Directors Report of Super Spinning Mills Ltd.
Mar 31, 2018
Dear Shareholders,
The Directors are pleased to present the 56th Annual Report of the Company along with audited financial statements for the year ended 31st March, 2018.
Financial Highlights :
The summary of the financial performance of the Company for the year ended 31st March 2018 is as follows.
(Rs. in Lakhs)
|
Particulars |
31.03.2018 |
31.03.2017 |
|
Revenue from operation |
26,087.92 |
29,417.96 |
|
Other Income |
273.83 |
1,273.10 |
|
Total Revenue |
26,361.75 |
30,691.06 |
|
Earnings before Finance Cost, Depreciation & Tax |
(222.49) |
1,454.61 |
|
Less: Finance Cost |
1,381.73 |
1,711.23 |
|
Earnings before Depreciation & Tax |
(1604.22) |
(256.62) |
|
Less: Depreciation and amortization |
554.82 |
796.58 |
|
Profit/(Loss) before Tax |
(2,159.04) |
(1,053.20) |
|
Less: Current and deferred Tax |
- |
(243.93) |
|
Profit/(Loss) after Tax |
(2,159.04) |
(1,297.13) |
Review of business operations
During the year under review your Company has achieved a total turnover of Rs.26,087.92 Lakhs and incurred loss of Rs. 2,159.04 Lakhs as against the previous year turnover of Rs.29,417.96 Lakhs and the loss of Rs.1,297.13 Lakhs. Your Directors are confident that the performance would be improved during the current financial year.
Change in the nature of business
There was no change in the nature of principal business of the Company during the financial year ended 31st March 2018.
Transfer to Reserves
During the year under review, no amount has been transferred to general reserves. However, the current year loss of Rs. 2,159.04 Lakhs has been adjusted against the retained earnings under the head other equity.
Dividend
Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31 st March 2018.
Share Capital
The issued, subscribed and paid-up share capital of the Company as on 31st March 2018 stood at Rs.5,50,00,000/- divided into 5,50,00,000 equity shares of Re.1/- each. During the year under review the Company has not made any fresh issue of shares.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Since the Company has not declared any dividend since 2008-09, there was no amount to be transferred during the year to the Investor Education and Protection Fund established by the Central Government.
Extract of Annual Return
The extract of Annual Return in the prescribed Form No. MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.
Board and Committee meetings
During the year under review, 6 meetings of the Board of Directors, 6 meetings of Audit Committee, 3 meetings of Nomination and Remuneration Committee and 5 meetings of Stakeholders Relationship Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.
Statement on compliance with Secretarial Standards
The directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards;
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 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government
There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.
Declaration of Independent Directors
The Company has received declarations from all the Independent Directors of the Company for the financial year 2017-18, confirming that they meet the criteria of independence as prescribed both under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.
Companyâs Policy Relating to Directors Appointment, Payment of Remuneration and other matters provided under Section 178(3) of the Companies Act, 2013
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 2 and can also be accessed on the Companyâs website at the link http:// www.superspinning.com/wp-content/uploads/2015/07/ Nomination-and-Remuneration-policy.pdf.
Comments on Auditorsâ Report
There were no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sethia, Prabhad & Hegde, Statutory Auditors and Mr. M.D.Selvaraj of MDS & Associates, Secretarial Auditor in their report.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013
During the year under review the Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the details in respect of investments made by the Company in the earlier years are disclosed in the notes to the financial statements.
Particulars of contracts or transactions with related parties
All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2017-18 were in the ordinary course of business and on an armâs length basis. Since there are no transactions which are not on armâs length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.
The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the companyâs website and may be accessed through the link at http:// www.superspinning.com/wp-content/uploads/2016/08/ PolicyOnRelatedPartyTransactions.pdf.
Material changes and commitments affecting the financial position of the company
There were no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March 2018 and the date of the report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 3 to this report.
Risk Management Policy of the company
The Company has a structured risk management policy. The Company does not face any risk other than those prevalent in the industry. The Company has taken all possible steps to overcome such risks. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.
Audit Committee
The Company has constituted Audit Committee in accordance with Section 177 of the Companies Act, 2013. Kindly refer the Report on Corporate Governance for matters relating to the composition, meetings and functions of the committee.
The Board has accepted the Audit Committeeâs recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Companies Act, 2013, with respect to rejection of any recommendations of Audit Committee by the Board.
Whistle Blower Policy (Vigil Mechanism)
The Company has formulated a Whistle Blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the companyâs code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the companyâs website and may be accessed through the link at http://www.superspinning.com/wp-content/uploads/2016/08/WhistleBlowerPolicy.pdf.
Corporate Social Responsibility initiatives
The Corporate Social Responsibility Committee comprises of Mr. C S K Prabhu, Mr. Sumanth Ramamurthi and Mr. A R Balasundharam.
The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013.
The Company was not required to spend on the Corporate Social Responsibility activities as the average net profits of the immediately preceding three financial years of the Company was in the negative.
The Annual Report on Companyâs CSR activities of the Company is furnished in the prescribed format as Annexure 4 to this report.
Annual evaluation of the Board on its own performance and of the individual Directors
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, Committees, Independent Directors, Non-Independent Directors, Chairman and Managing Director. Based on that performance evaluation has been undertaken. A separate meeting of Independent Directors of the Company was held for this purpose.
Board of Directors
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sumanth Ramamurthi, Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Mr. A.S.Thirumoorthy resigned from the services as Managing Director and Director with effect from 31st May 2018. The Board of Directors wish to place on record their sincere appreciation for the valuable contributions made by Mr. A.S.Thirumoorthy during his decade of association with the Company.
Mr.A.R.Balasundharam was appointed as an Independent Director of the Company with effect from 1st June 2017. In his tenure as an Independent Director, Mr.A.R.Balasundharam has provided insights into the textile industry which have proved to be invaluable to the Company. Mr.A.R.Balasundharam has given a declaration dated 2nd May 2018 to the effect that he does not meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 upon receipt of the consultancy fees.
The Nomination and Remuneration Committee and the Board of Directors at their meetings held on 19th May 2018 have appointed Mr. A.R.Balasundharam as an Additional Director of the Company in the capacity of Non-Independent, Non-Executive director with effect from 20th May 2018 and he shall hold office upto the date of this Annual General Meeting. Accordingly, necessary resolution proposing the appointment of Mr. A R Balasundharam as a Non-Independent & Non-Executive Director of the Company has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.
The Board of Directors at their meeting held on 19th May 2018 on the recommendation of the Nomination and Remuneration Committee has redesignated Mr. Sumanth Ramamurthi as Chairman and Managing Director with effect from 1st June 2018.
Key Managerial Personnel
Key Managerial Personnel of the Company as required under Section 2(51) and 203 of the Companies Act, 2013 are Mr. Sumanth Ramamurthi, Executive Chairman, Mr. A S Thirumoorthy, Managing Director, Mr.C Shankar, Chief Financial Officer and Ms. Ramaa Krishnakumar, Company Secretary.
Mr.A S Thirumoorthy, Managing Director and Mr.C Shankar, Chief Financial Officer of the Company had resigned from the services of the Company from May 31, 2018 and June 2, 2018 respectively.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any subsidiaries, Joint Ventures or Associate Companies.
