You are here » Home » Companies » Company Overview » K G Denim Ltd

K G Denim Ltd.

BSE: 500239 Sector: Industrials
NSE: KGDENIM ISIN Code: INE104A01012
BSE LIVE 15:40 | 15 Dec 71.05 6.25
(9.65%)
OPEN

66.00

HIGH

73.50

LOW

64.30

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 66.00
PREVIOUS CLOSE 64.80
VOLUME 190198
52-Week high 107.70
52-Week low 55.00
P/E 25.28
Mkt Cap.(Rs cr) 182
Buy Price 0.00
Buy Qty 0.00
Sell Price 70.00
Sell Qty 80.00
OPEN 66.00
CLOSE 64.80
VOLUME 190198
52-Week high 107.70
52-Week low 55.00
P/E 25.28
Mkt Cap.(Rs cr) 182
Buy Price 0.00
Buy Qty 0.00
Sell Price 70.00
Sell Qty 80.00

K G Denim Ltd. (KGDENIM) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the Twenty-Fourth Annual Report of the Company togetherwith the Audited Statement of Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS

(Rs. in lakhs)

Standalone Consolidated
PARTICULARS For the year ended 31st March 2016 For the year ended 31st March 2015 For the year ended 31st March 2016 For the year ended 31st March 2015
Gross Profit 8827 5093 8845 5203
Less : Finance Cost 3241 2797 3355 2874
Profit prior to Depreciation and write off 5586 2296 5490 2329
Less : Depreciation 2048 2098 2072 2118
Net Profit 3538 198 3418 211
Current Deferred & earlier year tax 1426 177 1376 174
Net Profit for the year 2112 21 2042 37
Balance Brought forward 1556 2197 1147 1775
Proposed Dividend & Tax thereon 232 232 232 232
Additional Depreciation (Net of DTL) - 430 - 433
Balance Carried Forward 3436 1556 2957 1147

STATE OF THE COMPANY’S AFFAIRS

During the period under review the Company has earned revenue of Rs.65173 lakh and NetProfit of Rs.2112 lakh on standalone basis and Rs.71553 lakh and Rs.2042 lakh respectivelyon consolidated basis.

PERFORMANCE OF THE COMPANY

The Company has two main product segments viz. Denim Apparel Fabric and HomeTextiles.

During the year ended 31.03.2016 total Fabric production was 361 lakh meters asagainst 316 lakh meters in 2014-15.

Sale of Fabric was 360 lakh meters as against 309 lakh meters in 2014-15.

The improved profitability is mainly due to Denim division performing well both interms of volume as well as realisation.

DIVIDEND

The Board of Directors recommends a dividend of 7.50 % (i.e. Rs.0.75) per equity shareof the Company for the year 2015-16. The Dividend tax payable amounts to Rs.39 lakh.

INDUSTRY STRUCTURE & DEVELOPMENT

The Indian denim industry is growing steadily with new mills being added and alsoexisting mills increasing capacity. We are looking at increasing sales in internationalmarkets though it depends on the market conditions in Europe and USA. We have identifiednew markets in the Far East countries like Vietnam Thailand and Indonesia to increase oursales. We are also focusing to increase our sales in African markets at Kenya and Tanzania.The fabrics are undergoing transformation in terms of colors fibers and finishes. Trendsare considered for new developments to cater to brands and retailers in both domestic andinternational markets.

OPPORTUNITIES AND THREATS

The Company is targeting full capacity utilisation of production and sales volume forDenim Fabric in the current year. Efforts are being made to increase apparel fabrics andhome textile exports.

The Company has successfully commissioned 9.9 MW Power Plant during the year. Sale ofexcess power generated is expected to happen in the second half of FY 2016-17.

The Company is subjected to risks of volatility in the prices of raw materials andfashion changes.

High interest rates and exchange rate volatility are areas of serious concern for theCompany. The Company has taken steps to increase the exports and is actively managing theexchange risk by suitable forward cover.

LISTING OF EQUITY SHARES

The Company’s Equity shares are listed at the following Stock Exchange:

(I) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai-400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for thefinancial year 2016-17.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES

The Company’s wholly owned subsidiary Trigger Apparels Limited is engaged in themanufacture and marketing of readymade garments. During the year 2015-16 it has undertakenexport of garments besides the domestic marketing of Trigger brand jeans.

During the year the gross turnover in Trigger Apparels Limited was Rs.92.83 croreagainst Rs.27.40 crore during the previous year. The Subsidiary Company has registered aloss of Rs.69.65 lakh as against a profit of Rs.15.56 lakh in the previous year.

