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Loyal Textile Mills Ltd.

BSE: 514036 Sector: Industrials
NSE: N.A. ISIN Code: INE970D01010
BSE 00:00 | 18 Jun 600.20 -21.95
(-3.53%)
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NSE 05:30 | 01 Jan Loyal Textile Mills Ltd
OPEN 609.05
PREVIOUS CLOSE 622.15
VOLUME 676
52-Week high 815.00
52-Week low 202.00
P/E 10.51
Mkt Cap.(Rs cr) 289
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 609.05
CLOSE 622.15
VOLUME 676
52-Week high 815.00
52-Week low 202.00
P/E 10.51
Mkt Cap.(Rs cr) 289
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Loyal Textile Mills Ltd. (LOYALTEXTILE) - Director Report

Company director report

BOARD'S REPORT

Your Directors have great pleasure in presenting the 74th Annual Report ofthe Company along with the Audited Financial statements for the financial year ended 31stMarch 2020.

FINANCIAL RESULTS

The Financial Results for the year under review are summarized hereunder.

(Rs. in Crs.)

Particulars

Standalone

Consolidated

2020 2019 2020 2019
Revenue from operations 1104.43 1306.94 1104.43 1306.94
Gross Profit 88.72 119.65 93.25 122.12
Less : Interest 36.91 39.23 36.91 39.23
Operating Profit (EBDT) 51.81 80.42 56.34 82.89
Less : Depreciation 52.13 57.39 52.13 57.39
Profit Before Tax (PBT) (0.32) 23.03 4.20 25.50
Less: Current Tax (4.58) (2.70) (4.58) (2.70)
Profit After Tax (PAT) 4.26 25.73 8.78 28.20
Profit after OCI Income 4.40 26.36 8.92 28.82
Add : Surplus brought forward from previous year 123.61 100.78 135.91 111.16
Less: Dividend 0.72 2.41 1.29 2.95
Less: Dividend Tax 0.15 0.49 0.15 0.49
Less: Transfer to General Reserve - - - -
(Add) / Less : Transfer to OCI Reserve due to Ind AS Transition 0.14 0.63 0.14 0.63
Balance carried to Balance sheet 127.01 123.61 143.26 135.91
Earnings Per Share
Basic - EPS per Share (in Rs.) 8.85 53.42 18.24 58.55
Diluted - EPS per Share (in Rs.) 8.85 53.42 18.24 58.55

PERFORMANCE OF THE COMPANY

During the year your Company has produced 247.25 lakh Kg Yarn 507.98 lakh meter Wovenfabrics and 177.26 lakh Kg. Knitted fabrics.

The revenue from operations during the year 2019-20 decreased to Rs. 1104.43 crorefrom Rs. 1306.94 crore in 2018-19. Profit after tax declined to Rs.4.26 crore from Rs.25.73 crore in 2018-19.

The revenue from exports during the year was at Rs.791.24 crore against Rs.1133.15crore in the previous year. Exports accounts for 71.64 % of the Revenue from Operations ofthe Company.

DIVIDEND

Covid 19 has impacted severally the operation from mid March 2020. The steep decline inproduction since then has affected severely the revenue and cash flow. The production hasimproved to a level of 60% in May 2020. The normalcy can be achieved only fromAugust/September 2020. In view of this your Directors have not recommended any dividendfor the year 2019-20.

SHARE CAPITAL

The paid-up Share Capital as on 31st March 2020 was Rs.4.82 Cr. During theyear the company has not issued any shares or any convertible instruments.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserve.

MATERIAL CHANGES OCCURED AFTER THE END OF FINANCIAL YEAR

No material changes and commitments which could affect the company's financial positionhave occured between the end of the financial year and the date of this report.

MANAGEMENT DISCUSSIONS ON THE INDUSTRY SCENARIO & OUTPUTS

Global Textiles and Apparel Trade estimated at USD 764 billion in 2017 was growing at aCompounded Average Growth Rate (CAGR) of 3.4%. The Covid-19 has affected the growth in theGlobal Textiles and Apparel trade since March 2020. Many Brands have stopped procurementfrom March 2020. Normalcy can be returned gradually over and above 9-12 months.

India is one of the key players in the Global Textile Industry. India has good rawmaterials base and manufacturing strength across the production chain. India is the secondlargest exporter in the Global Textiles & Apparel Trade next to China with anestimate turnover of US $ 39 billion in 2018-19. The

Indian Textile Industry occupies a key position in the Indian Economy providing directemployment to about 50 million people contributing about 2% of GDP.