Fixed Deposits
The Company has not accepted or renewed any fixed deposits during the year under review and hence there were no unpaid deposits as on 31st March 2018.
Details of significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Companyâs operation in future
There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future.
Adequacy of internal financial controls with reference to the financial statements
The Company has implemented adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The committee reviews the statutory auditorsâ report, key issues, significant process and accounting policies.
The Directors and the Management confirms that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.
Auditors
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, the Company has appointed Mr. M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit in Form No. MR-3 for the financial year 201718 is annexed herewith as Annexure 5 to this report.
Statutory Auditors
M/s Sethia, Prabhad Hegde & Co, Chartered Accountants, Bangalore has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 55th Annual General Meeting till the conclusion of 60th Annual General Meeting of the Company.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with.
Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the 56th Annual General Meeting.
Cost Auditors
On the recommendation of the Audit Committee, the Board of Directors has appointed Mr.R.Krishnan, Cost Accountant, (Membership No. 7799) as the Cost Auditor of the Company for the financial year 2018-19.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is subject to the ratification of the members in a general meeting. The Board recommends the ratification of their remuneration.
Particulars of Employees
The details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 6 to this report.
Corporate Governance
A report on Corporate Governance is annexed to and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has constituted an internal complaints committee to redress the complaints regarding sexual harassment. All employees are covered under this policy. The company has received few complaints and all the complaints are properly settled after conducting enquiry.
Personnel Relations
The Company continues to enjoy the cordial relationship with its employees at all levels.
Acknowledgements
The Directors thank the Companyâs Bankers, Financial Institutions, Customers, Vendors, Investors, Suppliers and Business Associates for their unstinted support.
Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to place on record their appreciation for the contributions made by the employees towards the growth of the Company.
For and on behalf of the Board
Sumanth Ramamurthi
Coimbatore Executive Chairman
19th May, 2018 DIN: 00002773
Mar 31, 2016
Dear Shareholders,
The Directors are pleased to present the 54th Annual Report of the Company along with audited financial statements for the year ended 31st March, 2016.
Financial Highlights:
The summary of the financial performance of the Company for the year ended 31st March 2016 is as follows. (Rs. lakhs)
|
Particulars |
31.03.2016 |
31.03.2015 |
|
Revenue from operation |
34,829 |
44,050 |
|
Other Income |
198 |
585 |
|
Total Revenue |
35,027 |
44,635 |
|
Earnings before Finance Cost, Depreciation & Tax |
686 |
1,813 |
|
Less: Finance Cost |
2,143 |
2,304 |
|
Earnings before Depreciation & Tax |
(1,457) |
(491) |
|
Less: Depreciation and amortization |
995 |
1,037 |
|
Profit before Tax |
(2,452) |
(1,528) |
|
Less : Exceptional Items |
24 |
187 |
|
Less: Current and deferred Tax |
(299) |
(541) |
|
Less: Adjustment for earlier years |
-- |
- |
|
Add : Extraordinary Items |
1,595 |
- |
|
Profit / (Loss) after Tax |
(582) |
(1,174) |
Review of business operations
During the year under review your Company has achieved a total turnover of Rs. 34,829 lakhs and incurred loss of Rs. 582 lakhs as against the previous year turnover of Rs. 44,050 lakhs and the loss of Rs. 1174 lakhs. Your Directors are confident that the performance would be improved during the current financial year.
Change in the nature of business
There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.
Dividend
Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31st March 2016.
Transfer to Reserves
Due to losses incurred by the Company during the year under review the company is unable to transfer any amount to its reserves.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund In terms of Section 205A & 205C of the Companies Act, 1956, an amount of Rs. 1,67,816/- being unclaimed dividend (2007-08) was transferred during the year to the Investor Education and Protection Fund established by the Central Government.
Share Capital
The issued, subscribed and paid-up share capital of the Company as on 31.03.2016 stood at Rs. 5,50,00,000/divided into 5,50,00,000 equity shares of Rs. 1/- each. During the year under review the Company has not made any fresh issue of shares.
The Company has decided to delist its equity shares from BSE Ltd due to insignificant transactions of its equity shares in BSE Ltd over a period of time.
Extract of Annual Return
The extract of Annual Return in the prescribed Form No.MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.
Board Committees
Details on the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this report.
Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards;
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 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Details in Respect to Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government
There have been no frauds reported by the auditors pursuant to Section 143(12) of the Companies Act 2013.
Declaration of Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Company''s Policy relating to Directors appointment, payment of Remuneration and other matters provided under Section 178(3) of the Companies Act, 2013
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Remuneration policy of the Company is annexed herewith as
Annexure 2 and can also be accessed on the Company''s website at the link http://www. superspinning.com/wp-content/uploads/2015/07/ Nomination-and-Remuneration-Policy.pdf. The Criteria for determining qualifications, positive attributes and Independence of Directors and Senior Management Personnel has been stated in Annexure 3 to this report.
Auditors'' Report
There were no qualifications, reservations, adverse remarks or disclaimers made by the M/s.Reddy, Goud and Janardhan, Statutory Auditors and Mr. M.D.Selvaraj of MDS & Associates, Secretarial Auditor in their report.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013
During the year under review the Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the details in respect of investments made by the Company in the earlier years are disclosed in the notes to the financial statements.
Particulars of Contract or Transactions with related parties
All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2015-16 were in the ordinary course of business and on an arm''s length basis. Since there are no transactions which are not on arm''s length basis and material in nature the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.
The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company''s website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Related-Party-Transactions.pdf.
Material changes and commitments affecting the financial position of the Company
There has been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2016 and the date of the report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 4 to this report.
Risk Management Policy of the company
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.
Whistle Blower Policy (Vigil Mechanism)
The details of the composition of the Audit Committee have been enumerated in the Corporate Governance Report which forms a part of the Board''s report. The Company has formulated a Whistle Blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the company''s website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.
Corporate Social Responsibility initiatives
The Board has constituted a Corporate Social Responsibility Committee comprising of the following directors as its members;
1. Mr. C S K Prabhu - Chairman
2. Mr. Sumanth Ramamurthi - Member
3. Mr. A.S.Thirumoorthy - Member
The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013.
The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company.
The Annual Report on Company''s CSR activities of the Company is furnished in the prescribed format as Annexure 5 to this report.
Annual evaluation of the Board on its own performance and of the Individual Directors
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each Independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc.
The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc.
Directors & Key Managerial Personnel
The tenure of office of Mr. Vijay Venkataswamy as an Independent Director of the Company expires on 31st May 2016. The Board of Directors at their meeting held on 30th May 2016 recommended the reappointment of Mr. Vijay Venkataswamy, as an Independent Director for a second tenure for one year with effect from 1st June 2016 to 31st May 2017.
Mr. A S Thirumoorthy, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Your Directors recommend his re-appointment.
Mr. R Srikanth, Company Secretary tendered his resignation during the year under review and he has been relieved of his duties from the closing hours of the business on 20th October 2015. Ms. Ramaa Krishnakumar, has been appointed as Company Secretary and Compliance Officer of the Company with effect from 7th November 2015.