No activity has taken place at KG Denim (USA) Inc. during the year.

As per the provisions of Section 129 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the Subsidiary companies is prepared in Form AOC-1 and same isenclosed to this report as Annexure-1.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements have been prepared by the Company’s Managementin accordance with the requirements of Accounting Standards 21 issued by The Institute ofChartered Accountants of India (ICAI) and as per the provisions of Companies Act 2013.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.kgdenim.com and copy ofseparate audited financial statements of its subsidiaries will be provided to theshareholders at their request.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted aCertificate to the Board as required under Clause 49 of the Listing Agreement for the yearended 31st March 2016.

MEETINGS OF THE BOARD OF DIRECTORS

During the year ended 31st March 2016 four Board Meetings were held.

The dates on which the Board meetings were held are 23rd May 2015 31stJuly 2015 05th November 2015 and 05th February 2016.

A meeting of the Independent Directors of the Board was held on 05thFebruary 2016.

Details of meetings of the Board and its Committees are disclosed in the report onCorporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIESACT 2013

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors’ Responsibility Statement the Board of Directors of the Companyhereby confirms:

i) that in the preparation of the Annual Accounts the applicable accounting standardshave been followed;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2016 and Statement of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended31st March 2016 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OFSECTION 149 OF THE COMPANIES ACT 2013

The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members namely ShriK N V Ramani Chairman with Shri G V S Desikan and Shri V Jagadisan as members.

Brief description of terms of reference:

1. identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardfor their appointment and removal;

2. carry on the evaluation of every director’s performance;

3. formulation of the criteria for determining qualifications positive attributes andindependence of a director;

4. recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;

5. formulation of criteria for evaluation of Independent Directors and the Board;

6. devising a policy on Board diversity; and

7. any other matter as the Board may decide from time to time.

NOMINATION AND REMUNERATION POLICY

THE OBJECTIVES OF THE POLICY

1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

2. To determine remuneration based on the Company’s size and financial positionand trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort performance dedication andachievement relating to the Company’s operations.

5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

The Nomination and Remuneration Committee has recommended fixation of fixedremuneration for Executive Chairman and Managing Directors from 01.04.2016 instead of 3%share of net profits on consideration of improved profitability. Further the Committee hasrecommend revision of remuneration to Smt T Anandhi Non-Executive Director from 1% to0.50% of net profit from 01.04.2016.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013

The details of Loans Guarantees given and Investments made during the Financial Yearended on 31st March 2016 are given in the notes to Financial Statements incompliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF COMPANIES ACT 2013

The Company adopted a Related Party Transaction Policy in terms of SEBI regulations forcompliance with Corporate Governance and Clause 49 of the Listing Agreement. The policyhas also been hosted on the Company’s website. All transactions entered into withRelated Parties for the year 2015-16 were on Arm’s length basis.

There were no material related party transactions in terms of the Related PartyTransaction Policy adopted.

Thus disclosure in Form AOC-2 as per Companies Act 2013 and Rule 8 of Companies(Account) Rules 2014 is not required.

Further there were no material related party transaction with the Promoters Directorsor Key Managerial Personnel during the year.

All related party transaction are placed before the Audit Committee as also to theBoard for approval on a quarterly basis. Omnibus approval was obtained for transaction ofrepetitive nature.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for theFinancial Year ended 31st March 2016.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - 2 to this Report.

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOPURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT 2013 (ACT) READ WITH THECOMPANIES (ACCOUNTS) RULES 2014

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - 3 to thisReport.

RISK MANAGEMENT COMMITTEE

Risk Management Committee consists of the following persons namely Shri B Sriramulu asChairman Shri S Muthuswamy and Shri M Balaji as members.

The Committee had formulated a Risk Management Policy for dealing with different kindsof risks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure is reviewed by the Audit Committee and Board ofDirectors on a Quarterly basis at the time of review of Quarterly Financial Results of theCompany.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility is commitment of the Company to improve the quality oflife of the workforce and their families and also the community and society at large. TheCompany believes in undertaking business in such a way that it leads to overalldevelopment of all stakeholders and Society.

The Board of Directors of the Company has constituted Corporate Social ResponsibilityCommittee consisting of following persons namely Shri KG Baalakrishnan Chairman Shri G VS Desikan Member and Shri A Velusamy Member and adopted policy for Corporate SocialResponsibility.

Corporate Social Responsibility policy was adopted by the Board of Directors on therecommendation of Corporate Social Responsibility Committee.

