Mar 31, 2014
Dear Members,
The directors are pleased to present the 60lh Annual Report and the
Audited Accounts for the financial year ended March 31, 2014.
Financial Results: (Rs. in lakhs)
Particulars 2013 - 14 2012 - 13
Profit before Interest,
Depreciation and Tax
(before extraordinary item) (17,092.52) 6,067.11
Extraordinary item - -
Profit before Interest,
Depreciation and Tax
(after extraordinary item) (17,092.52) 6,067.11
Less: Interest 4,655.08 4,205.54
Depreciation 1,313.63 5,968.71 1,670.64 5,876.18
(23061.23) 190.93
Tax expense:
a) Current tax expense for
current year
b) (Less): MAT credit
(where applicable)
c) Current tax expense
relating to prior years - -
d) Net current tax expense
e) Deferred tax 635.28 635.28 107.91 107.91
Profit / (Loss) for the year (23,696.51) 83.02
Review of Operations
During the year under review, The turnover of the company has reduced
to Rs. 4,593 lakhs from Rs. 17630 lakhs in the corresponding previous
financial year and incurred a loss of Rs. 236.96 lakhs as against
profit of Rs. 83.02 lakhs which is,- mainly due to working capital
shortage and liquidity issue and also due to severe power shortage and
suspension of activity in Tamilnadu. M/s. Indian Overseas Bank as lead
bankers for Term Load lender has initiated SARFAESI proceedings against
the Company for secured debt repayment.
The reason lor losses were mainly due to increase in finance costs
since there were increased rate of interesi and other borrowing costs.
The deteriorating working capital situation, resultant delayed delivery
at higher cost and consequential orders cancellation. The past few
years, inventory accumulated because of exports that reduced
critically. There was volatility in cotton price and due to general
sluggishness of the economy in the Country as well as in the World
over, there was no pick up in demand. Consequently, much progress could
not take place in the performance of the company. However, the
prospects for textile industry looks promising provided a favourable
condition prevails in the Country due to Governments initiatives.
Status of manufacturing:
The units i.e. weaving / processing / madeups units are running on very
low capacity mainly on job works and marginal exports which has been
further aggravated due to frequent power cuts / load shedding, which
forced the company to use alternative mode. The increase in the finance
cost to Term Loan and Working Capital facilities availed from the Banks
is also making hardship to the company.
Future
Your Company is confident that the persistent and committed efforts of
the management to bring in fresh infusion of funds will be successful,
provided that the Lenders show interest and commitment in reviving the
operations of your Company instead of the current hostile and negative
approach that is proving a major cause of concern to investors.
The Management is in close working with the bankers, to arrive at a
beneficial one time settlement.
The management is confident of reviving the business thought prudently
reworking the strategy of high value products to improve business of
value addition and profitability. They have brought in advisors in
business turnaround around the world.
The future of your Company''s performance looks promising as it has
taken effective measures in the production which would help to reduce
cost of production and thereby increase profit margin.
The company could secure good international orders and it has adequate
infrastructure to execute and a good brand in the international as well
as domestic markets soon.
Your company is making all efforts to explore international markets to
expand its customer base and it has progressively entered into
hospitality segment comprising hotels and hospitals both in India and
aboard.
Dividend
In view of operating losses incurred during the year, your Directors do
not recommend payment of any dividend for the financial year 2013-14.
Internal Control System and their adequacy
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection for
the Company''s resources, provision of accurate and speedy financial
reports and compliance with the company''s policies, procedures and
legal obligations. The audit Committee meets periodically with the
Management, Internal Auditors and Statutory Auditors to review the
internal audit and internal control systems.
Subsidiaries
Your company has two subsidiaries viz. Vijayeswari UK Ltd and
Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated
with the accounts of Company in accordance with Accounting Standard
AS-21 on consolidated financial statements and Listing Agreement
prescribed by Securities Exchange Board of India. The Consolidated
accounts duly audited by the statutory auditors form part of the Annual
Report.
Dematerialization
Out of the 181,69,240 shares, 172,67,843 equity shares stands
dematerialized as on 31st March 2014. M/s. Link Intime India Private
Limited, Mumbai, having its branch office at Coimbatore has been
retained as the Registrar and Transfer Agents of the Company for all
shares both in electronic and physical form.
Listing of Shares
The shares of your Company have been listed on BSE Limited, Mumbai and
Madras Stock Exchange Limited, Chennai.
Directors
Sri. Shreenivasa Rao and Sri. Mohan Rao, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
The term of Smt. Jayanthi Ramachandra as Managing Director expired on
September 11, 2013 and is eligible herself for re-appointment and it is
proposed to re-appoint her for a further period of 3 years as the Board
considers that her continued association would be of immense benefit to
the company and it is desirable to continue to avail the services of
Smt. Jayanthi Ramachandra as Managing Director. Necessary resolution
for her re-appointment is included in the Agenda of the Annual General
Meeting.
Independent Directors
In compliance of the provisions of the Companies Act, 2013 and the
Listing Agreement entered into with the Stock Exchanges in which the
Companies shares are listed, Independent Directors are required to be
appointed for a term not exceeding 5 years at a time besides the other
requirements. Accordingly the Board of Directors have proposed to
appoint Sri. J. Balmurugan and Sri. Pattabhi Ramarao, Directors, who
are retiring by rotation at the ensuing Annual General Meeting, as
Independent Directors for a Term of 5 consecutive years, i.e. upto
31.03.2019. Your Directors recommend their appointment.
Details of the proposal for appointment of the above Directors are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 annexed to the Notice of the ensuing Annual General
Meeting.
Fixed Deposits
In terms of the provisions of Sec.58A, the company has not accepted any
deposits from the public during the financial year under review. There
was no refund claim of the Fixed Deposits during the year and the
unclaimed Fixed Deposits as on 31.03.2014 was Rs. 11.27 lakhs.
Auditors
The term of Auditors M/s. Suri & Co., Chartered Accountants,
Coimbatore, expires at the end of the ensuing Annual General Meeting
and they are eligible for re-appointment. The Audit Committee has
recommended their re- appointment. The requisite certificate from
Auditors, pursuant to Section 139(1) of the Companies Act, 2013 has
been received by the Company.
Cost Auditors
The Board of Directors has appointed M/s. P. Mohan Kumar & Co., Cost
Accountants, Coimbatore as Cost Auditors of the Company for the
financial year 2013-14. The Cost Auditing for the said financial year
is under process and the Cost Audit report along with Auditor''s
observations and suggestions, and Annexure shall be filed to the
Central Government before its due date i.e. within 180 days from the
close of the Company''s financial year to which the report relates.
