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Tamarai Mills Ltd.

BSE: 531443 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Tamarai Mills Ltd. (TAMARAIMILLS) - Director Report

Company director report

TAMARAI MILLS LIMITED ANNUAL REPORT 2007-2008 DIRECTORS' REPORT Dear Members, Your Directors present their 72nd Annual Report together with the audited accounts of the Company for the year ended 31st March, 2008. FINANCIAL RESULTS: (Rs. in lacs) Year ended Year ended 31.3.2008 31.3.2007 Profit/(Loss) for the year before Depreciation and Interest 15377.05 305.61 Less: Interest 496.75 2178.31 Depreciation 116.82 129.76 14763.48 (2002.46) Less: Provision for Taxation - - Fringe Benefit tax 1.26 1.60 Deferred tax 42.29 (414.71) Net Profit/(Loss) 14719.93 (1589.35) Add: Prior Year Income 0.47 11.12 Debenture Redemption Reserve 37.50 - Less: Amount brought forward from Previous year (15455.57) (13877.34) Balance in Profit and Loss Account (697.67) (15455.57) DIVIDEND: The Board of Directors regret their inability to recommend dividend on Equity Shares for the financial year ended 31.3.2008 in view of loss suffered by the Company. MANAGERIAL DISCUSSION AND ANALYSIS: A. INDUSTRY STRUCTURE AND DEVELOPMENTS: Textile industry can be broadly classified as Spinning, Weaving, Knitting and Processing. Spinning industry has relatively modernised in India, compared to Weaving and Processing and internationally competitive. Government is making efforts to modernize Weaving and Processing industry through various measures to make it internationally competitive. B. SWOT ANALYSIS FOR THE COMPANY: Report under this head is not feasible for the reasons mentioned in the future outlook. C. PRODUCT WISE PERFORMANCE: Yarn: Yarn sales were less by 33.37% due to the spinning units were mainly doing job work. Fabrics: Fabrics sales increased by 2.68%. D. OUTLOOK: With the Strategic Investor Silverstar Communication Ltd bringing in funds to settle the OTS of all the secured lenders, the net worth of the company turned positive and BIFR in their hearing dated 30.10.2007, declared that the company as out of the purview of BIFR. The company passed a resolution by Postal Ballot for disposal/lease of whole or substantially whole of the undertaking on 23.1.2008. Accordingly, the company has disposed of the machineries in Coimbatore after closing down the operation in January, 2008. With power shortage, the units at Sivaganga and Thirumangalam could not be operated to its full capacity. E. INTERNAL CONTROL SYSTEMS: The Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. The internal auditor reviews the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate. DIRECTORS: During the year IDBI withdrew the nominee Director Mr. P.M. Suresh from the Board. Mr. S. Nagarajan and Mr. S.K. Chibber Director are retiring by rotation and being eligible offers themselves for reappointment. During the year Smt. Jayanthi Thangkabalu and Sri. Karthik Thangkabalu were appointed as Additional Directors on the board on 21.11.2007 and they hold the appointment till the conclusion of the Annual General meeting. The company has received notice from the members proposing to appoint them as Directors of the company along with the requisite fees. FIXED DEPOSITS: The Company has neither accepted nor renewed any deposits during the year and has no overdue or unclaimed deposits. MILLS LIMITED: SUBSIDIARY COMPANY: The Annual Report and other particulars in respect of subsidiary company as required under Section 212 of the Companies Act, 1956 are attached. PARTICULARS OF EMPLOYEES: During the year under review, no employees were in receipt of remuneration exceeding Rs. 2,00,000 per month or Rs. 24,00,000/- per annum. AUDITORS: M/s. M.S. Jaganathan & Viswanathan, the present auditors of the Company retire at the ensuing Annual General Meeting expressed their unwillingness for re-appointment. Hence M/s. N. Rangamani & Sridharan Associates, Chartered Accountants, Chennai proposed as auditors of the Company in the place of the retiring auditors. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars required to be included in terms of section 217(1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure to this report. DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA): In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm: i) That all applicable Accounting Standards have been followed in the preparation of Annual Accounts. ii) That such Accounting Policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March, 2008 and of the Profit of the Company for the year ended 31st March, 2008. iii) That proper and sufficient care has been taken for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the accounts have been prepared on a going concern basis. ACKNOWLEDGEMENT: Your Directors acknowledge with gratitude the assistance and co-operation extended by the State Bank of India, and Financial Institutions Viz., IDBI Ltd., ICICI Bank Ltd, IFCI, IIBI and Canbank Mutual Fund. The Company had enjoyed cordial industrial relations during the year. By Order of the Board JAYANTHI THANGKABALU } Directors Place: Chennai KARTHIK THANGKABALU } Date : 01.09.2008 ADDENDUM TO DIRECTORS REPORT: Regarding the qualification made by the Auditors in their report, the Board of Directors' explanations are given below. ix. c) Regarding PF damages the company has obtained an interim injunction for stay of the proceedings from Madras High Court and Regarding ESI damages, the company has obtained stay order from ESI Court, Coimbatore. x. The matter is self explanatory. By Order of the Board JAYANTHI THANGKABALU } Directors Place: Chennai KARTHIK THANGKABALU } Date : 01.09.2008 ANNEXURE TO DIRECTORS' REPORT Forming part of the Report of the Board of Directors for the year ended 31st March, 2008. Particulars as required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 made under section 217(1)(e) of the Companies Act, 1956. FORM-A Form for disclosure of particulars with respect to conservation of energy: 31.03.2008 31.03.2007 (in lacs) A. 1. Electricity a. Purchased units Kwh. 65.55 95.63 Total Amount Rs. 312.77 427.27 Rate per unit Rs. 4.77 4.47 b. Own generation: Through Diesel Generation Units 0.65 0.51 Diesel consumption Ltrs 0.25 0.18 Units per litre of Diesel Oil Kwh 2.58 2.85 Cost per unit Rs. 12.23 12.04 2. Coal Nil Nil 3. Furnance Oil Nil Nil 4. Others Nil Nil B. Electricity Consumed (units) Kwh 66.20 96.14 Particulars of Technology Absorption The Research and development is being carried out by South India Textile Research Association (SITRA). Being a member of SITRA, we get the latest information on Research. Particulars of Foreign Exchange Earnings and Outgo: (Rs. in Lacs) 31.3.2008 31.3.2007 EARNINGS: Export of Goods Direct 14.09 15.17 Export of Goods through Merchant Exporters Nil Nil OUTGO: Import of Raw materials Nil Nil Import of Stores Nil 0.10 Import of capital goods Nil Nil Expenditure on account of Travel Nil Nil Export related Expenses Nil Nil By Order of the Board JAYANTHI THANGKABALU } Directors Place: Chennai KARTHIK THANGKABALU } Date : 01.09.2008