Mar 31, 2016
directorsâ report to share holders
Dear Shareholders,
The Directors are pleased to present the Forty First Annual Report and the Companyâs audited financial statements for the financial year ended 31st March 2016.
financial results
The Companyâs financial performance for the year ended March 31, 2016 is summarized below:
(Rs, In Lakhs)
Particulars |
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
Sales Turnover |
7,812.03 |
10,945.22 |
Profit before Depreciation and taxes |
-98.27 |
-524.76 |
Depreciation |
-466.78 |
-992.42 |
Exceptional Items/ expenses profit(loss) before taxes |
79.87 |
1,497.77 |
Net Profit |
-485.18 |
-19.41 |
Balance brought forward from Profit and Loss account |
-78.72 |
972.16 |
Amount available for appropriation |
-563.90 |
952.75 |
Balance in the Profit & Loss A/c of the subsidiary taken on merger |
- |
844.48 |
WDV of assets not having useful life as at 01-04-2014 transferred as per Sch. II of Companies Act, 2013. |
â |
389.77 |
appropriations/adjustments |
||
Provision for Taxes - Current Tax |
- |
- |
- Deferred Tax |
-90.45 |
-202.70 |
Prior year Taxes |
â |
-0.08 |
Balance carried forward to Profit and Loss account |
-473.45 |
-78.72 |
Total |
-563.90 |
952.75 |
profits/ dividends
The workings during the year 2015-16 have resulted in a net loss of Rs.394.73 Lakhs as against a net profit of Rs.183.37 Lakhs in the previous year. No dividend is recommended in view of the loss in the year and the need to conserve funds for reducing borrowings.
operations
Consequent to the sale of Automatic Cone Winder business in the previous year, the Two for One Twister is the main product in the textile machinery division. The development of new models with energy saving features has resulted in improvement in the inflow of orders from the middle of the year. However, due to constraints in production the company could not increase the sales turnover. The company has taken steps to remove the constraints and the productivity is expected to improve in the current financial year 2016-17.
Unlike the previous year, the export market for cotton yarn has not been encouraging resulting in reduced export of yarn. In view of the declining yarn price in the domestic market coupled with high cotton price and the frequent power shedding, the yarn production was curtailed. The focus is on marketing value added yarn such as twisted yarn and knitted fabric.
The sales turnover during the year under review is Rs.7812 lakhs as against Rs.10945 lakhs in the previous year. The exceptional items represent the income on account of sale of capital assets relating to automatic cone winders (Rs, 155 lakhs) and VRS expenditure for workers of the spinning unit (Rs.76 lakhs).
finance
There has not been any additional borrowings / limits availed during the year. The company has represented to the banks to reduce the fund based working capital limits from Rs.3150 lakhs to Rs.2050 lakhs. The repayment of the Term loans is made as per schedule and the outstanding has come down to Rs.284 lakhs. All interest payments due have been paid in time without delay. The unsecured loans provided by the promoters to reduce the finance cost and to keep a comfortable liquidity position has been retained by the Company and no interest has been paid on these loans.
r&d / technology and awards
The focus of the Company is on product development to improve productivity and energy conservation. The Companyâs R & D efforts resulted in the development of two new models, one with a servo drive system and another with a new spindle assembly for power saving.
industrial relations
The relationship with the workmen has been cordial in all the units of the Company.
fixed deposits
The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2016. The Company has an amount of Rs.966.00 lakhs as unsecured loans from Directors.
directorate
Smt Arthi Anand, Director will retire by rotation at the ensuing Annual General meeting and being eligible she offers herself for re appointment. Sri Rajiv A. Naidu was appointed as alternate Director and Sri K. Narendra was appointed as additional Director during the year.
information status of the company
Information on the performance of the company is given in the Management Discussion and Analysis report which forms a part of the annual report and has been prepared in accordance with Reg.34(2) of the Listing Regulations.
information pursuant to section 134 of the companies act, 2013
The information pursuant to provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with provisions of Section 134 of the Companies Act, 2013 are furnished in Corporate Governance Report under the title âDetails of Remuneration for the Year 2015-16â.
particulars of employees
There are no employees within the meaning of sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 who are paid remuneration in excess of the amounts prescribed.
Other particulars relating to employees are furnished in the Report on Corporate Governance.
directorsâ responsibility statement
Your Directors hereby state that:
- in preparation of annual accounts for the financial year ended March 31, 2016, the applicable Accounting standards have been followed along with proper explanation relating to material departures.
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March 2016.
- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
- the Directors have prepared the annual accounts for the Financial year ending March 31, 2016 on a going concern basis.
- the Directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and are operating effectively.
- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MANAGEMENTâS Discussion AND ANALYSIS Report
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Reg.34(2) of the Listing Regulations, is presented separately forming part of the Annual Report.
corporate governance
The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company in this respect is attached as part of the Annual Report.
contracts and arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.
The prescribed Form AOC-2 in this respect is attached as Annexure I.
Your Directors draw attention of the members to note No.6 to the financial statement which sets out related party disclosures.
corporate social responsibility
Not applicable to the Company under the relevant provisions of the Companies Act, 2013.
risk management
The Companyâs Risk Management Policy, approved by the Board is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5)) is not applicable to the Company.
INTERNAL FINANCIAL controls
The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness.
directors and key managerial personnel
The profile of Directors proposed to be reappointed is attached separately.