Directors'' Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
do hereby confirm that.
a. in the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures.
b. the Directors had selected suitable accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period.
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities, and
d. the Directors had prepared the Annual Accounts on a going concern
basis.
Conservation of Energy, Technology absorption, Foreign Exchange
Earnings and Outgo:
The particulars required by Section 217 (1)(e) of the Companies Act,
1956 relating, to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, are provided as the annexure to
this report.
Statement of Particulars of Employees:
In terms of Section 217 (2A) of the Companies Act, 1956 read with Rule
1A of Companies (Particulars of Employees) Amendment Rules, 2011, the
Company has no employee drawing salary exceeding Rs. 60 lakhs per annum
or Rs. 5 lakhs per month during the year under review.
Corporate Governance
Your company has complied with Corporate Governance norms as stipulated
under clause 49 of Listing Agreement entered into with Stock Exchanges.
A detailed report on Corporate Governance forms part of this report. A
certificate from statutory Auditors confirming the compliance of
governance is attached to corporate governance report.
Management Discussion and Analysis Report
A review of Textile industry, its opportunities and threats, future,
outlook of the company etc. are covered under the Management
Discussion and Analysis Report, which is attached to this report.
Human Resource Management / Industrial Relations
Your company had always been committed to maintain healthy, cordial and
harmonious industrial relations at all levels. The work environment of
the company is constantly being upgraded. The labor relations continued
to be cordial throughout the year and industrial relations were
excellent and harmonious.
General exemption U/s. 212(8) of the Companies Act, 1956
In pursuance of the General Circular vide No.2/ 2011 dated 08.02.2011,
issued by the Ministry of Corporate Affairs, New Delhi, read with
Section 212(8) of the Companies Act, 1956, the company is exempted from
attaching the Balance Sheet and Profit & Loss Account of the
Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with
the report of Board of Directors and report of Auditors'' thereon, with
the company''s accounts for the year ended 31st March, 2014.
Accordingly, the audited accounts and report of Directors and Auditors
of the said subsidiary companies are not attached to the Balance Sheet
of the Company. However, the accounts of the subsidiaries are
consolidated with the accounts of Company in accordance with Accounting
Standard AS-21 prescribed by the Institute of Chartered Accountants of
India and Listing Agreement prescribed by Securities Exchange Board of
India. The Consolidated accounts duly audited by the statutory
auditors'' forms part of the annual report.
The annual accounts of the subsidiary companies and the related
detailed information shall be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. The annual accounts of the subsidiary companies will be
available at the registered office of the Company and at the respective
subsidiary companies and any shareholders can inspect the same during
the business hours of any working day.
Industrial Relation
The relationship with employees continued to remain cordial throughout
the year under review.
Acknowledgement
Your Directors place on record their appreciation for co-operation and
support extended by shareholders, customers, bankers and all
governmental and statutory agencies. Your Directors also thank the
employees for their valuable contribution during the year and look
forward to their continued support in the years to come.
By the Order of the Board
For VTX Industries Limited
Date : 28.06.2014 A.L. Ramachandra
Place : Coimbatore Chairman & Managing Director
Mar 31, 2013
To The Members,
The directors are pleased to present the 59lh Annual Report and the
Audited Accounts for the financial year ended March 31, 2013.
Financial Results:
(Rs. in lakhs)
Particulars 2012-13 2011-12
Profit before Interest,
Depreciation and Tax
(before extraordinary item) 6,067.11 4,185.21
Extraordinary item - (2,233.81)
Profit before Interest,
Depreciation and Tax
(after extraordinary item) 6,067.11 1,951.40
Less: Interest 4,205.54 3,480.02
Depreciation 1,670.64 5,876.18 1,840.29 5,320.31
190.93 (3,368.91)
Tax expense:
a) Current tax expense
for current year
b) (Less): MAT credit
(where applicable)
c) Current tax expense
relating to prior years - 0.09
d) Net current tax expense
e) Deferred tax 107.91 107.91 (745.92) (745.83)
Profit / (Loss) for
the year 83.02 (2623.08)
Dividend
Considering the fund requirement for future growth of the Company, the
Board of Directors is not in a position to recommend any dividend for
the year 2012-13.
Review of Operations
The turnover of the company during the financial year under review has
slightly reduced to Rs. 17,630 lakhs from Rs. 18,901 lakhs in the
corresponding previous financial year, mainly due to working capital
shortage and liquidity issue. However, the company has posted a net
profit of Rs. 83 lakhs for the financial vear ended 3T'' March, 2013 as
against loss of Rs. 2,623 Lakhs for the corresponding previous year.
During the vear under review, your company has continued to broad base
the existing customer relationships in US and UK markets and these
relationships spread over many long years showcase our ability in
customer satisfaction and reliability. The company expands its export
horizon bv exploring the markets of developing countries like South
Africa, Brazil, Argentina etc. for enlarging its customer base beyond
US and European Union and it could secure good international orders and
enquires from customers, when participated in the International textile
fairs. The Company also emphasizes to create a network of buying
houses, major retail outlets and commission agents and also develops
the brand building exercise both internationally and domestically.
Your Company was unable to run spinning and weaving units in its full
capacity mainly due to frequent power cuts / load shedding, which
forced the company to use alternative mode. Since there was overall
control improvements and cost cutting efficiency, the company was able
to make a marginal profit for the year under review as compared to last
year''s loss. The increase in the finance cost to Term Loan and Working
Capital facilities availed from the Banks is also making hardship to
the company. The proposal for debt-restructuring with the support of
lending banks is under progress and once the process is completed, the
liquidity issues being faced by the company shall get resolved.
Despite the reigning challenges, the textile industry which otherwise
was seen seeking to overcome the depressing blues of reduced demand in
overseas market, is witnessing an incipient turn around in the
financial year 2012-13. The global market situation is seen stabilizing
hence the demand may also be expected to recover and this shall
translate into higher capacity utilization across the textile value
chain leading to achievement of the targets.
Future
The growth and future of Indian textile industry depends upon various
factors such as availability of quality raw-materials at reasonable
price, uninterrupted power supply, low- priced manpower, favourable
Government policies, foreign exchange fluctuation, economic conditions
etc. However, the level of exports in textiles from developing
countries is increasing even if in the presence of high tariffs and
quantitative restrictions by economically developed countries.
