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Sri Ramakrishna Mills (Coimbatore) Ltd.

BSE: 521178 Sector: Industrials
NSE: N.A. ISIN Code: INE306D01017
BSE 00:00 | 24 Mar 9.44 0
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NSE 05:30 | 01 Jan Sri Ramakrishna Mills (Coimbatore) Ltd
OPEN 9.44
PREVIOUS CLOSE 9.44
VOLUME 556
52-Week high 15.78
52-Week low 8.25
P/E 0.63
Mkt Cap.(Rs cr) 7
Buy Price 9.44
Buy Qty 443.00
Sell Price 10.95
Sell Qty 556.00
OPEN 9.44
CLOSE 9.44
VOLUME 556
52-Week high 15.78
52-Week low 8.25
P/E 0.63
Mkt Cap.(Rs cr) 7
Buy Price 9.44
Buy Qty 443.00
Sell Price 10.95
Sell Qty 556.00

Sri Ramakrishna Mills (Coimbatore) Ltd. (SRIRAMAKRMILL) - Director Report

Company director report

TO THE SHAREHOLDERS

Dear Shareholders

Your Directors submit the following Report on the working of the Company for the yearended 31.03.2019

After meeting all working expenses interest repairs to machinery and buildings theworking result of the company for the year 2018-19 is given below :- Financial results:

Year Ended

31.03.2019 Rs.in lakhs 31.03.2018* Rs.in lakhs
Profit/(Loss) before Interest and Depreciation 1076.12 (326.25)
Less / Add : Interest 296.77 238.82
Depreciation 34.79 39.38
Profit / (Loss) before Exceptional items 744.56 (604.45)
Exceptional Items - -
Deferred Tax Credit 379.96 220.40
Surplus/(Deficit) after Exceptional Item 364.60 (384.05)
Surplus/(Deficit) carried over to Balance Sheet 364.60 (384.05)

* Figures of 31.03.2018 have been regrouped to conform to accounting Standard Ind AS.

Performance:

The turnover of the company for the year 2018-19 had been Rs.27.36 crores againstRs.14.81 crores in the previous year. The above figures includes Rs.18.33 crores relatingto Real Estate Income. After charging depreciation interest and other overheads thecompany recorded a profit of Rs.7.45 crores which had resulted into Rs.3.80 crores NetProfit on account of Deferred Tax adjustment. After Exceptional items it amounted toRs.3.65 crores.

Future

Companys' textile operation has met with a set back on account of fluctuating cottonprices the global economic slow down weak demand fierce competition and high interestcosts which has seen a poor transmission of rate cuts introduced by RBI. Add to this thelanded cost of imported cotton is lower compared to that of indigenous produce. Howeveras the monsoon is normal the cotton crop during the year may be good and there could besome stability in the cotton price. A slew of measures announced by Textile and FinanceMinistries should help the industry to perform better.

Real Estate Development

After complying with all the requirements of the Directorate of Town and CountryPlanning and Real Estate (Regulation and Development) Act the project was launched on17th August 2018. Since the launching of the project about 40% of the villas and flatshave been completed and the company is optimistic of disposing of the villas as there isgood response to the project. It is expected that the entire project would be completed byDecember 2020.

Management Discussion and Analysis

In terms of the provisions of Regulation 34(3) and Schedule-V of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis is set out in this report. It contains an analysis on the performance of theindustry the Company Internal Control System and Risk management policy.

Board of Directors:

The composition of the Board of Directors of the Company is furnished in the CorporateGovernance Report annexed to this Report.

Sri.N.Jothikumar (DIN: 00028025) Sri.R.Narayanamurthy (DIN : 00028158) andSri.R.Radhakrishnan(DIN : 00028190) had been appointed as Independent Directors of theCompany for 5 years with effect from 29.04.2014. The three independent directors of thecompany viz- Sri. N. Jothikumar (80) Sri. R. Narayanamurthy (81) and Sri. R.Radhakrishnan (76) had resigned from the Board on 27.03.2019 on account of advancing ageand health conditions and there are no other material reasons other than those provided.Subject to the approval of the Members Sri.Ravichandran Dhamodaran (DIN : 00054538)Sri.R.Guru Chandrasekar (DIN : 0008421861) and Sri.A. Surendran (DIN : 00765292) areproposed to be appointed as Independent Directors at the ensuing Annual General Meeting tohold Office for a period of 5 years with effect from 27.09.2019. All the IndependentDirectors have affirmed that they satisfy the criteria laid down under Sec.149(6) of theCompanies Act 2013 and Regulations 16(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The independent directors fulfill the conditions specifiedin the SEBI (LO & DR) Regulations 2015 and are independent of management. Further theCompany's code of conduct suitably incorporates the duties of Independent Directors aslaid down in the Act.

