar 31, 2017

DIRECTORS'' REPORT

The Directors have pleasure in presenting the 35^th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

	2016-17	2015-16
Particulars	(Rs. in Lakhs)	(Rs. in Lakhs)
Income from operations	25150.59	22928.51
Other Income	608.62	667.75
Profit before Interest and Depreciation	4285.69	4565.93
Less: Interest	574.39	677.10
Profit/(Loss) before Depreciation	3711.30	3888.83
Less: Depreciation	1635.13	1372.80
Profit/(Loss) before Tax	2076.17	2516.03
Less: Exceptional item	-	65.26
(Add)/Less: Provision for Taxes	481.59	711.47
Profit/(Loss) after Tax	1594.58	1739.30
Add: Balance in Profit & Loss Account	3545.18	2898.30
Balance carried over to balance sheet	5139.76	4637.60

DIVIDEND

Your Directors recommend a dividend of Rs. 2.50 per equity share of Rs.10/- each for the financial year ended 31^st March, 2017, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 28^th July, 2017 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 28^th July, 2017.

SEGMENT WISE PERFORMANCE

Agency Division

Disparity between cotton and yarn prices, slow movement of yarn both in the domestic and export markets and un-remunerative prices forced the textile mills to postpone their capital spending which affected the performance of the division.

The total revenue of this division during 2016-17 was Rs. 1939.37 Lakhs. PBT was Rs. 1049.48 Lakhs compared to Rs. 1465.41 Lakhs during the previous year.

Textile Division

The sudden upward movement of cotton prices during the season due to demonetization and lower exports of yarn out of the country have affected the margins.

This division incurred a net loss of Rs. 201.22 Lakhs compared to profit of Rs. 164.83 Lakhs during the previous year.

Wind Energy Division

Due to implementation of the scheduling and forecasting of wind generation and better wind velocity during the year under review resulted in better performance of the division.

This division has earned a PBT of Rs. 1234.41 Lakhs during the year under review compared to Rs. 652.21 Lakhs during the previous year.

Engineering Division

Lesser off take of the capital goods by various industries have affected the performance of the division. Gear boxes sale is yet to pick up.

This division earned a PBT of Rs. 8.47 Lakhs as against Rs. 159.94 Lakhs during the previous year. EXPORTS

In view of the slowdown in China and Europe the yarn export was sluggish. Vietnam is emerging as a major yarn supplier to China which also affects India''s exports to China. We could achieve an export turnover of Rs. 2323.65 Lakhs only during the year under review.

PROSPECTS

On account of severe competition from the countries like China, Bangladesh, Pakistan and Vietnam, our apparel exports are not growing as expected. More over the cotton prices are very volatile where as yarn prices are not keeping pace and hence spinning mills are operating with either thin margins or losses. The prospects for the current year do not indicate major changes. However a silver line is that a bumper cotton crop is expected in view of the normal monsoon and remunerative prices for cotton. This may help in keeping the cotton prices under check and improve margins.

The Engineering division is expected to perform better and the wind energy division may also repeat the performance of the previous year. Implementation of GST will also help us to reduce cost of inputs.

DIRECTORS

Sri. Sanjay Jayavarthanavelu, Director (DIN : 00004505) retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees. LISTING

Your Company''s shares are listed in BSE Limited. The listing fee to the BSE has been duly paid. The Madras Stock Exchange is in the process of winding up and the Company has not received any Bill for the listing fee. The shares are regularly traded in BSE Limited and were not suspended at any time during the year.

AUDITORS Statutory Auditors:

The Company''s Auditors, M/s. S. Krishnamoorthy & Co., and M/s. Subbachar & Srinivasan, Chartered Accountants hold the office till the conclusion of the ensuing Annual General Meeting.

Out of the statutory Auditors, M/s. S. Krishnamoorthy & Co., Chartered Accountants can hold office till the conclusion of the ensuing Annual General Meeting in terms of 3^rd proviso to subsection (2) of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Hence the reappointment is not being brought up.

The other statutory Auditor, M/s. Subbachar & Srinivasan, Chartered Accountants were appointed as Statutory Auditors for a term of five years commencing from the financial year 2016-17 who will retire at the conclusion of the Annual General Meeting to be held in the year 2021 and ratification of the appointment for the financial year 2017-18 is placed before the shareholders.

The auditors, M/s. Subbachar & Srinivasan, Chartered Accountants have confirmed their eligibility for continuing as Statutory Auditors of the Company.

Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed Sri. G. Sivagurunathan, Practising Cost and Management Accountant, as the Cost Auditor of the Company for the financial year 2017-18.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Sri. M.R.L.Narasimha, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017-18.

The secretarial audit report for the financial year 2016-17 is enclosed as Annexure 2.

Extract of the annual return as per the provisions of the Companies Act, 2013 is enclosed as Annexure 1

The details of the meetings of the Board and Committees and attendance of directors are given in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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 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 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.

DISCLOSURES

Independent Directors have met all the criteria of an Independent Director and they have given a declaration to the effect that they have met all the criteria of an independent director as prescribed in Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Policy is enclosed to this annual report.

Directors are eligible to get only sitting fee for attending the Board or Committee or other meetings of Directors. Outstation directors are entitled to get reimbursement of out of pocket expenses incurred by them in connection with the attending of the Board or Committee or other meetings.

There is no qualification, reservation or adverse remarks by the Statutory Auditors in their audit report or Practising Company Secretary in his secretarial audit report. The auditors have not reported any fraud to the Audit Committee or to the Board during the year 2016-17.

Company has not provided any loans, guarantees, security under Section 186 of the Companies Act, 2013 during the year under review. However the Company has made an investment of Rs. 9.93 Crores for purchase of 25000 equity shares of M/s. Lakshmi Machine Works Limited.

All the transactions entered by the Company during the financial year 2016-17 with the related parties are in the ordinary course of business and at Arm''s length. The details of material related party transactions are given in form AOC -2 as Annexure 3.

There is no material change and commitment which have occurred between the end of the financial year and to the date of the report which affect the financial position of the Company.

(A) Conservation of Energy

	i. the steps taken or impact of conservation of energy	The Energy efficient motors and replacement of tube lights with LED bulbs are in progress to reduce energy consumption.
	ii. the steps taken by the Company for utilizing alternate source of energy	The Company has utilized 76.53% of its energy requirement through wind power.
	iii. the Capital investment on energy conservation equipments	Rs. 8.42 Lakhs

(B) Technology absorption

i. Efforts made towards technology absorption : -

ii. Benefits derived like product improvement, cost reduction, :

product development, import substitution, etc., ^{Ring spinning machines are} replaced with latest compact spinning machines in a phased manner for product improvement.

iii. In case of imported technology (imported during the last

3 years reckoned from the beginning of the financial year) : -

(a) Details of technology imported. : --

(b) Year of import.

(c) Whether the technology been fully absorbed?

(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.

iv. The expenditure incurred on Research and Development : -

(C) Foreign Exchange Earnings and out go

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned Foreign Exchange Outgo	Rs.	849.61 Lakhs
Raw Material imports	Rs.	800.02 Lakhs
Stores and Spares imports (including advances)	Rs.	131.98 Lakhs
Capital Imports	Rs.	702.02 Lakhs
Others	Rs.	3.28 Lakhs
	Rs.	1637.30 Lakhs

RISK MANAGEMENT

The Company has established a risk management frame work to identify, evaluate the business risks and opportunities. The main object of the framework is to minimize the adverse impact of the risks by taking effective mitigation measures to retain the business advantages. The identified risks and mitigation measures are reviewed by the concerned Heads and all the risks identified and mitigation measures are placed before the Board. The Board is of the opinion that there is no risk which affects the existence of the Company.