Disclosures:
Audit committee
The Audit Committee comprises Independent Directors Sri N.M. Anandapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director Sri D. Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Companyâs website. Meetings of the Board
Four meetings of the Board of Directors were held during the year. For more details, please refer report on Corporate Governance.
Policy on Directorâs appointment and Remuneration
The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company formulated in compliance with section 178 of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and independent directors and other matters provided under sub-section (3) of Section 178 of the Act. The Nomination and Remuneration Policy is available on the Company website www.veejaylakshmi.com.
Declaration by Independent Directors
The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules.
Disclosure under the sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013
As per the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2015-16.
particulars of Loans given, investments Made, securities provided and guarantees given
Particulars of loans given, investments made, securities provided and guarantees given, covered under the provisions of section 186 of the Companies Act, 2013 are contained in the Financial Statements annexed.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-2 to this report.
other particulars as per Rule 8(5) of Companies (Accounts) Rules, 2014
Sl. No. |
Particulars |
Related disclosures |
1. |
The change in the nature of business |
The business of the Company is manufacture of cotton yarn, knitted fabric and Two for One Twisting Machine. There was no change in the business of the Company. |
2. |
The details of directors or key managerial personnel who were appointed or have resigned during the year |
Sri K. Narendra has been appointed as additional Director. Sri Rajiv A. Naidu was appointed as an Alternate Director. Sri S. Vinod Kumar, Company Secretary had resigned and Sri V.K. Swaminathan has been appointed as Company Secretary. |
3. |
The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year |
N A |
4. |
Issue of equity shares with differential rights as to dividend, voting or otherwise. |
No equity shares were issued during the year. |
5. |
Issue of equity shares (sweat equity shares) to the employees of the Company |
No sweat equity issue during the year. |
6. |
Receipt of remuneration or commission by the Managing Director or Whole time Director from any of its subsidiaries |
The Company has no subsidiary. |
7. |
The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future. |
No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the company. |
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure-3 to this report. Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees drawing remuneration in excess of the limits set out and other particulars relative of the remuneration of Key Managerial Personnel are provided in the Corporate Governance Report under the title âDetails of Remuneration for the Year 2015-16.â auditors and auditorsâ report
statutory Auditors
M/s. N.R. Doraiswami & Co., Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.
The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
cost Auditors
M/s. Saktivel & Company have been appointed by the Board of Directors as Cost Auditors for the year.
secretarial Auditor
The Board has appointed Sri K. Muthusamy, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2015-16.
Acknowledgement
The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.
For and on behalf of the Board
Coimbatore (sd/-)
V.J. Jayaraman
May 19, 2016 Chairman and Managing Director
Mar 31, 2015
Dear Shareholders,
The Directors present the Fortieth Annual Report and the Company's
audited financial statements for the financial year ended 31st March
2015.
FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2015
is summarized below:
(Rs. in Lakhs)
Year ended Year Ended
Particulars 31.03.2015 31.03.2014
Sales Turnover 10,945.22 7,021.52
Profit before Depreciation, taxes and
exceptional items -524.76 501.89
Depreciation -992.42 452.86
Exceptional Items/ expenses Profit(loss)
before taxes 1,497.77 -
Net Profit -19.41 49.03
Balance brought forward from Profit and
Loss account 972.16 893.23
Amount available for appropriation 952.75 942.26
Balance in the Profit & Loss A/c of the
subsidiary taken on merger 844.48 -
Depreciation of assets not having useful
life as at 01-04-2014 transferred as per
Sch. II of Companies Act, 2013. (Net of
Deferred Tax) 389.77 -
APPROPRIATIONS/ADJUSTMENTS
Provision for Taxes - Current Tax - 0.37
- Deferred Tax -202.70 -26.54
Prior year Taxes -0.08 -3.73
Provision for Dividends - -
Dividend Distribution Tax - -
Transfer to General Reserves - -
Balance carried forward to Profit and
Loss account -78.72 972.16
Total 952.75 942.26
PROFITS/ DIVIDENDS
The workings during the year 2014-15 have resulted in a net loss of
Rs.19.41 Lakhs as against a net Profit of Rs. 49.03 Lakhs in the
previous year. No dividend is recommended in view of the loss in the
year and the need to conserve funds for reducing borrowings.
AMALGAMATION OF SUBSIDIARY COMPANY
Veejay Lakshmi Textiles Limited, the erstwhile wholly owned Subsidiary
of the company has been merged with the Company by amalgamation from
1.4.2014 and the same has been approved by the Hon'ble High Court,
Madras by its order dated 10/07/2015. Accordingly the audited accounts
of the Company for the financial year 2014-15 covers both the
operations of the engineering activities of the Company and the textile
business handled by the subsidiary earlier.
OPERATIONS
There has not been any improvement in the demand for the products of
the company's engineering division and the sales volume of both
products have declined. Considering the fall in demand for the
automatic cone winder and the delay in development of the new model,
the company has decided to discontinue the manufacture of the automatic
cone winders. The technology for the new model of automatic cone winder
under development has been sold by the company.
The export market has not been encouraging for the textile division in
the later part of the year.
The capacity utilization of the textile division could not be at the
optimum level due to the power cut in force through major part of the
year.