The Company would issue letters of appointment to all the Independent Directors and theterms and conditions of their appointment would be disclosed on the website of thecompany.

In order to comply with certain statutory requirements Sri.P.Muthuswamy (DIN:02651331) who has been Vice President-Operations was appointed as Additional Director bythe Board of Directors at the meeting held on 13.08.2019 whose term expires at the AnnualGeneral Meeting. Subject to the approval of Members he is proposed to be appointed asDirector-Operations with effect from 27.09.2019 for 3 years.

Retirement by rotation:

Smt.L.Nagaswarna (DIN: 00051610) who has been appointed as a Whole time Directorretires by rotation at the ensuing Annual General Meeting of the Company as per the termsof her appointment. The place so vacated by her has to be filled up at the same meeting.The retiring Director is eligible for re-appointment at the ensuing Annual GeneralMeeting. Accordingly a resolution to this effect is included in the Agenda forconsideration of members at the ensuing Annual General Meeting of the Company.

Board Meetings:

During the year Five (5) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report. The intervening period between twoconsecutive meetings was within the period prescribed under the Act.

Meeting of Independent Directors:

During the year one separate meeting of independent directors was held. All theindependent directors were present at this meeting. In the said meeting the independentdirectors assessed the quality quantity and timeliness of flow of information between themanagement and the Board and expressed that the current flow of information and contentswere adequate for the Board to effectively perform its duties.

Board Evaluation

The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been framed by theNomination and Remuneration Committee and approved by the Board. A questionnaireconsisting of certain criteria is adopted for reviewing the functioning and effectivenessof the Board and for identifying possible areas for improvement. Each Board member isrequested to evaluate the effectiveness of the Board dynamics and relationshipsinformation flow decision making of the Directors relationship to Stakeholders Companyperformance company strategy and effectiveness of the whole Board and its variouscommittees on a scale of one to five.

Necessary feed back is provided for improvement in the performance of the Directors andthe functioning of the overall Board and the various committees.

Familiarisation Programme for Independent Directors :

The Company has put in place required programme for independent directors to getfamiliarized with the Organisation and also about their duties and responsibilities.

Key Managerial Personnel:

Sri.D.Lakshminarayanaswamy (DIN:00028118) Managing Director Smt.LNagaswarnaWholetime Director (DIN:00051610) Sri.S.A.Subramanian and Sri.G.Krishnakumar as CompanySecretary and Chief Financial Officer respectively constitute Key Managerial Personnel ofthe Company.

Remuneration Policy:

The policy on appointment remuneration and evaluation criteria for Directors andSenior Management is as per the recommendation of the Nomination and RemunerationCommittee of the Board. The Company recognized that Compensation Policy is an importantand strategic tool in the achievement of vision and goals of the company. It is in keepingwith the performance of the individuals internal equity market trends and industrypractices legal requirements and appropriate governance standards.

The Nomination and Remuneration Committee recommends the remuneration of Directors andSenior Management personnel which is approved by the Board of Directors subject to theapproval of shareholders where necessary.

Audit Committee:

In terms of the provisions of Section 177 of the Act and Regulation 18 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Audit Committee of theBoard was reconstituted to act in accordance with the terms of reference prescribedtherein. Detailed disclosure on composition terms of reference and meetings of the AuditCommittee are furnished in the Corporate Governance Report.

Statutory Auditors:

M/s.C.S.K.Prabhu & Co Chartered Accountants Coimbatore were appointed asStatutory Auditors at the 70th Annual General Meeting held on 28.09.2017 to hold suchOffice for a term of five consecutive financial years from the conclusion of 70th AnnualGeneral Meeting to the conclusion of the 75th Annual General Meeting to be held in theyear 2022 pursuant to the provisions of Section 139 141 and 142 of the Act read withcompanies (Audit & Auditors) Rules 2014. Under the Companies (Amendment) Act 2017 theClause relating to ratification of auditors' appointment by members has been deleted.

Cost Audit:

Ministry of Corporate Affairs (MCA) has vide Notification dated 31st December 2014amended the Companies (Cost Records and Audit) Rules 2014. Accordingly the rules apply tothe Companies which have turnover exceeding the prescribed limits. Since the Company'sturnover is less than the prescribed limit the company is exempt from maintenance of CostRecords and Audit thereof.

Secretarial Audit:

Smt.C.Jayanthi Practising Company Secretary was appointed to conduct the SecretarialAudit of the Company for the Financial year 2018-19 as required under Sec.204 of the Actand Rules made thereunder. The Secretarial Audit Report for the Financial Year 2018-19forms part of the Annual Report as annexure to the Board's Report.

The Board has appointed Smt.C.Jayanthi Practising Company Secretary as SecretarialAuditor of the Company for the Financial Year 2019-20.