CSR ACTIVITIES

The CSR Committee consists of three directors out of which two are independent directors. The Board has approved the CSR Policy and the same is posted in the website of the Company. The Company has spent the entire amount required to be spent during the financial year 2016-17. Annual Report on CSR activities is enclosed as Annexure 4.

DISCLOSURE UNDER RULE 8

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year 2016-17. The Chairman of the Board has sent a list of criteria, as approved by the Nomination and Remuneration Committee, for evaluation of the Board''s performance, that of its committees and individual directors to all the Directors. Each Director has evaluated based on the criteria and communicated the results of the evaluation to the Chairman.

There is no change in the nature of business. There is no appointment of Director, Key Managerial Personnel during the year and there is no change in the Key Managerial Personnel. However the Whole time director has been re-designated as Managing Director.

There is no addition or cessation of Subsidiaries, Joint ventures or Associates during the year 2016-17. The Company has not accepted or holds any deposit from the public or directors or shareholders. There is no significant material order passed by the regulators or courts or tribunals which affects the going concern status or operations in future.

The Company has established adequate internal control system which is commensurate with its nature and volume of operations. All the independent directors are in the first term of appointment. There is no resignation of the Directors during the year 2016-17.

The Composition of the Audit committee is given in the Corporate Governance Report. Board has accepted all the recommendations made by the Audit Committee during the year 2016-17.

Particulars pursuant to Section 197(12) and the relevant rules are given in the Annexure 5

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization and allows direct access to the Chairman of the Audit Committee if required. The Policy is posted in the website of the Company.

REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy of the Company for selection and appointment of Directors and senior management personnel, their remuneration, policy on succession plans, Board diversity and the same is enclosed as Annexure 6 to this report.

A certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance is enclosed as Annexure 7 to this report.

Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 the Company has no employee drawing salary exceeding Rs. 102 Lakhs per annum or Rs. 8.50 Lakhs per month during the year under review. No employee has drawn remuneration in excess of the remuneration drawn by the Whole time / Managing Director and holds by himself or along with his spouse and dependent children not less than two percent of equity share capital of the Company.

List of top 10 employees based on salary drawn in enclosed as Annexure 8 to this report.

Company is not paying any commission to the Directors and Whole time Director/Managing Director.

Disclosures under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

Company has not received any complaint under the Sexual Harrassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 during the year 2016-17.

ADDITIONAL DISCLOSURES

In line with the requirements of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report, Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interlay, confirming the correctness of the financial statements is also made part of the Annual Report.

GENERAL

The Directors place on record their sincere thanks to all the Principals for their whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their cooperation and dedication.

For and on behalf of the Board

(Sd.)

SANJAY JAYAVARTHANAVELU

Chairman

DIN: 00004505

Coimbatore 23^rd May, 2017

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Mar 31, 2016

DIRECTORS'' REPORT

The Directors have pleasure in presenting the 34^th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31^st March, 2016.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

	2015-16	2014-15
Particulars	(Rs. in Lakhs)	(Rs. in Lakhs)
Income from operations	22928.51	22059.22
Other Income	667.75	520.41
Profit before Interest and Depreciation	4565.93	4135.33
Less: Interest	677.10	751.74
Profit/(Loss) before Depreciation	3888.83	3383.59
Less: Depreciation	1372.80	1180.74
Profit/(Loss) before Tax	2516.03	2202.85
Less: Exceptional item	65.26	92.95
(Add)/Less: Provision for Taxes	711.47	528.66
Profit/(Loss) after Tax	1739.30	1581.24
Add: Balance in Profit & Loss Account	2898.30	2448.68
Less: Depreciation adjusted as per Revised schedule II	--	41.78
Balance Available for Appropriation	4637.60	3988.14
Appropriation:
Proposed Dividend	76.79	76.79
Tax on Dividend	15.63	13.05
Transferred to General Reserve	1000.00	1000.00
Surplus in Profit & Loss Account Carried over to Balance Sheet	3545.18	2898.30

DIVIDEND

Your Directors recommend a dividend of Rs.2.50/- per equity share of Rs.10/- each for the financial year ended 31^st March, 2016, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 25^th July, 2016 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 25^th July, 2016.

SEGMENT WISE PERFORMANCE

Agency Division

The total revenue of this division during 2015-16 was Rs. 2184.37 Lakhs. PBT was Rs. 1465.41 Lakhs compared to Rs. 1429.55 Lakhs during the previous year.

Textile Division

The cotton prices were almost at the bottom level during the major part of the year. But the yarn prices were not remunerative and the division has operated with very thin margins.

This division earned a PBT of Rs.164.83 Lakhs compared to Rs. 68.95 Lakhs during the previous year.

Wind Energy Division

During the year under report the wind velocity was comparatively low. Restricted evacuation of electricity by TANGEDCO has also affected the performance of the division.

This division has posted a PBT of Rs. 652.21 Lakhs during the year compared to Rs. 691.51 Lakhs during the previous year.

Engineering Division

Improvement in the productivity of the Gears and commencing of manufacture of Gear boxes helped the division to achieve higher turnover and profits.

This division earned a PBT of Rs. 159.95 Lakhs as against the loss of Rs. 4.51 Lakhs during the previous year.

EXPORTS

Due to the continuous efforts put in by the Company, the exports of cotton yarn have gone up substantially during the year 2015-16.The Company has achieved an export of Rs. 3843.53 Lakhs compared to Rs. 2456.88 Lakhs during the previous year.

PROSPECTS

The Indian economy is expected to achieve a GDP growth of 7.8 percent during the year 2016-17. The stimulus given by the Government through make in India initiative along with interest rate cuts may revive the manufacturing sector. A normal monsoon may keep the cotton prices at low levels. Taking advantage of these developments, your company is also expected to perform better.

DIRECTORS

Sri. Ravi Sam, Director (DIN : 0007465) retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

Sri. N. R. Selvaraj (DIN : 00013954) was appointed as Whole time Director of the Company for a period of three years with effect from 01.02.2014 and will hold office up to 31.01.2017. In order to appoint him as Managing Director for a period of three years necessary resolution will be moved at the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees. LISTING

Your Company''s shares are listed in BSE Limited and Madras Stock Exchange Limited. The listing fee to the BSE has been duly paid. The Madras Stock Exchange is in the process of winding up and the Company has not received any Bill for the listing fee. The shares are regularly traded in BSE Limited and were not suspended at any time during the year.

AUDITORS

Statutory Auditors:

The Company''s Auditors, M/s. S. Krishnamoorthy & Co., hold the office till the conclusion of the ensuing Annual General Meeting.

As per provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the present statutory auditors of the Company who have completed a period of 10 years as on 1^st April, 2014 are not eligible for re-appointment after the period of 3 years from the commencement of the Companies Act, 2013. i.e after 31^stMarch, 2017.

As per the above provisions, M/s. S. Krishnamoorhty &Co., Chartered accountants have completed the period of 10 years as on 1^st April, 2014. They are not eligible for re- appointment as Statutory Auditors for the financial year 2017-18.

In order to ensure smooth transition, it is proposed to appoint one more Auditor as a Joint Statutory Auditor for the financial year 2016-17 and the said auditor will continue as a Statutory Auditor of the Company for a term of five years.

It is proposed to appoint M/s. Subbachar & Srinivasan, Chartered Accountants as Statutory Auditors for a term of five years commencing from the financial year 2016-17 who will retire at the conclusion of the Annual General Meeting to be held in the year 2021.