Key Managerial Personnel of the Company as required under Section 2(51) and 203 of the Companies Act,2013 are Mr.Sumanth Ramamurthi, Executive Chairman, Mr.A.S.Thirumoorthy, Managing Director, Mr.N.Hemanand, Chief Financial Officer and Ms.Ramaa Krishnakumar, Company Secretary.
Subsidiaries, Joint Ventures and Associate Companies
The Company has two subsidiaries namely M/s.Sara Elgi Arteriors Limited - a wholly owned subsidiary and M/s. Elgi Building Products Limited - step down subsidiary.
A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form AOC-1 and is attached as Annexure 6 to this report.
The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding financial year or has generated 20% of the consolidated income of the Company during the previous financial year. The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Subsidiaries.pdf.
The consolidated financial statements of the company and its subsidiaries prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.
The annual accounts of the subsidiary companies are posted on the website of the Company viz. www. superspinning.com and will also be kept open for inspection to any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.
Fixed Deposits
Since the Company has not accepted any fixed deposits covered under Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid as on 31st March 2016 and accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.
Details of significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Companyâs operation in future
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.
Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The committee reviews the statutory auditors'' report, key issues, significant processes and accounting policies.
The Directors confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.
Auditors
Statutory Auditors
M/s.Reddy, Goud & Janardhan, Chartered Accountants, Bangalore retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee & the Board of Directors recommend the re-appointment of M/s.Reddy, Goud & Janardhan, Chartered Accountants as the Statutory Auditors of the Company. Further, company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.
Necessary resolution for the appointment of Auditors has been included in the Notice of the Annual General Meeting for the approval of the Members.
Secretarial Auditors
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 Mr. M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial report is annexed herewith as Annexure 7 to this report.
Cost Auditors
The Board of Directors on the recommendation of the Audit Committee, have reappointed M/s. S.Mahadevan & Co., Cost Accountants, as the Cost Auditors of the company for the financial year 2016-17.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors is subject to the ratification of the members in a general meeting. The Board recommends the ratification of their remuneration.
Particulars of Employees
The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 8 and is attached to this report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate exceeding Rs. 60,00,000/-if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year.
Corporate Governance
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.
Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has constituted an internal complaints committee to address the complaints regarding sexual harassment. All employees are covered under this policy. The company has received few complaints and all the complaints are properly settled after conducting inquiry.
Personnel Relations
Staff and Labour relations during the year at all units of the company continued to be cordial.
Acknowledgements
Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.
Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.
By Order of the Board
Sumanth Ramamurthi
Coimbatore Executive Chairman
30th May 2016 DIN: 00002773
Mar 31, 2015
Dear Shareholders,
The Directors are pleased to present the 53rd Annual Report of the
Company along with audited financial statements for the year ended 31st
March, 2015.
Financial Highlights:
The summary of the financial performance of the Company for the year
ended 31st March 2015 is as follows.
(Rs. lakhs)
Particulars 31.03.2015 31.03.2014
Revenue from operations 44,050 52,120
Total Revenue 44,635 52,623
Earnings before Finance 1,626 4,373
cost, Depreciation & Tax
Less: Finance cost 2,304 2,380
Earnings before Deprecia- (678) 1,993
tion & Tax
Less: Depreciation & Amor- 1,037 1,511
tisation
Profit before Tax
Less: Current & Deferred (541) 150
Tax
Less: Adjustment for earlier - -
years
Profit after tax
Add: Balance brought (3,369) (3,701)
forward
Profit available for (4,543) (3,369)
appropriations and carry
forward
Dividend
Due to losses incurred by the Company during the year under review the
Directors have not recommended any Dividend for the year ended 31st
March 2015.
Transfer to Reserves
Due to losses incurred by the Company during the year under review the
company is unable to transfer any amount to its reserves.
Transfer of Unclaimed Dividend to Investor Education and Protection
Fund
In terms of Section 205A & 205C of the Companies Act, 1956, an amount
of Rs. 6,42,276/- being unclaimed dividend (2006-07) was transferred
during the year to the Investor Education and Protection Fund
established by the Central Government. The unclaimed dividend for the
year 2007-08 is due for remittance on 28th October 2015 to the
Investors Education and Protection Fund during this year.
Share Capital
The issued, subscribed and paid-up share capital of the Company as at
31.03.2015 stood at Rs. 5,50,00,000/- divided into 5,50,00,000 equity
shares of Rs. 1/- each. During the year under review the Company has not
made any fresh issue of shares.
Extract of Annual Return
The extract of Annual Return in the prescribed Form No.MGT-9 pursuant
to Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is furnished as Annexure 1 and is attached
to this Report.
Board Meetings Conducted During the Period under Review
The Company had conducted Four (4) Board meetings during the period
under review. Further details on the Board and Committee meetings held
during the year have been enumerated in the Corporate Governance Report
which is annexed to this report.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no material
departures from those standards;
(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 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 have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and 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.
Declaration of Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under both the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchanges.
Company's Policy Relating to Directors Appointment, Payment of
Remuneration and other matters provided Under Section 178(3) of the
Companies Act, 2013.
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure 2 and is attached to this report and can also be accessed
on the Company's website at the link http://www.superspinning.com/
wp-content/uploads/2015/07/Nomination-and- Remuneration-Policy.pdf.
Auditors' Report
There were no qualifications, reservations, adverse remarks or
disclaimers made by the M/s.Reddy, Goud and Janardhan, Statutory
Auditors and Mr.M.D.Selvaraj of MDS & Associates, Secretarial Auditor
in their report.
Particulars of Loans, Guarantees or Investments made under Section 186
of the Companies Act, 2013
The Company has not granted any loans or given any security or made any
investments pursuant to the provisions of Section 186 of the Companies
Act, 2013 during the year under review. However, the details in respect
of investments made by the Company in the earlier years is disclosed in
the notes to the financial statements.
Particulars of contracts or arrangements with Related Parties
All transactions entered into with related parties as defined under the
Companies Act, 2013 during the financial year 2014-15 were in the
ordinary course of business and on an arm's length basis. Since there
are no transactions which are not on arm's length basis and material in
nature the requirement of disclosure of such related party transactions
in Form AOC-2 does not arise.
The policy on related party transactions as approved by the Board of
Directors of the Company has been uploaded on the company's website and
may be accessed through the link at http://www.
superspinning.com/wp-content/uploads/2015/01/
Policy-on-Related-Party-Transactions.pdf.
Material changes and commitments affecting the financial position of
the Company
There have been no material changes and commitments affecting the
financial position of the Company which has occurred between the
financial year ended 31st March, 2015 and the date of the report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under
section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is attached herewith as Annexure 3 to
this report.
Statement concerning development and implementation of Risk Management
Policy of the Company
The Company has a structured risk management policy. The Risk
management process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. The potential risks are inventoried and integrated
with the management process such that they receive the necessary
consideration during decision making.