With the strong domestic consumption and buoyant export demand Indian Textile andApparel exports trade was growing at a CAGR of 3.7%. However with the impact of Covid-19the growth rate will sharply decline in 2020-21.

The strained relation between USA & China is expected to provide more opportunityfor Indian Textile Industry for increasing the exports to US.

Volatility in Cotton prices higher interest rates reduction in export incentiveshuge labour turnover and thin profit margin are the major challenges faced by TextileMills in the country. At the same time there is good potential for the growth in Textileand Apparel production due to the consistent growth in the domestic and export markets.The company has added new large volume customers in the garment export business. Tomitigate the impact of COVID as a proactive measure the company ventured in to the newsegment of manufacturing washable and reusable face masks made out of treated woven andknitted fabric and well designed PPE Kits and supplied to a large number of industrialhouses educational institutions hospitals and public at large. The masks and PPE Kitsare supplied under the brand name SUPERA SHIELD. These masks and PPE kits have receivedoverwhelming response and very much appreciated for its quality by eminent personalities.

Loyal Textile Mills has four textile mills one process house and a garment division.The Company is focusing on continuous improvement in production and cost reductionmeasures. The Company has established its credentials both in the domestic and exportmarket through supplying quality products.

AWARDS

The Company has bagged TEXPROCIL Export Award in the following categories during theyear.

1. Gold Trophy for Highest Women Employment Generation for Women.

2. Gold Trophy for Highest export performance in Grey Fabrics under Category III.

3. Gold Plaque for the Highest export performance in

Processed Yarns under Category.

4. Gold Plaque for the Highest export performance in

Bleached / Dyed/Yarn Dyed / Printed Fabrics under Category I.

LOYAL INTERNATIONAL SOURCING PRIVATE LTD.

Loyal International Sourcing Private Limited (LISPL) is a 100% Wholly Owned SubsidiaryCompany started in the year 2014. The operations in LISPL has been stopped.

RENEWABLE ENERGY

During the year the company has generated 5.97 crore units of wind power against 6.41crore units in the previous year and solar power 48.68 lakh units against 49.79 lakh unitsin the previous year. The wind power generation during the year has declined by 7.15% ascompared to the previous year due to low wind velocity.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is furnished in Annexure I to thisReport.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company are prepared in accordance withthe provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of theCompanies (Accounts) Rules 2014 and Regulations 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 along with a separate statement containing thesalient features of the financial performance of subsidiaries and joint ventures isattached to the financial statements in the prescribed format.

DIRECTORS

As per the provisions of Section 152 of the Companies Act 2013 Mr. P.ManivannanDirector (DIN: 00366954) retires by rotation at the forthcoming Annual General Meetingand being eligible for re-appointment offers himself for re-appointment as Director of theCompany subject to the approval by the Shareholders of the Company in the Annual Generalmeeting by an Ordinary Resolution. The Board recommends his reappointment for theconsiderations of the members of the company at forthcoming Annual General Meeting. Briefprofile of Mr. P. Manivannan has been given in the Notice convening the AGM.

As per the provisions of Section 149 and 152 of the Companies Act 2013 read withSchedule IV attached thereto and Rules made thereunder Mr. B. T Bangera (DIN 00432492)was appointed as Independent Director of the Company not subject to retirement byrotation for a term of 3 (three) consecutive years with effect from September 25 2017till the conclusion of the Annual General Meeting to be held in the Calendar year 2020.

The Board recommends his re-appointment for another term of three consecutive yearsfor the considerations of the members of the company at forthcoming Annual GeneralMeeting. Brief profile of Mr. B. T Bangera has been given in the Notice convening the AGM.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent directors have submitted their disclosure to the Board confirming thatthey fulfill the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 of the Companies Act 2013 as well as SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board confirms that the said Independent Directors meet the criteria as laid downunder the Companies Act 2013 as well as SEBI Listing Regulations.

BOARD MEETING

The Board met five times during the year on 30th May 2019 9thAugust 2019 1st November 2019 11th November 2019 and 31stJanuary 2020 and the gap between two meetings did not exceed one hundred and twenty days.

STATUTORY AUDITORS

M/s.Ganesh Prasad (Firm Regd.No.000872S) Chartered Accountants were appointed asstatutory auditors of the Company for a period of 5 years in the 71st AGM heldon 25th September 2017.