For the financial year 2016-17, M/s. S. Krishnamoorthy & Co, Chartered Accountants and M/s. Subbachar & Srinivasan, Chartered accountants will be the joint Statutory Auditors. M/s. S. Krishnamoorthy & Co, Chartered Accountants will retire at the Annual General Meeting to be held in the year 2017.

The auditors have consented and confirmed their eligibility for appointment as Statutory Auditors of the Company.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed Sri. G. Sivagurunathan, Practicing Cost and Management Accountant, as the Cost Auditor of the Company for the financial year 2016-17.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri. M.R.L. Narasimha, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2016-17.

The secretarial audit report for the financial year 2015-16 is enclosed as Annexure 2

Extract of the annual return as per the provisions of the Companies Act, 2013 is enclosed as annexure 1

The details of the meetings of the Board and committees and attendance of directors are given in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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 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 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.

DISCLOSURES:

Independent Directors have met all the criteria of an Independent Director and they have given a declaration to the effect that they have met all the criteria of an independent director as prescribed in Section 149 of the Companies Act, 2013 and the Listing agreement entered with the Stock exchanges and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Policy is enclosed to this annual report.

Directors are eligible to get only sitting fee for attending the Board or Committee or other meetings as approved by the Board of Directors. Outstation directors are entitled to get reimbursement of out of pocket expenses incurred by them in connection with the attending of the Board or Committee or other meetings.

There is no qualification, reservation or adverse remarks by the statutory auditors in their audit report or Practicing Company Secretary in his secretarial audit report. The auditors have not reported any fraud to the Audit Committee or to the Board during the year 2015-16.

Company has not provided any loans, guarantees, security or made any investments under Section 186 of the Companies Act, 2013 during the year under review.

All the transactions entered by the Company during the financial year with the related parties are in the ordinary course of business and at Arm’s length. The details of material related party transactions are given in Form AOC -2 as annexure 3.

There is no material changes and commitments which have occurred between the end of the financial year and to the date of the report which affects the financial position of the Company.

(A) Conservation of Energy -

i. the steps taken or impact of conservation of energy	Energy efficient motors and replacement of tube lights with LED bulbs are in progress to reduce energy consumption. Harmonic control filters have also been installed.
ii. the steps taken by the Company for utilizing alternate source of energy	The Company has installed wind energy generators for a total capacity of 26.425 MW to tap the green energy. If the wind energy is fully evacuated this capacity can meet the entire electricity requirements of the Company.
iii. the Capital investment on energy conservation equipments	Rs. 15.81 Lakhs

(B) Technology absorption

i. Efforts made towards technology absorption : -

ii. Benefits derived like product improvement, cost reduction,

product development, import substitution, etc., : -

iii. In case of imported technology (imported during the last

3 years reckoned from the beginning of the financial year) : -

(a) Details of technology imported. : --

(b) Year of import.

(c) Whether the technology been fully absorbed?

(d) If not fully absorbed, areas where this has not taken place,

reasons there for and future plans of action.

iv. The expenditure incurred on Research and Development : --

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned : Rs.1593.05 Lakhs

Foreign Exchange Outgo :

Raw Material imports : Rs. 318.72 Lakhs

Stores and Spares imports (including advances) : Rs. 72.11 Lakhs

Others : Rs. 9.93 Lakhs

Rs. 400.76 Lakhs

RISK MANAGEMENT

The Company has established a risk management frame work to identify, evaluate the business risks and opportunities. The main object of the framework is to minimize the adverse impact of the risks by taking effective mitigating measures to retain the business advantages. The identified risks and mitigation measures are reviewed by the concerned Heads and all the risks identified and mitigation measures are placed before the Board. Board is of the opinion that there is no risk which affects the existence of the Company.

CSR ACTIVITIES

The CSR Committee consists of three directors out of which two are independent directors. The Board has approved the CSR Policy and the same is posted in the website of the Company. The Company has spent the entire amount required to be spent during the financial year. Annual Report on CSR activities is annexed as Annexure 4.

DISCLOSURE UNDER RULE 8

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of committees and individual directors for the financial year 2015-16. The Chairman of the Board has sent a list of criteria, as approved by the Nomination and Remuneration Committee, for evaluation of the Board’s performance, that of committees and individual directors to all the Directors. Each Director has evaluated based on the criteria and communicated the results of the evaluation to the Chairman.

There is no change in the nature of business. There is no appointment of Director, Key Managerial Personnel during the year and there is no change in the Key Managerial Personnel.

There is no addition or cessation of Subsidiaries, Joint ventures or Associates during the year. The Company has not accepted or holds any deposit from the public or directors or shareholders. There is no significant material orders passed by the regulators or courts or tribunals which affects the going concern status or operations in future.

The Company has established adequate internal control system which is commensurate with its nature and volume of operations. All the independent directors are in the first term of appointment. There is no resignation of the Directors during the year 2015-16.

The Composition of the Audit committee is given in the Corporate Governance Report. Board has accepted all the recommendations made by the Audit Committee during the year 2015-16.

Particulars pursuant to section 197(12) and the relevant rules are given in the annexure 5

VIGIL MECHANISM

The Company has established a vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization and allows direct access to the Chairman of the Audit Committee if required. The Policy is posted in the website of the Company.

REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy of the Company for selection and appointment of Directors and senior management personnel, their remuneration, policy on succession plans, Board diversity and the same is enclosed as Annexure 6 to this report.

A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is enclosed as Annexure 7 to this report.

Information Pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

In terms of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 Lakhs per month during the year under review.

Company is not paying any commission to the Directors and Whole time Director.

Disclosures under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

Company has not received any complaint under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 during the year 2015-16.

ADDITIONAL DISCLOSURES

In line with the requirement of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report, Related Party disclosures are made part of the Annual Report.

A certificate from CEO & CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

GENERAL

The Directors place on record their sincere thanks to all the Principals for their whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

For and on behalf of the Board

SANJAY JAYAVARTHANAVELU

Chairman

DIN: 00004505

Coimbatore

25^th May, 2016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

2014- 15 2013- 14 Particulars (Rs. in Lakhs) (Rs. in Lakhs)

Income from operations 22059.22 21803.82

Other Income 520.41 549.60

Profit before Interest and Depreciation 4135.33 4851.61

Less: Interest 751.74 945.03

Profit/(Loss) before Depreciation 3383.59 3906.58

Less: Depreciation 1180.74 1935.90

Profit/(Loss) before Tax 2202.85 1970.68

Less: Exceptional item 92.95 ---

(Add)/Less: Provision for Taxes 528.66 281.84

Profit/(Loss) after Tax 1581.24 1688.84

Add: Balance in Profit & Loss Account 2448.68 1849.68

Less: Depreciation adjusted as per Revised schedule II 41.78 ---

Balance Available for Appropriation 3988.14 3538.52

Appropriation:

Proposed Dividend 76.79 76.79

Tax on Dividend 13.05 13.05

Transferred to General Reserve 1000.00 1000.00

Surplus in Profit & Loss Account Carried over to Balance Sheet 2898.30 2448.68

DIVIDEND

Your Directors recommend payment of dividend of Rs. 2.50/- per equity share of Rs.10/- each for the financial year ended 31st March, 2015, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 5th August, 2015 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of the business hours on 5th August, 2015.

SEGMENT WISE PERFORMANCE

Agency Division

The performance of the division during 2014-15 was better compared to previous year. This division earned a PBT of Rs. 1429.55 Lakhs compared to Rs.1382.71 Lakhs during the previous year.

Textile Division

The cotton prices were higher during the first half of the year. There was a sudden fall in the cotton prices in the second half. The fall in the yarn prices was much steeper during this period. Increase in the cost of labour and power have affected the performance of the division.