Whistle Blower Policy (Vigil Mechanism)
The details of the composition of the Audit Committee have been
enumerated in the Corporate Governance Report which forms a part of the
Board's report. The Company has formulated a whistle blower policy in
line with the provisions of Section 177 of the Companies Act, 2013 and
Clause 49 of the listing agreement to enable the directors and
employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of the company's code of conduct or ethics
policy. The policy also provides for adequate safeguards against
victimization of director(s) / employee(s) who avail of the mechanism
and also provides for direct access to the Chairman of the Audit
Committee in exceptional cases. The Whistle Blower policy has been
uploaded on the company's website and may be accessed through the link
at http://www. superspinning.com/wp-content/uploads/2015/01/
Whistleblower-Policy.pdf.
Details of Policy Developed and Implemented by the Company on its
Corporate Social Responsibility initiatives
The Board has constituted a Corporate Social Responsibility Committee
comprising of the following directors as its members;
1. Mr. C S K Prabhu - Chairman
2. Mr. Sumanth Ramamurthi - Member
3. Mr. A.S.Thirumoorthy - Member
The company has adopted a Corporate Social Responsibility Policy
defining therein the CSR activities to be undertaken by the Company in
line with the provisions of Schedule VII of the Companies Act, 2013.
The Corporate Social Responsibility Committee of the Board is
responsible for the implementation and effective monitoring of the CSR
activities of the Company.
The Company was however not required to incur any expenditure on the
CSR initiatives during the year under review as the average net profits
of the preceeding three financial years of the company was in the
negative.
The Annual Report on Company's CSR activities of the Company is
furnished in the prescribed format as Annexure 4 and attached to this
report.
Annual evaluation of the Board on its own performance and of the
Individual Directors
In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The
Independent Directors, at their separate meetings, also evaluated the
performance of non-independent directors and the Board as a whole based
on various criteria. The performance of each Independent Director was
evaluated by the entire board of directors on various parameters like
engagement, leadership, analysis, decision making, communication,
governance etc. The Board and the Independent Directors were of the
unanimous view that performance of the Board of Directors as a whole
was satisfactory.
The performances of all the Committees were evaluated by the Board
having regard to various criteria such as committee composition,
committee, processes, committee dynamics etc. The Board was of the
unanimous view that all the committees were performing their functions
satisfactorily.
Directors & Key Managerial Personnel
During the year under review, the Members have approved the appointment
of Mr. C.S.K. Prabhu, Mr.B.Vijayakumar, Mr.Sudarsan Varadaraj, Mr.Vijay
Venkataswamy, Mr.C.G. Kumar and Mrs.Suguna Ravichandran as the
Independent Directors of the Company for a period of 5 years.
The Members at the Annual General Meeting held on 10th September 2014
approved the appointment of Mr.Sumanth Ramamurthi and
Mr.A.S.Thirumoorthy as the Executive Chairman and the Managing Director
respectively with effect from 1st April 2014.
Mr.N.Hemanand was appointed as the Chief Financial Officer of the
Company with effect from 1st April 2014.
Mr.Sumanth Ramamurthi, Executive Chairman of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for re- appointment.
Your Directors recommend his re-appointment.
Subsidiaries, Joint Ventures and Associate Companies
The Company has two subsidiaries namely M/s.Sara Elgi Arteriors Limited
- a wholly owned subsidiary and M/s.Elgi Building Products Limited -
step down subsidiary.
A report containing the salient features of the subsidiaries as
required under Section 129(3) of the Companies Act, 2013 has been
annexed herewith in Form AOC-1 and is attached as Annexure 5 to this
report
The company does not have any material subsidiaries whose individual
transactions exceeds 20% of the annual consolidated net worth of the
holding company as per the last audited financial statements of the
Company. The policy on determination of material subsidiaries of the
company as approved by the Board of Directors has been uploaded on the
website of the Company and can be accessed at the link http://www.
superspinning.com/wp-content/uploads/2015/01/
Policy-on-Subsidiaries.pdf.
The consolidated financial statements of the company and its
subsidiaries have prepared in accordance with the applicable accounting
standards have been annexed to the Annual Report.
The annual accounts of the subsidiary companies are posted on the
website of the Company viz. www. superspinning.com and will also be
kept open for inspection by any shareholder at the Registered Office of
the Company. The Company shall also provide the copy of the annual
accounts of subsidiary companies to the shareholders upon their
request.
Fixed Deposits
Since the Company has not accepted any fixed deposits covered under
Chapter V of the Companies Act, 2013, there are no deposits remaining
unclaimed or unpaid as on 31st March 2015 and accordingly, the question
of default in repayment of deposits or payment of interest thereon,
during the year, does not arise.
Details of Significant and Material orders passed by the regulators or
Courts or Tribunals impacting the going concern status and Company's
operation in future
There is no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and company's
operation in future.
Internal Control Systems and their Adequacy
The Company has adequate internal control systems to monitor internal
business process, financial reporting and compliance with applicable
laws. The Company periodically reviews the adequacy and effectiveness
of the control systems.
The Audit committee of the Board reviews internal control systems and
their adequacy, significant risk areas, observations made by the
internal auditors on control mechanism and the operations of the
company, recommendations made for corrective action and the internal
audit reports. The committee reviews with the statutory auditors and
the management, key issues, significant processes and accounting
policies.
AUDITORS Statutory Auditors
M/s.Reddy, Goud & Janardhan, Chartered Accountants, Bangalore retire at
the ensuing Annual General Meeting and are eligible for re-appointment.
The Audit Committee & the Board of Directors recommend the
re-appointment of M/s. Reddy, Goud & Janardhan, Chartered Accountants
as the Statutory Auditors of the Company. Further, company has received
a certificate from the Statutory Auditors to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 139 of the Companies Act, 2013.
Secretarial Auditors
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 Mr.M.D.Selvaraj, MDS
& Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The report of the Secretarial report
is annexed herewith as Annexure 6 to this report.
Cost Auditors
The Board of Directors on the recommendation of the Audit Committee,
have appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost
Auditors of the company for the financial year 2015-16.
Pursuant to Section 148 of the Companies Act 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the remuneration
payable to the Cost Auditors is subject to the approval of the members
in a general meeting. The Board recommends the ratification of their
remuneration.
Pursuant to Section 209(1)(d) of the Companies Act, 1956, the Cost
Audit Report for the financial year ended 31st March 2014 was submitted
to the Central Government on 29th September 2014.
Particulars of Employees
The disclosure as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 7
and is attached to this report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 does not apply to the
Company as there were no employees who are in receipt of remuneration
in the aggregate at the rate of not less than Rs. 60,00,000/- if employed
throughout the year or Rs. 5,00,000/- per month if employed for part of
the year. Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
report on Corporate Governance together with the Auditors Certificate
regarding compliance of the conditions of Corporate Governance,
Management Discussion and Analysis statement forms part of the Annual
Report.
Disclosure under the Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy on Sexual Harassment of Women at
workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company has constituted an internal complaints committee to address
the complaints regarding sexual harassment. All employees are covered
under this policy. The company has received some complaints and all the
complaints are properly settled after conducting inquiry.
Personnel Relations
Staff and Labour relations during the year at all units of the company
continued to be cordial.
Acknowledgements
Your Directors wish to thank the Company's Bankers, Financial
Institutions, Customers and Suppliers for their unstinted support and
co-operation.
Your Directors wish to place on record their appreciation of the
confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels
for their excellent support and contribution made by them.