The sales of textile machinery and spares during the year under review
is Rs.10,945 Lakhs as against Rs.7,022 Lakhs in the previous year. The
sales in the current year include sales from the subsidiary company
consequent to amalgamation. The income from the wind mill during the
year is Rs.254 lakhs against Rs.136 lakhs in the previous year, mainly
due to inclusion of revenue on amalgamation.
The exceptional income represents the income on account of know-how fee
and also the Profit on sale of part of the assets used for automatic
cone winders.
FINANCE
There has not been any additional borrowings/limits availed during the
year. The repayment of the Term loans is made as per schedule and the
outstanding has come down to Rs.514 lakhs. All interest payments due
have been paid in time without any delay.
R&D/TECHNOLOGY AND AWARDS
The focus of the Company is on product development to improve
productivity and energy conservation. The Company's R&D efforts
resulted in the development of a new model of Two for one Twister with
energy efficient spindles. This has been recognized by the Textile
Machinery Manufacturers' Association(India), in the selection of the
Company for R&D Award for the year 2014-15.
The Textile Division (erstwhile Veejay Lakshmi Textiles Ltd) has also
won an award from Texprocil for its export performance in the year
2013-14.
INDUSTRIAL RELATIONS
The relationship with the workmen has been cordial in all the units of
the Company.
FIXED DE POSITS
The Company has not accepted any deposits from public during the year
and there are no deposits from the public as at 31.3.2015. The Company
has an amount of Rs.970.0 lakhs as unsecured loans from Directors.
DIRECTORATE
Sri D. Ranganathan, Wholetime Director will retire by rotation at the
ensuing Annual General meeting and being eligible he offers himself for
re appointment.
Sri J. Vijayakumar and Sri B.Selvarajan have relinquished their
directorships in the Company during the year.
Smt Arthi Anand, relative of promoter directors has been co-opted as an
additional Director from March 30, 2015.
Sri Rajiv A. Naidu has been appointed as Alternate Director to Sri N.
Athimoolam Naidu from April 2, 2015.
INFORMATION STATUS OF THE COMPANY
Information on the performance of the company is given in the
Management Discussion and Analysis report which forms a part of the
annual report and has been prepared in accordance with clause 49 of the
listing agreement.
INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT , 2013
The information pursuant to provisions of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with provisions
of Section 134 of the Companies Act, 2013 are furnished in Corporate
Governance Report under the title 'Details of Remuneration for the Year
2014-15.'
PARTICULARS OF EMPLOYEES
There are no employees within the meaning of sub rule (2) of rule (5)
of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 who are paid remuneration in excess of the amounts
prescribed.
Other particulars relating to employees are furnished in the Report on
Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby state that:
- in preparation of annual accounts for the financial year ended March
31,2015, the applicable Accounting standards have been followed along
with proper explanation relating to material departures.
- the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the Profit and loss
of the Company for the year ended 31st March 2015.
- the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
- the Directors have prepared the annual accounts for the Financial
year ending March 31, 2015 on a going concern basis.
- the Directors had laid down internal financial controls to be
followed by the company and that such internal controls are adequate
and are operating effectively.
- the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
MANAGEMENT'S DISC USSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement, is presented
separately forming part of the Annual Report.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the Listing
Agreement forms an integral part of this report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on
Corporate Governance.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Listing Agreement, the Business Responsibility
Report describing the initiatives taken by the Company in this respect
is attached as part of the Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and were on arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material.
The prescribed Form AOC-2 in this respect is attached as annexure i.
Your Directors draw attention of the members to note No.7 to the
financial statement which sets out related party disclosures.
CORPORATE SOCIAL RESPONIBILITY
Not applicable to the Company under the relevant provisions of the
Companies Act, 2013.
RISK MANAGEMENT
During the year your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in overseeing and approving the companywide risk management
framework and ensuring that there is an adequate risk management
infrastructure in place commensurate to the size and nature of
business, capable of addressing all the risks. None of the identified
risk elements have any threat on the sustainability of the business.
The Company's Risk Management Policy which has been approved by the
Board is subject to review every year.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls in place with
reference to financial statements. During the year such controls were
reviewed and ensured that it had no material weakness.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The profile of Directors proposed to be reappointed is attached
separately.
DISCLOSURES:
Audit Committee
The Audit Committee comprises Independent Directors Sri N.M.
Ananthapadmanabhan (Chairman) and Sri B. Sriram and Whole-time Director
Sri D.Ranganathan. All the recommendations made by the Audit Committee
were accepted by the Board.
Vigil Mechanism
The Vigil Mechanism of the Company also incorporates whistle blower
policy stipulated under the Listing Agreement. Execution of the
responsibility in terms of the policy has been entrusted to the Audit
Committee. Protected disclosures can be made by a whistle blower
through an e-mail, or dedicated telephone line or a letter to the
Chairman of the Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower may be accessed on the
Company's website.
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For
more details, please refer report on Corporate Governance.
Policy on Director's appointment and Remuneration
The appointment of Directors and fixation of their remuneration is as
per the guidelines laid down in the Nomination and Remuneration Policy
of the Company and the provisions of the Companies Act, 2013 and rules
in this respect under the Act. The policy is disclosed as annexure 2 to
this report.
Declaration by Independent Directors
The independent directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as independent directors under the provisions of the above act and the
relevant rules.