Internal Auditor :

The Company continues to engage Smt.Sasirekha Vengatesh Chartered Accountants asInternal Auditors of the Company. The scope of work includes review of processes forsafeguarding the assets of the company review of operational efficiency effectiveness ofsystems and processes and assessing the strength and weaknesses of internal control.Internal Auditors reports are placed before the Audit Committee on a regular basis fortaking suitable action for improvement wherever required.

Directors' Responsibility Statement:

As required under section 134 of the Act it is stated

a. that in the preparation of the annual accounts the applicable accounting standardshad been followed alongwith proper explanation relating to material departures.

b. that the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year (i.e) 31st March 2019 and of the profit of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d. that the directors had prepared the annual accounts on a “going concern”basis.

e. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f. that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively. Related Party Transactions:

All contracts / arrangements / transactions entered into by the company during theFinancial Year with related parties were in the ordinary course of business and on arm'slength basis. During the year the company had not entered into any contracts /arrangements / transactions with related parties which could be considered material inaccordance with the policy of the company on materiality of related party transactions.

Statement giving details of the Contacts / arrangements / transactions with relatedparties is placed before the Audit Committee and the Board of Directors for their approvalon quarterly basis.

Corporate Social Responsibility :

Pursuant to Sec.135 of the Act the Company does not satisfy the eligibility criteriawith regard to networth turnover and net profit and hence the company is not required tocomply with the provisions relating to CSR.

Subsidiary and Associate Companies :

As reported in the 71st Annual Report for the year 2017-18 Doral Real Estates PrivateLtd is a subsidiary of the company since 02.06.2017. Pursuant to the provisions of Sec.129of the Act the consolidated financial statements of the company and the subsidiary hadbeen prepared in the Annual Report for laying before the ensuing Annual General Meeting.Further along with the financial statement of the company a separate statementcontaining the salient features of the financial statement of the subsidiary is attachedto the Annual Report in form AOC1.

Sri.R. Narayanamurthy (DIN : 00028158) was an Independent Director of the company andwas also a Director in the Subsidiary. Consequent to his resignation from the Directorshipin the Company he also ceased to be a Director in the Subsidiary from 27.03.2019.

Pursuant to Regulation 24(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Sri.R.Guru Chandrasekar (DIN : 0008421861) an IndependentDirector of the company has been appointed as Director in the subsidiary company duringthe year.

The company does not have any Associate Company.

Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Actand the Rules framed thereunder.

Energy Conservation Technology Absorption and Foreign Exchange earnings & outgo :

The information on the above stipulated under Sec.134(3)(m) of the Act read with Rule 8of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-I. Particulars ofDirectors Key Management Personnel and Employees:

The information required pursuant to Sec.197 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of DirectorsKey Management Personnel and employees of the Company are provided in the Annual Report.

Corporate Governance

A separate Report on Corporate Governance is attached to this report. A certificatefrom the Auditors of the company confirming compliance with the conditions of CorporateGovernance as stipulated under Regulation 27 and Part-E of Schedule-II of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 is attached to this report.Other Disclosures:

a. Details of loans guarantees and investments under the provisions of Sec.186 of theAct are given as Annexure.

b. The internal control systems and its adequacy are discussed in the ManagementDiscussion and Analysis annexed to the Directors Report.

c. There was no significant material order passed by the Regulators / Courts whichwould impact the going concern status of the company and its future operations.

d. The details forming part of the extract of the Annual Return in Form MGT-9 isannexed to the Directors' Report.

e. The Company has adopted the Whistle Blower Policy for Directors and Employees of theCompany to report concerns about the unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct and ethics. The policy is provided pursuant toReg. 22 and Reg.46(2)e of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. It also provides for adequate safeguard against victimization ofDirectors / Employees who avail of the mechanism and also provide for direct access to theChairman of the Audit Committee in exceptional cases. The policy is also disclosed in theCompany's Website.

f. The Company has adopted a code of conduct for the Board of Directors and SeniorManagement of the company and all of them have affirmed compliance of the same.

g. The Company has in place an Anti Sexual Harassment Pblicy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Necessary mechanism has been put across the company in thisregard to cover all the women employees in the company.

h. As contemplated under Regulation 17(8) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 certificate from MD/CEO Sri.D.Lakshminarayanaswamy &CFO Sri.G.Krishnakumar was placed before the Board of Directors at the meeting held on30.05.2019.

i. Pursuant to Sec.134(3)(l) of the Act there was no significant material changes andcommitments affecting the financial position of the Company has taken place between theend of the financial year of the company and the date of Directors' Report.

General:

Our thanks are due to The South Indian Bank Ltd. for their support and assistance tomeet our business needs.