By Order of the Board
Sumanth Ramamurthi
Coimbatore Executive Chairman
27th May 2015 DIN: 00002773
Mar 31, 2014
To the Members,
The Directors have pleasure in presenting the 52nd Annual Report
together with the audited statement of accounts for the financial year
ended 31st March 2014.
Financial Results (Rs. lakhs)
Particulars 31.03.2014 31.03.2013
Revenue From Operation 52,120 43,414
Total Revenue 52,623 44,217
Earnings before Finance Cost,
Depreciation and Tax 4,373 4,842
Less: Finance Cost 2,380 2,311
Earnings before Depreciation and Tax 1,993 2,531
Less: Depreciation and Amortization 1,511 1,697
Profit before Tax 482 834
Less: Current and Deferred Tax 150 86
Less: Adjustment for earlier years 0 (2)
Profit after Tax 332 751
Add: Balance brought forward (3,701) (4,452)
Profit available for appropriations
and carry forward (3,369) (3,701)
MANAGEMENT DISCUSSION AND ANALYSIS
Dividend
Due to carry forward losses, the Directors have not recommended any
dividend for the year.
Industry Conditions and Review of Operations
The Indian textile industry witnessed reasonable improvement during the
course of the year. During the year under review your company was able
to maintain its performance due to stable cotton prices, remunerative
yarn price, upward trend in export of cotton yarn coupled with
depreciation of Indian Rupee and through dedicated efforts aimed at
improving operational efficiency, focus on optimal product mix and
effective cost saving practices.
Power situation was cause of concern for most part of the financial
year. The Company has taken up the modernization of its manufacturing
facilities and planning an outlay of around Rs. 50 Crores towards the
above in the next 3 to 4 years.
Company outlook
During the current year, in the first quarter the demand for the yarn
is subdued and yarn prices could not be increased corresponding to the
increase in cotton prices.
Opportunities, Risks and Concerns
The cotton price is subject to climatic conditions and market
volatility. The probable impact of climatic conditions in current year
is expected to have a bearing on the cotton prices.
Exports may partly get affected since European Markets are yet to
improve. Power shortage and Labour shortage are major concerns, which
could have impact on operations of the Company. Higher inflation and
increase in interest rates would have adverse impact on profit margins
of the company.
Subsidiary Companies and Consolidated Financial Statements of
Subsidiaries
The Company has two subsidiaries namely M/s Sara Elgi Arteriors Limited
- a wholly owned subsidiary and M/s Elgi Building Products Limited -
step down subsidiary. The statement pursuant to Section 212 of the
Companies Act 1956, containing details of subsidiaries of the Company
forms part of this Annual report.
The Ministry of Corporate Affairs vide General Circular No. 2/2011 dt.
8th February 2011 has granted a general exemption from attaching a copy
of the Balance Sheet, Profit & Loss Account, Report of the Board of
Directors and the Report of the Auditors of the subsidiary companies
along with holding company and hence the same have not been attached
herein.
The Consolidated Financial Statements of the Company and its subsidiary
companies prepared in accordance with the Accounting Standard 21 (AS -
21) and Listing Agreement wherever applicable and forms part of the
Annual Report and Accounts.
However, as per the conditions of the above referred circular the brief
financial statement of subsidiaries is included in the Annual report
The Annual Accounts of the subsidiary companies will be made available
to the shareholders seeking such information at any point of time. The
annual accounts of the Subsidiary Companies will also be kept open for
inspection by any shareholder at its Registered Office.
Directors
The term of office of Mr. Vidyaprakash D, Executive Chairman and Mr.
Sumanth Ramamurthi, Managing Director came to an end on 31st March
2014. Mr. Vidyaprakash D on completion of his tenure retired from
Executive Chairmanship and resigned from the Directorship of the
Company. Your Directors wish to place on record its highest
appreciation for the significant contributions and valuable guidance
given by Mr. Vidyaprakash D as Executive Chairman of the Company during
his tenure of office.
The Remuneration Committee and the Board of Directors at their meeting
held on 7th February 2014 appointed Mr. Sumanth Ramamurthi as Executive
Chairman and Mr. A S Thirumoorthy as Additional and Managing Director
of the Company for a period of three years effective from 1st April
2014. The above appointments are subject to the approval of the members
at the ensuing Annual General Meeting.
In accordance with the provisions of Section 152 of the Companies Act,
2013, and the Articles of Association of the Company, Mr. D Sarath
Chandran is liable to retire by rotation and is eligible for
reappointment.
The Nomination and Remuneration Committee and the Board of Directors at
their meeting held on 28th May 2014 appointed Mr. C G Kumar and Mrs.
Suguna Ravichandran as Additional Directors of the Company with effect
from 1st June 2014. Their appointment is subject to the approval of the
members at the ensuing Annual General Meeting.
Pursuant to the notification of Section 149 and other applicable
provisions of the Companies Act, 2013, and Clause 49 (ii) of the
Listing Agreement appointment of Independent Directors is required.
Such Independent Directors are not liable to retire by rotation.
Accordingly, the following Independent Directors are appointed as
below:-
S. Name of the Period of Appointment
No. Independent Director
1 Mr. C S K Prabhu 01.06.2014 to 31.05.2019
2 Mr. B Vijayakumar 01.06.2014 to 31.05.2019
3 Mr. Sudarsan Varadaraj 01.06.2014 to 31.05.2019
4 Mr. Vijay Venkataswamy 01.06.2014 to 31.05.2016
5 Mr. C.G Kumar 01.06.2014 to 31.05.2019
6. Ms. Suguna Ravichandran 01.06.2014 to 31.05.2019
Necessary resolutions for the appointment /re- appointment of the
aforesaid directors have been included in the notice convening the
ensuing Annual General Meeting and details of the proposal for
appointment / re-appointment are mentioned in the explanatory statement
of the notice. Your directors commend their appointment /
re-appointment. All the Directors of the Company have confirmed that
they are not disqualified from being appointed as Directors in terms of
Section 164(2) and Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules 2014.
Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
report on Corporate Governance together with the Auditors Certificate
regarding compliance of the conditions of Corporate Governance,
Management Discussion and Analysis statement forms part of the Annual
Report.
Transfer To Investors Education And Protection Fund
In terms of Section 205C of the Companies Act, 1956, an amount of
Rs.3.74 Lakhs being unclaimed dividend (2005-06) was transferred during
the year to the Investors Education and Protection Fund established by
the Central Government. The unclaimed dividend for the year 2006-07
will be transferred to the Investors Education and Protection Fund
during this year.
Internal Control System
The Company has adequate internal control systems to monitor internal
business process, financial reporting and compliance with applicable
laws. The Company periodically reviews the adequacy and effectiveness
of the control systems.
The Audit committee of the Board reviews internal control systems and
their adequacy, significant risk areas, observations made by the
internal auditors on control mechanism and the operations of the
company, recommendations made for corrective action and the internal
audit reports. The committee reviews with the statutory auditors and
the management, key issues, significant processes and accounting
policies.
Fixed Deposits
During the year the Company did not accept or renew any Fixed Deposits
and no Fixed Deposits remained unclaimed with the Company as on 31st
March 2014.