The future of your Company''s performance looks promising as it has
taken effective measures in the production which would help to reduce
cost of production and therebv increase profit margin. The company
could secure good international orders and it has adequate
infrastructure to execute the international as well as domestic orders
in time.
Your company is making all efforts to explore new international markets
to expand its customer base and it has progressively entered into
hospitality segment comprising hotels and hospitals both in India and
aboard. The responses and enquires received in various domestic textile
fairs participated by Company from hospital and hospitality customers,
are positive and gives a boost to increase its foothold in the domestic
market and it is expected to make consistent growth of the business in
the coming years.
The proposals announced in the Union budget 2013-14 to address the
issues being faced bv textile industry, such as continuation of
Technology Upgradation Fund Scheme (TUFs) in 12th five year plan
allocating '' 2400 Crores for 2013-14, reduction of customs duty from
7.5% to 5% on imported textile machinery, introduction of schemes for
Integrated Textile Park, Apparel Park and Integrated Processing
Development park, extension of 2% interest subvention scheme on rupee
export credit upto March 31, 2014, introduction of 15% Investment
Allowance to particular manufacturing companies etc. would go a long
way for expanding textile sector and improving the exports. Also, the
government has addressed the slowdown in the textile industry by
proposing a debt restructuring package for textile industry.
Globally, India''s presence as a significant player in the textile
industry has garnered positive feedback as the country is fast gaining
the respect and influence of many countries, worldwide. Currently,
India is the second biggest manufacturer of textiles and garments, next
to China.
Internal Control System and their adequacy
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection for
the Company''s resources, provision of accurate and speedy financial
reports and compliance with the company''s policies, procedures and
legal obligations. The audit Committee meets periodically with the
Management, Internal Auditors and Statutory Auditors to review the
internal audit and internal control systems.
Subsidiaries
Your company has two subsidiaries viz. Vijaveswari UK Ltd and
Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated
with the accounts of Company in accordance with Accounting Standard
AS-21 on consolidated financial statements and Listing Agreement
prescribed by Securities Exchange Board of India. The Consolidated
accounts duly audited by the statutory auditors form part of the Annual
Report.
Dematerialization
Out of the 181,69,240 shares, 172,63,093 equity shares stands
dematerialized as on 31st March 2013. M/s. Link Intime India Private
Limited, Mumbai, having its branch office at Coimbatore has been
retained as the Registrar and Transfer Agents of the Company for all
shares both in electronic and physical form.
Listing of Shares
The shares of your Company have been listed on M/s. Bombay Stock
Exchange Limited, Mumbai and M/s. Madras Stock Exchange Limited,
Chennai.
Directors
The Board of Directors at its meeting held on 13.08.2012 appointed Sri.
SBP. Pattabi Ramarao as new Director, to fill the casual vacancy in the
Board. He is a Post Graduate in Business Administration & Marketing and
has been serving as President of M/s. Australian Foods India Pvt. Ltd.
where he became instrumental to build the famous brand-''Cookie Man''.
Also, he had served in senior management level for other corporate.
Sri. K. Selvaraj who was independent director of the company, vacated
his office effective 13.08.2012, due to personal reasons. He has
immensely contributed for growth of the company and the Board places on
record its appreciation for the valuable services and support rendered
by him during his tenure in the company.
Sri. V. Dharmaraj and Sri. S. Shreenivasa Rao, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Fixed Deposits
In terms of the provisions of Sec.58A, the company has not accepted any
deposits from the public during the financial year under review. There
was no refund claim of the Fixed Deposits during the year and the
unclaimed matured fixed deposits as on 31.03.2013 was Rs. 11.27 Lakhs.
Auditors
The term of Auditors M/s. Suri & Co., Chartered Accountants,
Coimbatore, expires at the end of the ensuing Annual General Meeting
and they are eligible for re-appointment. The Audit Committee has
recommended their re- appointment. The requisite certificate from
Auditors, pursuant to Section 224(1B) of the Companies Act, 1956 has
been received by the Company.
Cost Auditors
The Board of Directors has appointed M/s. P. Mohan Kumar & Co., Cost
Accountants, Coimbatore as Cost Auditors of the Company for the
financial year 2012-13. The Cost Auditing for the said financial year
is under process and the Cost Audit report along with Auditor''s
observations and suggestions, and Annexure shall be filed to the
Central Government before its due date i.e. within 180 days from the
close of the Company''s financial year to which the report relates.
Directors'' Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
do hereby confirm that:
a. in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. the Directors had selected suitable accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities, and
d. the Directors had prepared the Annual Accounts on a going concern
basis.
The particulars required by Section 217 (l)(e) of the Companies Act,
1956 relating, to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, are provided as the annexure to
this report.
In terms of Section 217 (2A) of the Companies Act, 1956 read with Rule
1A of Companies (Particulars of Employees) Amendment Rules, 2011, the
Company has no employee drawing salary exceeding Rs. 60 lakhs per annum
or Rs. 5 lakhs per month during the year under review.
Corporate Governance
Your company has complied with Corporate Governance norms as stipulated
under clause 49 of Listing Agreement entered into with Stock Exchanges.
A detailed report on Corporate Governance forms part of this report. A
certificate from statutory Auditors confirming the compliance of
governance is attached to corporate governance report.
Management Discussion and Analysis Report
A review of Textile industry, its opportunities and threats, future
outlook of the company etc. are covered under the Management Discussion
and Analysis Report, which is attached to this report.
Human Resource Management / Industrial Relations
Your company had always been committed to maintain healthy, cordial and
harmonious industrial relations at all levels. The work environment of
the company is constantly being upgraded. The labor relations continued
to be cordial throughout the year and industrial relations were
excellent and harmonious.
General exemption U/s. 212(8) of the Companies Act, 1956.
In pursuance of the General Circular vide No.2/ 2011 dated 08.02.2011,
issued by the Ministry of Corporate Affairs, New Delhi, read with
Section 212(8) of the Companies Act, 1956, the company is exempted from
attaching the Balance Sheet and Profit & Loss Account of the
Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with
the report of Board of Directors and report of Auditors'' thereon, with
the company''s accounts for the year ended 31st March, 2013.
Accordingly, the Audited accounts and report of Directors and Auditors
of the said subsidiary companies are not attached to the Balance Sheet
of the Company. However, the accounts of the subsidiaries are
consolidated with the accounts of Company in accordance with Accounting
Standard AS-21 prescribed by the Institute of Chartered Accountants of
India and Listing Agreement prescribed by Securities Exchange Board of
India. The Consolidated accounts duly audited by the statutory
auditors'' forms part of the annual report.