Disclosure under the Sexual Harassment of Women at Workplace
(prevention, prohibition and redressal) act, 2013
As per the Sexual Harassment of Women at Workplace (prevention,
prohibition and redressal) Act, 2013, the Company has constituted a
Complaints Committee within HR department. No complaints were received
by the committee during the year 2014-15.
Particulars of Loans given, Investments Made, Securities provided and
guarantees given
Particulars of loans given, investments made, securities provided and
guarantees given, covered under the provisions of section 186 of the
Companies Act, 2013 are contained under note No.3 of the Financial
Statement.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in annexure-3 to this report.
Extract of annual return
Extract of Annual Return of the Company is annexed herewith as
annexure-4 to this report.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names of employees drawing remuneration in excess of the limits set
out and other particulars relative of the remuneration of Key
Managerial Personnel are provided in the Corporate Governance Report
under the title 'Details of Remuneration for the Year 2014-15.'
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. N.R. Doraiswami & Co., Chartered Accountants, statutory auditors
of the Company, hold office till the conclusion of the ensuing Annual
General Meeting of the Company and are eligible for reappointment. They
have confirmed their eligibility to the effect that their reappointment
if made, would be within the prescribed limits under the Act and that
they are not disqualified for reappointment.
The Auditors' Report does not contain any qualification, reservation or
adverse remark.
Cost Auditors
The Cost Records of the Company are not liable for cost audit for the
year 2014-15 as per the Cost Audit Rules applicable for that period.
Secretarial Auditor
The Board has appointed M/s. J Macs Associates P. Ltd, Practicing
Company Secretaries to conduct Secretarial Audit for the Financial Year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith. The Secretarial Audit Report does
not contain any qualifcation, reservation or adverse remark.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record their sincere
appreciation to the customers, suppliers, business partners and group
companies and shareholders for their support. The Directors would like
to thank the Bankers and financial Institutions as well. The Directors
would take this opportunity to express their appreciation for their
dedicated efforts of the employees and their contribution which is
deeply acknowledged.
For and on behalf of the Board
Coimbatore (Sd/-) V.J. Jayaraman
August 10, 2015 Chairman and Managing Director
Mar 31, 2014
Dear members,
The Directors present their report and accounts of the Company for the
financial year ended 31st March, 2014.
FINANCIAL RESULTS
Particulars Year Ended Year Ended
31.03.2014 31.03.2013
(Rs.In Lakhs) (Rs.In Lakhs)
Sales Turnover 7021.52 6519.30
Profit before Depreciation, 501.89 556.45
taxes and exceptional items
Depreciation 452.86 498.57
Exceptional Items - 475.37
Net Profit 49.03 (417.49)
Balance brought forward from 893.23 1181.20
statement of Profit and Loss Account
Amount available for appropriation 942.26 763.71
APPROPRIATIONS / ADJUSTMENTS
Provision for Taxes - Current tax 0.37 0.00
- Deferred Tax (26.54) (129.68)
Prior year Taxes (3.73) 0.16
Provision for Dividends 0.00 0.00
Dividend Distribution Tax 0.00 0.00
Transfer to Generation Reserves 0.00 0.00
Balance carried forward to 972.16 893.23
statement of Profit and Loss Account
Total 942.26 763.71
PROFITS/ DIVIDENDS
The workings during the year 2013-14 have resulted in a net profit
(before tax) of Rs. 49 Lakhs as against a net loss (before tax) of Rs.
417 Lakhs in the previous year. As the operating profit is less and
since funds are required to reduce the borrowings no dividend is
proposed.
OPERATIONS
There has not been any increase in the demand for the products of the
company and hence there is only a marginal increase in the sales
turnover. The sales of textile machinery and spares during the year
under review is Rs. 6,745 Lakhs as against Rs. 6262 Lakhs in the
previous year. The income from the wind mill is lower during the year
at Rs. 136 lakhs against Rs. 173 Lakhs in the previous year, mainly due
to evacuation problems.
SUBSIDIARY COMPANY
Veejay Lakshmi Textiles Limited is the wholly owned Subsidiary of the
company. The Audited accounts of the subsidiary company have been
consolidated with the company as on March 31, 2014.
FINANCE
There has not been any additional borrowings / limits availed during
the year and the working capital limits have been reduced- fund based
from Rs. 2,000 Lakhs to Rs. 1,650 Lakhs and non fund based from Rs.
2,000 Lakhs to Rs. 1,870 Lakhs. The repayment of the Term loan from
Technology Development Board is made as per schedule and the
outstanding has come down to Rs. 334 Lakhs. All interest payments due
have been paid in time without any delay.
R& D / TECHNOLOGY
The focus is on developing new models and new products. The new model
of Automatic Cone Winder is still under development and the company
also has been making efforts to get the latest technology for the
Automatic Cone Winding machines to compete with other manufacturers who
have made substantial improvement in technology/design of their
products. The company is yet to find a suitable source for the
technology.
INDUSTRIAL RELATIONS
The relationship with the workmen has been cordial in all the units of
the Company.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year and there are no deposits from the public as at 31.3.2014. The
Company has an amount of Rs. 133 Lakhs as unsecured loans from
Directors.
DIRECTORATE Independent Directors :
The Company has four Independent Directors appointed under the
provisions of the Companies Act 1956, subject to retire by rotation. As
per the provisions of the Companies Act, 2013, Independent Directors
are not liable to retire by rotation and they can be appointed for a
term of five years. It is proposed to appoint the existing Independent
Directors to hold office for a period of five years.