The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure - 4.

EVALUATION OF BOARD

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.

The manner in which the evaluation has been done is explained in the report onCorporate Governance.

DIRECTORS

Shri M J Vijayaraaghavan Independent Director expired on 10.06.2015.

The Board placed on record the valuable services rendered by him and prayed Almightyfor the eternal peace of the departed soul. Shri Surinder Chhibber Independent Directorand Shri S Muthuswamy Director resigned from the Board on 31.07.2015. The Board placed onrecord the valuable services rendered by them.

Shri A P Seturaaman was appointed as an Additional Director by the Board on 05.11.2015.He is seeking election as an Independent Director at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany’s Articles of Association no. 34 Shri B Sriramulu retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company :

1. Shri B Sriramulu - Managing Director
2. Shri B Srihari - Managing Director
3. Shri S Muthuswamy - Company Secretary
4. Shri M Balaji - Chief Financial Officer

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.

STATUTORY AUDITORS

The Shareholders of the Company at the Annual General Meeting held on 28thSeptember 2015 have appointed M/s. Gopalaiyer and Subramanian Chartered Accountants asStatutory Auditors of the Company.

The term of M/s. Gopalaiyer and Subramanian Chartered Accountants Statutory Auditorswill expire on the date of 24th Annual General Meeting to be held on 28thSeptember 2016.

It is proposed to re-appoint them as Statutory Auditors of the Company for a furtherperiod of one year. The members are requested to consider their re-appointment andauthorize the Board of Directors to fix their remuneration.

M/s. Gopalaiyer and Subramanian Chartered Accountants (ICAI Regn. No.000960S) haveconfirmed that their appointment if made shall be in accordance with the provisions ofSection 139 of the Companies Act 2013.

AUDITORS REPORT

M/s.Gopalaiyer and Subramanian Chartered Accountants (ICAI Regn. No.000960S) haveissued Auditors Report for the Financial Year ended 31st March 2016 and thereare no qualifications in Auditors’ Report.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s Mohan & VenkatramananChartered Accountants to conduct Internal Audit of the Company.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to Textile Divisions every year.

The Board of Directors on the recommendation of Audit Committee has appointed MessrsM Nagarajan Cost Accountants (Firm Registration Number 6384) as Cost Auditor to auditthe cost accounts of the Company for the financial year 2016-17. As required under theCompanies Act 2013 a resolution seeking member’s approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meetingfor their ratification.

AUDIT COMMITTEE

Audit Committee consists of the following Directors namely Shri V Jagadisan ChairmanShri K N V Ramani and Shri G V S Desikan as members. All the members of the AuditCommittee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underClause 49 of the Listing Agreement with the Stock Exchange forms part of the AnnualReport - Annexure - 5.

VIGIL MECHANISM

The Board of Directors have adopted a Whistle Blower Policy which is hosted on theCompany’s website. The Whistle Blower Policy aims for conducting the affairs in afair and transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour. All permanent employees of the Company are covered underthe Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.

SECRETARIAL AUDITORS REPORT

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Shri M.R.L.Narasimha Practising Company Secretary (C.P.No:799) asSecretarial Auditor to conduct Secretarial audit of the Company for the Financial Yearended on 31st March 2016.

Secretarial Audit Report issued by Shri M.R.L.Narasimha Practising Company Secretaryin form MR-3 is enclosed as Annexure - 6 to this Annual Report. There are noqualifications in Secretarial Audit Report.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - 7 to this Annual Report.

ENVIRONMENT

The Company holds due certification under ISO 14001 : 2004 which is primarily focusedon environmental management system. It ensures that the manufacturing of products iscarried on without affecting the environment in the working area and surroundings.

The Company is a member of Sustainable Apparel Coalition (SAC). SAC provides crediblepractical and industry wide guidelines and provides tools to define measure and evaluateindustry’s product environmental and social performance support.

The Company has achieved one of the best scores in the apparel industry as verified bya leading brand assessor.

During the current year the Company has implemented various environmental measures andreduction program like Green House Gas inventory measurement replacement of freon gas airconditioners increasing the area of plantation etc.