The annual accounts of the subsidiary companies and the related
detailed information shall be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. The annual accounts of the subsidiary companies will be
available at the registered office of the Company and at the respective
subsidiary companies and any shareholders can inspect the same during
the business hours of any working day.
Acknowledgement
Your Directors place on record their appreciation for co-operation and
support extended by shareholders, customers, bankers and all
governmental and statutory agencies. Your Directors also thank the
employees for their valuable contribution during the year and look
forward to their continued support in the years to come.
By the Order of the Board
For VTX Industries Limited
Date : 24.05.2013 AL. Ramachandra
Place : Coimbatore Chairman & Managing Director
Mar 31, 2012
The directors have pleasure in presenting the 58th Annual Report and
the Audited Accounts for the financial year ended March 31, 2012.
Financial Results:
(Rs. in lakhs)
Particulars 2011-12 2010-11
Profit before Interest,
Depreciation and Tax
(before extraordinary item) 4185.21 4296.04
Extraordinary item (2,233.81) -
Profit before Interest,
Depreciation and Tax
(after extraordinary item) 1,951.40 4296.04
Less: Interest 3,480.02 2,034.26
Depreciation 1,840.29 5,320.31 1,416.68 3,450.94
(3,368.91) 845.10
Tax expense:
a) Current tax expense for
current year 168.43
b) Less : MAT credit (152.12)
c) Current tax expense
relating to prior years 0.09 16.31
d) Net current tax expense
e) Deferred tax (745.92) (745.83) 114.85 131.16
Profit / (Loss) for the year (2,623.08) 713.94
Add: brought from previous year 587.24 -
Dividend - 109.02
Corporate Tax on dividend - 17.68
Balance carried to Balance Sheet (2,035.84) 587.24
Dividend
Considering the loss incurred during the year under review and the
requirement of funds for future growth of the Company, the Board of
Directors is not in a position to recommend any dividend for the year
2011-12.
Review of Operations
During the financial year under review, the turnover of the company has
increased to Rs. 18900 Lakhs from Rs. 16497 Lakhs in the corresponding
previous financial year, registering a growth rate of 14.56%. The
company has posted a net loss of Rs. 2623.08 Lakhs for the financial year
ended 31st March, 2012, which was mainly incurred on account of sales
of redundant export stocks in the domestic market at discounted price.
Your Company has been catering the international markets for the
made-ups and the final products manufactured for international markets
were never disposed in the domestic market as those products were based
on the specific order and approved design of the customers. The
rejection of the approved design, excess production against the order
etc. were kept in the stocks and the same was not converted to cash
awaiting better realization price. During the year, these stocks were
disposed in the domestic market at price lower than international rate
for bringing the cash flow.
Your Company has taken various cost effective methods resulting in
better economies of production and purchases throughout the financial
year.
Your company has continued to broad base the existing customer
relationships in US and UK markets and these relationships spread over
many long years showcase our ability in customer satisfaction and
reliability. The Company emphasizes to create a network of buying
houses, major retail outlets and commission agents and also develops
the brand building exercise both internationally and domestically. The
Indian economy showed a remarkable resilience in the aftermath of
global economic slowdown in previous years. Your Company could secure
good orders from international as well as domestic markets.
In the external scenario, the textile market witnessed unprecedented
increase in cotton prices which had cascading effect on the entire
supply chain, resulting instability in the price of the final products
of the Company. The cost of production was high due to lower
utilisation, increase in the interest rate of the term loan and working
capital facilities availed from the Banks. Your Company was unable to
run spinning and weaving units in its full capacity due to frequent
power cuts. In order to execute the orders in time, some portion of the
yarn and fabric were outsourced during the year.
During the year under review, the design division of the Company was
hived off by incorporating a new entity viz. M/s. VTX Design Services
Pvt. Ltd. for providing exclusive design services to parent and other
textile companies. This entity shall develop new creative designs &
patterns which meet the latest trends of the customers worldwide.
Mile Stones
Your Company has achieved another milestone by winning the "Five Star
Supplier Award" awarded by Macy's Merchandising Group for 13th
consecutive year, in recognition of its continued outstanding service
to Macy's Merchandising Group. Your Company is the only Company
achieves this mammoth feet in the entire Asian region.
Future
The growth and future of Indian textile industry depends upon various
factors such as availability of raw material at reasonable rate,
uninterrupted power supply, availability of manpower at competitive
cost, foreign exchange fluctuation etc. However, the level of exports
in textiles from developing countries is increasing even if in the
presence of high tariffs and quantitative restrictions by economically
developed countries. The Company has planned to enter into the domestic
market to increase the utilisation of the various multi-location
plants.
The future of your Company's performance looks very promising since the
project expansion programme of the company successfully completed
during last year and with increased production capacity, the company is
in a position to meet its international as well as domestic orders in
time.
Your Company progressively entered into hospitality segment comprising
hotels and hospitals both in India and aboard. The responses and
enquires received in various domestic textile fairs participated by
Company, from hospital and hospitality customers, are positive and
gives a boost to increase its foothold in the domestic market. Your
company enters into new international markets like South Africa,
Brazil, Argentina, Australia, Japan, France etc. and it is expected to
make consistent growth of the business in the coming years.
Internal Control System and their adequacy
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection for
the Company's resources, provision of accurate and speedy financial
reports and compliance with the company's policies, procedures and
legal obligations. The audit Committee meets periodically with the
Management, Internal Auditors and Statutory Auditors to review the
internal audit and internal control systems.
Subsidiaries
Your company has two subsidiaries viz. Vijayeswari UK Ltd and
Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated
with the accounts of Company in accordance with Accounting Standard
AS-21 on consolidated financial statements and Listing Agreement
prescribed by Securities Exchange Board of India. The Consolidated
accounts duly audited by the statutory auditors form part of the Annual
Report.
Dematerialization
Out of the 181,69,240 shares, 172,55,053 equity shares stands
dematerialized as on 31st March, 2012. M/s. Link Intime India Private
Limited, Mumbai, having its branch office at Coimbatore has been
retained as the Registrar and Transfer Agents of the Company for all
shares both in electronic and physical form.
Listing of Shares
The shares of your Company have been listed in M/s. Bombay Stock
Exchange Limited, Mumbai and M/s. Madras Stock Exchange Limited,
Chennai.