Auditors
M/s. Reddy, Goud & Janardhan, the Auditors of the Company retires at
the ensuing Annual General Meeting and have given their consent for re-
appointment. The company has received confirmation from them that, if
appointed, it would be within the limits under Section 139 of the
Companies Act, 2013. The Audit committee and the Board of Directors of
the company propose the reappointment of the auditors.
Personnel Relations
Staff and Labour relations during the year at all units of the company
continued to be cordial.
Statutory Information
A statement showing particulars of technology absorption under Section
217(1) (e) of the Companies Act, 1956 and a report on corporate
governance are enclosed and form part of this report. Information
pursuant to Section 217(2A) of the Companies Act, 1956, is not
furnished, as there are no employees covered by the said provisions.
Directors Responsibility Statement u/s. 217 (2AA)
Your Directors confirm that:
-In the preparation of the annual accounts, all applicable accounting
standards had been followed along with proper explanation relating to
material departures
-We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at the end of financial year and of the profit or loss
of the company for that period.
-Proper and significant care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
the preventing and detecting fraud and other irregularities.
-The annual accounts have been prepared on a going concern basis.
Recognition and Reward
Your Directors are glad to inform that during the year the Company has
been recognized and won the best implementing partner award on 2013 for
supporting Tami Nadu Cotton Farmers in soil health management at Mumbai
on 22nd March 2013 from international NGO, Solidaridad. Won 2nd prize
best project award in International Symposium on Corporate Social
Responsibility jointly conducted by Amirta University - India and
Deakin University - Australia at Bangalore on 12th & 13th December
2013.
The Company also won the CSR award from Dr Wayne Visser, Director of
the think tank Kaleidoscope futures and founder of CSR International-
UK.
Acknowledgement
Your Directors wish to thank the Company''s Bankers, Financial
Institutions, Customers and Suppliers for their unstinted support and
co-operation.
Your Directors wish to place on record their appreciation of the
confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels
for their excellent support and contribution made by them.
By Order of the Board
Coimbatore Sumanth Ramamurthi
28th May 2014 Executive Chairman
DIN : 00002773
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the 51st Annual Report
together with the audited statement of accounts for the financial year
ended 31st March 2013.
Financial Results
(Rs.lakhs)
Particulars 31.03.2013 31.03.2012
Revenue from operations 43544 38078
Total Revenue 44212 39526
Earnings before Finance cost,
Depreciation & Tax 4842 (1264)
Less: Finance cost 2311 3023
Earnings before Depreciation & Tax 2531 (4287)
Less: Depreciation & Amortisation 1697 1900
Profit before Tax 834 (6187)
Less: Current & Deferred Tax 86 (2251)
Less: Adjustment for earlier years (2) 355
Profit after tax 751 (4292)
Add: Balance brought forward (4452) (160)
Profit / (loss) carried to
Balance sheet (3701) (4452)
Subsidiary Companies
The Company has two subsidiaries namely M/s Sara Elgi Arteriors
Limited, a wholly owned subsidiary and M/s Elgi Building Products
Limited, a step down subsidiary. The statement pursuant to Section 212
of the Companies Act, 1956 containing details of subsidiaries of the
Company forms part of this Annual report.
The Ministry of Corporate Affairs vide General Circular No. 2/2011
dated 8th February 2011 has granted a general exemption from attaching
a copy of the Balance Sheet, Statement of Profit & Loss, Report of the
Board of Directors and the Report of the Auditors of the subsidiary
companies along with holding company and hence the same have not been
attached herein.
However, as per the conditions of the above referred circular the brief
financial statement of subsidiaries is included in the Annual report.
The Annual Accounts of the subsidiary companies will be made available
to the shareholders seeking such information at any point of time. The
annual accounts of the Subsidiary Companies will also be kept open for
inspection by any shareholder at its Registered / Corporate Office.
Directors
Mr. Vijay Venkataswamy, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment. Mr. D Sarath Chandran, Director retires by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment. The particulars of the Directors proposed to be
appointed or re-appointed are given in the Notice of this Annual
Report.
Internal Control System
The Company has adequate internal control systems to monitor internal
business process, financial reporting and compliance with applicable
laws. The Company periodically reviews the adequacy and effectiveness
of the control systems.
The Audit committee of the Board reviews internal control systems and
their adequacy, significant risk areas, observations made by the
internal auditors on control mechanism and the operations of the
company, recommendations made for corrective action in the internal
audit reports. The committee reviews with the statutory auditors and
the management, key issues, significant processes and accounting
policies.
Foreign Exchange earnings and outgo
Total Foreign exchange earned and used: Earned : Rs. 9920.85 lakhs Used :
Rs. 996.55 lakhs
Fixed Deposits
During the year the Company did not accept any Fixed Deposits and no
Fixed Deposits remained unclaimed with the Company as on 31st March
2013.
Auditors
M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the
ensuing Annual General Meeting and have given their consent for
re-appointment. The company has received confirmation from them that,
if appointed, it would be within the limits under Section 224(1B) of
the Companies Act, 1956. The Audit committee and the Board of Directors
of the company propose the reappointment of the auditors.
Cost Auditors
Pursuant to the provisions of Section 233B of the Companies Act, 1956,
the Board of Directors of your company have re-appointed M/s S.
Mahadevan & Co as Cost Auditors, subject to the approval of the Central
Government for the financial year 2013-14. The company has filed the
Cost audit report for the financial year 2012-13 on 26.01.2013 (Due
Date: 31.01.2013).
Personnel Relations
Staff and Labour relations during the year at all units of the company
continued to be cordial.
Statutory Information
A statement showing particulars of technology absorption under Section
217(1) (e) of the Companies Act, 1956 and a report on corporate
governance are enclosed and form part of this report. Information
pursuant to Section 217(2A) of the Companies Act, 1956, is not
furnished, as there are no employees covered by the said provisions.
Directors Responsibility Statement u/s. 217 (2AA)
Your Directors confirm that:
in the preparation of the annual accounts, all applicable accounting
standards had been followed along with proper explanation relating to
material departures
we have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company as
at the end of financial year and of the profit or loss of the company
for that period. proper and significant care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
The annual accounts have been prepared on a going concern basis.
Recognition and Reward
Your Directors are glad to inform that during the year the Company has
been recognized as an implementing partner for the BCI project being
implemented in Tamil Nadu. This is in recognition of our contribution
towards BCI. BCI program leads the way for new business development
along with social responsibility and environment safety, which is being
emphasized of late in corporate entities.
Acknowledgement
Your Directors wish to thank the Company''s Bankers, Financial
Institutions, Customers and Suppliers for their unstinted support and
co-operation.
Your Directors wish to place on record their appreciation of the
confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels
for their excellent support and contribution made by them.
By Order of the Board
Coimbatore Vidyaprakash D
27th May, 2013 Executive Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 50th Annual Report
together with the audited statement of accounts for the financial year
ended 31st March 2012.