M/s.Ganesh Prasad (Firm Regd.No.000872S) Chartered Accountants will hold office tillthe conclusion of 76th AGM. The Auditor's Report to the Shareholders on theStandalone and Consolidated financial statement for the year ended March 312020 does notcontain any qualification observation or adverse comment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. M.K. Bashyam (FCS No.600) Practicing Company Secretary Maduraito undertake the secretarial audit of the company for the financial year ended 31stMarch 2020.

The Secretarial Audit Report is enclosed in this report as Annexure III. TheSecretarial Audit report does not contain any qualifications reservation or adverseremark.

COST AUDITOR

Mr. B. Venkateswar Cost Accountant was appointed as Cost Auditor for auditing the costaccounts of the Company for the year ended 31st March 2020. The Cost AuditReport for the financial year 2019-20 will be submitted to the Central Government beforedue date.

The Board of Directors of the Company have appointed Mr. B. Venkateswar PracticingCost Accountant holding Membership No.27622 as Cost Auditor for the year ending 31stMarch 2021.

In accordance with the provisions of Section 148(3) of the Companies Act 2013 read withRule 14 of the Companies (Audit and Auditors) Rules 2014 the remuneration payable to theCost Auditors has to be ratified by the members of the Company. Appropriate resolutionforms part of the Notice.

INTERNAL AUDITORS

The company has appointed M/s. Capri Assurances and Advisory Services as ExternalInternal Auditors of the Company for two financial years viz. 2020-21 and 2021-22.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in Form MGT- 9 as per theprovisions of the Companies Act 2013 and Rules thereto are annexed to this report as AnnexureII.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the March 31 2020 and of the profitof the company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of the Company have constituted a CSR Committee. The Committee comprises ofthree Directors comprising of two Independent Directors and one Whole Time

Director. The company spends 2% of the average net profit of the previous three yearsfor CSR activities. The CSR activities are mainly focused on Education and Health Care.The CSR Policy is available on the website of the company.

During the year the company has contributed to a Charitable Trust a sum of Rs.41.15Lakhs in accordance with the provisions of Section 135 of the Companies Act 2013 forspending towards CSR activities. Annual Report on CSR activities is enclosed as AnnexureIV.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its approval.

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is attached as AnnexureV. Also Refer Note No.41 of Financial statement which sets out the transactions withrelated parties.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Regulations. This Policy was considered and approved by theBoard has been uploaded on the website of the Company.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration of not less than Rs.1.02 Crs.during the year or Rs.8.50 lakhs per month during any part of the said year as per Section197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

RATIO OF REMUNERATION OF DIRECTOR

As per Section 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the details of Ratio ofRemuneration to each Director to the median employee's remuneration is furnished as AnnexureVI.

CEO / CFO CERTIFICATION

In accordance with Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a certificate on the Financial Statements and Cash FlowStatement of the

company for the year ended March 31 2020 duly signed by CEO and CFO was submitted tothe Board of Directors and the same is attached as Annexure VII.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. Corporate Governance isabout maximizing shareholder value legally ethically and sustainably. The company hastaken adequate steps to adhere to all the conditions laid down in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timewith respect to Corporate Governance. A report on Corporate Governance is included as partof this annual report as Annexure VIII.

A Certificate from the Statutory Auditors of the Company confirming the compliance ofconditions of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annual report.

BOARD EVALUATION

As required under the provisions of Section 134(3) (p) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out a formal annual evaluation of its own performance and that of its committeesand individual directors based on the guideline formulated by the Nomination &Remuneration Committee.

The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairperson and the Non-Independent Directors wascarried out by the Independent Directors and Non-Executive Director. The Board ofDirectors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has adopted a policy on Familiarisation Programme forIndependent Directors of the Company.

The Policy on Familiarisation Programme as approved can be viewed on the Company'swebsite.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013the company has framed a Vigil Mechanism / Whistle Blower Policy. The Vigil MechanismPolicy has been posted on the website of the Company. It is affirmed that no personnel ofthe Company has been denied access to the Audit Committee. No complaint has been receivedfrom any employee during this year.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. An InternalComplaint Committee (ICC) has been set up in compliance with the said Act. During the yearunder review there were no cases filed pursuant to the provisions of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the company and its future operations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.