This division earned a PBT of Rs. 68.95 Lakhs compared to Rs. 633.62 Lakhs during the previous year.

Wind Energy Division

In order to ensure the continuous supply of power to the business and domestic consumers, the Government of Tamilnadu has entered in to a long term arrangement with private power generation companies and this has resulted in to lower evacuation of power by the TANGEDCo from wind power sources. The lower wind velocity has also affected the generation of wind power.

This division has posted a PBT of Rs. 691.51 Lakhs compared to Rs. 299.61 Lakhs in the previous year, in view of lower depreciation as per the provisions of the Companies Act, 2013.

Engineering Division

This division has achieved a higher turnover and started making profit in the last quarter of the year under review. It has incurred a loss of Rs. 4.51 Lakhs compared to a loss of Rs. 366.63 Lakhs.

EXPORTS

The Company has recorded a multifold increase in exports to Rs. 2456.88 Lakhs from Rs. 585.22 Lakhs. More thrust is given to improve the exports.

PROSPECTS

As the major economies such as United States and European Union are expected to perform better during the current year, the Indian economy is also in a growth trajectory. Hence your Company is expected to do better. The Engineering division has commenced the manufacture of gear boxes which will bring in more revenue to the Company.

DIRECTORS

Sri. Sanjay Jayavarthanavelu, Chairman retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

Smt. Vijayalakshmi Narendra was appointed as an Additional Director of the Company with effect from 2nd February, 2015 and will hold office up to the ensuing Annual General Meeting. A notice proposing her candidature for the Directorship is received from a shareholder. Necessary resolution will be moved at the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees. LISTING

Your Company's shares are listed in Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The listing fee to the Bombay Stock Exchange has been duly paid. The Madras Stock Exchange is in the process of winding up and the Company has not received any Bill for the listing fee. Pursuant to the letter received from the Madras Stock Exchange, the Company is complying with all other compliance requirements as per the listing agreement.

AUDITORS

Statutory Auditors

The Company's Auditors, M/s. S. Krishnamoorthy & Co., hold the office till the conclusion of the ensuing Annual General Meeting. The auditors have consented and confirmed their eligibility and desire to continue as statutory auditors of the Company.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors, on the recommendation of the Audit Committee, have appointed Sri. G. Sivagurunathan, Practicing Cost and Management Accountant, as the Cost Auditor of the Company for the financial year 2015 -16.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri. M. R. L. Narasimha, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2015-16.

Extract of the annual return as per the provisions of the Companies Act, 2013 is enclosed as annexure 1 to this report.

The secretarial audit report for the financial year 2014-15 is enclosed as annexure 2 to this report.

The details of the meetings of the Board and Committees and attendance of directors are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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 directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are 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.

DISCLOSURES

Independent Directors have met all the criteria of an independent Director and they have given a declaration to the effect that they have met all the criteria of an independent director as prescribed in Section 149 of the Companies Act, 2013 and the Listing agreement entered with the Stock exchanges.

The Nomination and Remuneration Policy is enclosed to this annual report.

Directors are eligible to get only sitting fee for attending the Board or Committee or other meetings as approved by the Board of Directors. Outstation directors are entitled to get reimbursement of out of pocket expenses incurred by them in connection with attending of the Board or Committee or other meetings.

Company has not provided any loans, guarantees, security, investments under Section 186 of the Companies Act, 2013 during the year under review.

All the transactions entered by the Company during the financial year with the related parties are in the ordinary course of business and at Arms length. The details of material related party transactions are given in form AOC -2 as annexure 3 to this report.

There is no material changes and commitments which have occurred between the end of the financial year and to the date of the report which affects the financial position of the Company.

(A) Conservation of Energy -

i. the steps taken or impact of The Company is continuously investing in energy conservation of energy conservation measures such as replacement of old motors with new high efficiency motors, replacement of old lights with new power saving LED lights and also following energy saving work methods.

ii. the steps taken by the Company for Company has installed 26.425 MW of windmills to utilizing alternate source of energy generate green energy. It also purchases bio mass power from third parties to meet the shortages during the period of power cut.

iii. the Capital investment on energy Rs.1.32 Lakhs conservation equipments

(B) Technology absorption

i. Efforts made towards technology absorption. : --

ii. Benefits derived like product improvement, cost reduction, product development, import substitution, etc., : --

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) : --

(a) Details of technology imported. : --

(b) Year of import.

(c) Whether the technology been fully absorbed-

(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.

iv. The expenditure incurred on Research and Development. : --

(C) Foreign Exchange Earnings and out go The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned : Rs. 221.60 Lakhs

Foreign Exchange Outgo :

Capital goods imports (including advances) : Rs. 368.12 Lakhs

Raw Material imports : Rs. 494.24 Lakhs

Stores and Spares imports (including advances) : Rs. 67.47 Lakhs

Others : Rs. 4.21 Lakhs

Total : Rs. 934.04 Lakhs

RISK MANAGEMENT

The Company has constituted a Risk Management Committee and also adopted the risk management policy. The Company has established a risk management frame work to identify, evaluate the business risks and opportunities. The main object of the framework is to minimise the adverse impact of the risks by taking effective mitigating measures to retain the business advantages. The identified risks and mitigation measures are reviewed by the Risk Management Committee and all the risks identified and mitigation measures will be placed before the Board. Board is of the opinion that there is no risk which affects the existence of the Company.

CSR ACTIVITIES

The CSR Committee consists of three directors out of which two are independent directors. The Board has approved the CSR Policy and the same is posted in the website of the Company. The Company has spent the full eligible amount during the financial year. Annual Report on CSR activities is annexed as annexure 4 to this report.

DISCLOSURES

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement entered with the stock exchanges, the Board has carried out annual evaluation of its own performance, that of committees and individual directors for the financial year 2014-15.

There is no change in the nature of business. The following persons are named as Key Managerial Personnel Sri. N.R. Selvaraj (Wholetime Director), Sri. S. Ravindran, Chief Financial Officer and Sri. S.K. Radhakrishnan, Company Secretary and there is no change in the Key Managerial Personnel. Smt. Vijayalakshmi Narendra has been appointed as an additional director and she holds office up to the date of ensuing Annual General Meeting. A resolution for appointing her as an independent director is being placed before the shareholders for approval at the ensuing Annual General Meeting.

There is no addition or cessation of Subsidiaries, Joint ventures or Associates during the year. The Company has not accepted or holds any deposit from the public or directors or shareholders. There is no significant material orders passed by the regulators or courts or tribunals which affects the going concern status or operations in future.

The Company has established adequate internal control system which is commensurate with its nature and volume of operations. All the independent directors are in the first term of appointment. There is no resignation of the Director during the year 2014 - 15.

The Composition of the Audit committee is given in the Corporate Governance Report. Board has accepted all the recommendations made by the Audit Committee during the year 2014-15.

Particulars pursuant to section 197(12) and the relevant rules are given in the annexure 5 to this report.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization and allows direct access to the Chairman of the Audit Committee if required. The Policy is posted in the website of the Company.

NOMINATION AND REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy of the Company for selection and appointment of Directors and Senior Management Personnel, their remuneration, policy on succession plans, Board diversity and the same is enclosed as annexure 6 to this report.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 Lakhs per month during the year under review.

Company is not paying any commission to the Directors and Wholetime Director.

DISCLOSURES UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has not received any complaint under the Sexual Harrassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 during the year 2014-15.