Directors retiring by rotation : Mr. D. Ranganathan is liable to retire
by rotation and is eligible for re-appointment.
The profile of the Directors to be appointed/reappointed in the ensuing
Annual General Meeting has been given in the notice convening in the
annual general meeting.
AUDITORS
M/s. N.R. Doraiswami & Co, Chartered Accountant, Coimbatore, The
Statutory Auditors of the Company, retire at the ensuing Annual General
meeting and are eligible for re-appointment.
The Company has received a letter from said audit firm, stating that
the appointment, if made, will be within the limit prescribed under
Section 139 of the Companies Act, 2013.
Information on the performance of the company is given in the
Management Discussion and analysis report which forms a part of the
annual report and has been prepared in accordance with clause 49 of the
listing agreement.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with the Certificate issued by statutory auditors
of the company regarding the compliance of the conditions of corporate
governance forms a part of this report.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
The information pursuant to provisions of Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of the
Particulars in the Report of the Board of Directors) Rules, 1988 are
given in the Annexure to this report .
PARTICULARS OF EMPLOYEES
There are no employees within the meaning of sub section (2A) of
section 217 who are paid remuneration in excess of the amounts
prescribed.
DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated under Section 217(2AA) of the Companies Act, 1956. The
Directors hereby state that :
i. That in preparation of annual accounts for the financial year ended
March 31, 2014, the applicable Accounting standards have been followed
along with proper explanation relating to material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable 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 also of statement
of Profit and Loss Account of the Company for the year ended 31st
March, 2014.
iii. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That your Directors have prepared the annual accounts for the
Financial year ending March 31, 2014 on a going concern basis.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record their sincere
appreciation to the customers, suppliers, business partners and group
companies and shareholders for their support. The Directors would like
to thank the Bankers and financial Institutions as well. The Directors
would take this opportunity to express their appreciation for the
dedicated efforts of the employees and their contribution which is
deeply acknowledged.
For and on behalf of the Board of Directors
(Sd/-) V.J. JAYARAMAN
Chairman cum Managing Director
Coimbatore
26th May, 2014
Mar 31, 2013
The Directors present their report and accounts of the Company for the
fnancial year ended 31st March 2013.
FINANCIAL RESULTS
Particulars Year ended Year ended
31.03.2013 31.03.2012
Rs. in Lakhs Rs. in Lakhs
Sales Turnover 6,519.30 5,863.61
Proft before Depreciation,
taxes and exceptional items 556.45 575.39
Depreciation 498.57 515.61
Exceptional Items 475.37
Net Proft (417.49) 59.78
Balance brought forward from Statement
of Proft and 1,181.20 1,176.76
Loss
Amount available for appropriation 763.71 1,236.54
APPROPRIATIONS / ADJUSTMENTS
Provision for Taxes - Current Year 59.00
- Deferred Tax (129.68) 11.59
Prior year Taxes 0.16 7.93
Provision for Dividends
Dividend Distribution Tax
Transfer to Generation Reserves
Balance carried forward to
Statement of Profit and 893.23 1,181.20
Loss
Total 763.71 1,236.54
PROFITS/DIVIDENDS
The workings during the year 2012-13 has resulted in a loss (before
tax) of Rs.417 Lakhs as against a proft (before tax) of Rs.60 Lakhs in
the previous year. The loss is due to outfow of funds on account of a
voluntary retirement scheme offered to workers. As there are no profts
for the year, the Directors are not recommending any dividend for the
year.
OPERATIONS
The recessionary trend prevailed in the previous year continued in the
current year also and hence the capacity could not be fully utilized.
The sales turnover from sale of textile machinery and spares during the
year under review is Rs. 6,262 Lakhs as against Rs. 5,634 Lakhs in the
previous year. The income from the wind mill is higher due to higher
generation and increase in the rates.
SUBSIDIARY COMPANY
Veejay Lakshmi Textiles Limited is the wholly owned subsidiary of the
company. The Audited accounts of the subsidiary company have been
consolidated with the company as on March 31, 2013.
FINANCE
There has not been any additional borrowings/limits availed during the
year and the working capital limits have been renewed at the existing
levels. The balance of loans from Technology Development Board
outstanding as on 31.3.13 is Rs.501 Lakhs. All interest payments due
have been paid in time without any delay.
R&D
The focus is on developing new models and new products.
INDUSTRIAL RELATIONS
The relationship with the workmen has been cordial in all the units of
the Company and a VRS scheme was offered for part of the work force who
opted for retirement. The work force has been strengthened by inducting
additional work force in place of retired workers.
FIXED DEPOSITS
The Company has not accepted any deposits from public within the
meaning of section 58A of the Act for the year ended March 31, 2013.
The Company has an amount of Rs.133 lakhs as unsecured loans from
Directors. There are no overdue/unclaimed deposits as at 31.3.2013.
DIRECTORATE
Sri. J. Vijayakumar, Sri. N. Ananthapadamanabhan and Sri. B. Sriram are
Directors retiring by rotation at the ensuing Annual General Meeting
and being eligible they offer themselves for re-appointment.
The profle of the Directors to be reappointed in the ensuing Annual
General Meeting have been given in the notice convening in the Annual
General Meeting.