RISK MANAGEMENT

The company takes utmost care in managing the risks and it helps to improve operationsand production. Risk management framework has been formulated. The Board members areregularly informed of the risk assessment and risk mitigation measures. The forex exchangerisk is actively managed within the framework laid down by the Forex management policyapproved by the Board.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the company has transferred Rs.151608/- being the dividend amountwhich was due and payable and remained unclaimed and unpaid for a period of 7 years toInvestor Education and Protection Fund as per the requirements of the Companies Act 2013.

Pursuant to the provisions of Section 124 and rules and regulation made thereunder andother applicable provisions of the Companies Act 2013 the dividends which remain unpaidor unclaimed for a period of 7 years from the respective dates

of transfer to the unpaid dividend account of the company are due for transfer to theInvestor Education and Protection Fund (IEPF).

Due dates for transfer of Unclaimed Dividends to the IEPF is given below:

Financial Year Rate of Dividend Date of Declaration of Dividend Date of Dividend transfer to unpaid Dividend Account Last Date for Claiming unpaid Dividend Due to Transfer to IEPF
2012-2013 50% 23-09-2013 28-10-2013 30-08-2020 30-09-2020
2013-2014 75% 11-09-2014 16-10-2014 28-08-2021 28-09-2021
2014-2015 75% 24-09-2015 29-10-2015 29-09-2022 29-10-2022
2015-2016 100% 14-09-2016 29-10-2016 29-09-2023 29-10-2023
2016-2017 100% 25-09-2017 25-10-2017 25-09-2024 25-10-2024
2017-2018 50% 27-09-2018 29-10-2018 27-09-2025 27-10-2025
2018-2019 15% 26-09-2019 28-10-2019 26-09-2026 26-10-2026

Members who have so far not encashed the dividend warrants for the above years areadvised to submit their claim to the Company's RTA immediately quoting their folio number/ DP ID and Client ID.

PUBLIC DEPOSITS

During the year the company has not accepted deposit from the public falling within theambit of section 73 of the Companies Act 2013 and the Companies (Acceptance of deposits)Rules 2014 and the amendments made thereunder.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial statement. (Refer NoteNo.4).

LISTING

The Company's equity shares are listed on Bombay Stock Exchange.

ENHANCING SHAREHOLDERS' VALUE

The company believes in the importance of its Members who are among its most importantstakeholders. Accordingly the company's operations are committed to the goal of achievinghigh levels of performance and cost effectiveness growth building enhancing theproductive asset and resource base and nurturing overall corporate reputation. The companyis also committed to creating value for its stakeholders by ensuring that its corporateactions have positive impact on the socioeconomic and environmental growth anddevelopment.

ACKNOWLEDGEMENT

The Board has pleasure in recording its appreciation for the assistance cooperationand support extended to the company by the banks and the government departments.

The Board also places on record its sincere appreciation of the response received fromthe company's valuable customers and thanks them for their continued support.

The company is grateful to all the employees for their continued co-operation extendedto the company. Their contribution has been outstanding and the Directors place on recordtheir appreciation for the same.

The Directors also thanks the shareholders for their support and for the confidencethey have reposed in the company.

CAUTIONARY STATEMENT

Statements in the Board's report and the Management Discussion & Analysisdescribing the Company's objectives

expectations or forecasts may be forward - looking within the meaning of applicablesecurities laws and regulations. The Company cannot guarantee the accuracy of assumptionsand the projected future performance of the Company. The actual results may materiallydiffer from those expressed or implied in this report. Important factors that couldinfluence the company's operations include global and domestic demand and supplyconditions affecting selling price of finished goods input availability and priceschanges in government regulations tax laws economical developments within the countryand other factors such as litigation and industrial relations.

For and on behalf of the Board
VALLI M RAMASWAMI P. MANIVANNAN
Chairperson & Whole Time Director Whole Time Director
Place : Chennai Date : 24th June 2020

Annexure - II

EXTRACT OF ANNUAL RETURN (Financial Year ended on 31st March 2020)

Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 ]

I. REGISTRATION AND OTHER DETAILS

CIN L17111TN1946PLC001361
Registration Date 09.04.1946
Name of the Company Loyal Textile Mills Limited
Category / Sub-category of the Company Public Limited Company
Address of the Registered office and contact details 21/4 Mill Street Kovilpatti - 628 501 Tamilnadu Phone : 04632 - 220001 Email : secretarial@loyaltextiles.com
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent GNSA Infotech Private Limited Nelson Chambers F-Block 4th Floor No.115 Nelson Manickam Road Aminthakarai Chennai - 600 029 Phone : +91 44 42962025 Email : ravi.k@gnsaindia.com sta@gnsaindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:-