ADDITIONAL DISCLOSURES

In line with the requirement of Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report, A certificate from the Auditors of the Company regarding compliance of Corporate Governance and Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

GENERAL

The Directors place on record their sincere thanks to all the Principals for their whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

By Order of the Board

Coimbatore SANJAY JAYAVARTHANAVELU 20th May, 2015 Chairman

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 32nd Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Financial results for the year under review are summarized below: 2013 14 2012 13 Particulars (Rs. in Lakhs) (Rs. in Lakhs)



Income from operations 21803.82 18684.04

Other Income 549.60 373.90

Profit before Interest and Depreciation 4851.61 4987.92

Less: Interest 945.03 1206.97

Profit/(Loss) before Depreciation 3906.58 3780.95

Less: Depreciation 1935.90 1942.61 Profit/(Loss) before Tax 1970.68 1838.34

Add/(Less): Provision for Taxes 281.84 785.49

Profit/(Loss) after Tax 1688.84 1052.85

Add: Balance in Profit & Loss Account 1849.68 1386.67

Balance Available for Appropriation 3538.52 2439.52

Appropriation:

Proposed Dividend 76.79 76.79

Tax on Dividend 13.05 13.05

Transferred to General Reserve 1000.00 500.00

Surplus in Profit & Loss Account Carried

over to Balance Sheet 2448.68 1849.68

DIVIDEND

Your Directors recommend, payment of dividend of Rs. 2.50 /- per equity share of Rs.10/- each for the financial year ended 31st March, 2014, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 27th August, 2014 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 22nd August, 2014

SEGMENT WISE PERFORMANCE

Agency Division

The growth of the division is moderate during 2013-14 compared to previous year. The substantial increase in import of yarn by China helped the spinning mills to improve their performance. Hence the order flow and off take of machinery by the mills have increased. This division earned a PBT of Rs. 1382.71 Lakhs compared to Rs. 1114.52 Lakhs during the previous year.

Textile Division

The cotton prices were highly volatile in view of higher exports to the tune of 110 lakh bales during the cotton year 2012-13. But yarn prices were stable and reasonably remunerative. This division earned a PBT of Rs. 633.62 Lakhs compared to Rs.334.88 Lakhs during the previous year.

Wind Energy Division

The Government of Tamilnadu has entered in to long term arrangement with private power generation companies to manage the power shortage. In view of this the power generated from the windmills was not fully evacuated by the TAnGeDCO. This affected the profitability of this division. Moreover TANGEDCO has levied higher transmission and operation and maintenance charges for the wind power wheeled to the industries for captive consumption.

This division could achieve a PBT of Rs. 299.61 Lakhs during the year compared to Rs.646.75 Lakhs in the previous year.

Engineering Division

This division has started taking up the manufacturing of gear boxes in addition to the gears. The sales of the division have improved during the year under review. But higher operational costs resulted in a loss of Rs. 366.63 Lakhs.

EXPORTS

The Company''s exports including the supplies to merchant exporters was Rs. 585.22 Lakhs (Previous year Rs. 1268.21 Lakhs) during the year under review.

PROSPECTS

The US and European economies are emerging out of recession and hence exports of textile goods are expected to grow reasonably well during the year 2014-15. Though the monsoon is predicted to be lower than average due to the EL NINO effect, the cotton production is estimated to be normal. The change in the cotton stock piling policy of China may result in lower exports to that country. Therefore the prices of cotton is expected to be stable. In view of these positive factors, performance of the Company is expected to be better.

DIRECTORS

Sri.R.Satagopan was inducted into the Board of the Company on 25.10.2004. Sri.R.Satagopan, with his in- depth knowledge in the fields of Corporate planning, Performance review and insurance guided the Board of Directors and the Company in all its functions. He has retired at the last Annual General Meeting and not opted for reappointment.

The Board records its appreciation of his valuable contribution for the development and growth of the Company during his tenure.

Sri.J.Raghupathy and Sri.S.Venkataraman Directors were appointed under the Companies Act, 1956 and they are liable to retire by rotation. But as per the provisions of section 149 of the Companies Act, 2013, independent directors are not liable to retire by rotation and can hold office for a period of five years. A notice proposing their candidatures for the Directorship is received from a shareholder. Necessary resolutions will be placed at the ensuing Annual General Meeting for appointing them as independent directors of the Company.

Sri.S.K.Najmul Hussain was appointed as Additional Director of the Company with effect from 20.01.2014 and will hold office up to the date of the ensuing Annual General Meeting. A notice proposing his candidature for the Directorship is received from a shareholder. Necessary resolution will be placed at the ensuing Annual General Meeting for appointing him as Independent Director of the Company.

FIXED DEPOSITS

There is no deposit remaining unclaimed at the end of the financial year 2013-14. The Company has complied with all the provisions of Section 58A of the Companies Act, 1956 and Rules made there under with regard to acceptance of Deposits.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees.

LISTING

Your Company''s shares are listed in Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The listing fee has been duly paid.

AUDITORS

M/s. S. Krishnamoorthy & Co., Chartered Accountants, the retiring auditors have given the certificate pursuant to Section 141 of the Companies Act, 2013 and are eligible for re-appointment.

COST AUDIT REPORT

The cost Audit report for the year 2012-13 has been filed on 9th September, 2013 and the same was filed within the due date.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

In terms of sub-section (2A) of Section 217 of the Companies Act, 1956, the Company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 Lakhs per month during the year under review.

Energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure I attached.

Technology absorption particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure II attached.

ADDITIONAL DISCLOSURES

In line with the requirement of Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report, a certificate from the Auditors of the Company regarding compliance of Corporate Governance and Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

* all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

* such accounting policies have been selected and applied consistently and such 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* the annual accounts have been prepared on a going concern basis.

GENERAL

The Directors place on record their sincere thanks to all the Principals for the whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

By Order of the Board

Coimbatore SANJAY JAYAVARTHANAVELU 28th May, 2014 Chairman

---

Mar 31, 2013

The Directors have pleasure in presenting the 31st Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

2012-13 2011-12 Particulars (Rs. in Lakhs) (Rs. in Lakhs)

Income from operations 18684.04 14469.19

Other Income 373.90 317.79

Profit before Interest and Depreciation 4987.92 917.93

Less: Interest 1206.97 1243.04

Profit/(Loss) before Depreciation 3780.95 (325.11)

Less: Depreciation 1942.61 1783.46

Profit/(Loss) before Tax 1838.34 (2108.57)

Add/(Less): Provision for Taxes 785.49 (692.90)

Profit/(Loss) after Tax 1052.85 (1415.32)

Add: Balance in Profit & Loss Account 1386.67 2801.99

Balance Available for Appropriation 2439.52 1386.67

Appropriation:

Proposed Dividend 76.79 Nil

Tax on Dividend 13.05 Nil

Transferred to General Reserve 500.00 Nil Surplus in Profit & Loss

Account Carried over to Balance Sheet 1849.68 1386.67

DIVIDEND

Your Directors recommend, payment of dividend of Rs. 2.50 per equity share of Rs.10/- each for the financial year ended 31st March, 2013, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 8th August, 2013 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 31st July, 2013.

SEGMENT WISE PERFORMANCE

Agency Division

The liquidity constrains of the spinning mills due to heavy losses incurred during the previous financial year were not fully overcome during the year under review inspite of better performance. Hence the mills could not re-commence their normal modernization and expansion programmes yet.

The off take of machinery was slow and hence our agency division could achieve a turnover of Rs. 1579.07 lakhs only during the year.

This division earned a PBT of Rs. 1114.52 Lakhs.

Textile Division

The stabilisation of cotton and yarn prices provided some respite to the spinning mills during the year. There was a moderate improvement in the workings and the division has achieved a turn over of Rs 14255.58 Lakhs and PBT of Rs. 334.88 Lakhs.