Directors
Keeping in mind the changing scenario of the business being done by our
Company and the changes in the Board of Directors of the Company during
the financial year under review, the Board felt the significance to
broad base the Board of Directors of the company by inducting more
Directors with professional skills and expertise in order to bring
diversified proficiency and focused independence to the Board, which
would help to shape the strategies for forthcoming growth of the
Company. Accordingly, the Board of Directors appointed 3 new Directors
to the Board of the Company, a brief profile of them is given under.
New Directors:
The Board of Directors appointed Sri. S. Shreenivasa Rao, Sri. Mohan
Rao and Sri. J. Balamurugan as new Directors of the Company to fill the
causal vacancies in the Board of Directors.
Sri. S. Shreenivasa Rao is a Post Graduate in Indl. Engg. & Management
from NITIE, Mumbai with B. Tech (Elect.) Graduation from 1IT, Delhi.
He is having over 38 years vast industrial experience and had served in
senior management positions for big Groups viz. Forbes Group Co.
(art of TATAs) and TVS, for a period of around 22 years. At
present, he is running own Textile business at Hyderabad.
Sri. Mohan Rao is a B. Tech (Textile Technology) Graduate of IIT Delhi
with 37 years of multifaceted consulting and operational experience. He
had served as President-Group Operations for M/s. Himatsingka Seide
Ltd., Bangalore where he joined as General Manager in 1988, for a
period of 20 years. He had also served as General Manager-Management
Services for M/s. Gherzi Textile Orgnisation, Bangalore, a premier
consulting organization to the textile industry. Presently, he is
engaged as a Management Consultant to the Corporates.
Sri. L. Balamurugan is a Bachelor of Engineering (Electronics &
Communication) from Regional Engineering College, Trichv and has done
Management program for Entrepreneurial Firms ('MPEF') from IIM
Bangalore. He is an Entrepreneur and having managing experience in the
businesses of Cotton Yam Spinning, Sheet Metal products, IT
infrastructure, On-line services and aftermarket automotive
enhancements. He was past Chairman of Confederation of Indian Industry,
Coimbatore Zone.
Outgoing Directors:
During the year under review, Sri. N. Balakrishnan, Sri. Vijay
Raghunath and Sri. Durai Ramaswamy who were Directors of the Company,
vacated their offices of the Directors due to personal and health
reasons. Capt. K.V. Narayanan vacated his office of the Director
effective 10.05.2012 due to health reasons. All these Directors
contributed immensely for the growth of the company and the Board
places on record its appreciation for the valuable services rendered by
them and for the wholehearted support & advice given to the company
during their tenure in the Company.
Directors retire by rotation:
Sri. K. Selvaraj and Sri. Mohan Rao, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
Fixed Deposits
In terms of the provisions of Sec. 58A, the company has not accepted
any deposits from the public during the financial year under review.
There was no refund claim of the Fixed Deposits during the year under
review and the unclaimed Fixed Deposits as on 31.03.2012 was Rs. 11.27
lakhs.
Auditors
The term of Auditors M/s. Suri & Co., Chartered Accountants,
Coimbatore, expires at the end of the ensuing Annual General Meeting
and they are eligible for re-appointment. The Audit Committee has
recommended their re- appointment. The requisite certificate from
Auditors, pursuant to Section 224(1B) of the Companies Act, 1956, has
been received by the Company.
Cost Auditors
The Board of Directors has appointed M/s. P. Mohan Kumar & Co., Cost
Accountants, Coimbatore as Cost Auditors of the Company for the
financial year 2011-12. The Cost Auditing for the said financial year
is under process and the Cost Audit report along with Auditor's
observations and suggestions, and Annexure shall be filed to the
Central Government before its due date i.e. within 180 days from the
close of the Company's financial year to which the report relates.
Directors' Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
do hereby confirm that:
a. in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. the Directors had selected suitable accounting policies and applied
them consistently and made judgment's and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities, and
d. the Directors had prepared the Annual Accounts on a going concern
basis.
The particulars required by Section 217 (l)(e) of the Companies Act,
1956, relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, are provided as the annexure to
this report.
In terms of Section 217 (2A) of the Companies Act, 1956 read with Rule
1A of Companies (Particulars of Employees) Amendment Rules, 2011, the
Company has no employee drawing salary exceeding Rs. 60 lakhs per annum
or Rs. 5 lakhs per month during the year under review.
Corporate Governance
Your company has complied with Corporate Governance norms as stipulated
under clause 49 of Listing Agreement entered into with Stock Exchanges.
A detailed report on Corporate Governance forms part of this report. A
certificate from statutory Auditors confirming the compliance of
governance is attached to corporate governance report.
Management Discussion and Analysis Report
A review of Textile industry, its opportunities and threats, future
outlook of the company etc. are covered under the Management
Discussion and Analysis Report, which is attached to this report.
Human Resource Management / Industrial Relations
Your company had always been committed to maintain healthy, cordial and
harmonious industrial relations at all levels. The work environment of
the company is constantly being upgraded. The labor relations continued
to be cordial throughout the year and industrial relations were
excellent and harmonious.
Exemption U/s. 212(8) of the Companies Act, 1956.
In pursuance of the General Circular vide No.2/2011 dated 08.02.2011,
issued by the Ministry of Corporate Affairs, New Delhi, read with
Section 212(8) of the Companies Act, 1956, your company is exempted
from attaching the Balance Sheet and Profit & Loss Account of the
Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with
the report of Board of Directors and report of Auditors' thereon, with
the company's accounts for the year ended 31st March, 2012.
Accordingly, the Audited accounts and reports of Directors and Auditors
of the said subsidiary companies are not attached to the Balance Sheet
of the Company. However, the accounts of the subsidiaries are
consolidated with the accounts of Company in accordance with Accounting
Standard AS-21 prescribed by the Institute of Chartered Accountants of
India and Listing Agreement prescribed by Securities Exchange Board of
India. The Consolidated accounts duly audited by the statutory
auditors' forms part of the annual report.
The annual accounts of the subsidiary companies and the related
detailed information shall be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. The annual accounts of the subsidiary companies will be
available at the registered office of the Company and at the'
respective subsidiary companies and any shareholders can inspect the
same during the business hours of any working day.
Acknowledgement
Your Directors place on record their appreciation of co-operation and
support extended by shareholders, customers, bankers and all
governmental and statutory agencies. Your Directors also thank the
employees for their valuable contribution during the year and look
forward to their continued support in the years to come.
By the Order of the Board
For VTX Industries Limited
Date : 29.05.2012 A.L. Ramachandra
Place : Coimbatore Chairman & Managing Director
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the 57th Annual Report and
the Audited Accounts for the financial year ended 31st March, 2011.