Name and Description of Main Product NIC code of the Product % to total turnover of the company
1 Yarn 5403 15%
2 Cloth & Hosiery Cloth 5911 74%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate % of shares held Applicable Section of the Companies Act 2013
1 M/s. Loyal International Sourcing Private Limited New No. 83 First Main Road R.A. Puram Chennai - 600 028 U51909TN2014PTC097852 Subsidiary Company 100 2 (87) of Companies Act 2013
2 M/s. Gruppo P&P Loyal SPA Italy Joint Venture 47.5 2 (6) of Companies Act 2013
3 M/s. Loyal IRV Textile LDA Portugal Joint Venture 51 2 (6) of Companies Act 2013
4 M/s. Loyal Dimco Group A.E.C.E Greece Joint Venture 50 2 (6) of Companies Act 2013
5 Loyal Textiles (UK) Limited Associate 49 2 (6) of Companies Act 2013

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity)

a. Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Total % of Total Shaes
A. Promoter
1) Indian
a) Individual/ HUF 196013 4 196017 4.07 196013 4 196017 4.07
b) CentralGovt - - - - - -
c) StateGovt(s) - - - - - -
d) Bodies Corp 3343828 3343828 69.43 3343828 3343828 69.43
e) Banks / FI - - - - - -
f) Any Other - - - - - -
Sub-total(A)(1) 3639841 4 3639846 73.49 3639841 4 3639846 73.49
2) Foreign
a) NRIs-Individuals
b) Other-Individuals
c) Bodies Corp.
d) Banks / FI
e) Any Other
Sub-total(A)(2)
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 3639841 4 3639846 73.49 3639841 4 3639846 73.49
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - -
b) Banks / FI 4000 700 4700 0.10 4000 4000 0.08 (700) (0.02)
c) Central Govt
d) State Govt (s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (Foreign Nationals)
Sub-total(B)(1) 4000 700 4700 0.10 4000 0 4000 0.08 (700) (0.02)
2. Non Institutions
a) Bodies Corp. (i) Indian 153897 14931 168828 3.51 174223 14931 189154 3.93 20326 0.42
(ii) Overseas 6437 18235 24672 0.51 7756 18235 25991 0.54 1319 0.03
b) Individuals (i) Individual shareholders holding nominal share capital up to Rs. 1 lakh 432390 157791 590181 12.25 436155 140796 576951 11.98 (13230) (0.27)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 378502 - 378502 7.86 358347 - 358347 7.44 (20155) (0.42)
c) Others - - - - - - - - - -
IEPF - INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS 109718 - 109718 2.28 122158 - 122158 2.54 12440 0.26
Sub-total(B)(2) 1080944 190967 1271901 26.41 1098639 173962 1272601 26.42 700 0.02
Total Public Shareholding (B)=(B)(1)+ (B)(2) 1084944 191667 1276601 26.61 1102639 173962 1276601 26.61 - -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - - -
Grand Total (A+B+C) 4624786 191661 4816446 100.00 4642480 173966 4816446 100.00 - -

b. Shareholding of Promoters

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% of Change during the year

No. of Shares % to total shares of the Company % of Shares Pledged / encumbered to total Shares No. of Shares % to total shares of the Company % of Shares Pledged / encumbered To total Shares
1 Mr. Manikam Ramaswami (Deceased) 109315 2.27 - 109315 2.27 - -
2 Mrs. Valli M Ramaswami 86148 1.79 - 86148 1.79 - -
3 Ms. Vishala Ramaswami 550 0.01 - 550 0.01 - -
4 Mr. M Ramakrishnan 2 0 - 2 0.00 - -
5 Mr. P Manivannan 2 0 - 2 0.00 - -
6 M/s. Madurai Tara Traders Private Ltd. 776887 16.13 - 776887 16.13 - -
7 M/s. FelsparCredit and Investments Private Ltd. 661126 13.73 - 661126 13.73 - -
8 M/s. Dhanalakshmi Investments Private Ltd. 629343 13.07 - 629343 13.07 - -
9 M/s. Kurunji Investments Private Ltd. 346887 7.20 - 346887 7.20 - -
10 M/s. Chinthamani Investments Private Ltd. 280270 5.82 - 280270 5.82 - -
11 M/s. Nemesis Cotton Trading Company Private Ltd. 136086 2.83 - 136086 2.83 - -
12 M/s. Rhea Cotton Traders Private Ltd. 116660 2.42 - 116660 2.42 - -
13 M/s. Nike Cotton Traders Private Ltd. 115000 2.39 - 115000 2.39 - -
14 M/s. HellenCottonTrading Company Private Ltd. 71950 1.49 - 71950 1.49 - -
15 M/s. Valli AgriIndustries Private Ltd. 55620 1.15 - 55620 1.15 - -
16 M/s. Valli Yarn Processors Private Ltd. 53496 1.11 - 53496 1.11 - -
17 M/s. Vishala Apparels Private Ltd. 30625 0.64 - 30625 0.64 - -
18 M/s. Vishala Knitwear Private Ltd. 29375 0.61 - 29375 0.61 - -
19 M/s. Sri ManikavasagamTrades and Finance Private Ltd. 22501 0.47 - 22501 0.47 - -
20 M/s. EmmarTrades and Finance Private Ltd. 18002 0.37 - 18002 0.37 - -
Total 3539845 73.49 - 3539845 73.49 - -

