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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Amarjothi Spinning Mills Ltd.

Mar 31, 2024

The Board of Directors of your Company is pleased to present the Thirty Sixth Annual Report on the business and operations of the Company along with the summary of Financial Statements for the year ended 31st March, 2024.

THE STATE OF AFFAIRS OF THE COMPANY, DIVIDEND AND RESERVE fimamciai resi ii ts (Rs.in lakhs)

	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	18945.39	20945.73	20189.09	21014.41
Other Income	62.63	124.32	62.63	132.35
Total Income	19008.02	21070.05	20251.72	21146.76
Less: Total Expenses	17584.75	19464.80	18810.63	19494.91
Profit before Tax	1423.27	1605.25	1441.09	1651.85
Profit after Tax	801.90	1013.07	818.18	1029.68
Surplus brought forward	14557.95	13795.08	14528.17	13966.41
Amount available for appropriation	15359.85	14808.15	15346.35	14996.09
Appropriations to: General Reserve	80.19	101.31	81.82	61.72
Others	33.72	0.00	-1034.46	234.76
Dividend paid	148.50	148.50	148.50	148.50
Previous year Income tax adjusted	9.91	0.39	9.90	22.94
Surplus carried to balance sheet	15087.53	14557.95	16106.87	14528.17
TOTAL	15359.85	14808.15	15346.35	14996.09

STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

During the year under review, the Companyâs revenue from operations (net of GST) has decreased by Rs.2062.03 lakhs over the previous financial year and recorded a revenue of Rs.19008.02 lakhs for the financial year ended 31st March 2024.The profit after tax is Rs. 801.90 Lakhs as against Rs. 1013.07 Lakhs for the previous financial year .However for the last few years the Spinning divisions operations have been affected by various factors viz. wild fluctuation in cotton prices, weak demand for yarn & fabric in overseas markets due to high inflation and recessionary pressures in developed economies, increased food, energy and supply chain costs, supply disruptions leading to higher lead time and costs etc. all of which resulting in disparity between cotton and yarn prices thereby affecting the margins.

1) YARN DIVISION

Your directors inform you that yarn division continues to perform well. We hope that in future also our performance will improve.

2) PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit. In addition to our own dyeing, we process our material in outside dyeing also.

3) WINDMILLS:

Companies windmills are fully utilized for captive consumption of yarn division and processing divisionâs power usage.The wind farm has generated 281.79 Lakhs Kwh as compared to 264.94 Lakhs Kwh of the previous year. The wind availability / velocity were better during initial wind season of the financial year 2023-24 as compared to the last financial year. During the financial year 2023-24, the Company was able to consume power from its own wind farms to the extent of 90% of total power requirement. The income during the year from the Wind Mill Division was Rs.18.54 Crores as against Rs.17.61 Crores of previous year.

FUTURE PROSPECTS:

The Company will continue to perform well in the domestic market. The Company is in the process of implementing several cost saving measures including modernization, which will make the product more competitive.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2023-2024.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the year.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JV COMPANY:

The Company has one wholly owned subsidiary company M/s. RPJ Textiles Ltd., in which our company holds 100% of equity shares. The details are mentioned in AOC-1. The Secretarial Audit report of the Subsidiary company is annexed herewith as ANNEXURE - VIII and forms an integral part of this Report.

KEY UPDATES ON SUBSIDIARIES / ASSOCIATES OF THE COMPANY

The Company had one Associate Firm named Kanagathara Wind Farms in which our company held 26 % for the purpose of captive consumption of wind power. During the year under review, the Associate firm ceased with effect from 07.08.2023. The details are mentioned in Form AOC-1 as annexed as parts of this report vide ANNEXURE-II.

DIVIDEND

The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value) for the year ended 31st March 2024 absorbing a sum of Rs.1,48,50,000/- for the approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the Income-tax Act, 1961 read with the Finance Act, 2020 Dividend income is taxable in the hands of the Members with effect from 1st April, 2020 and the Company is required to deduct tax at source from such dividend at the prescribed rates.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed Dividend relating to the financial year 2016-17, is due for remittance during November, 2024 to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, as per the requirements of the Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) 10381 equity shares of Rs.10/- each on which dividend had remained unclaimed for a period of 7 years have been transferred to the credit of the demat account identified by the IEPF Authority.

GENERAL RESERVE

During the year, your Company has transferred an amount of Rs.80.19 lakhs to the General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2024 was Rs. 6,75,00,000/- comprising 67,50,000 shares of Rs. 10/- each. During the year under review, the company has not made any fresh issue of shares.

LISTING OF SHARES

The Shares of the Company are listed on BSE Limited. Applicable listing fees have been paid up to date. The Shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial Year 2023-2024.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review. ANNUALRETURN:

As required pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed form is available at the web link https://tinvurl.com/Amariothi-Annual-Return-2024 and available in the website of the Company www.amarjothi.net.

NUMBER OF BOARD MEETINGS:

During the year under review Five (5) meetings of the Board of Directors were held. Further details regarding the number of meetings of Board of Directors and Committees thereof and the attendance of the Directors at such meetings are provided under the Corporate Governance Report.

Date of meetings:

29.05.2023 07.08.2023 03.11.2023 09.02.2024 21.03.2024

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that-

a. In the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures from those standards;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating effectively.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub-Section (12) of Section 143 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

under the provisions of the Companies Act, 2013 and the relevant rules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) / Listing Regulationsâ]. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have complied with the requirements of the provisions in relation to Independent Directors Databank as stated in the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time

The Independent Directors have also confirmed that they have complied with the Companyâs Code of Business Conduct & Ethics.

A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

No Independent Director was appointed by the Company during the financial year 2023-24. Regarding the Independent Directors proposed to be appointed at the forthcoming Annual General Meeting, the Board is of the opinion that the integrity, expertise and experience (including the proficiency) of the proposed individuals/candidates is satisfactory.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Nomination and Remuneration Committee of Directors has been formed and has been empowered and authorized to exercise power as entrusted under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (both as amended from time to time). The Company has a policy on Directorsâ / Senior Management appointment and remuneration which specifies criteria for determining the qualification, positive attributes for Senior Management and Directors. The policy also specifies the criteria for determination of independence of a Director and other matters provided under sub-section (3) of Section 178. The above policy has been posted on the website of the Company at - www.amarjothi.net and the web link for the same is https://tinyurl.com/NRC-POLICY

AUDITORS COMMENTS

There are no adverse comments in the reports of Statutory Auditors (appearing elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure IV).

PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS

The Company has not given / made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, during the year under review. Details of investments made in the earlier years have been disclosed in the notes to the financial statements

PARTICULARS OF CONTRACTS WITH RELATED PARTY

The transactions entered by the Company with the related parties during the financial year 2023-24 are in the ordinary course of business and at armâs length basis. The particulars of related party transactions are provided in the form AOC-2 and annexed to the Boardsâ Report as ANNEXURE - III. The Policy on Related Party is available on the Companyâs website at www.amarjothi.net and the web link for the same is https://tinyurl.com/RPT-POLICY

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR (MARCH 31,2024) TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORSâ REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Conservation of Energy, Foreign Exchange Earning and Out Go, Technology Absorption pursuant to section 134(3) (m) of the Act, read with rule 8 sub rule 3 of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE -I which forms part of the report.

RISK MANAGEMENT:

This annual report has got a detailed chapter on management discussion and analysis on risk management stating about risk management by the Company. It is periodically reviewed by the Board. The Companyâs business model has Comprehensive and integrated risk management framework that comprises a clear understanding of strategy, policy initiatives, prudential norms, proactive mitigation, and structured reporting. In addition, the Board periodically reviews and discusses all assets with significant risks, including deliberating on the sector- specific and systemic risks in the business environment. Other key variables monitored for risk are market condition and product costing.

DIRECTORSâ & KEY MANAGERIAL PERSONNEL DIRECTORS:

RE-APPOINTMENT OF RETIRING DIRECTOR

Sri.N.Radhakrishnan (DIN: 00390913), Director who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. The Board recommends his re-appointment in the forthcoming Annual General Meeting.

APPOINTMENT OF INDEPENDENT DIRECTORS

The second term of existing Independent Directors, namely, Dr. V. Subramaniam (DIN: 00781690), Sri. V.T. Subramanian (DIN:02311576) and Sri. M.S. Sivakumar (DIN:06930290) will be ending on 04th September, 2024. The Board places on record deep appreciation for their valuable advice and exceptional guidance. Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board has recommended the appointment of Smt. Iswariya Sidharthan, Smt. Ramasamy Priyanka, Ms. Manonmani Sivasamy and Smt.Megala as Independent Directors of the Company, for a period of 5 years with effect from 03^rd September, 2024 to 02^nd September, 2029 for approval of the Shareholders at the ensuing AGM

The said persons are eligible for appointment/re-appointment in the respective capacity and the Company has received their consent(s) and requisite disclosure(s), etc. Profile of the directors seeking appointment /re-appointment as required to be given in terms of the Secretarial Standards and as per SEBI LODR, forms part of the Notice convening the ensuing 36th AGM of the Company. The Company has received declaration from proposed Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation16 of SEBI Listing Regulations 2015. In the opinion of the Board, the said Directors possess the integrity, expertise and experience including proficiency required for their appointment as Independent Director in the Company.

Throughout the years, the Company has established a robust familiarization process for newly appointed Directors, ensuring they understand their roles and responsibilities in alignment with the requirements of the Companies Act, 2013. The details of familiarization programme for Independent Directors are available on the Companyâs website at the following web link: https://tinyurl.com/Familiarization-ProgrammeID

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARDâS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to and in compliance with the provisions of the Act and Rules made thereunder and as provided in Schedule IV of the Act and the Listing Regulations, the NRC and the Board have carried out an annual evaluation of its own performance, the Directors individually as well as its committees. In terms of section 134(3)(p)of the Act read with rule 8(4) of the Account Rules, the manner in which the evaluation was carried out is provided below.

In a separate meeting of IDs, the performance of the non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria fixed by the Board / NRC.

The functioning of the Board, the Committees and performance of individual Directors was found satisfactory.

In compliance with requirements of the Act and the SEBI Listing Regulations 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination, Remuneration and Committee (âNRCâ)

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of NRC collated the inputs from Directors about his performance as a Director and as Chairman of the Board / Company and as Chairman/Member of the Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation.

B. Criteria of evaluation as approved by the NRC

The aforesaid evaluation was conducted as per the criteria laid down by the NRC was disclosed in the Corporate Governance Report forms part of the annual report.

KEY MANAGERIAL PERSONNEL:

As on 31st March, 2024 following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.

1. Sri. R. Premchander- Managing Director,

2. Sri. R. Jaichander-Whole Time Director,

3. Sri.K.Elango - Chief Financial Officer

4. Smt. M.MohanaPriya. - Company Secretary

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

REMUNERATION OF DIRECTORS & KMP:

other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed to this report as âANNEXURE VIIâ.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to policies, (b) safeguarding of assets, (c) prevention and detection of frauds / errors, (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the financial year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report.

The consolidated net profit for the year was Rs.818.18 lakh as against Rs. 1029.68 lakh. in the previous year. The Companyâs consolidated net worth stood at Rs.19339.72 lakh as on 31st March 2024.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary.

BOARD & AUDIT COMMITTEE:

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY

The composition and attendance of the Audit Committee of the Board of Directors of the Company are disclosed elsewhere in the Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee and there was no incident of deviation from such recommendations during the Financial Year under review.

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof

can be accessed at the web link https://tinyurl.com/AJSM-Whistle-Blower-Policy During the year under review, there were no complaints received under this mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit, the Company is required to spend a sum of Rs.35,20,653/- in the year 2023-24. The Company has spent the amount towards contribution to the Prime Ministers Relief Fund.

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in areas or subject specified in Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company. The Annual Report on Companyâs CSR activities of the Company is furnished in the prescribed format as âANNEXURE Vâto this report. The policy on CSR is available in our company website www.amarjothi.net and the web link for the same is https://tinvurl.com/AMARJOTHI-CSR-POLICY

AUDITORS:

STATUTORY AUDITORS

As the members are aware that our statutory auditor Mr. V.Narayanaswami, Membership No: 023661 was appointed to perform the audit of financial statements of the Company for a period of 5 years from the Financial year 2022-2023 to Financial year 2026-2027 at its Annual General Meeting held on 29th September, 2022.

However, Mr. V.Narayanaswami, Statutory Auditor, vide letter dated January 31,2024, submitted his resignation with effect from 09.02.2024 to the Board through Audit Committee, given the reason that to comply with certain regulations of the Institute of Chartered Accountants of India (ICAI), he have changed his trade name as V.Narayanaswami& Co with FRN No: 027417S, with Sole Proprietor Mr.V.Narayanaswami, Membership No: 023661, from V.Narayanaswami, Membership No: 023661. All other parameters like his PAN, address, GST number remain the same.

To comply with above change, the company informed his resignation as individual auditor Mr.V.Narayanaswami, Membership No: 023661 and appointed him as Statutory Auditor M/s V.Narayanaswami & Co with FRN No: 027417S, with Sole Proprietor Mr.V.Narayanaswami by filling casual vacancy until the conclusion of the ensuing 36^th Annual General Meeting through postal ballot. The Board informed that the resolution as set out in the Postal Ballot notice is approved by the Members of the Company with requisite majority on Thursday, March 14, 2024, being the last date of the Remote E-Voting. The voting results of the postal ballot was filed to stock exchange on 15^th March, 2024.

Subsequently the Board of Directors on the recommendation of Audit Committee in its meeting held on 02^nd August, 2024 approved the appointment of M/s V.Narayanaswami &

Co., Chartered Accountants (Firm Registration No. 027417S) as Statutory Auditors for four consecutive years ie. for Financial Year 2024-25 to FY 2027-28 (i.e. a total term of five consecutive years including FY 2023-24), which is subject to the approval of the shareholders at 36th AGM. The said appointment shall be pursuant to applicable provisions of the Companies Act 2013, SEBI (LODR) Regulations, 2015 and terms as contained in SEBI circular No.CIR/CFD/ CMD/1 /114/2019 dated 18^th October, 2019.

The Audit Report of the Statutory Auditors forms part of the Annual Report. The Auditorsâ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. R.Ramchandar. B.com., FCS., LLB., Company Secretary in Practice (C.P No. 12240) to conduct the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as ANNEXURE - IV and forms an integral part of this Report.

INTERNAL AUDITORS

Mr.M.S.Sivakumar, Chartered Accountant, is appointed as internal auditor of the Company. He has played an important role in strengthening the Systems and internal Controls within the Company.

EXPLANATION AND COMMENTS ON AUDIT REPORT

The report of the Statutory Auditors (appearing elsewhere in this Annual Report) is selfexplanatory having no adverse comments. In respect of the observation made by the Secretarial Auditor during the year under review, the Board took note of the same and advised the concerned officials / department to monitor the compliance requirements minutely and strictly adhere the provisions of the applicable laws/regulations/rules. The Secretarial Audit Report is annexed hereto as Annexure-IV.

Further, the Secretarial Compliance Report for the financial year ended on 31st March 2024 will be filed with the Stock Exchanges in which the Companyâs equity shares are listed.

There were no instances of fraud reported by the Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143 (12) of the Companies Act, 2013.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s. Nagarajan & Co, Practicing Cost Accountants, (Regn. No; 000088) were appointed as Cost Auditors for the financial year 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors

on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2024-25 by the Board of Directors, upon recommendation of Audit Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2023-24, issued by M/s. Nagarajan & Co, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules will be filed within the due date prescribed by the Act.

COSTRECORDS

The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

POSTAL BALLOT

The Company had approached the Shareholders during the year under review through Postal Ballot. The details of Resolution passed through Postal Ballot and the voting pattern for the said Resolution are disclosed in the Corporate Governance Report forms part of the annual report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding compliance of conditions of Corporate Governance provided elsewhere in this Report, forms part of the Directorsâ Report. A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with Regulation 15(2) of the SEBI (LODR) Regulations, 2015 is attached as part of this annual report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2023-24.

Additional Information

As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional information is provided:

a) The details relating to deposits, covered under Chapter V of the Companies Act, 2013.

The Company has not accepted any amount which falls under the purview of Chapter V of the Companies Act, 2013.

b) The details of deposits which are not in compliance with the requirements of Chapter V of the Act.	Not Applicable
c) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.	Nil.
d) The details in respect of adequacy of financial internal controls with reference to the Financial Statements.	The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the financial year 2023-24. The Financial Statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Adairs.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THEEND OF THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION AT THE TIME OF ONE-TIME

SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2023-24, the Company has not made any settlement with its bankers for any loan(s) / facility (ies) availed or / and still in existence.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company by all the customers, shareholders and bankers.

Your directors also place on record their appreciation of the tireless efforts of Team Amarjothi, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERTIY OF THE COMPANY.

By order of the Board

Place : Tirupur (Sd/-) R.PREMCHANDER (Sd/-) R.JAICHANDER

Date : 02.08.2024 Managing Director Joint Managing Director

DIN:00390795 DIN:00390836

Mar 31, 2023

The Board of Directors of your Company are pleased to present the Thirty Fifth Annual Report on the business and operations of the Company along with the summary of Financial Statements for the year ended 31st March, 2023.

THE STATE OF AFFAIRS OF THE COMPANY, DIVIDEND AND RESERVE FINANCIAL RESULTS (^{Rsin lakhs)}

	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	20945.73	25029.27	21014.41	25747.08
Other Income	124.32	163.27	132.35	175.86
Total Income	21070.05	25192.54	21146.76	25922.94
Less: Total Expenses	19464.80	23156.55	19494.91	23753.68
Profit before Tax	1605.25	2035.99	1651.85	2169.26
Profit after Tax	1013.07	2108.91	1029.68	2177.32
Surplus brought forward	13795.08	12053.65	13966.41	12156.56
Amount available for appropriation	14808.15	14162.56	14996.09	14333.88
Appropriations to: General Reserve	101.31	210.89	61.72	210.89
Others	0.00	0.00	234.76	0.00
Dividend paid	148.50	141.75	148.50	141.75
Previous year Income tax adjusted	0.39	14.84	22.94	14.83
Surplus carried to balance sheet	14557.95	13795.08	14528.17	13966.41
TOTAL	14808.15	14162.56	14996.09	14333.88

STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

During the year under review, the Companyâs revenue from operations (net of GST) has decreased by Rs. 4083.54 lakhs over the previous financial year and recorded a revenue of Rs.21070.05 lakhs for the financial year ended 31st March 2023.The profit after tax is Rs. 1013.07 Lakhs as against Rs. 2108.91 Lakhs for the previous financial year.

1) YARN DIVISION

Your directors inform you that yarn division continues to perform well. We hope that in future also our performance will improve.

2) PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit. In addition to our own dyeing, we process our material in outside dyeing also.

3) WINDMILLS:

Companies windmills are fully utilized for captive consumption of yarn division and processing divisionâs power usage. The wind farm has generated 264.97 Lakhs Kwh as compared to

283.66 Lakhs Kwh of the previous year. The wind availability / velocity were better during initial wind season of the financial year 2022-23 as compared to the last financial year. During the financial year 2022-23, the Company was able to consume power from its own wind farms to the extent of 90% of total power requirement. The income during the year from the Wind Mill Division was Rs.17.61 Crores as against Rs.18.55 Crores of previous year.

FUTURE PROSPECTS:

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2022-2023.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the year.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company has one wholly owned subsidiary company M/s.RPJ Textiles Ltd., in which our company holds 100% of equity shares. The details are mentioned in AOC-1. The Secretarial Audit report of the Subsidiary company is annexed herewith as ANNEXURE - VIII and forms an integral part of this Report.

The Company has one Associate Firm named Kanagathara Wind Farms in which our company holds 26 % for the purpose of captive consumption of wind power. The details are mentioned in Form AOC-1 as annexed as a part of this report vide ANNEXURE-II.

DIVIDEND

The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value) for the year ended 31st March 2023 absorbing a sum of Rs.1,48,50,000/- for the approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the Income-tax Act, 1961 read with the Finance Act, 2020. Dividend income is taxable in the hands of the Members with effect from 1st April, 2020 and the Company is required to deduct tax at source from such dividend at the prescribed rates.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed Dividend relating to the financial year 2015-16, is due for remittance during September, 2023 to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, as per the requirements of the Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) 11295 equity shares of Rs.10/- each on which dividend had remained unclaimed for a period of 7 years have been transferred to the credit of the demat account identified by the IEPF Authority.

GENERALRESERVE

During the year, your Company has transferred an amount of Rs.101.31 lakhs to the General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023 was Rs. 6,75,00,000/- comprising 67,50,000 shares of Rs. 10/- each. During the year under review, the company has not made any fresh issue of shares.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial Year 2022-2023.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review. ANNUAL RETURN:

As required pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed form is available at the web link https://tinyurl.com/AmariothiAnnualReturn and available in the website of the Company www.amarjothi.net.

NUMBER OF BOARD MEETINGS:

During the year under review Seven (7) meetings of the Board of Directors were held. Further details regarding the number of meetings of Board of Directors and Committees thereof and the attendance of the Directors at such meetings are provided under the Corporate Governance Report.

Date of meetings:

30.05.2022	13.06.2022	11.08.2022	07.11.2022
01.02.2023	13.02.2023	15.02.2023

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that-

a. In the preparation of the annual accounts for the year ended 31.03.2023, the applicable accounting standards have been followed and there are no material departures from those standards;

b. the Directors have selected such accounting policies and applied them consistently

and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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 the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating effectively.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub-Section (12) of Section 143 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) / Listing Regulationsâ] so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI (LODR) / Listing Regulationsâ]. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have complied with the requirements of the provisions in relation to Independent Directors Databank as stated in the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time

The Independent Directors have also confirmed that they have complied with the Companyâs Code of Business Conduct & Ethics. Board of Directors have evaluated the Independent Directors appointed / re-appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Regulations, 2015 (both as amended from time to time). The Company has a policy on Directorsâ / Senior Management appointment and remuneration which specifies criteria for determining the qualification, positive attributes for Senior Management and Directors. The policy also specifies the criteria for determination of independence of a Director and other matters provided under sub-section (3) of Section 178. The above policy has been posted on the website of the Company at - www.amarjothi.net and the web link for the same is https://tinvurl.com/NRC-POLICY

AUDITORS COMMENTS

There are no adverse comments in the reports of Statutory Auditors (appearing elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure III).

PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS

PARTICULARS OF CONTRACTS WITH RELATED PARTY

The transactions entered by the Company with the related parties during the financial year 2022-23 are in the ordinary course of business and at armâs length basis. The Company had entered material transaction with its wholly owned subsidiary, under Section 188 of the Companies Act, 2013, during the year. The particulars of related party transactions are provided in the form AOC 2 and annexed to the Boardsâ Report as ANNEXURE - III. The Policy on Related Party is available on the Companyâs website at www.amarjothi.net and the web link for the same is https://tinyurl.com/RPT-POLICY

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR (MARCH 31,2023) TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORSâ REPORT.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Conservation of Energy, Foreign Exchange Earning and Out Go,

Technology Absorption pursuant to section 134(3) (m) of the Act, read with rule 8 sub rule 3 of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE -I which forms part of the report.

RISK MANAGEMENT:

EVALUATION OF BOARDâSPERFORMANCE:

On the advice of the Board of Directors, the Nomination and Remuneration Committee of Board of Directors of the Company have formulated the criteria for the evaluation of the performance of Board of Individual Directors, Board, Committees of Directors, Independent Directors, Non-Independent Directors, and the Chairperson of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairperson of the Board of Directors.

DIRECTORSâ & KEY MANAGERIAL PERSONNEL

DIRECTORS:

RE-APPOINTMENT OF RETIRING DIRECTOR

Sri.M.Moorthi (DIN: 06801357), Director who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. The Board recommends his re-appointment in the forthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

As on 31st March, 2023 following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

1. Sri. R. Premchander- Managing Director,

2. Sri. R. Jaichander-Joint Managing Director,

3. Sri.P.Singaravelu - Chief Financial Officer (Till 30.06.2022)

Sri.K.Elango - Chief Financial Officer (from 11.08.2022)

4. Smt. Mohana Priya.M - Company Secretary

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

REMUNERATION OF DIRECTORS & KMP:

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed vide âANNEXURE VIâ and in term of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed to this report as âANNEXURE VIIâ.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year 2022-23, no significant and material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated net profit for the year was Rs.1029.68 lakh as against Rs. 2177.32 lakh. in the previous year. The Companyâs consolidated net worth stood at Rs.18087.75 lakh as on 31st March 2023.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary.

BOARD & AUDIT COMMITTEE:

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY

The composition and attendance of the Audit Committee of the Board of Directors of the Company are disclosed elsewhere in the Annual Report. The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 as explained in the Corporate Governance Report and posted on the website of company and can be accessed at the link https://tinyurl.com/ AJSMWhistleBlowerpolicy . During the year under review, there were no complaints received under this mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit, the Company is required to spend a sum of Rs.34,36,068/- in the year 2022-23. The Company has spent the amount towards contribution to the Prime Ministers Relief Fund.

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in areas or subject specified in Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company. The Annual Report on Companyâs CSR activities of the Company is furnished in the prescribed format as âANNEXURE Vâ to this report. The policy on CSR is available in our company website www.amarjothi.net and the web link for the same is https://tinyurl.com/ AMARJOTHI-CSR-POLICY

AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,2014, Mr. V. Narayanaswami, Chartered Accountant, Coimbatore, (Membership No.023661) were appointed as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of the 34^th Annual General Meeting held on September 29, 2022 till the conclusion of the 39th Annual General Meeting of the Company to be held in year 2027. The Audit Report of the Statutory Auditors forms part of the Annual Report. The Auditorsâ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory.

SECRETARIAL AUDITORS

12240) to conduct the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as ANNEXURE - IV and forms an integral part of this Report.

INTERNAL AUDITORS

Mr.M.S.Sivakumar, Chartered Accountant, is appointed as internal auditor of the Company. He has played an important role in strengthening the Systems and internal Controls within the Company.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s. Nagarajan & Co, Practicing Cost Accountants, (Firmâs Membership No; 000088) were appointed as Cost Auditors for the financial year 2022-23 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2023-24 by the Board of Directors, upon recommendation of Audit Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2022-23, issued by M/s. Nagarajan & Co, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules will be filed within the due date prescribed by the Act.

COST RECORDS

The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

POSTAL BALLOT

During the year under review, the Company has not passed any transaction through Postal Ballot.

CORPORATE GOVERNANCE

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company by all the customers, shareholders and bankers.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERTIY OF THE COMPANY.

By order of the Board

Place : Tirupur (Sd/-) R.PREMCHANDER (Sd/-) R.JAICHANDER

Date : 07.08.2023 Managing Director Joint Managing Director

DIN:00390795 DIN:00390836

Mar 31, 2018

The Directors have pleasure in presenting the Thirtieth Annual Report together with the audited accounts of your Company for the year ended 31st March 2018.

FINANCIAL RESULTS

	2017-2018 Rs.	2016-2017 Rs.
Revenue from Operations	1894514522.87	2168202787.41
Other Income	43714528.21	44713849.88
Total Revenue	1938229051.08	2212916637.29
Less: Total Expenses	1808487817.76	2001064961.97
Profit before Tax	129741233.32	211851675.32
Profit after Tax	119266233.32	137846675.32
Surplus brought forward	793306528.86	689305971.54
Amount available for appropriation	912572762.18	827152646.86
Appropriations to :
General Reserve	11927000.00	13785000.00
CSR Reserve	0.00	3562878.00
Dividend paid including Tax	16248282.00	16248282.00
Previous year Income tax adjusted	3038477.13	249958.00
Surplus carried to balance sheet	881359003.05	793306528.86
TOTAL	912572762.18	827152646.86

STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

The Companyâs sales decreased by 12.62% to Rs.18945.14 Lakhs during the year under review as against Rs.21682.02 Lakhs in the previous year. Profitability of the company also decreased due to this. This reduction resulted due to local market condition.

1) YARN DIVISION

Your Directors inform you that yarn division continues to perform well. We hope that in future also our performance will improve.

2) PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit. In addition to our own dyeing, we process our material in outside dyeing also.

FUTURE PROSPECTS:

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2017-2018.

DIVIDEND

Your Directors are glad to recommend a dividend of Rs. 2.00 per share (20% on the Face value) for the year ended 31st March 2018 absorbing a sum of Rs.1,35,00,000/- for the approval of the share holders at the ensuing Annual General Meeting. The dividend will be free of tax in the hands of shareholders since the Company will be paying the Dividend Distribution Tax at the prescribed rate.

GENERALRESERVE

During the year, your Company has transferred an amount of Rs.1, 19, 27,000.00 to the General Reserve.

CHANGES IN SHARE CAPITAL:

There were no changes in Share Capital of the Company during the Financial Year 2017-2018.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial Year 2017-2018.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES :

The Company has not issued any Sweat Equity Shares during the year under review.

EXTRACT OF ANNUAL RETURN :

As required pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in the Form MGT-9 is annexed as a part of this report vide âANNEXURE VIâ.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2017-18, 4 (Four) Meetings of the Board of Directors of the company were held on as given below. The details of Board Meeting and Attendance of Directors are disclosed in the Corporate Governance Report.

Date of meetings:

29.05.2017

28.07.2017

30.10.2017

31.01.2018

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not provided any Loan/Guarantee during the year under review. However the Company has made investments for a sum of Rs.20,00,000 in M/s. RPJ Textiles Limited as 100% wholly owned subsidiary for the purpose of acquiring raw material and Rs. 74000 in M/s. Premchander Wind Farms Private Limited as 27% share of capital for the purpose of captive consumption of power generated by their wind mills.

RELATED PARTY TRANSACTIONS:

All transactions entered into by the Company with related parties were in the ordinary course of business and on an armâs length basis. The Company did not enter into any material transaction with related parties, under Section 188 of the Companies Act, 2013, during the year. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report, vide Annexure III (i). Further, the Companyâs policy on Related Party Transactions is attached as part of this report, vide Annexure III (ii).

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors for the year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

SECRETARIAL AUDIT:

In terms of Section 204 of the Companies Act, 2013 and the rules there under, the Company has appointed Mr. R.Ramchandar B.com, ACS, LLB as the Secretarial Auditor of the Company. Secretarial Audit Report in Form MR-3 as provided by Mr. R. Ramchandar is annexed to this Report vide âANNEXURE Vâ.

REMUNERATION OF DIRECTORS & KMP:

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed vide âANNEXURE VIIâ.

DETAILS OF DIRECTORS & KMP APPOINTMENT AND RESIGNATION:

1) Mrs. A.Manjusri , company secretary has resigned with effect from 05.05.2017

2) Mrs. K.Mohanapriya, was appointed as Whole Time Company Secretary w.e.f 29.05.2017

DIRECTORS RETIRE BY ROTATION:

Mr. N.Radhakrishnan, retires by rotation and, being eligible, offers himself for re- election.

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year 2017-18, no significant and material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

RISK MANAGEMENT POLICY:

This annual report has got a detailed chapter on management discussion and analysis on risk management stating about risk management by the Company. The Company has in place a Risk Management Policy and the risk management policy is periodically reviewed by the Board. The Companyâs business model has Comprehensive and integrated risk management framework that comprises a clear understanding of strategy, policy initiatives, prudential norms, proactive mitigation and structured reporting. In addition, the Board periodically reviews and discusses all assets with significant risks, including deliberating on the sector- specific and systemic risks in the business environment. Other key variables monitored for risk are market condition and product costing.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated net profit for the year was Rs.12.927 cr. as against Rs. 15.194 cr. in the previous year. The Companyâs consolidated net worth stood at Rs.110.757 cr. as on 31st March 2018.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one wholly owned subsidiary company M/s.RPJ Textiles Ltd., in which our company holds 100% of equity shares. The details are mentioned in AOC-1.

The Company has two Associate Companies M/s.Amarjothi Power Generation & Distribution co. Ltd and M/s.Premchander Wind Farms P ltd., in which our company holds 27.06% shares for the purpose of captive consumption of wind power. The details are mentioned in AOC-1.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary.

REAPPOINTMENT OF INDEPENDENT DIRECTOR:

As there was no vacation of office of Independent Directors, the company did not reappoint any Independent Directors.

DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6).

BOARD & AUDIT COMMITTEE:

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The details regarding Nomination and Remuneration Committee Meeting held during the financial year is annexed to the Corporate Governance Report.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

During the year, the Company adopted a Whistle Blower Policy and established the necessary vigil mechanism for Directors and Employees to report concerns about unethical behavior. The mechanism provides for adequate safeguards against victimization. Further, no person has been denied access to the Audit Committee.

The Whistle Blower Policy is available under the following web site:http://www.amarjothi.net

AUDITORS:

Mr. P.S.Sitaram, B.Sc., F.C.A., Chartered Accountant, Coimbatore, (Membership No.023033), retires and is eligible for re-appointment for the term of 1 (one) year from the conclusion of 30^th Annual General Meeting until the conclusion of 31th Annual General Meeting of the Company. A certificate from the Auditors that they satisfy the Eligibility conditions prescribed under the Companies Act, 2013 and the Rules made there under (including satisfaction of criteria under section 141 of the Companies Act, 2013), has been received from them.

INTERNAL AUDITORS

Mr.M.S Sivakumar, Chartered Accountant, is appointed as internal auditor of the Company. He has played an important role in strengthening the Systems and internal Controls within the Company.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s. Nagarajan& Co, Practicing Cost Accountants, ( Firmâs Membership No; 000088) were appointed as Cost Auditors for the financial year 2017-2018 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2018-19 by the Board of Directors, upon recommendation of Audit Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2017-18, issued by M/s. Nagarajan & Co, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules will be filed within the due date prescribed by the Act.

CORPORATE GOVERNANCE

A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with Reg 15(2) of the SEBI (LODR) Regulations, 2015 is attached as part of this report vide âANNEXURE IIâ.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit, the Company is required to spend a sum of Rs.30,89,798, in the year 2017-18. The Company has paid the amount to the Prime Ministers Relief fund.

List of CSR Activities and Composition of CSR Committee is annexed herewith as âANNEXURE IVâ

CORPORATE SOCIAL RESPONSIBILITY POLICY PREAMBLE

At Amarjothi, CSR policy is to reach out and contribute to the social and economic development of the underserved in which we operate.

We believe in the trusteeship concept and provide skill development, advancement of education, medical relief, research and development, relief of the poor, advancement of any other object of public.

In doing so, we build a better, sustainable way of life for the weaker sections of society and raise countryâs human development index.

CORPORATE SOCIAL RESPONSIBILITY PURPOSE STATEMENT

The Company shall seek to impact the lives of the disadvantaged by supporting and engaging in activities that aim to improve their wellbeing. We are dedicated to the cause of empowering people, educating them and in improving their quality of life. While we will undertake programmes based on the identified needs of the community, education and healthcare shall remain our priority. Across the different programme areas identified by the company, it would be our endeavour to reach the disadvantaged and the marginalised sections of the society to make a meaningful impact on their lives. We are committed to identifying and supporting programmes aimed at:

- Empowerment of the disadvantaged sections of the society through education, access to and awareness about financial services and the like;

- Provision of access to basic necessities like healthcare, drinking water & sanitation and the like to underprivileged;

- Work towards eradicating hunger and poverty, through livelihood generation and skill development; Supporting environmental and ecological balance through afforestation, soil conservation, rain water harvesting, conservation of flora & fauna, and similar programme;

- Promotion of rural sports, nationally recognized sports, paralympic sports and Olympic sports through training of sportspersons;

- Undertake rural development projects;

- Any other programme that falls under CSR purpose listed in SCHEDULE VII of the Companies Act, 2013 amended from time to time which are aimed at the empowerment of disadvantaged sections of the society.

SCOPE

This policy will apply to all projects/programmes undertaken as part the Companyâs Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

GOVERNANCE

The approval of the CSR policy and oversight is the responsibility of the Companyâs Board of Directors. The responsibility of the CSR committee is to formulate the policy and to administer the policy through implementing partner(s) or via self-implementation. The CSR Committee shall provide guidelines for projects/partner selection to the respective HR or CSR teams, wherever applicable. The CSR committee is to ensure that projects/programmes are compliant with regulations and are monitored and reported effectively. As the Companyâs CSR activities evolve, the policy may be revised by the CSR committee and approved by the Board of Directors.

CSR EXPENDITURE

The CSR Committee shall recommend to the Board the amount of expenditure to be incurred on the CSR activities to be undertaken by the company as approved by the Board. In case of any surplus arising out of CSR projects, the same shall not form part of business profits of the Company.

IMPLEMENTATION

The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The Company shall implement its CSR programmes/projects:

1) Through an implementation partner that can be a public charitable trust or a society registered under applicable Acts or a Company registered under Section 8 of the Companies Act 2013; or

2) On its own, through the relevant HR or CSR department or through its own foundation (if applicable) specifically created for implementing its CSR initiatives.

The Company may enter into partnerships or alliances with NGOs, Trusts, or other Corporate Foundations etc. to effectively implement its CSR programmes/projects.

The Company can also implement programme(s) in collaboration with other company(ies), if permissible and feasible in such a manner that the CSR Committee is in a position to report separately on such projects / programs.

The Company can contribute to the Prime Ministerâs National Relief Fund.

The Company shall formulate criteria and procedure for selection, screening and due diligence of its implementing partners.

MONITORING AND REPORTING

The CSR Committee will oversee the implementation and monitoring of all CSR projects/ programmes and periodic reports shall be provided for review to the Board. The Company will institute a well-defined, transparent monitoring and review mechanism to ensure that each CSR project/programme has:

1. Clear objectives developed out of the societal needs that may be determined through need assessment studies and research (secondary or primary);

2. Clear targets, time lines and measurable indicators, wherever possible;

A progress monitoring and reporting framework that is aligned with the requirements of Section 135 of the Companies Act 2013 and the CSR Rules.

PERSONNEL

In term of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed to this report as âANNEXURE VIIIâ.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors confirm that

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts on a going concern basis;

5. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company by all the customers, shareholders and bankers.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERTIY OF THE COMPANY.

By Order of the Board

Place : Tirupur (Sd/-) N. RAJAN (Sd/-) R. PREMCHANDER

Date : 30.05.2018 Chairman Managing Director

DIN: 00390813 DIN: 00390795

Mar 31, 2016

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts of your Company for the year ended 31^s March 2016.

FINANCIAL RESULTS

	2015-2016 Rs.	2014-2015 Rs.
Revenue from Operations	1941350801.71	2014788794.60
Other Income	24757156.00	16457814.74
Total Revenue	1966107957.71	2031246609.34
Less: Total Expenses	1873228523.71	1856165136.16
Profit before Tax	92879434.00	175081473.18
Profit after Tax	86099434.00	132188548.95
Surplus brought forward	614766921.54	511634412.59
Amount available for appropriation	700866355.54	643822961.50
Appropriations to :
General Reserve	8610000.00	13220000.00
CSR Reserve	3362626.00	0
Proposed Dividend - Including Dividend Tax	15836040.00	15836040.00
Surplus carried to balance sheet	673057689.54	614766921.54
TOTAL	700866355.54	643822961.54

STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

The Companyâs sales decreased slightly by 3.48% to Rs.19413.50 Lakhs during the year under review as against Rs.20147.89 Lakhs in the previous year due to fluctuation in market conditions.

i) YARN DIVISION

Your Directors inform you that yarn division continues to perform well. However due to raw material price fluctuation and yarn market fluctuation profitability of the yarn Division have not improved much.

ii) PROCESSING UNIT

The performance of the Processing unit is affected by fluctuation of market conditions in Tirupur.

FUTURE PROSPECTS:

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2015-2016 DIVIDEND

Your Directors are glad to recommend a dividend of Rs. 2.00 per share (20% on the Face value) for the year ended 31st March 2016 absorbing a sum of Rs.1,35,00,000/- for the approval of the share holders at the ensuing Annual General Meeting. The dividend will be free of tax in the hands of shareholders since the Company will be paying the Dividend Distribution Tax at the prescribed rate.

GENERALRESERVE

During the year, your Company has transferred an amount of Rs.86,10,000.00 to the General Reserve

CHANGES IN SHARE CAPITAL:

There were no changes in Share Capital of the Company during the Financial Year 20152016.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial Year 2015-2016.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES :

The Company has not issued any Sweat Equity Shares during the year under review.

EXTRACT OF ANNUAL RETURN :

NUMBER OF BOARD MEETINGS:

During the Financial Year 2015-16, 4 (Four) Meetings of the Board of Directors of the company were held on as given below. The details of Board Meeting and Attendance of Directors are disclosed in the Corporate Governance Report.

Date of meetings:

29.05.2015

30.07.2015

28.10.2015

29.01.2016

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not provided any Loan/Guarantee during the year under review. The Company has not made any investments during the period.

RELATED PARTY TRANSACTIONS:

ANNEXURE -3 - PARTICULARS OF CONTRACTS /ARRANGEMENTS MADE WITH RELATED PARTIES (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 - AOC -2)

The Form pertains to the disclosure of particulars of contracts /arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at armâs length basis:

All transactions entered into by the Company during the year with related parties were on an armâs length basis.

2. Details of material contracts or arrangement or transactions at armâs length basis:

The transactions entered into by the Company during the year with related parties on an armâs length basis were not material in nature.

By Order of the Board

Place : Tirupur (Sd/-) N. RAJAN (Sd/-) R. PREMCHANDER

Date : 27.05.2016 Chairman Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts of your Company for the year ended 31st March 2014

FINANCIAL RESULTS

2013-2014 2012-2013

(Rupees in lacs)

Sales 19810.92 15996.73

Gross Profit 5694.03 3433.20

Less: Depreciation 1593.48 1504.15

Interest 1405.30 1302.31

Provision for taxation(Including 684.00 3682.78 225.43 3031.89

Deferred tax for current year)

Profit for the year 2011.25 401.31

Add: Balance in Profit & Loss A/c 3317.03 3097.93

Previous Year Provision reserved 146.46 -

Surplus available for appropriation 5474.74 3499.24

APPROPRIATION:

Transfer to General Reserve 201.50 41.00

Proposed dividend (Including Dividend Tax) 156.90 141.21

Balance carried to Balance Sheet 5116.34 3317.03

Total 5474.74 3499.24

DIVIDEND

Your Directors are glad to recommend a dividend of Rs. 2.00 per share (20% on the Equity Capital) for the year ended 31st March 2014 absorbing a sum of Rs.1,35,00,000/- for the approval of the share holders at the ensuing Annual General Meeting. The dividend will be free of tax in the hands of shareholders since the Company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The Company''s sales increased by 23.84% to Rs.19810.92 Lacs during the year under review as against Rs.15996.73 Lacs in the previous year.

YARN DIVISION

Your Directors inform you that due to effective planning for purchase of raw material and the Power Savings through Wind Mills the profitability of the yarn Division have improved much.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

The Total Capacity of Wind Mills as on date remains at 17.60 MW, the same as in the Previous year.

The Company is holding 43455 Numbers of Certified Emission Reductions (CERs) as approved by the United Nations Frame work Convention on Climate Change (UNFCCC).

FINANCE

During the year under review the Company has:

a) Availed Fresh Long term loans aggregating to Rs.2625 Lacs funding the purchase of Machineries and Fresh Short Term Loans aggregating to Rs.548 Lacs for Raw Material procurement & Vehicle purchase. Promoters of the Company have brought in the required margin amount for the new loans.

b) Discharged Long Term Loans in full aggregating to Rs.1900 lacs and short term loans in full aggregating to Rs.540 lacs.

The Particulars of such availment and discharges were duly filed with the Statutory Authorities. DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri.M.Moorthi has been appointed as an Additional Director of the Company with effect from 31.01.2014. He is proposed to be appointed as non-executive non-independent director at the ensuing, Annual General Meeting subject to retirement by rotation.

Sri.K.Sriram resigned from Director-ship with effect from 01.04.2014. Your Directors wish to place on record the valuable services rendered by Sri.K.Sriram during his office as Director.

Sri. R. Jaichander retire by rotation at the ensuing annual general meeting and is eligible for re-appointment.

Three of the existing directors namely, Sri. S Sathyanarayanan, Dr. V Subramaniam and Sri. V T Subramanian and two new persons namely Sri. V.Manikandan and Sri.M.S.Sivakumar have been selected for appointment as Independent Directors for a term of 5 consecutive years from the date of the ensuing annual general meeting, as required under Section 149 of the Companies Act, 2013 and Clause 49 of the listing agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a "Going Concern" basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your Company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

There are no employees of the Company who are in receipt of remuneration of Rs.60,00,000 or more per annum if employed throughout the year under review or Rs.5,00,000 or more per month if employed for part of the year under review in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees)Rules,1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished 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 Annexure-I.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the Section on Corporate Governance in the Annual Report.

A certificate from the Auditor of the Company regarding compliance with the conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is furnished in the Section on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Analytical Report as required by the listing agreement is furnished in the Section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, State Bank of Travancore and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

Place : Tirupur N. RAJAN Date : 30.05.2014 Chairman

Mar 31, 2012

TO THE MEMBERS OF AMARJOTHI SPINNING MILLS LIMITED

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the audited accounts of your Company for the year ended 31st March 2012

FINANCIAL RESULTS

2011-2012 2010-2011 (Rupees in lacs)

Sales 12956.48 12399.36

Gross Profit 2951.29 3838.25

Less: Depreciation 1322.28 1193.91

Finance costs 1207.31 1097.07

Provision for taxation (lncluding Deferred tax for current year) 91.62 2621.21 566.95 2857.93

Profit for the year 330.08 980.32

Add: Balance in Profit & Loss A/c 2918.54 2192.69

Surplus available for appropriation 3248.62 3173.01

APPROPRIATION:

Proposed dividend (Including Dividend Tax) 117.68 156.90

Income-tax relating to earlier years 0.00 -0.47

Transfer to General Reserve 33.01 98.04

Balance carried to Balance Sheet 3097.93 2918.54

Total 3248.62 3173.01

DIVIDEND

Your Directors are glad to recommend payment of dividend of 15% on the Equity Capital. The dividend will be free of tax in the hands of shareholders since the company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The company's sales increased by 4.5% to Rs. 12956.48 Lacs during the year under review as against Rs. 12399.36 Lacs in the previous year.