Wind Mill Division

This division has done extremely well with highest generation of wind power during the year under review. However due to frequent and long hours of shutdowns, the power generated by the wind mills could not be fully consumed at our spinning mills and hence unutilized banked power has been billed to TANGEDCO at a lower rate of Rs. 2.75 per unit. This affected the turnover and profits of the division which otherwise would have been much better. This division has achieved a turnover of Rs. 1803.88 Lakhs and a PBT of Rs. 646.76 Lakhs.

Engineering Division

The performance of the division has improved from the last quarter of the year. During the year under review this division has incurred a loss of Rs. 354.61 Lakhs.

EXPORTS

The Company''s exports including the supplies to merchant exporters was Rs. 1268.21 Lakhs (Previous year Rs. 1174.89 Lakhs) during the year under review.

PROSPECTS

The cotton prices are comparatively stable. Though yarn prices have come down sharply, it is expected to improve from the second quarter of the current year. The power supply position will be better till October, 2013 in view of the support from windmills during the season. The spinning mills are slowly returning to the normal working and hence the modernization and expansion activities are expected to improve. The Engineering division will also improve its performance during the current year. Considering the above facts the performance of the company is expected to be good during the current year.

DIRECTORS

Sri. J. Raghupathy and Sri. R. Satagopan, Directors, retire by rotation at the ensuing Annual General Meeting. Being eligible, Sri. J. Raghupathy offers himself for re-appointment. However Sri. R. Satagopan does not opt for re-appointment.

Sri. R. Venkatrangappan was inducted into the Board of our Company on 9th September, 1983. Then on 25th November, 1989 he was elected as Chairman of the board succeeding Late Sri. G.Devarajan.

Sri. R. Venkatrangappan, with his in-depth administrative knowledge and professional expertise gained through years of varied work in public sector, guided the Board of Directors and the Company in all functional domains. He was instrumental in developing a good customer base for the agency division.

The Board records its appreciation of his distinguished and dedicated guidance and valuable contribution for the development and growth of the Company during his tenure of more than 29 years.

Sri. C. B. Kariappa, was inducted into the Board of the Company on 30th June,1989. Sri. C. B. Kariappa, with his in-depth knowledge in the fields of HR, Corporate planning, industrial relation and insurance, guided the Board of Directors and the Company in all its functions.

The Board records its appreciation of his valuable contribution for the development and growth of the Company during his tenure of more than 23 years.

Sri. N. R. Selvaraj and Sri. S. Venkataraman were appointed as Additional Directors of the company with effect from 29.10.2012 will hold office up to the ensuing Annual General Meeting. A notice proposing their candidatures for the Directorship have been received from shareholders. Necessary resolutions will be placed at the ensuing Annual General Meeting.

FIXED DEPOSITS

There is no deposit remaining unclaimed at the end of the financial year 2012-13. The Company has complied with all the provisions of Section 58A of the Companies Act, 1956 and Rules made there under with regard to acceptance of Deposits.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees.

LISTING

Your Company''s shares are listed in Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The listing fee has been duly paid.

AUDITORS

M/s. S. Krishnamoorthy & Co., Chartered Accountants, the retiring auditors have given the certificate pursuant to Section 224(1B) of the Companies Act, 1956 and are eligible for re-appointment.

COST AUDITOR

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, Sri. G. Sivagurunathan, Cost Auditor has been appointed to conduct Cost Audit relating to the Textile and Engineering Divisions for the financial year 2012-13.

The cost Audit report for the year 2011- 12 has been filed on 8th January, 2013 and the same was filed within the due date.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

In terms of sub-section (2A) of Section 217 of the Companies Act, 1956, the Company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 Lakhs per month during the year under review.

Energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure I attached.

Technology absorption particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure II attached.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned : Rs. 54.58 Lakhs

Foreign Exchange Outgo : Rs. 505.32 Lakhs

Foreign currency Term loan Repayment : Rs. 138.93 Lakhs

Capital goods imports (including advances) : Rs. 166.02 Lakhs

Foreign currency Term loan interest payment : Rs. 7.41 Lakhs

Raw Material imports : Rs. 132.12 Lakhs

Stores and Spares imports (including advances) : Rs. 52.81 Lakhs

Others : Rs. 8.03 Lakhs

ADDITIONAL DISCLOSURES

In line with the requirement of Listing Agreement entered with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report, A certificate from the Auditors of the Company regarding compliance of Corporate Governance and Related Party disclosures are made part of the Annual Report

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected and applied consistently and such 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

GENERAL

The Directors place on record their sincere thanks to all the Principals for the whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

By Order of the Board

Coimbatore SANJAY JAYAVARTHANAVELU

22nd May, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

2011-12 2010-11 (Rs. in Lakhs) (Rs. in Lakhs)

Turnover 12805.72 16389.70

Commission Receipts 1278.98 1152.34

Other Income 689.19 591.50

Profit before Interest and Depreciation 917.92 5351.35

Less: Interest 1243.04 636.43

Profit/(Loss) before Depreciation (325.12) 4714.92

Less: Depreciation 1783.45 1408.17

Profit/(Loss) before Tax (2108.57) 3306.75

Add/(Less): Provision for Current Taxes -- (654.00)

Add/(Less): Provision for Deferred Taxes 692.89 (511.42)

Add: Excess provision for Tax Reversed/ Refund 0.36 2.29

Profit/(Loss) after Tax (1415.32) 2143.62

Add: Balance in statement of Profit & Loss 2801.99 2016.53

Balance Available for Appropriation 1386.67 4160.15

Appropriation:

Proposed Dividend Nil 307.15

Tax on Dividend Nil 51.01

Transferred to General Reserve Nil 1000.00

Surplus in statement of Profit & Loss carried over to Balance Sheet 1386.67 2801.99

DIVIDEND

In view of the loss incurred by the Company during the year under review, Board of directors has not recommended any dividend for the financial year 2011-12.

SEGMENT WISE PERFORMANCE:

Agency Division

During the last year by expecting further upward movement in the cotton prices mills stored the cotton up to next season. But substantial fall in the prices of cotton and corresponding slide in the yarn prices during the first quarter of 2011-12 resulted in heavy losses to the spinning mills. Due to this the Companies shelved their modernization programmes. However as some of the new projects have been implemented, the division has moderate improvement in its performance.

This division earned a PBT of Rs. 1205.06 Lakhs, an increase of 11.40% over the previous year.

Textile Division

Increase in labour cost, higher power cuts, slow movement of yarn and sudden fall in the cotton prices which were purchased at higher cost and corresponding downfall in the yarn prices have severely affected the performance of this division.

The textile division of the Company incurred a loss of Rs. 3144.21 Lakhs during the year under review compared to profit of Rs. 2146.76 Lakhs in the previous year.

Wind Energy Division

The performance of the Wind Energy Division has been affected by low velocity of the wind, unscheduled shut down in drawal and high interest costs during the financial year under review. This division has earned a PBT of Rs. 58.95 Lakhs during the year under review compared to Rs. 433.72 Lakhs in the previous year.

Engineering Division

Due to lower off take of gears by the capital goods industries and increase in power cut have affected the performance of this division. During the year this division has commenced supplies to some new customers.

During the year under review this division has incurred a loss of Rs. 303.49 Lakhs as against a loss of Rs. 292.26 Lakhs in the previous year.

EXPORTS

The Company's exports include the supplies to merchant exporters to the tune of Rs. 1174.89 Lakhs (Previous year Rs. 2298.50 Lakhs).