c. Change in Promoters' Shareholding:

There is no change in promoter's shareholding during FY 2019-20.

d. Shareholding pattern of top ten shareholders (other than Promoters and Directors)

Shareholding at the beginning of the year Cumulative shareholding during the year
Name of the Shareholders Date and Reason for change No. of shares % of total shares of the company No. of shares % of total shares of the company
1 INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS 109718 2.28 109718 2.28
11.09.2019 - Transfer to IEPF 12440 0.26 122158 2.54
At the end of the year (31.03.2020) - - 122158 2.54
2 Mr. MAYUR MANGALDAS KOTHARI 107182 2.23 107182 2.23
19.04.2019 - Market Buying 477 0.01 107659 2.24
26.04.2019 - Market Buying 438 0.01 108097 2.24
27.09.2019 - Market Selling 1000 0.02 107097 2.22
At the end of the year (31.03.2020) 107097 2.22
3 M/s. MUSES COTTON TRADING COMPANY PRIVATE LTD 90484 1.88 90484 1.88
At the end of the year (31.03.2020) 90484 1.88
4 Mr. VIJAY KUMAR KASERA 55387 1.15 55387 1.15
05.04.2019 - Market Buying 5 0.00 55392 1.15
18.10.2019 - Market Buying 5 0.00 55397 1.15
15.11.2019 - Market Buying 13 0.00 55410 1.15
22.11.2019 - Market Buying 30 0.00 55440 1.15
06.12.2019 - Market Buying 11 0.00 55451 1.15
03.01.2020 - Market Buying 1 0.00 55452 1.15
10.01.2020 - Market Buying 2 0.00 55454 1.15
24.01.2020 - Market Buying 9 0.00 55463 1.15
At the end of the year (31.03.2020) 55463 1.15
5 Mr. VINODCHANDRA MANSUKHLAL PAREKH 25351 0.53 25351 0.53
24.05.2019 - Market Buying 1868 0.04 27219 0.57
31.05.2019 - Market Buying 1449 0.03 28668 0.60
16.08.2019 - Market Buying 132 0.00 28800 0.60
30.08.2019 - Market Buying 6090 0.13 34890 0.73
13.09.2019 - Market Buying 951 0.01 35841 0.74
27.09.2019 - Market Buying 1 0.00 35842 0.74
11.10.2019 - Market Buying 5 0.00 35847 0.74
At the end of the year (31.03.2020) 35847 0.74
6 Mr. SANJEEV VINODCHANDRA PAREKH 30894 0.64 30894 0.64
08.11.2019 - Market Buying 125 0.00 31019 0.64
At the end of the year (31.03.2020) 31019 0.64
7 M/s. BRN COMMODITIES AND TRADING CO PRIVATE LTD 29755 0.62 29755 0.62
At the end of the year (31.03.2020) 29755 0.62
8 Mr. MOHAN GUPTA 45000 0.93 45000 0.93
15.11.2019 - Market Selling 21937 0.46 23063 0.48
22.11.2019 - Market Buying 1192 0.02 24255 0.50
29.11.2019 - Market Buying 200 0.00 24455 0.51
06.12.2019 - Market Buying 476 0.01 24931 0.52
20.12.2019 - Market Buying 332 0.01 25263 0.53
07.02.2020 - Market Buying 300 0.01 25563 0.53
14.02.2020 - Market Buying 200 0.01 25763 0.54
13.03.2020 - Market Buying 158 0.00 25921 0.54
At the end of the year (31.03.2020) 25921 0.54
9 M/s. NIRMALBANG SECURITIES PVT. LTD. 0 0.00 0 0.00
15.11.2019 - Market Buying 21937 0.46 21937 0.46
At the end of the year (31.03.2020) 21937 0.46
10 M/s. DAYCO COMMODITY BROKERS LLP 20000 0.42 20000 0.42
At the end of the year (31.03.2020) - - 20000 0.42