Financial Results (Rs. in lakhs)
Particulars 31.03.2012 31.03.2011
Revenue from operations 37795 47776
Total Revenue 39243 48378
Earnings before Finance cost, Depreciation & Tax (1264) 5856
Less: Finance cost 3023 2293
Earnings before Depreciation & Tax (4287) 3563
Less: Depreciation & Amortisation 1900 2081
Profit before Tax (6187) 1482
Less: Current & Deferred Tax (2251) (19)
Less: Adjustment for earlier years 355 110
Profit after tax (4292) 1391
Add: Balance brought forward (160) (1551)
Profit available for appropriations
and carry forward (4452) (160)
Dividend
Your Directors have not recommended any dividend for the financial year
2011-12 since the Company has incurred a loss.
Directors
Mr. Sudarsan Varadaraj, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
Mr. C S K Prabhu, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
The particulars of the Directors proposed to be appointed or
re-appointed are given in the Notice of this Annual Report.
Internal Control System
The Company has an effective internal control system that is
commensurate to the size and nature of its business and ensures timely
and accurate financial reporting in accordance with applicable
accounting standards, compliance with applicable laws, management
policies, listing agreements and regulations, optimum utilization,
timely maintenance and safety of assets, and an effective management
information system based on the SAP - ERP system, the efficacy of which
is constantly reviewed and improved to ensure reliability of the
processes. The Internal Auditor appointed by the Board conducts regular
audit of the internal control systems and reports to the Audit
Committee of the Board of Directors, which periodically reviews the
performance and adequacy of internal control systems and tracks
compliance status of Audit observations.
Foreign Exchange earnings
Total Foreign exchange earned and used:
Earned : Rs. 5760.76 Lakhs
Used : Rs. 1037.44 Lakhs
Fixed Deposits
During the year the Company did not accept or renew any Fixed Deposits
and no Fixed Deposits remained unclaimed with the Company as on 31st
March 2012.
Auditors
M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the
ensuing Annual General Meeting and have given their consent for
re-appointment.
Cost Auditors
Pursuant to the provisions of the Section 233B of the Companies Act,
1956, the Board of Directors of your company have re-appointed M/s S.
Mahadevan & Co as Cost Auditors and approved by the Central Government
for the Financial Year 2012-2013.
Personnel Relations
Staff and Labour relations during the year at all units of the company
continued to be cordial.
Statutory Information
A statement showing particulars of technology absorption under Section
217(1) (e) of the Companies Act, 1956 and a report on corporate
governance are enclosed and form part of this report. Information
pursuant to Section 217(2A) of the Companies Act, 1956, is not
furnished as there are no employees covered by the said provisions.
Directors Responsibility Statement u/s. 217 (2AA)
Your Directors confirm that:
- In the preparation of the annual accounts, all applicable
accounting standards had been followed along with proper explanation
relating to material departures;
- We have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at the end of financial year and of the profit or loss
of the company for that period;
- Proper and significant care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
the preventing and detecting fraud and other irregularities;
- The annual accounts have been prepared on a going concern basis.
Acknowledgement
Your Directors wish to thank the Company's Bankers, Financial
Institutions, Customers and Suppliers for their unstinted support and
co-operation.
Your Directors wish to place on record their appreciation of the
confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels
for their excellent support and contribution made by them.
By Order of the Board
Coimbatore Vidyaprakash D
22nd May 2012 Chairman
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting the 49th Annual Report
together with the audited statement of accounts for the financial year
ended 31st March 2011.
Rs. Lakhs
FINANCIAL RESULTS 31.03.2011 31.03.2010
Particulars
Sales 47690 38538
Total Income 49708 36811
Earnings before Interest,
Depreciation & Tax 5740 4334
Less : Interest 2177 2158
Earnings before
Depreciation & Tax 3563 2175
Less : Depreciation 2081 2352
Profit before tax 1482 (177)
Less : Provision for taxation 2 2
Less : Deferred tax (21) (305)
Profit after tax 1501 126
Less : Prior year expenses - 1
Less : Taxes relating to
earlier Years 110 93
Net Profit / (Loss) 1391 32
Add : Balance brought forward (1551) (1582)
Profit available for Appropriations (160) (1551)
Appropriations
Balance carried forward (160) (1551)
Dividend
Your Directors have not recommended any dividend for the financial year
2010-11 as the Company has a carry forward loss of Rs.160 Lakhs.
Directors
Mr. D Sarath Chandran, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-
appointment.
Mr. B Vijayakumar, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re- appointment.
The particulars of the Directors proposed to be appointed or re-
appointed are given in the Notice of this Annual Report. Mr. K R
Seethapathy, Executive Director, resigned from the Board with effect
from 4th November 2010. The Board wishes to place on record its sincere
appreciation for the valuable services ren- dered by Mr. K R
Seethapathy during his tenure as Director of the Company.
Internal Control System
The Company has an effective Internal control system that is
commensurate to the size and nature of its business and ensures timely
and accurate financial reporting in accordance with applicable
accounting standards; compliance with applicable laws, management
policies, listing agreements and regulations; optimum utilization,
timely maintenance and safety of assets, and an effective management
information system based on the SAP - ERP system, the efficacy of which
is constantly reviewed and improved to ensure reliability of the
processes. The Internal Auditor appointed by the Board conducts regular
audit of the internal control systems and reports to the Audit
Committee of the Board of Directors, which periodically reviews the
performance and adequacy of internal control systems and tracks
compliance status of Audit observations.
Recognition and Reward
Your Directors are glad to inform that Super - B unit of the company
has received "Silver" Award - 2010 from "Innovative Quality Circle" in
International level competition from "International Convention On
Quality Concepts".
Foreign Exchange earnings
Total Foreign exchange earned and used:
Earned : Rs. 8946 Lakhs
Used : Rs. 1330 Lakhs
Fixed Deposits
During the year the Company did not accept or renew any Fixed Deposits
and no Fixed Deposits remained unclaimed with the Company as on 31st
March 2011.
Auditors
M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the
ensuing Annual General Meeting and have given their consent for
re-appointment.
Personnel Relations
Staff and Labour relations during the year at all units of the company
continued to be cordial.
Statutory information
A statement showing particulars of technology absorption under Section
217(1) (e) of the Companies Act, 1956 and a report on corporate
governance are enclosed and form part of this report. As regards,
information pursuant to Section 217(2A) of the Companies Act, 1956,
there are no employees covered by the said provisions.
Directors Responsibility Statement u/s. 217 (2AA)
Your Directors have taken necessary steps to ensure that :
i. All applicable accounting standards have been followed in the
preparation of annual accounts.
ii. All the necessary accounting policies have been adhered to and all
necessary adjustments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company
as at the end of financial year and of the profit of the company for
the period.
iii Proper and significant care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
the preventing and detecting fraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
Acknowledgement
Your Directors wish to thank the Company's Bankers, Financial
Institutions, Customers and Suppliers for their unstinted support and
co-operation.
Your Directors wish to place on record their appreciation of the
confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels
for their excellent support and contribution made by them.
For and on behalf of the Board
Vidyaprakash D
Chairman
Coimbatore
26th May, 2011
Mar 31, 2010
The Directors present the 48th Annual report together with the audited
statement of accounts for the financial year ended 31st March 2010.