Financial Results:
(Rs. in lakhs)
Particulars 2010-11 2009-10
Profit before Interest,
Depreciation and Tax 3854.73 2269.61
Less: Interest 1951.69 1255.99
Depreciation 1057.94 547.63
3009.63 1803.62
Profit / (Loss) before Tax 845.10 465.99
Less: Provision for Taxation 131.16 94.78
Less : Provision for
diminution in value of
Investment in WOS - 8.93
Profit/ (Loss) after Tax 713.94 362.28
Add: Brought forward
from previous year - (819.38)
Less: Transfer from General Reserve - 563.04
Amount available for Appropriation 713.94 105.94
Transfer to General Reserve - -
Proposed Dividend @ 6% 109.02 90.85
Corporate Tax on Dividend 17.68 15.09
Balance carried to Balance Sheet 587.24 -
713.94 105.94
Dividend
Your Directors are pleased to recommend a dividend of Rs. 0.60 per
equity share of Rs. 10/- each.
Review of operations
During the financial year under review, the turnover of the Company has
increased to Rs. 164.42 Crores from Rs. 113.26 Crores in the
corresponding previous financial year, registering a growth rate of
45%. The Company has posted a net profit of Rs. 713.94 Lakhs for the
financial year ended 31st March, 2011 as against Rs. 362.28 Lakhs for
the corresponding previous year, registered a growth rate of 97%.
During the year, the Indian economy showed a remarkable resilience in
the aftermath of global economic slowdown in previous years. The
Company could secure good orders from international as well as domestic
markets.
The production during the year was gradually augmented after
successfully completing its project expansion programme and the full
utilization of the enhanced production facility shall be achieved in
the financial year 2011-12, which would support to attain higher
turnover and profitability in the ensuing years. Your Company has taken
various cost effective methods resulting in better economies of
production and purchases throughout the financial year.
The Company has received good response and enquires from the
international trade fairs it attended and it explores and enters into
new markets in South Africa, Australia, South America and a few other
European countries. It is always emphasized to broad base the existing
customer relationships in US and UK markets and also to create a
network of buying houses, major retail outlets and commission agents.
The Company develops the brand building exercise both internationally
and domestically.
Mile Stones
Your Company has achieved yet another milestone by winning the "Five
Star Award" awarded by Macy's Merchandising Group for 12th year in a
row in recognition of its continued outstanding service to Macy's
Merchandising Group. Your Company is the only Company to achieve this
mammoth feet in the entire Asian region.
Future
The future of your Company's performance looks very promising since the
project expansion programme of the Company successfully completed
during the year under review and with increased production capacity,
the Company is in a position to meet its international as well as
domestic orders on time.
The growth and future of Indian textile industry depends upon various
factors such as availability of raw material, low-priced man power,
favorable government policies etc. The revival of major economies like
US and European Union also plays a significant role for the future of
textiles industry.
Your Company progressively enters into hospitality segment comprising
hotels and hospitals both in India and aboard. The response and
enquires received from hospital and hospitality customers, in various
domestic textile fairs participated by Company is positive and gives a
boost to increase its foothold in the domestic market.
Change in Company's Name
Your Company' name was changed from Vijayeswari Textiles Limited to VTX
Industries Limited with effect from 05.01.2011, after obtaining
necessary approval from Registrar of Companies, Coimbatore. The new
name reflects Company's multi-various activities which would cater
various business opportunities and growth in future.
Internal control system and their adequacy
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection for
the Company's resources, provision of accurate and speedy financial
reports and compliance with the Company's policies, procedures and
legal obligations. The audit Committee meets periodically with the
management, internal auditors and statutory auditors to review the
internal audit and internal control systems.
Subsidiaries
Your Company has two subsidiaries viz. Vijayeswari UK Ltd and
Vijayeswari USA LLC. The accounts of the subsidiaries are consolidated
with the accounts of Company in accordance with Accounting Standard
AS-21 on consolidated financial statements and Listing Agreement
prescribed by Securities Exchange Board of India. The Consolidated
accounts duly audited by the statutory auditors form part of the annual
report.
Dematerialization
Out of the 181,69,240 shares, 172,17,703 equity shares stands
dematerialized as on 31st March 2011. M/s. Link Intime India Private
Limited (Formerly known as Intime Spectrum Registry Ltd), Mumbai,
having its branch office at Coimbatore has been retained as the
Registrar and Transfer Agents for all shares both in electronic and
physical form.
Listing of Shares
Your Company is listed on the Bombay Stock Exchange Limited, Mumbai and
the Madras Stock Exchange Limited, Chennai.
Status of Project Expansion Programme
The project expansion programme of the Company has been successfully
completed during the year and the proposed full utilization of all its
installed facilities is expected to yield good results in the coming
years. To part finance the expansion project, the Company during March
2007 had come out with a public Issue of 90,00,000 Equity shares of Rs.
10/- each at price of Rs. 100/- for cash at a premium aggregating to
Rs. 90 crores. Utilization thereof is furnished in the notes on
accounts.
Directors
Sri. K. Rajagopal
With deep regret, we inform the members about sad demise of our beloved
Founder Director and Chairman of the Company Sri. K. Rajagopal, on
16.01.2011.
Sri. K. Rajagopal has been an inspiring leader throughout his life time
and his contribution to the society and the entire textile industry is
truly unforgettable. He was man of principles, an able administrator
and was simple and compassionate. Under his Chairmanship, our Company
has grown leaps and bounds and is one of the best textile companies in
Coimbatore. He was also the Chairman of Southern India Mill Owners
Association ('SIMA') and Indian Cotton Mills Federation ('ICMF') and
was also a Committee Member of the Federation of Indian Chambers of
Commerce and Industry. Sri. K. Rajagopal is credited with bringing
about many revolutionary changes to golf in India and he has served for
five terms as president of the Indian Golf Union ('IGU'), the premier
body of golf in India. The Board of Directors places on record its
appreciation for the valuable services rendered by Sri. K. Rajagopal
and for the wholehearted support & advice given to the Company during
his tenure.
Sri. M. D. Selvaraj who was Independent Director of the Company, has
not opted for reappointment at last Annual General Meeting due to
pre-occupation and vacated the office on 31.07.2010. The Board of
Directors places on record its appreciation for the contributions and
valuable services rendered by Sri. M. D. Selvaraj, during his tenure.
The Board of Directors at the meeting held on 29.10.2010, re-appointed
Smt. Jayanthi Ramachandra as Joint Managing Director of the Company for
a further period of 3 years, subject to the approval of the members at
ensuing Annual General Meeting.