The Directors appreciate the services rendered by the Officers Staff and the employeesof the Company.

We pray for the Grace of Almighty Sri Jaganatha Pferumal for the prosperity of theCompany

For and on behalf of the Board of Directors
of Sri Ramakrishna Mills (Coimbatore) Limited
Place : Coimbatore D. LAKSHMINARAYANASWAMY
Date : 13.08.2019 Chairman of the meeting
(DIN : 00028118)

ANNEXURE-I TO DIRECTORS' REPORT

Particulars pursuant to provisions of Section 134 of the Companies Act 2013 read withcompanies (Accounts) Rules 2014.

A. Conservation of Energy:

a) Energy Conservation measures taken : None

b) Additional investments and proposals being implemented for reduction of consumptionand consequent impact on cost of production: Proposed to replace the existing motors withenergy efficient motors attached to various machinery.

c) Impact of measures (a) and (b) for reduction of energy consumption and consequentimpact on cost of production:

The proposals implemented in the earlier years are closely monitored.

d) Total energy consumption and energy consumption per unit of production as prescribedin Form-A.

Year Ended

31.03.2019 31.03.2018
(A) Pbwer and Fuel Consumption:
1. Electricity:
a) Purchased:
Units (in lakhs) 26.04 33.18
Total amount (Rs.in lakhs) 203.68 226.85
Rate per Unit (Rs.) 7.82 6.83
b) Own Generation:
i) Through Diesel Generator
Units (in lakhs) -- --
Units per litre of Diesel Oil -- --
Cost/Unit (Rs.) -- --
ii) Through Steam turbine/Generator NIL Nil
2. Coal Not used Not used
3. Furnace Oil Not used Not used
4. Other/internal generation NIL Nil
(B) Consumption per unit of production: Electricity - Units per kg. of yarn 5.89 5.53

B. Technology Absorption:

Efforts made in Technology absorption as per Form B:

The company used indigenous technology only. Being a member of South India TextileResearch Association the company is able to get the benefits of the latest technologyavailable for textile industry

C. Foreign Exchange earnings and Outgo:

Activities relating to exports initiatives taken to increase exports development ofnew export market for products and services and export plans: i. Total foreign exchangeearned and used:

Earned : Export of yarn - in Foreign Exchange (FOB) : NIL
Used : Expenditure in Foreign Currency on account of travelling : Rs. . 107348/-

 

For and on behalf of the Board of Directors
of Sri Ramakrishna Mills (Coimbatore) Limited
Place: Coimbatore D. LAKSHMINARAYANASWAMY
Date : 13.08.2019 Chairman of the meeting
(DIN : 00028118)

ANNEXURE - II

DISCLOSURE PURSUANT TO SEC.197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OFCHAPTER XIII COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

S.No. Name / Designation

Remuneration for the year ended

% increase Ratio of remuneration to Median remuneration
31.03.2019 Rs. in Lakhs 31.03.2018 Rs. in Lakhs
1. D.Lakshminarayanaswamy Managing Director 42.05 42.22 - 41.60
2. L. Nagaswarna Whole Time Director 25.30 24.80 2.0 25.0
3. Median Remuneration 1.01 0.95 6.0 -
4. Total number of permanent Employees - Nos. 131 124 - -
5. Average increase in remuneration is about 11.0%

COMPARISON OF REMUNERATION OF KEY MANAGEMENT PERSONNEL

S.No. Name / Designation

Remuneration for the year ended

Increase or Decrease %
31.03.2019 Rs. 31.03.2018 Rs.
6. S.A. Subramanian - Company Secretary 5.59 L 5.63 L -0.7
G. Krishnakumar - CFO 4.27 L 4.33 L -1.4
7. Performance of the Company :
i) Revenue (in M) 273.63 148.15 84.7
ii) Profit / (Loss) (in M) 74.46 (60.45) -
iii) Market Capitalisation (in M) 103.22 86.27 19.6
iv) F/E ratio 1.386 -Ve -
v) Market quotation per share (Closing) 14.50 12.12 19.6

8. There is no exceptional circumstances for the increase in the Managerialremuneration.

9. Against the Company's performance the remunerations to Key Management Personnel arereasonable and market linked.

10. There is no variable component of remuneration availed by the Directors.

11. No employee received remuneration in excess of the highest paid Director.

12. Remuneration received by the employees is as per the Remuneration Fblicy of theCompany.

13. No employee was in receipt of a remuneration of Rs.60.00 lakhs or more per annum ifemployed throughout the year or Rs.5.00 lakhs or more per month if employed for a part ofthe year.

14. No employee was in receipt of remuneration in the year which is in excess of thatdrawn by Managing Director or Whole Time Director and holding not less than two percent ofthe Equity Share Capital of the Company.