Rs. Lakhs
FINANCIAL RESULTS 31.03.2010 31.03.2009
Sales 38538 36645
Total Income 36811 36749
Earnings before Interest,
Depreciation & Tax 4334 1771
Less : Interest 2158 2810
Earnings before
Depreciation & Tax 2175 (1039)
Less : Depreciation 2352 2607
Profit before tax (177) (3646)
Less : Provision for taxation 2 2
Less : Deferred tax (305) (1013)
Less : Fringe benefit tax à 22
Profit after tax 126 (2656)
Less : Prior year expenses 1 8
Less : Taxes relating to
earlier Years 93 78
Net Profit / (Loss) 32 (2742)
Appropriations
Proposed Dividend à Ã
Tax on Dividend à Ã
General à Ã
Balance carried froward (1551) (1582)
Dividend
Your Directors have not recommended any dividend for the financial year
2009-10 due to inadequacy of profits.
MANAGEMENT DISCUSSION AND ANALYSIS Industry Conditions and Review of
Operations
The Indian textile and clothing industry witnessed noticeable
improvement in fortunes during the course of the year on sustained
demand for cotton yarn and fabric. The severity of the slowdown in the
global economy was largely mitigated by the timely actions of
Governments and Central Banks across the world. In India supportive
policy measures yielded positive results and the apprehensions of a
protracted global recession, which was at a peak when the year began,
gradually gave way to renewed optimism.
Cotton production during the year was maintained at the previous years
levels but higher exports of cotton caused an increase in domestic
prices and the impact of the same was felt on the results of your
company also. Interest cost, issues relating to non-availability of
quality manpower and power shortage continued to adversely affect the
companys operations, causing erosion in margins.
During the year under review your company was able to effect a
turnaround in performance through dedicated efforts aimed at improving
operational efficiency, quality enhancement, focus on optimal
productmix and effective cost saving practices, all of which resulted
in improved sales and return to profitability. The remunerative prices
and good demand for yarn for the most part of the year helped the
company overcome the escalation in cost
of raw material to a certain extent. Although the domestic demand was
good, exports are yet to reach the levels attained before the global
economic crisis. The domestic consumption driven growth in India is a
positive development holding much promise for the future of the Indian
economy and industry.
Company outlook
The demand for cotton yarn and fabric is expected to be robust in the
forthcoming year also and your company intends to capitalize on this
opportunity by fully harnessing the operational efficiencies and brand
equity built up over the years. Raw material prices continue to rule at
high levels and measures taken by the government to lower prices of
cotton have yet to achieve the desired result. With a normal monsoon
forecast, the prospects of a good cotton crop in India in the ensuing
season are bright and anticipated production increases in other cotton
producing countries offers hope for some moderation in cotton prices.
In the ensuing year, the Company expects to benefit from the
restructuring of operations initiated in the past. The future prospects
of the Company are encouraging in view of the sustained demand for yarn
and fabric. The improvement in economic conditions in India, increasing
domestic consumption and the revival in exports to the major developed
economies offer further encouragement.
Opportunities, Risks and Concerns
The strength and resilience of the Indian economy during the economic
slowdown and the subsequent recovery holds out great promise for
sustained future growth. Increase in domestic per capita consumption of
clothing, on account of higher disposable income, is positive for the
prospects of the textile sector as a whole. Cost saving and efficient
operational practices instituted during the recessionary phase shall
continue to positively impact growth and profits in future. Power
shortage and non-availability of labour are major concerns, which could
lead to escalation in cost of production. The removal of export
benefits for cotton yarn by the government along with a further
strengthening of the Indian rupee against other major currencies could
adversely impact the competitiveness of textile exports.
Subsidiary
During the year, the Company, with a view to nurture profitable
business segments outside the traditional area of Textiles, invested a
sum of Rs.145 Lakhs to acquire 96.67% of the paid up equity share
capital of M/s Sara Elgi Arteriors Limited, comprised of 14.5 Lakhs
fully paid up equity shares of face value Rs.10 each. Sara Elgi
Arteriors Limited is an unlisted Public Company engaged in the
manufacture of environment friendly PVC doors and windows offering
superior noise protection benefits and greater architectural harmony.
These are in good demand in the construction industry and the company
has high potential for future growth. As a result of this investment,
Sara Elgi Arteriors Limited has become a non-material unlisted Indian
subsidiary of the Company in terms of the Companies Act,1956 and the
Listing Agreement.
The Statement as required under Section 212 of the Companies Act, 1956,
in respect of the Subsidiary of the Company is annexed and forms an
integral part of this Report. The Audited Balance Sheet, Profit and
Loss Account and other documents in respect of the subsidiary as at
March 31, 2010 have been attached to the Balance sheet of the Company.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiary
prepared in accordance with the Accounting Standard (AS - 21)
prescribed by the Institute of Chartered Accountants of India are
attached and form part of the Annual Report and Accounts.
Directors
Mr Sudarsan Varadaraj, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
Mr Vijay Venkataswamy, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
The particulars of the Directors proposed to be appointed or
re-appointed are given in the Corporate Governance Report of this
Annual Report.
Internal Control System
The Company has an effective Internal control system that is
commensurate to the size and nature of its business and ensures timely
and accurate financial reporting in accordance with applicable
accounting standards; compliance with applicable laws, management
policies, listing agreements and regulations; optimum utilization,
timely maintenance and safety of assets, and an effective management
information system based on the SAP - ERP system, the efficacy of which
is constantly reviewed and improved to ensure reliability of the
processes. The Internal Auditor appointed by the Board conducts regular
audit of the internal control systems and reports to the Audit
Committee of the Board of Directors, which periodically reviews the
performance and adequacy of internal control systems and tracks
compliance status of Audit observations.
Recognition and Reward
Your Directors are glad to inform that Super B unit of the company has
received Excellence Award-2009 from Innovative Quality Circle National
level competition and Excellence Award-2009 from State level Quality
Circle competition.
Foreign Exchange earnings
Total Foreign exchange earned and used :
Earned : Rs.10365.88 Lakhs
Used : Rs. 1916.62 Lakhs
Fixed Deposits
During the year the Company did not accept or renew any Fixed Deposits
and no Fixed Deposits remained unclaimed with the Company as on 31st
March 2010.
Auditors
M/s. Reddy, Goud & Janardhan, the auditors of the Company retire at the
ensuing Annual General Meeting and have given their consent for
re-appointment.
Personnel Relations
Staff and Labour relations during the year at all units of the company
continued to be cordial.
Statutory Information
A statement showing particulars of technology absorption under Section
217(1) (e) of the Companies Act, 1956 and a report on corporate
governance are enclosed and form part of this report. As regards,
information pursuant to Section 217(2A) of the Companies Act,1956,
there are no employees covered by the said provisions.
Directors Responsibility Statement u/s. 217 (2AA)
Your Directors have taken necessary steps to ensure that :
i. All applicable accounting standards have been followed in the
preparation of annual accounts.
ii. All the necessary accounting policies have been adhered to and all
necessary adjustments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company
as at the end of financial year and of the profit of the company for
the period.
iii. Proper and significant care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
Acknowledgement
Your Directors wish to thank the Companys Bankers, Financial
Institutions, Customers and Suppliers for their unstinted support and
co-operation.
Your Directors wish to place on record their appreciation of the
confidence reposed by the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels
for their excellent support and contribution made by them.
For and on behalf of the Board
Coimbatore Vidyaprakash D
29th May, 2010 Chairman
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