Consequent to the demise of Sri. K Rajagopal, Ex-Chairman & Managing
Director, the Board of Directors at the meeting held on 10.03.2011
unanimously appointed Sri. A. L. Ramachandra, Managing Director, as
Chairman & Managing Director and Smt. Jayanthi Ramachandra, Joint
Managing Director, as Managing Director of the Company, on the same
remuneration and terms & conditions of the existing appointment.
Capt. K.V. Narayanan and Sri. N. Balakrishnan, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Fixed Deposits
In terms of the provisions of Sec.58A, the Company has not accepted any
deposits from the public during the financial year under review. The
unclaimed Fixed Deposits as on 31.03.2011 are Rs. 11.19 lakhs as
against Rs. 12.04 lakhs as on 31.03.2010.
Auditors
M/s. Subbachar & Srinivasan, Auditors of the Company retire at the
ensuing Annual General Meeting and they have not opted for
reappointment. The Board proposes to appoint M/s. Suri & Co., Chartered
Accountants, as statutory Auditors of the Company subject to the
approval of the members at the ensuing Annual General Meeting. The
requisite certificate from Auditors, pursuant to Section 224(1B) of the
Companies Act, 1956, has been received.
The Board of Directors places on record its appreciation for the
valuable services rendered by M/s. Subbachar & Srinivasan, Chartered
Accountants, during their long term association with the Company.
Directors' Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
do hereby confirm that:
a. in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. the Directors had selected suitable accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities, and
d. the Directors had prepared the Annual Accounts on a going concern
basis.
The particulars required by Section 217 (1) (e) of the Companies Act,
1956, relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, are provided as the annexure to
this report.
In terms of Section 217 (2A) of the Companies Act, 1956, read with Rule
1A of Companies (Particulars of Employees) Amendment Rules, 2011, the
Company has no employee drawing salary exceeding Rs. 60 lakhs per annum
or Rs. 5 lakhs per month during the year under review.
Corporate Governance
Your Company has complied with corporate governance norms as stipulated
under clause 49 of Listing Agreement entered into with Stock Exchanges.
A detailed report on Corporate Governance forms part of this report. A
certificate from statutory auditors confirming the compliance of
governance is attached to corporate governance report.
Management Discussion and Analysis Report
A review of Textile industry, its opportunities and threats, future
outlook of the Company etc. are covered under the Management
Discussion and Analysis Report, which is attached to this report.
Human Resource Management / Industrial Relations
Your Company had always been committed to maintain healthy, cordial and
harmonious industrial relations at all levels. The work environment of
the Company is constantly being upgraded. The labour relations
continued to be cordial throughout the year and industrial relations
were excellent and harmonious.
Exemption U/s. 212 from Ministry of Corporate Affairs
In pursuance of the General Circular vide No.2/2011 dated 8th February
2011, issued by the Ministry of Corporate Affairs, New Delhi, read with
Section 212(8) of the Companies Act, 1956, the Company is exempted from
attaching the Balance Sheet and Profit & Loss Account of the
Subsidiaries viz. Vijayeswari UK Ltd and Vijayeswari USA LLC along with
the report of Board of Directors and report of Auditors' thereon, with
the Company's accounts for the year ended 31st March, 2011.
Accordingly, the Audited accounts and report of Directors and Auditors
of the said subsidiary companies are not attached to the Balance Sheet
of the Company.
As per the conditions of the said General Circular, the accounts of the
subsidiaries are consolidated with the accounts of Company in
accordance with Accounting Standard AS-21 prescribed by the Institute
of Chartered Accountants of India and Listing Agreement prescribed by
Securities Exchange Board of India. The Consolidated accounts duly
audited by the statutory auditors' forms part of the annual report.
The annual accounts of the subsidiary companies and the related
detailed information shall be made available to the shareholders of the
holding and subsidiary companies seeking such information at any point
of time. The annual accounts of the subsidiary companies will be
available at the registered office of the Company and at the respective
subsidiary companies and any shareholders can inspect the same during
the business hours of any working day.
Acknowledgement
Your Directors place on record their appreciation of co-operation and
support extended by shareholders, customers, bankers and all Government
& statutory agencies. Your Directors also thank the employees for their
valuable contribution during the year and look forward to their
continued support in the years to come.
By the Order of the Board
For VTX Industries Limited
(Sd.) A.L. Ramachandra
Chairman & Managing Director
Date : 28.05.2011
Place : Coimbatore
Mar 31, 2010
The directors have pleasure in presenting the 56th Annual Report and
the Audited Accounts for the financial year ended 31st March , 2010.
Financial Results:
Rs. in lakhs
Particulars 2009 - 10 2008- 09
Profit before Interest,
Depreciation and Tax 2269.61 223.55
Less : Interest 1255.99 1408.72
Depreciation 547.63 685.20
1803.62 2093.92
Profit/(Loss) before Tax 465.99 (1870.37)
Less : Provision for
Taxation 94.78 (651.64)
Less Provision for
diminution in value of
Investment in WOS 8.93 -
Profit/(Loss) after Tax 362.28 (1218.73)
Add : Brought forward from
previous year (819.38) 399.35
Less : Transfer from
General Reserve 563.04 --
Amount available for Appropriation 105.94 (819.38)
Transfer to General Reserve
Proposed Dividend @ 5% (out of
past reserves) 90.85 --
Corporate Tax on Dividend 15.09 --
Balance carried to Balance Sheet - (819.38)
105.94 (819.38)
Dividend
The Board of Directors have recommended a dividend of Re.0.50 per
Equity Share of Rs.10/- each (out of past reserves)
Review of operations
During the year under review, your Companys performance in terms of
turnover remains stagnant despite the financial hardships in the first
two quarters. As a result, your companys performance though hit hard
by global recession in the first quarter has shown considerable
performance in the next three successive quarters. The stimulus
packages announced by the Government of India have also resulted in
positive impact on the performance of textile industries as a whole.
The recessionary trend in the export market to some extent appears to
be lessening but the impact continues to be felt by the Indian textile
industries. During the year under review, your Company has received
good response from the international trade fairs it attended and
enquires from various customers are encouraging. Your Company has taken
various effective cost control methods resulting in better economies of
production and purchases throughout the financial year 2009-2010 which
might help the Company to overcome the recessionary trend in the export
market.
During the year under review, your company has made attempts to foray
into domestic arena as well and is trying to gain a reasonable market
share in the Indian domestic market particularly in the hospitality
segment viz., hotels and hospitals.