e. Shareholding of Directors

Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholder's Name No. of Shares % to Shares of the Company No. of Shares % to Shares of the Company
1 s.Valli M Ramaswami Chairperson and Whole Time Director
Opening Balance as on 01.04.2019 86148 1.78 86148 1.78
Closing Balance as on 31.03.2020 86148 1.78 86148 1.78
2 .P.Manivannan Whole Time Director
Opening Balance as on 01.04.2019 2 0.00 2 0.00
Closing Balance as on 31.03.2020 2 0.00 2 0.00

f. Shareholding of Key Managerial Personnel

Shareholder's Name Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % to Shares of the Company No. of Shares % to Shares of the Company
1 Mr. A. Velliangiri Chief Executive Officer
Opening Balance as on 01.04.2019 0 0 0 0
Closing Balance as on 31.03.2020 0 0 0 0
2 Mr. K. Ganapathi Chief Financial Officer
Opening Balance as on 01.04.2019 0 0 0 0
Closing Balance as on 31.03.2020 0 0 0 0
3 Mr. P. Mahadevan Company Secretary & Compliance Officer
Opening Balance as on 01.04.2019 0 0 0 0
Closing Balance as on 31.03.2020 0 0 0 0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

(Rs. in Lakhs)

Particulars Secured Loans excluding deposits Unsecured Loans Deposit Total Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount 48410 200 - 48610
(ii) Interest due but not paid - - - -
(iii) Interest accrued but not due 17 - - 17
TOTAL (i+ii+iii) 48427 200 - 48627
Change in Indebtedness during the financial year
a) Addition - - - -
b) Reduction 8493 - - -
Net Change (8493) - - (8493)
Indebtedness at the end of the financial year
(i) Principal Amount 39891 200 - 40091
(ii) Interest due but not paid 43 - - 43
(iii) Interest accrued but not due - - - -
TOTAL (i+ii+iii) 39934 200 40134

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole Time Directors and / or Manager : (Rs. inLakhs)

PARTICULARS OF REMUNERATION Mrs.Valli M Ramaswami Chairperson & Whole Time Director Mr. P. Manivannan Whole Time Director TOTAL
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income tax Act 1961 60.00 21.98 81.98
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961
(c) Profits in lieu of salary under section 17(3) of the Income tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
5 Others - PF & Pension 7.20 2.02 9.22
TOTAL 67.20 24.00 91.20
Ceiling as per Companies Act 2013 120.67

 

B. Remuneration to other Directors (Rs. in Lakhs)
Remun Sitting Fees eration Commission Total
I Independent Directors
1 Mr. R. Poornalingam 4.70 - 4.70
2 Mr. Madhavan Nambiar 2.90 - 2.90
3 Mr. B.T. Bangera 5.00 - 5.00
4 Mrs.Vijayalakshmi Rao 2.80 - 2.80
Total(A) 15.40 15.40
II Non Independent Director
1 Mr.B.Vaidyanathan 4.50 - 4.50
Total(B) 4.50 4.50
Grand Total (A+B) 19.90 - 19.90

C. Remuneration to Key Managerial Personnel :

(Rs. in Lakhs)

KEY MANAGERIAL PERSONNEL

PARTICULARS OF REMUNERATION Mr. A Velliangiri Chief Executive Officer Mr. K Ganapathi Chief Financial Officer Mr. P Mahadevan Company Secretary & Compliance Officer TOTAL
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income tax Act 1961 34.92 29.99 10.07 74.98
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961
(c) Profits in lieu of salary under section 17(3) of the Income tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
5 Others - PF & Superannuation 1.94 1.44 0.32 3.70
TOTAL 36.86 31.43 10.39 78.68

VII. PENALTIES / PUNISHMENT / CO MPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority (RD / NCLT / COURT) Appeal made if any
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding