Your Directors have pleasure in presenting the 35 Annual Report of the Company togetherwith audited accounts of the Company for the financial year ended 31 March 2017.
Financial results for the year under review are summarized below:
| ||2016-17 ||2015-16 |
|Particulars ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Income from operations ||25150.59 ||22928.51 |
|Other Income ||608.62 ||667.75 |
|Profit before Interest and Depreciation ||4285.69 ||4565.93 |
|Less: Interest ||574.39 ||677.10 |
|Profit/(Loss) before Depreciation ||3711.30 ||3888.83 |
|Less: Depreciation ||1635.13 ||1372.80 |
|Profit/(Loss) before Tax ||2076.17 ||2516.03 |
|Less: Exceptional item ||- ||65.26 |
|(Add)/Less: Provision for Taxes ||481.59 ||711.47 |
|Profit/(Loss) after Tax ||1594.58 ||1739.30 |
|Add: Balance in Profit & Loss Account ||3545.18 ||2898.30 |
|Balance carried over to balance sheet ||5139.76 ||4637.60 |
Your Directors recommend a dividend of Rs. 2.50 per equity share of Rs.10/- each forthe financial year ended 31 March 2017 which if approved at the forthcoming AnnualGeneral Meeting will be paid to those equity shareholders whose names appear in theRegister of Members as on 28 July 2017 in respect of shares held in physical form and inrespect of shares held in dematerialized form the dividend shall be paid on the basis ofthe beneficial ownership as per the details furnished by the Depositories for this purposeat the end of business hours on 28 July 2017.
SEGMENT WISE PERFORMANCE
Disparity between cotton and yarn prices slow movement of yarn both in the domesticand export markets and un-remunerative prices forced the textile mills to postpone theircapital spending which affected the performance of the division.
The total revenue of this division during 2016-17 was Rs. 1939.37 Lakhs. PBT was Rs.1049.48 Lakhs compared to Rs. 1465.41 Lakhs during the previous year.
The sudden upward movement of cotton prices during the season due to demonitisation andlower exports of yarn out of the country have affected the margins.
This division incurred a net loss of Rs. 201.22 Lakhs compared to profit of Rs. 164.83Lakhs during the previous year.
Wind Energy Division
Due to implementation of the scheduling and forecasting of wind generation and betterwind velocity during the year under review resulted in better performance of the division.
This division has earned a PBT of Rs. 1234.41 Lakhs during the year under reviewcompared to Rs. 652.21 Lakhs during the previous year.
Lesser off take of the capital goods by various industries have affected theperformance of the division. Gear boxes sale is yet to pick up.
This division earned a PBT of Rs. 8.47 Lakhs as against Rs. 159.94 Lakhs during theprevious year.
In view of the slowdown in China and Europe the yarn export was sluggish. Vietnam isemerging as a major yarn supplier to China which also affects India's exports to China. Wecould achieve an export turnover of Rs. 2323.65 Lakhs only during the year under review.
On account of severe competition from the countries like China Bangladesh Pakistanand Vietnam our apparel exports are not growing as expected. More over the cotton pricesare very volatile where as yarn prices are not keeping pace and hence spinning mills areoperating with either thin margins or losses. The prospects for the current year do notindicate major changes. However a silver line is that a bumper cotton crop is expected inview of the normal monsoon and remunerative prices for cotton. This may help in keepingthe cotton prices under check and improve margins.
The Engineering division is expected to perform better and the wind energy division mayalso repeat the performance of the previous year. Implementation of GST will also help usto reduce cost of inputs.
Sri. Sanjay Jayavarthanavelu Director (DIN : 00004505) retires by rotation at theensuing Annual General Meeting being eligible offers himself for re-appointment.
Industrial relations are cordial and your Directors appreciate the co-operationextended by the employees.
Your Company's shares are listed in BSE Limited. The listing fee to the BSE has beenduly paid. The Madras Stock Exchange is in the process of winding up and the Company hasnot received any Bill for the listing fee. The shares are regularly traded in BSE Limitedand were not suspended at any time during the year.
The Company's Auditors M/s. S. Krishnamoorthy & Co. and M/s. Subbachar &Srinivasan Chartered Accountants hold the office till the conclusion of the ensuingAnnual General Meeting.
Out of the statutory Auditors M/s. S. Krishnamoorthy & Co. Chartered Accountantscan hold office till the conclusion of the ensuing Annual General Meeting in terms of 3proviso to subsection (2) of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014. Hence the reappointment is not being broughtup.
The other statutory Auditor M/s. Subbachar & Srinivasan Chartered Accountantswere appointed as Statutory Auditors for a term of five years commencing from thefinancial year 2016-17 who will retire at the conclusion of the Annual General Meeting tobe held in the year 2021 and ratification of the appointment for the financial year2017-18 is placed before the shareholders.
The auditors M/s. Subbachar & Srinivasan Chartered Accountants have confirmedtheir eligibility for continuing as Statutory Auditors of the Company.
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors on therecommendation of the Audit Committee has appointed Sri. G. Sivagurunathan PractisingCost and Management Accountant as the Cost Auditor of the Company for the financial year2017-18.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Sri. M.R.L.Narasimha Practising Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2017-18.
The secretarial audit report for the financial year 2016-17 is enclosed as Annexure 2.
Extract of the annual return as per the provisions of the Companies Act 2013 isenclosed as Annexure 1
The details of the meetings of the Board and Committees and attendance of directors aregiven in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134 of the Companies Act 2013 the Directors of your Companyconfirm that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had 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 end of the financial year and ofthe profit and loss of the Company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Independent Directors have met all the criteria of an Independent Director and theyhave given a declaration to the effect that they have met all the criteria of anindependent director as prescribed in Section 149 of the Companies Act 2013 and the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
The Nomination and Remuneration Policy is enclosed to this annual report.
Directors are eligible to get only sitting fee for attending the Board or Committee orother meetings of Directors. Outstation directors are entitled to get reimbursement of outof pocket expenses incurred by them in connection with the attending of the Board orCommittee or other meetings.
There is no qualification reservation or adverse remarks by the Statutory Auditors intheir audit report or Practising Company Secretary in his secretarial audit report. Theauditors have not reported any fraud to the Audit Committee or to the Board during theyear 2016-17.
Company has not provided any loans guarantees security under Section 186 of theCompanies Act 2013 during the year under review. However the Company has made aninvestment of Rs. 9.93 Crores for purchase of 25000 equity shares of M/s. Lakshmi MachineWorks Limited.
All the transactions entered by the Company during the financial year 2016-17 with therelated parties are in the ordinary course of business and at Arm's length. The details ofmaterial related party transactions are given in form AOC -2 as Annexure 3.
There is no material change and commitment which have occurred between the end of thefinancial year and to the date of the report which affect the financial position of theCompany.
(A) Conservation of Energy
|i. the steps taken or impact of conservation of energy ||The Energy efficient motors and replacement of tube lights with LED bulbs are in progress to reduce energy consumption. |
|ii. the steps taken by the Company for utilizing alternate source of energy ||The Company has utilized 76.53% of its energy requirement through wind power. |
|iii. the Capital investment on energy conservation equipments ||Rs. 8.42 Lakhs |
(B) Technology absorption
|i. Efforts made towards technology absorption : ||-- |
|ii. Benefits derived like product improvement cost reduction : product development import substitution etc. ||Ring spinning m achines are replaced with latest c ompact spinning m achines in a p hased manner for p roduct improvement. |
|iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) : ||-- |
|(a) Details of technology imported. : ||-- |
|(b) Year of import. || |
|(c) Whether the technology been fully absorbed? || |
|(d) If not fully absorbed areas where this has not taken place reasons there for and future plans of action. || |
|iv. The expenditure incurred on Research and Development : ||-- |
(C) Foreign Exchange Earnings and out go
The Foreign Exchange earnings and outgo during the year under review were as follows:
|Foreign Exchange Earned ||: Rs. 849.61 Lakhs |
|Foreign Exchange Outgo || |
|Raw Material imports ||: Rs. 800.02 Lakhs |
|Stores and Spares imports (including advances) ||: Rs. 131.98 Lakhs |
|Capital Imports ||: Rs. 702.02 Lakhs |
|Others ||: Rs. 3.28 Lakhs |
| ||: Rs. 1637.30 Lakhs |
The Company has established a risk management frame work to identify evaluate thebusiness risks and opportunities. The main object of the framework is to minimise theadverse impact of the risks by taking effective mitigation measures to retain the businessadvantages. The identified risks and mitigation measures are reviewed by the concernedHeads and all the risks identified and mitigation measures are placed before the Board.The Board is of the opinion that there is no risk which affects the existence of theCompany.
The CSR Committee consists of three directors out of which two are independentdirectors. The Board has approved the CSR Policy and the same is posted in the website ofthe Company. The Company has spent the entire amount required to be spent during thefinancial year 2016-17. Annual Report on CSR activities is enclosed as Annexure 4.
DISCLOSURE UNDER RULE 8
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board has carried out annualevaluation of its own performance that of its committees and individual directors for thefinancial year 2016-17. The Chairman of the Board has sent a list of criteria as approvedby the Nomination and Remuneration Committee for evaluation of the Board's performancethat of its committees and individual directors to all the Directors. Each Director hasevaluated based on the criteria and communicated the results of the evaluation to theChairman.
There is no change in the nature of business. There is no appointment of Director KeyManagerial Personnel during the year and there is no change in the Key ManagerialPersonnel. However the Wholetime director has been re-designated as Managing Director.
There is no addition or cessation of Subsidiaries Joint ventures or Associates duringthe year 2016-17. The Company has not accepted or holds any deposit from the public ordirectors or shareholders. There is no significant material order passed by the regulatorsor courts or tribunals which affects the going concern status or operations in future.
The Company has established adequate internal control system which is commensurate withits nature and volume of operations. All the independent directors are in the first termof appointment. There is no resignation of the Directors during the year 2016-17.
The Composition of the Audit committee is given in the Corporate Governance Report.Board has accepted all the recommendations made by the Audit Committee during the year2016-17.
Particulars pursuant to Section 197(12) and the relevant rules are given in theAnnexure 5
The Company has established vigil mechanism and adopted whistle blower policy whichprotects persons who uses the mechanism from victimization and allows direct access to theChairman of the Audit Committee if required. The Policy is posted in the website of theCompany.
Based on the recommendation of the Nomination and Remuneration Committee the Board hasapproved the Remuneration Policy of the Company for selection and appointment of Directorsand senior management personnel their remuneration policy on succession plans Boarddiversity and the same is enclosed as Annexure 6 to this report.
A certificate from the Statutory Auditors of the Company regarding the compliance ofconditions of Corporate Governance is enclosed as Annexure 7 to this report.
Information pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014
In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014 the Company has no employee drawing salary exceeding Rs. 102 Lakhsper annum or Rs. 8.50 Lakhs per month during the year under review. No employee has drawnremuneration in excess of the remuneration drawn by the Wholetime / Managing Director andholds by himself or along with his spouse and dependent children not less than two percentof equity share capital of the Company.
List of top 10 employees based on salary drawn in enclosed as Annexure 8 to thisreport.
Company is not paying any commission to the Directors and Whole time Director/ManagingDirector.
Disclosures under the Sexual Harassment of women at work place (Prevention Prohibitionand Redressal) Act 2013
Company has not received any complaint under the Sexual Harrassment of women at workplace (Prevention Prohibition and Redressal) Act 2013 during the year 2016-17.
In line with the requirements of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report CorporateGovernance Report Related Party disclosures are made part of the Annual Report.
A certificate from CEO/CFO interalia confirming the correctness of the financialstatements is also made part of the Annual Report.
The Directors place on record their sincere thanks to all the Principals for theirwhole hearted co-operation and to the bankers of the Company for their financialassistance. Directors also wish to thank the customers for their support and confidencereposed in the Company and to the employees at all levels for their cooperation anddedication.
| ||For and on behalf of the Board |
| ||(Sd.) SANJAY JAYAVARTHANAVELU |
|Coimbatore ||Chairman |
|23 May 2017 ||DIN: 00004505 |