AUDITORS
M/s. N.R. Doraiswami & Co, Chartered Accountants, Coimbatore, the
Statutory Auditors of the Company, retire at the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received a letter from said audit frm, stating that the
appointment, if made, will be within the limit prescribed under section
224(1B) of the Act.
COST AUDITOR
The Board of Directors have appointed M/s. S. Mahadevan & Co.,
Practising Cost Accountants, Coimbatore as a Cost Auditor for carrying
out cost audit of the company.
The Company has received a letter from said cost audit frm, stating
that the appointment, if made, will be within the limit prescribed
under section 224(1B) of the Act.
Information on the performance of the company is given in the
Management Discussion and analysis report which forms a part of the
annual report and has been prepared in accordance with clause 49 of the
listing agreement.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with the Certifcate issued by statutory auditors of
the company regarding the compliance of the conditions of corporate
governance forms a part of this report.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
The information pursuant to provisions of Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of the
Particulars in the Report of the Board of Directors) Rules, 1988 are
given in the Annexure to this report.
PARTICULARS OF EMPLOYEES
There are no employees within the meaning of sub section (2A) of
section 217 who are paid remuneration in excess of the amounts
prescribed.
DIRECTOR''S RESPONSIBILITY STATEMENT
As stipulated under section 217(2AA) of the Companies Act, 1956. The
Directors hereby state that:
i. That in preparation of annual accounts for the fnancial year ended
March 31, 2013, the applicable Accounting standards have been followed
along with proper explanation relating to material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable so as to give a true and fair view of the state of affairs
of the Company at the end of the fnancial year and also of Statement of
Proft and Loss of the Company for the year ended March 31, 2013.
iii. That the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provision of the act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. That your Directors have prepared the annual accounts for the
Financial year ending March 31,2013 on a going concern basis.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record their sincere
appreciation to the customers, suppliers, business partners and group
companies and shareholders for their support. The Directors would like
to thank the Bankers and fnancial Institutions as Well. The Directors
would take this opportunity to express their appreciation for their
dedicated efforts of the employees and their contribution which is
deeply acknowledged.
For and on behalf of the Board
Coimbatore (sd/-)
V.J. Jayaraman
30th May, 2013 Chairman cum Managing Director
Mar 31, 2012
The Directors present their report and accounts of the Company for the
year ended 31st March 2012.
FINANCIAL RESULTS
2011-12 2010-11
Rs. in Lakhs Rs. in Lakhs
Sales Turnover 5,863.61 10,048.40
Profit before Depreciation and taxes 575.39 1,293.39
Depreciation 515.61 523.63
Net Profit 59.78 769.76
Balance brought forward from Profit
and Loss account 1,176.76 819.97
Amount available for appropriation 1,236.54 1,589.73
APPROPRIATIONS /ADJUSTMENTS
Provision for Taxes - Current Year 59.00 127.00
- Deferred Tax -11.59 69.95
Prior year Taxes 7.93 104.17
Provision for Dividends - 76.08
Dividend Distribution Tax - 12.34
Transfer to Generation Reserve - 23.43
Balance carried to Balance Sheet 1,181.20 1,176.76
Total 1,236.54 1,589.73
PROFITS/DIVIDENDS
The workings during the year 2011-12 has resulted in a Profit before
tax of Rs.60 Lakhs as against Rs. 770 Lakhs in the previous year. The
fall in the profit is due to fall in the sales turnover. As the profits
are lower no dividend is recommended for the year.
OPERATIONS
There has been a significant drop in the sales turnover due to the
recession in the textile industry. The sales turnover from sale of
textile machinery and spares during the year under review is only Rs.
5,634 Lakhs as against Rs. 9,814 Lakhs in the previous year. The income
from the wind mill is also lower due to low generation and restrictions
on wheeling/banking by the Electricity Board.
SUBSIDIARY COMPANY
The details of the financial position of the subsidiary is given in the
schedule to accounts and the audited consolidated financial statements
including the accounts of the subsidiary company are also attached to
this Annual report.
FINANCE
There has not been any additional borrowings/limits availed during the
year and the working capital limits have been renewed at the existing
levels. The repayment of the Term loan from Technology Development
Board has commenced and the loan outstanding has come down to Rs. 668
lakhs. All interest payments due have been paid in time without any
delay.
R & D
The focus is on developing new models and new products. The new model
of Automatic Cone Winder developed is still under trials in mill
working conditions.
INDUSTRIAL RELATIONS
The relationship with the workmen has been cordial in all the units of
the Company.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public. The
Company has an amount of Rs. 285 lakhs as unsecured loans from
Directors. There are no overdue/unclaimed deposits as at 31.3.2012.
LISTING
The Company's securities are presently listed with the Stock Exchange
at Mumbai.
DEPOSITORIES
The Company has signed agreements with National Securities Depository
Limited and Central Depository Services (India) Limited and the shares
of the Company are now traded in demat form.
DIRECTORATE
Sri. B. Selvarajan, Sri N.Athimoolam Naidu and Sri D. Ranganathan are
Directors retiring by rotation at the ensuing Annual General Meeting
and being eligible they offer themselves for re-appointment. The
profile of the Directors to be appointed/re-appointed in the ensuing
Annual General Meeting is given in the Annexure to this report.
None of the Non-Executive Independent Directors have any pecuniary
relationship with the Company.
AUDITORS
The CompanyÃs Auditors, M/s. N.R. Doraiswami & Co will retire at the
ensuing Annual General Meeting. They are eligible for re-appointment.
INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANY ACTS, 1956
There are no employees within the meaning of sub section (2A) of
section 217 who are paid remuneration in excess of the amounts
prescribed.
OTHER INFORMATION
As required under the listing agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report,
Segmental Reporting and Related Party Disclosures have been made part
of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors wish to state
1. that the appropriate accounting standards have been followed in the
preparation of the annual accounts.
2. that your Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable 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 also of Profit and
Loss Account of the Company for the year ended 31st March 2012.
3. that your Directors have taken proper care for the maintenance of
adequate accounting records for the purpose of safeguarding the assets
of the Company and for preventing fraud and other irregularities.
4. that your Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
We would like to thank all the employees, customers, suppliers,
bankers-State Bank of India, Corporation Bank, Bank of Baroda, Indian
Overseas Bank, the Technology Development Board and all those who have
been associated with us for extending their support to the Company.
By Order of the Board
(sd/-) V.J. Jayaraman
Chairman cum Managing Director
Coimbatore
28th May, 2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their report and accounts
for the year ended 31st March 2011.
FINANCIAL RESULTS
2010-11 2009-10
Rs. Rs.
Sales Turnover 1,00,48,39,731 71,89,47,144
Profit before Depreciation and
taxes 12,93,39,076 7,16,67,233
Depreciation 5,23,62,892 4,59,27,830
Net Profit 7,69,76,184 2,57,39,403
Balance brought forward from
Profit and Loss Account 8,19,96,851 6,45,66,048
Amount available for appropriation 15,89,73,035 9,03,05,451
APPROPRIATIONS / ADJUSTMENTS
Provision for Taxes - Current Year 1,27,00,000 -
- Deferred Tax 69,94,900 83,08,600
Prior year Taxes 1,04,17,105 -
Provision for Dividends 76,07,850 -
Dividend Distribution Tax 12,34,183 -
Transfer to General Reserves 23,43,000 -
Balance carried forward to Profit
and Loss Account 11,76,75,997 8,19,96,851
Total 15,89,73,035 9,03,05,451
PROFITS / DIVIDENDS
The workings during the year 2010-11 has resulted in a Profit before
tax of Rs. 770 Lakhs as against Rs. 257 Lakhs in the previous year. The
increase in profit is due to increase in the sales. As the Company has
made profits, the Board of Directors is recommending a dividend of
Rs.1.50 per share.
OPERATIONS
The increase in sales turnover is mainly due to increase in the sale of
Automatic Cone Winders. The income from the Wind Mills is Rs.141 lakhs
as against Rs.158 lakhs in the previous year. The total revenue from
sales and other income during the year is Rs. 10054 lakhs as against
Rs.7290 lakhs in the previous year.
SUBSIDIARY COMPANY
The details of the financial position of the subsidiary is given in the
schedule to accounts and the audited consolidated financial statements
including the accounts of the subsidiary company are also attached to
this Annual report.
FINANCE
The Technology Development Board has disbursed, during the year, the
second instalment of Rs.200 lakhs out of the term loan of Rs.830 lakhs
sanctioned for financing the project for development of a new
generation of automatic cone winder. The project has been completed and
since there is a reduction in the capital expenditure involved in the
project, the Company has decided not to avail the balance loan amount
of Rs.80 lakhs.
With an increase in the non-fund based limit of Rs.500 lakhs from Bank
of Baroda and an additional fund based limit of Rs.500 lakhs from
Indian Overseas Bank, both the fund based and non fund based limits
have gone up from Rs.1500 lakhs to Rs.2000 lakhs. The increased limits
will be used for the additional working capital requirements of the
Company.
R&D
The focus is on developing new models and new products. A commercial
prototype of the new model of Automatic Cone Winder developed has been
extensively tested and is now working in the textile unit of the
subsidiary.
INDUSTRIAL RELATIONS
The relationship with the workmen has been cordial in ail the units of
the Company.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public. The
Company has an amount of Rs.340 lakhs as unsecured loans from
Directors. There are no overdue/unclaimed deposits as at 31.3.2011.
LISTING
The Company's securities are presently listed with the Stock Exchange
at Mumbai.
DEPOSITORIES
The Company has signed agreements with National Securities Depository
Limited and Central Depository Services (India) Limited and the shares
of the Company are now traded in demat form.
DIRECTORATE
Sri. J. Vijayakumar, Sri N.M. Ananthapadmanabhan and Sri B. Sriram are
Directors retiring by rotation at the ensuing Annual General Meeting
and being eligible they offer themselves for re-appointment. The
profile of the Directors to be appointed/reappointed in the ensuing
Annual General Meeting is given in the Annexure to this report.
The details of remuneration paid to the Directors have been given in
the Schedules forming part of the Accounts for the year-ended
31.3.2011. None of the Non-Executive Independent Directors have any
pecuniary relationship with the Company.
AUDITORS
The Company's Auditors, M/s. N.R. Doraiswami & Co will retire at the
ensuing Annual General Meeting. They are eligible for re-appointment.
INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANIES ACT, 1956
There are no employees within the meaning of sub section (2A) of
section 217 who are paid remuneration in excess of the amounts
prescribed.