Milestone
Your company has achieved yet another milestone by winning the "Five
Star Award" awarded by
Macys Merchandising Group for 11th year in a row- in recognition of
its continued outstanding service to Macys Merchandising Group. Your
Company is the only company to achieve this mamooth feet in the entire
Asian region.
Future
The future of your Companys performance looks promising and the reason
being that the project expansion programme has reached the final phase
and is expected to provide with increased capacity from financial year
2010-11 onwards. The current scenario turns out to be robust and are
likely to favour the Indian textile industries in near future. The
Government particularly Ministry of Textiles has devised various
policies to counter the impact of global recession by way of extending
TUF subsidy and other measures for the growth of Indian textile
industries.
The future of Indian textile industries hinges on various other factors
such as raw material availability, cheap man power and government
policies etc. The revival of major economies like US and European Union
also plays a significant role for the future of textile industries
which nearly accounts for 50% of export market for bed linen products
and home textiles.
Your Company is making ail attempts to explore newer markets in the
South American continent like Brazil, Argentina and Columbia. Your
Company is slowly making inroads in the domestic market comprising
hotels and hospitals. The response received in various domestic fairs
participated by the Company from hospital and hospitality customers is
positive and gives a boost to increase its foothold in the domestic
market.
Internal control system and their adequacy
The Company has an adequate system of internal controls commensurate
with its size and nature of business to ensure adequate protection for
the Companys resources, provision of accurate and speedy financial
reports and compliance with the companys policies, procedures and
legal obligations.
The audit Committee meets periodically with the management, internal
auditors and statutory auditors to review the internal audit and
internal control systems.
Subsidiaries
In line with the requirement to present consolidated accounts, the
consolidated financials of the Company including subsidiaries have been
included in this annual report Statement required under Section 212 is
attached in this report.
Dematerialization
Out of the 181,69,240 shares, 171,96,373 equity shares stands
dematerialized. M/s Link Intime India Private Limited (Formerly known
as Intime Spectrum Registry Ltd), Mumbai having its branch office at
Coimbatore have been retained as the Registrar and Transfer Agents for
all shares both in electronic and physical form.
Initial Public Offering of Equity Shares
To part finance the expansion project, the Company during March 2007
had come out with a public Issue of 90,00,000 Equity shares of Rs.10/-
each at price of Rs.100/- for cash at a premium aggregating to Rs.90
crores. The details of such utilization are furnished in the notes on
accounts. The expansion project plan is nearing completion and is
expected to be in full operations from the financial year 2010-11.
Listing of Shares
Your Company is listed on the Bombay Stock Exchange Limited, Mumbai and
the Madras Stock Exchange Limited, Chennai.
Status of Project Expansion Programme
The project expansion programme of the company has reached its final
phase of completion and the proposed utilization of all its installed
facilities is expected to yield good results in the coming years.
Directors
In accordance with the provisions of the Articles of Association, the
following Directors retire by rotation at the ensuing Annual General
meeting and / are eligible for re - appointment.
1. Sri. V. Dharmaraj
2. Sri. P. Vijay Raghunath
3. Sri. M.D. Selvaraj
The Board of Directors at their meeting held on 29.05.2010 have
re-appointed Sri. K. Rajagopal as Chairman and Managing Director for a
period of 3 years w.e.f 26lh October 2010. Necessary resolution has
been proposed for the approval of the shareholders at the ensuing
Annual General Meeting of the Company- Unclaimed Fixed Deposits
Unclaimed Fixed Deposits as on 31.03.2010 are Rs.12.04 lakhs as against
Rs.12.46 lakhs as on 31.03.2009
Auditors
M/s. Subbachar & Srinivasan retire in the ensuing Annual General
Meeting and are eligible for reappointment.
Directors Responsibility Statement
In terms of Section 217 (2 A A) of the Companies Act, 1956 the
Directors confirm that they have:
a. followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanations relating to material
departures;
b. selected suitable accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit of the company for that
period;
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities, and
d. prepared the Annual Accounts on a going concern basis.
Other information
Particulars as required by Section 217 (1) (e) of the Companies Act,
1956, relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo are provided as an annexure to this
report. In terms of sub-section (2A) of Section 217 of the Companies
Act, 1956, the Company has no employee drawing salary exceeding Rs.24
lakhs per annum or Rs.2 lakhs per month during the year under review-
Corporate Governance
A separate report on the compliance with Clause 49 of the Listing
Agreement with the Stock Exchanges and the Auditors Certificate on its
compliance form part of this Report.
Approval from Ministry of Corporate Affairs
The Company has obtained approval from the Ministry of Corporate
Affairs, New Delhi vide letter No: 47/74/2010 - CL - III dated 05th
February, 2010 in terms of Section 212(8) of the Companies Act, 1956
exempting the Company from attaching the Balance Sheet and Profit &
Loss, Account of the Subsidiaries namely (1) Vijayeswan UK Ltd (2)
Vijayeswari USA LLCalong with the report of Board of Directors and that
of Auditors thereon, with the companys accounts for the year ended
31st March, 2010. Accordingly, the Audited accounts and report of
Directors & Auditors of the subsidiary companies (1) Vijayeswari UK Ltd
(2) Vijayeswan USA LLC are not attached to the Balance Sheet of the
Company.
As directed by the Central Government, the accounts of the subsidiaries
are consolidated with the accounts of Company in accordance with
Accounting Standard 21 (AS 21) prescribed by the Institute of Chartered
Accountants of India and Listing Agreement prescribed by Securities
Exchange Board of India. The Consolidated accounts duly audited by the
statutory auditors and the consolidated balance sheet information form
part of the annual report.
The annual accounts, reports and other documents of the subsidiary
companies will be made available to the members and investors upon
receipt of a request from them.
The annual accounts of the subsidiary companies will be available at
the registered office of the Company and at the respective subsidiary
companies concerned. Any member or investor can inspect the same during
the business hours of any working day.
The Board wishes to acknowledge with thanks the continued assistance
from the bankers Andhra Bank, Oriental Bank of Commerce, Indian
Overseas Bank, United Bank of India, UCO Bank and Yes Bank.
Your Directors take this opportunity to thank all the customers,
employees and shareholders of the Company for their cooperation
extended to the Company.
Acknowledgement
By the Order of the Board
For Vijayeswari Textiles Limited
Date : 29.05.2010 (Sd.)
K. Rajagopal
Place : Coimbatore Chairman & Managing Director
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