The Company has improved effluent water treatment system conforming to the PollutionControl Board parameters. A new plant has been added which has increased the Biologicaltreatment capacity by 60%. An advanced technology of Biological Diffuser Aeration systemhas been introduced which has resulted in reduction in chemicals usage. Consequentlyreduction in sludge improvement in outlet water quality and consistence and improvementin RO recovery were achieved. The highlights of our sustainability effort can be seen inthe link https://youtu.be/uZGhiwq6XSM

HEALTH AND SAFETY

The Company has obtained certification under OHSAS 18001 : 2007 (Occupational Healthand Safety Management Assessment Standard) which is an Integrated Management Systemfocusing on an organization’s occupational health and safety management system. Thisstandard guides us to identify and control the conditions and factors that affect thewell-being of employees contractors visitors and any other person in the work place.

The Company is implementing various health and safety practices in continuous manner asper OHSAS-18001 standards and legal requirements.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2016 theCompany has not received any complaints pertaining to sexual harassment.

LEGAL REQUIREMENTS

The Company is conscious of improving the occupational and personal health of itsemployees. In addition to free medical camps the Company also organizes employees’health check up in outside hospitals on an annual basis.

The Company provides a safer work environment for its employees. Basic equipments areprovided to ensure safety from fire.

Awareness classes are being conducted periodically with the help of external agenciesabout the basic safety fire fighting mock drills mass evacuation first aid etc.

SOCIAL RESPONSIBILITIES

The Company is maintaining a hospital for serving the community including supply ofmedicines at subsidised costs. As a part of social environmental protection agro forestryhas been developed with a demo plant with the technical support of Forest CollegeCoimbatore.

INSURANCE

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.

FINANCE

Your Directors acknowledge with gratitude the valuable assistance and support extendedby our Bankers for term loans and working capital ie. Indian Bank Bank of IndiaAllahabad Bank State Bank of India Indian Overseas Bank and The South Indian BankLimited.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

1. The Company maintains all its records in ERP System and the work flow and approvalsare routed through ERP System;

2. The Company has appointed Internal Auditors to observe the Internal Controlswhether the work flow of organization is being done through the approved policies of theCompany. In every Quarter during the approval of Financial Statements Internal Auditorswill present the Internal Audit Report and Management Comments on the Internal Auditobservations; and

3. The Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Whistle Blower Policy Policy to determine MaterialSubsidiaries and such other procedures for ensuring the orderly and efficient conduct ofits business for safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

No Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company’s operations in future.

Details of pending legal cases are furnished in Note No.29 to the accounts.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year ended 31st March 2016 to the date of signing of theDirector’s Report.

ACKNOWLEDGMENT

The Directors take this opportunity to place on record their sincere thanks to theBanks and Financial Institutions Insurance Companies Central and State GovernmentDepartments and the shareholders for their support and co-operation extended to theCompany from time to time.

PERSONNEL

The Directors wish to place on record their appreciation for the co-operation extendedby all sections of the employees.

CAUTIONARY STATEMENT

The statement in this Directors’ Report & Management Discussion and Analysiscontain forward looking statements regarding Company’s projections & expectationsand the actual results could differ materially from those expressed on account of variousfactors like raw material prices change in demand government regulation etc. and thereaders are cautioned against placing undue reliance on the same.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isgiven in Annexure - 7 to this report.

The particulars in respect of employees in receipt of remuneration exceeding Rs.60lakhs per annum as per Section 197(12) read with Rule 5(2) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given in Annexure-8.

The Company has presented in this Report the consolidated financial statements of theholding company and all its subsidiaries duly audited by the Statutory Auditors. TheCompany will make available the audited annual accounts and related information of itssubsidiaries upon request by any of its shareholders. The annual accounts of thesubsidiary companies will also be kept for inspection by any member at the RegisteredOffice of the Company and its subsidiary companies.

Our humble prayers to Sri Venkateswaraswamy Vari of Then Thirumalai for thecontinued prosperity of the Company.

On behalf of the Board
KG Baalakrishnan
Coimbatore Executive Chairman
26.05.2016 DIN: 00002174

Annexure- 3

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014:

A. CONSERVATION OF ENERGY:

1) The steps taken or impact on conservation of energy:

a) Energy conservation measures taken :

i) Installed high efficiency Air Preheater to recover heat from Thermopack flue gassystem.

ii) Installed state of the art German technology heat recovery system in Motex Stenter.

iii) Installed inverter drives for CEP pumps to get 15% power saving in Power Plant.

iv) Heat from Caustic Recovery system’s Condensate line is recovered to increasethe Boiler feed water temperature.

v) Installed high efficiency pumping system with specially designed piping for rawwater pumping from river which saves huge power consumption.

vi) Gradually replacing all the lights to LED in Mill campus. vii) Installed SolarHeater for domestic hot water requirement in staff quarters.