OTHER INFORMATION
As required under the listing agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report,
Segmental Reporting and Related Party Disclosures have been made part
of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors wish to state
1. That the appropriate accounting standards have been followed in the
preparation of the annual accounts
2. That your Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable 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 also of Profit and
Loss Account of the Company for the year ended 31st March 2011
3. That your Directors have taken proper care for the maintenance of
adequate accounting records for the purpose of safeguarding the assets
of the Company and for preventing fraud and other irregularities.
4. That your Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
We would like to thank all the employees, customers, suppliers,
bankers-State Bank of India, Corporation Bank, Bank of Baroda, Indian
Overseas Bank, the Technology Development Board and all those who have
been associated with us for extending their support to the Company.
By Order of the Board
(Sd/-) V.J. Jayaraman
Chairman cum Managing Director
Coimbatore
30th May, 2011
Mar 31, 2010
The Directors present their report and accounts for the year ended
31st March 2010.
FINANCIAL RESULTS
2009-10 2008-09
Rs. Rs.
Sales Turnover 71,89,47,144 34,83,25,750
Profit before Depreciation and taxes 7,16,67,233 -8,82,87,330
Depreciation 4,59,27,830 3,92,79,800
Net Profit 2,57,39,403 -12,75,67,130
Balance brought forward from
Profit and Loss Account 6,45,66,048 14,24,82,562
Amount available for appropriation 9,03,05,451 1,49,15,432
APPROPRIATIONS / ADJUSTMENTS
Provision for Taxes - Current Year
- Deferred Tax 83,08,600 (4,87,03,800)
- Fringe Benefit Tax - 5,62,000
Prior year Taxes (15,08,816)
Balance carried forward to Profit
and Loss Account 8,19,96,851 6,45,66,048
Total 9,03,05,451 1,49,15,432
PROFITS / DIVIDENDS
The workings during 2009-10 has resulted in a Profit before tax of
Rs.257 Lakhs as against the loss of Rs.1276 Lakhs in the previous year.
The increase in profit is due to increase in the sales.
OPERATIONS
The sale of both the main products of the Company-Two for one Twisters
and Automatic Cone Winders-has increased during the year contributing
Rs.6095 Lakhs to the sales turnover as against Rs.2749 Lakhs in the
previous year. The company has also started getting regular orders for
the Precision Assembly Winders introduced in the last year. The
Aluminium Die Casting Division is catering mainly to in house
requirements. The income from the Wind Mills is Rs. 158 lakhs as
against Rs.145 lakhs in the previous year. The total revenue from sales
and other income during the year is Rs.7290 lakhs as against Rs.3492
lakhs in the previous year.
SUBSIDIARY COMPANY
The accounts of the wholly owned subsidiary, M/s Veejay Lakshmi
Textiles Limited, form part of this report. The audited consolidated
financial statements including the subsidiary company are also attached
to this Annual report.
FINANCE
The Technology Development Board has disbursed the second installment
of Rs.200 lakhs out of the term loan of Rs.830 sanctioned for financing
the project for development of a new generation of automatic cone
winder. There has been some delay in competing this project and the
remaining amount of the loan is expected to be availed during the
current financial year after completion of the project.
R&D
The focus is on developing new models and new products. The project for
the development of the new model of Automatic Cone Winder is in the
final stages of completion.
INDUSTRIAL RELATIONS
The relationship with the workmen has been cordial in all the units of
the Company.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public. The
Company has an amount of Rs. 221.69 lakhs as unsecured loans from
Directors. There are no overdue/unclaimed deposits as at 31.3.2010.
LISTING
The Companys securities are presently listed with the Stock Exchange
at Mumbai.
DEPOSITORIES
The Company has signed agreements with National Securities Depository
Limited and Central Depository Services (India) Limited and the shares
of the Company are now traded in demat form.
DIRECTORATE
Sri. B. Selvarajan, Sri N. Athimoolam Naidu and Sri D. Ranganathan will
be the Directors retiring by rotation at the ensuing Annual General
Meeting and being eligible they offer themselves for re appointment.
The profile of the Directors to be appointed/reappointed in the ensuing
Annual General Meeting is given in the Annexure to this report.
The details of remuneration paid to the Directors have been given in
Schedule forming part of the Accounts for the year-ended 31.3.2010.
None of the Non-Executive Independent Directors have any pecuniary
relationship with the Company.
AUDITORS
The Companys Auditors, M/s. N.R. Doraiswami & Co will retire at the
ensuing Annual General Meeting. They are eligible for re appointment.
INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANIES ACTS, 1956
There are no employees within the meaning of sub section (2A) of
section 217 who are paid remuneration in excess of the amounts
prescribed.
OTHER INFORMATION
As required under the listing agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report,
Segmental Reporting and Related Party Disclosures have been made part
of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors wish to state
1. that the appropriate accounting standards have been followed in the
preparation of the annual accounts
2. that your Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable 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 also of Profit and
Loss Account of the Company for the year ended 31st March 2010
3. that your Directors have taken proper care for the maintenance of
adequate accounting records for the purpose of safeguarding the assets
of the Company and for preventing fraud and other irregularities.
4. that your Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
We would like to thank all the employees, customers, suppliers,
bankers-State Bank of India , Corporation Bank, Bank of Baroda, the
Technology Development Board and all those who have been associated
with us for extending their support to the Company.
By Order of the Board
Coimbatore (Sd/-) V.J. Jayaraman
30.07.2010 Chairman cum Managing Director
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