PROSPECTS

Volatility in cotton price, higher fuel and power cost, labour shortage coupled with increase in interest cost, sluggish movement of yarn etc., may affect the growth of the textile sector. This may affect the performance of both the agency and textile divisions.

In order to meet the shortfall between the requirement and availability of power, it is reported that the Government is taking all measures to utilize the full generation of wind power by establishing the infrastructure for better grid availability. If these facilities are in place with better velocity of the wind, the wind energy division is expected to perform better.

Performance of the Gears unit is expected to improve during the current year.

DIRECTORS

Sri. Ravi Sam and Sri. Sanjay Jayavarthanavelu, Directors, retire by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

There is no deposit remaining unclaimed at the end of the financial year 2011-12. The Company has complied with all the provisions of Section 58A of the Companies Act, 1956 and Rules made there under with regard to acceptance of Deposits.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the o-operation extended by the employees.

LISTING

Your Company's shares are listed in Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The listing fee has been duly paid.

AUDITORS

M/s. S. Krishnamoorthy & Co., Chartered Accountants, the retiring auditors have given the certificate pursuant to Section 224(1B) of the Companies Act, 1956 and are eligible for re-appointment.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, Sri. R. Krishnan, Cost Auditor has been appointed to conduct Cost Audit relating to the Textile Division for the financial year 2011-12.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

In terms of sub-section (2A) of Section 217 of the Companies Act, 1956, the Company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 Lakhs per month during the year under review.

Energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure I attached.

Technology absorption particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure II attached.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned : Rs. 130.75 Lakhs

Foreign Exchange Outgo : Rs. 1385.15 Lakhs

Foreign currency Term loan Repayment : Rs. 219.44 Lakhs

Capital goods imports (including advances) : Rs. 1078.30 Lakhs

Foreign currency Term loan interest payment : Rs. 19.66 Lakhs

Raw Material imports : Rs. 34.76 Lakhs

Stores and Spares imports (including advances) : Rs. 32.03 Lakhs

Others : Rs. 0.96 Lakhs

ADDITIONAL DISCLOSURES:

In line with the requirement of Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report, a certificate from the Auditors of the Company regarding compliance of Corporate Governance and Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected and applied consistently and such 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 as at March 31, 2012 and of the loss of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

GENERAL

The Directors place on record their sincere thanks to the Principals for the whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

By Order of the Board

Coimbatore R. VENKATRANGAPPAN

23rd May, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 29"' Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

2010-11 2009-10 (Rs. in Millions) (Rs. in Millions)

Turnover 1638.97 1188.37

Commission Receipts 115.23 81.01

Other Operating Income 29.55 14.68

Other Income 29.60 28.68

Profit before Interest and Depreciation 534.20 415.08

Less: Interest 63.64 45.81

Profit before Depreciation 470.56 369.27

Less: Depreciation 140.82 110.77

Profit before Tax 329.74 258.50

Less: Provision for Current Taxes 65.40 53.20

Less: Provision for Deferred Taxes 51.14 21.43

Profit after Tax 213.20 183.87

Add: Balance in Profit & Loss Account 201.65 156.78

Add: Prior year income 1.16 0.06

Less: Prior year expenses 0.22 1.40

Add: Excess provision for Tax Reversed/ Refund — 0.12

Add / (Less): Prior year taxes 0.23 (1.84)

Balance Available for Appropriation 416.02 337.59

Appropriation:

Proposed Dividend 30.72 30.72

Tax on Dividend 5.10 5.22

Transferred to General Reserve 100.00 100.00

Surplus in Profit & Loss Account Carried 280.20 201.65 over Balance Sheet

DIVIDEND

Your Directors recommend payment of dividend of Rs. 10 /- per equity share of Rs. 10/- each for the financial year ended 31st March, 2011, which if approved at the forthcoming Annual General Meeting will be paid to those equity shareholders whose names appear in the Register of Members as on 11th August, 2011 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 1sl August, 2011.

PERFORMANCE

Agency Division

The uptrend started in the financial year 2009-10 has continued throughout the financial year 2010-11. The yarn price realisation was better in the year which helped the spinning mills to continue their expansion and modernization programmes. This in turn improved the sales of the Textile Machineries of our principals.

This division has started a training center at Guntur, Andhra Pradesh to provide training to the technical personnel of the mills for effective utilization of the machines.

This division earned a PBT of Rs. 108.17 Millions, an increase of 62.92% over the previous year.

TEXTILE DIVISION

The good demand for the yarn has helped this division to post impressive results in spite of the unprecedented high cotton cost during the year under review. Both turn over and profits have gone up to record levels.

The textile division of the Company earned a PBT of Rs. 214.67 Millions during the year under review compared to Rs. 152.68 Millions in the previous year.

WIND MILL DIVISION

Your Company has replaced 12 numbers of old Wind Energy Generators (WEG) with new machines for better generation and to reduce the maintenance cost at our wind farms at Kammalapatti and Vadavedampatti villages at an investment of Rs. 203.70 Millions during the year under review. The present total installed capacity of this division is 27.025 MW.

The wind energy division has performed well in the financial year under review due to better wind and better grid availability and this division has earned a PBT of Rs. 43.37 Millions during the year under review compared to Rs. 40.76 Millions in the previous year..

ENGINEERING DIVISION

The Gears unit has started its operations from July, 2010 onwards and operations were stabilized in the last quarter of the year under review. Some more machines will be imported for this unit during the current year to increase the production.

During the year under review the unit has incurred a loss of Rs. 29.23 Millions.

EXPORTS

The Company's exports include the supplies to merchant exporters to the tune of Rs. 217.78 Millions (Previous year Rs. 119.79 Millions).

PROSPECTS

Better Yarn price realisation, in spite of increase in the cotton prices, helped the entire textile industry to earn good profits during the year under review.

Sudden fall in the cotton prices reflected in the yarn price realisation also. There is a glut in the yarn market and the movement of yarn is very poor. Higher cost of power, employees cost and the lower yarn prices are expected to reverse the trend and the prospects for the current year are not promising.

This may affect the performance of the textile division as well as the agency division substantially in the coming months.

To meet the increase in the requirement of power by the industries, Government is taking all measures to utilize the full generation of wind power by establishing the infrastructure for better grid availability. The wind energy division is expected to continue its better performance.

Gears unit is expected to improve its performance during the current year.

DIRECTORS

Sri. R. Satagopan and Sri. R. Venkatrangappan, Directors, retire by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

There is no deposit remaining unclaimed at the end of the financial year 2010-11. The Company has complied with all the provisions of Section 58Aof the Companies Act, 1956 and Rules made there under with regard to acceptance of Deposits.

INDUSTRIAL RELATIONS

Industrial relations are cordial in all the units and your Directors appreciate the co-operation extended by the employees.

LISTING

Your Company's shares are listed in Bombay Stock Exchange Limited and the listing fee has been duly paid.

Madras Stock Exchange Ltd (MSE) has approached the Company and informed that they are taking steps for restarting the trading facilities and they have also informed that MSE has entered into a Strategic arrangement with the National Stock Exchange of India in terms of which the members of the MSE are allowed to trade in the National Stock Exchange platform. The continuous listing in MSE will add liquidity to our shares which is beneficial to our shareholders. Therefore we wish to continue the listing with Madras Stock Exchange Limited in order to extend the facility to the shareholders. It is proposed to seek approval of the shareholders in this regard in the ensuing Annual General Meeting.

AUDITORS

M/s. S. Krishnamoorthy & Co., Chartered Accountants, the retiring auditors have given the certificate pursuant to Section 224(1 B) of the Companies Act, 1956 and are eligible for re-appointment.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, Sri. R. Krishnan, Cost Auditor has been appointed to conduct Cost Audit relating to the Textile Division for the financial year 2011 -12.