B. TECHNOLOGY ABSORPTION:

i. The Efforts made towards technology absorption: NIL

ii. The Benefits derived like product improvement cost reduction productdevelopment or import substitution: NIL

iii. Details of technology imported during the past 3 years: No technology has beenimported during the past 3 years.

a. The details of technology import: -NIL

b.The year of import: -NIL

c.Whether the technology has been fully absorbed: -NIL

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: -NIL

iv. The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUT GO:

1) The Foreign Exchange earned in terms of actual inflows during the year andthe Foreign Exchange outgo during the year in terms of actual outflows:

(Rs. lakh)
Particulars March 31 2016 March 31 2015
Used 4457.59 4294
Earned 22121.03 24789

Annexure - 7

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

Sl.No. Name of the Director Ratio of the remuneration to the median remuneration of the employees
1. Shri B Sriramulu 92.02
2. Shri B Srihari 92.02
3. Shri A Velusamy 8.32
4. Shri S Muthuswamy 10.97

Shri K N V Ramani Shri V Jagadisan Shri G V S Desikan Shri G P Muniappan and Shri AP Seturaaman Independent Directors were paid sitting fees for attending the meetings.

Smt T Anandhi was paid 1% of Net Profits as remuneration.

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager in the financial year

Sl.No. Name Percentage increase in remuneration
1. Shri S Muthuswamy 14.28%
2. Shri M Balaji 6.77%

There were no increase of remuneration to other Directors.

(iii) The percentage increase in the median remuneration of employees in the financialyear.

16.83%

(iv) The number of permanent employees on the rolls of Company

816

(v) The explanation on the relationship between average increase in remuneration andCompany performance

Sl.No. Average increase in remuneration Company performance
1. Rs.38300 Rs.21.12 Crore

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company

Sl.No. Remuneration of Key Managerial Personnel Performance of the Company for the year ended 31st March 2016
1. Rs.25691765 Rs.21.12 Crore

(vii) Variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public officer.

Sl.No. Particular As at March 31 2016 As at March 31 2015
1. Market Capitalisation BSE 192.27 Crore BSE 53.87 Crore
2. Price Earnings Ratio BSE 9.11 BSE 263

Market quotations of the shares of the Company in comparison to the rate at which theCompany came out with the last public offer:

The Company came with an Initial Public Offer in 1993 at the price of Rs.10/- perequity share. As on 31st March 2016 the Market Quotation of the Company SharePrice (Closing Price) is as follows:

BSE Limited : Rs.74.95

(viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The increase in remuneration is 14.5% for employees other than Managerial Personnel andKMP while it is 10.52% for Managerial Personnel including KMP.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company.

Name Remuneration ofKey Managerial Personnel Performance of the Company for the year ended 31st March 2016
1. Shri B Sriramulu Rs.11041946 Rs.21.12 Crore
2. Shri B Srihari Rs.11041946 Rs.21.12 Crore
3. Shri S Muthuswamy Rs.1363268 Rs.21.12 Crore
4. Shri M Balaji Rs.2244604 Rs.21.12 Crore

(x) The key parameters for any variable component of remuneration availed by thedirectors

Whole time Directors were paid only minimum remuneration as fixed basis during theyear. Executive Chairman and Managing Directors are entitled and paid to 3% of Net Profitseach.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year. -N.A.-

(xii) The Remuneration paid to Key Managerial Personnel is as per the Remunerationpolicy of the Company.

On behalf of the Board of Directors
for K G DENIM LIMITED
KG Baalakrishnan
Executive Chairman
Place : Coimbatore DIN : 00002174
Date : 26.05.2016

Annexure - 8

Particulars of Employees as per [Rule 5(2) and Rule5(3) of Companies (Appointment &Remuneration of Managerial Personnel Rules) 2014] :

Name (Age in Years) Designation Gross Remuneration Qualification Date of commencement of employment Previous employment
Paid (Rs.lakhs) (Experience in Years)
Shri KG Baalakrishnan Executive Chairman 109.21 B.Com. B.L. 03.11.2003 -
(76 Years) 53 Years
Shri B Sriramulu Managing Director 110.42 B.E.Textile Technology 03.11.2003 -
(49 Years) MS Textile Technology 23 Years
Shri B Srihari Managing Director 110.42 B.E.Chemical Technology 03.11.2003 -
(47 Years) MS Chemical Technology 23 Years

Shri KG Baalakrishnan Executive Chairman Shri B Sriramulu Shri B Srihari ManagingDirectors are related to each other and to Smt T Anandhi Director.