INFORMATION PURSUANT TO SECTION 2170F THE COMPANIES ACT, 1956

In terms of sub-section (2A) of Section 217 of the Companies Act, 1956, the Company has no employee drawing salary exceeding Rs. 60.00 Lakhs per annum or Rs. 5.00 Lakhs per month during the year under review.

Energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure I attached.

Technology absorption particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure II attached.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned: Rs. 5.83 Millions

Foreign Exchange Outgo: Rs. 143.19 Millions

Foreign currencyTerm loan Repayment : Rs. 15.20 Millions

Capital goods imports (including advances) : Rs. 72.91 Millions

Foreign currencyTerm loan interest payment : Rs. 2.70 Millions

Raw Material imports : Rs. 46.86 Millions

Stores and Spares imports (including advances) : Rs. 5.45 Millions

Others : Rs. 0.07 Millions

ADDITIONAL DISCLOSURES:

In line with the requirement of Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report, a certificate from the Auditors of the Company regarding compliance of Corporate Governance and Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

DIRECTORS" RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

- all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

- such accounting policies have been selected and applied consistently and such 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 as at March 31,2011 and of the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

GENERAL

The Directors place on record their sincere thanks to the Principals M/s. Lakshmi Machine Works Limited for the whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

By Order of the Board

Coimbatore (Sd.) R. VENKATRANGAPPAN 20th May, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March, 2010. FINANCIAL RESULTS

Financial results for the year under review are summarized below:

2009-10 2008-09

(Rs. in Millions)

Turnover 1190.70 925.08

Commission Receipts 81.01 103.96

Other Income 41.03 31.77

Profit before Interest and Depreciation 415.08 197.39

Less: Interest 45.81 60.12

Profit before Depreciation 369.27 137.27

Less: Depreciation 110.77 127.10

Profit before Tax 258.50 10.17

Less: Provision for Current Tax 53.20 0.66

Less: Provision for Deferred Tax 21.43 2.76

Less: Provision for Fringe Benefit Tax - 0.35

Profit after Tax 183.87 6.40

Add: Balance in Profit and Loss Account 156.78 151.19

Add: Prior year income/Depreciation 0.06 0.80

Less: Prior year expenses 0.12 0.67

Add: Excess provision for Tax Reversed/ Refund 0.01 2.31

Less: Prior year taxes 1.84 0.09

Balance Available for Appropriation 337.59 159.94 Appropriation:

Proposed Dividend 30.71 1.84

Tax on Dividend 5.22 0.31

Transferred to General Reserve 100.00 1.00

Surplus in Profit and Loss Account Carried over to Balance Sheet 201.66 156.79

DIVIDEND

Your Directors recommend, payment of dividend of Rs. 10/- per equity share of Rs.10/- each for the financial year ended 31s March, 2010, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 28" July, 2010 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 15" July, 2010.

PERFORMANCE

Agency Division

The effect of the global meltdown has continued up to first half of the financial year under review which reduced the off-take of the machineries by the spinning mills. The situation has improved slightly in the second half due to better yarn prices. This helped the mills to restart their expansion and modernization programmes which were shelved due to global down turn of the textile industry during the previous financial year. This division has performed better in the second half of the financial year under review.

The principals have decided to market the CNC Machines manufactured by it directly. Consequently the agency arrangement which expired on 30"1 September, 2009 for marketing of the CNC machines has not been renewed.

This division earned a PBT of Rs. 66.40 Millions, a decline of 28.10% over the previous year.

Textile Division

During the first half of the financial year the yarn prices were ruling lower and the cotton prices were steady. However in the second half the demand for yarn picked up and the prices have improved considerably. In spite of the higher cotton prices throughout the period, the mills were able to make better yarn price realization.

The textile division of the Company earned an EBIDTA of Rs. 286.71 Millions during the year under review compared to Rs. 32.92 Millions in the previous year.

Wind Mill Division

Your Company has installed two more 1500 KW Wind Energy Generators (WEG) which have commenced generation during the fag end of March, 2010. The present total installed capacity of this division is 27.50 MW. The full benefit of these two new WEGs will be available during 2010 -11. The wind Energy division has performed well in the financial year under review due to better wind and better grid availability and this division has earned a PBT of Rs. 40.76 Millions.

EXPORTS

The Companys exports include the supplies to the units situated in the special economic zones of Rs. 23.25 Millions (Previous year Rs. 29.47 Millions) and the merchant export of Rs. 119.79 Millions (Previous year Rs. 32.16Millions).

The Company used this opportunity of better price realization to its advantage by concentrating on the domestic market.

PROSPECTS

Good demand for the yarn and better yarn prices will help the industry in general to continue its better performance. However the reduction of the incentives for the export of yarn may increase the competition in the domestic market. Severe power cut, increase in the fuel prices, shortage of labour and increase in the employee cost may result in lower margins. This may affect the performance of the textile division as well as the agency division to some extent.

The wind energy division is expected to perform better. The gear manufacturing unit will commence its operation from July, 2010 onwards which will also contribute to the overall turnover and profitability of the Company.

DIRECTORS

Sri. CBKariappaandSri. J Raghupathy, Directors, retire by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

There is no deposit remaining unclaimed at the end of the financial year 2009 - 10. The Company has complied with all the provisions of Section 58A of the Companies Act, 1956 and the Rules made there under with regard to acceptance of Deposits.

INDUSTRIAL RELATIONS

Industrial relations are cordial in all the units and your Directors appreciate the co-operation extended by the employees.

LISTING

Your Companys shares are listed in Bombay Stock Exchange Limited and the listing fees have been duly paid. Company has filed application for delisting of its shares from Madras Stock Exchange Limited based on the resolution passed at the last Annual general meeting. Confirmation for delisting of shares is awaited.

AUDITORS

M/s. S. Krishnamoorthy & Co., Chartered Accountants, the retiring auditors have given the certificate pursuant to Section 224(1 B) of the Companies Act, 1956 and are eligible for re-appointment.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, Sri. R. Krishnan, Cost Auditor has been appointed to conduct Cost Audit relating to the Textile Division for the financial year 2010 -11.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

In terms of sub-section (2A) of Section 217 of the Companies Act, 1956, the Company has no employee drawing salary exceeding Rs. 24.00 Lakhs per annum or Rs. 2.00 Lakhs per month during the year under review.

Energy consumption particulars as required by Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure I attached.

Technology absorption particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure II attached.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned Rs.6.25 Millions

Foreign Exchange Outgo:

Foreign currency Term loan repayment Rs. 13.98 Millions

Foreign currency Term loan interest payment Rs. 0.38 Millions

Raw material imports Rs. 30.51 Millions

Stores and Spares imports Rs. 0.37 Millions

Capital goods imports Rs. 1.68 Millions

Total Rs. 46.92 Millions

ADDITIONAL DISCLOSURES:

In line with the requirement of Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report, A certificate from the Auditors of the Company regarding compliance of Corporate Governance and Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

all applicable Accounting Standards have been followed in the preparation of annual accounts and that there is no material departure;

such accounting policies have been selected and applied consistently and such 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 as at March 31, 2010 and of the profit of the Company for the year ended on that date;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities the annual accounts have been prepared on a going concern basis.

GENERAL

The Directors place on record their sincere thanks to the Principals M/s. Lakshmi Machine Works Limited for the whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

For and on behalf of the Board

Chennai (Sd.)R.VENKATRANGAPPAN

24th May, 2010 Chairman