YARN DIVISION

Your Directors inform you that in spite of the increase in raw material prices and the power- cut imposed by the Tamil Nadu Electricity Board, the profitability of the yarn Division has not been affected much.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

The Total Capacity of Wind Mills as on date remains at 17.60 MW, the same as in the Previous year.

Your Directors are happy to inform you that the Company's Clean Development Mechanism (CDM) Project, involving the Company's Wind Mills, for the period from 2007 to 2010 has been approved by the United Nations Frame work Convention on climate change (UNFCCC) and the Company has been given credit for 44342 Numbers of Certified Emission Reductions (CERs).

FINANCE

During the year under review the Company has:

a) Availed Fresh Long term loans aggregating to Rs.275 lacs for funding the purchase of Machineries and Construction of Building and Fresh Short Term Loans aggregating to Rs. 1750 lacs for Raw Material procurement.

b) Discharged Long Term loans in full aggregating to Rs.90 lacs and short term loans in full aggregating to Rs.4600 lacs.

The Particulars of such availement and discharges were duly filed with the Statutory Authorities.

DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri N.Rajan and Dr.V.Subramaniam retire by rotation at this Annual General Meeting and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a "Going Concern" basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

There are no employees of the Company who come under the purview of Sec. 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished 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 Annexure-I.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the section on Corporate Governance in the Annual Report.

A certificate from the Auditor of the company regarding compliance with the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is furnished in the section on Corporate Governance.

MANAGEMENT'S ANALYTICAL REPORT

Management's Analytical Report as required by the listing agreement is furnished in the section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, Punjab National Bank, State Bank of India, State Bank of Travancore, Bank of India and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

Place : Tirupur N. RAJAN

Date : 17.08.2012 Chairman

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the audited accounts of your Company for the year ended 31st March 2011

FINANCIAL RESULTS

2010-2011 2009-2010 (Rupees in lacs)

Sales - 12399.36 - 9858.23

Gross Profit - 3838.25 - 2552.49

Less: Depreciation 1193.91 - 1093.33 -

Interest 1097.07 - 883.30 -

Provision for taxation (Including Deferred tax for current year) 566.95 2857.93 -372.76 1603.87

Profit for the year - 980.32 - 948.62

Add: Balance in Profit & Loss A/c - 2192.69 - 1481.08

Surplus available for appropriation - 3173.01 - 2429.70

APPROPRIATION:

Proposed dividend (Including Dividend Tax) - 156.90 - 142.15

Income-tax relating to earlier years - -0.47 - 0

Transfer to General Reserve - 98.04 - 94.86

Balance carried to Balance Sheet - 2918.54 - 2192.69

Total - 3173.01 - 2429.70

DIVIDEND

Your Directors are glad to recommend payment of dividend of 20% on the Equity Capital as against 18% declared for the year 2009-2010. The dividend will be free of tax in the hands of shareholders since the company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The company's sales increased by 25% to Rs.12399.36 Lacs during the year under review as against Rs.9858.23 Lacs in the previous year.

YARN DIVISION

Your Directors are happy to inform you that in spite of the increase in raw material prices and the power-cut imposed by the Tamil Nadu Electricity Board, the profitability of the yarn Division has increased.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

During the year five more wind mills of 4.25 MW became operational. With this the Total Capacity of Wind Mills as on date has gone up to 17.60 MW.

The Company has sold 40872 CER units (Certified Emission Reductions) for a sum of Rs. 3,15,21,925/- during the year.

FINANCE

During the year under review the Company has:

a) Availed Fresh Long term loans aggregating to Rs.370 lacs for funding the purchase of Machineries and Construction of Building and Fresh Short Term Loans aggregating to Rs.5900 lacs for Raw Material procurement.

b) Discharged Long Term loans in full aggregating to Rs.2851.71 lacs and short term loans in full aggregating to Rs.3375 lacs and

c) Received and settled in full Adhoc working Capital Loans aggregating to Rs.1000 Lacs.

The Particulars of such availment and discharges were duly filed with the Statutory Authorities.

DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri. R. Premchander and Sri.R.Jaichander have been re-appointed as Managing Director & Joint Managing Director respectively of the company for a further period of 5 Years and the approval of Member for the re-appointment and remuneration is being sought at the ensuing Annual General Meeting.

Sri K.Sriram and Sri.V.T Subramanian retire by rotation at this Annual General Meeting and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a ÃGoing ConcernÃ basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

The details regarding employees of the Company who come under the purview of Sec. 217 (2A) of the Companies Act, 1956 are given in Annexure-I to the DirectorÃs report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished 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 Annexure-II.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the section on Corporate Governance in the Annual Report.

A certificate from the Auditor of the company regarding compliance with the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is furnished in the section on Corporate Governance.

MANAGEMENTÃS ANALYTICAL REPORT

ManagementÃs Analytical Report as required by the listing agreement is furnished in the section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, Punjab National Bank, State Bank of India, State Bank of Travancore, Bank of India and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development.

The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

(N. RAJAN) Chairman Place : Tirupur Date : 18.08.2011

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report together with the audited accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

2009-2010 2008-2009

(Rupees in lacs)

Sales 9858.23 9300.31

Gross Profit 2552.49 2071.50

Less: Depreciation 1093.33 977.94

Interest 883.30 578.41 Provision fortaxation (lncluding

Deferred tax for current year) -372.76 1603.87 178.51 1734.86

Profit for the year 948.62 336.64 Add: Balance in Profit & Loss A/c 1481.08 1299.05

Surplus available for appropriation 2429.70 1635.69

APPROPRIATION:

Proposed dividend (Inc luding Dividend Tax) 142.15 118.46

Income-tax relating to earlier years 0 2.49

Transfer to General Reserve 94.86 33.66

Balance carried to Balance Sheet 2192.69 1481.08

Total 2429.70 1635.69

DIVIDEND

Your Directors are glad to recommend payment of dividend of 18% on the Equity Capital as against 15% declared for the year 2008-2009. The dividend will be free of tax in the hands of shareholders since the company will be paying the Dividend Distribution Tax at the prescribed rate.

OPERATIONS

The companys sales Increased to Rs.9858.23 Lacs during the year under review as against Rs.9300.31 Lacs in the previous year.

YARN DIVISION

Your Directors are happy to inform you that in spite of the increase in Raw material prices and the Power Cut imposed by the Tamil Nadu Electricity Board, the profitability of the yarn Division has increased.

PROCESSING UNIT

The performance of the Processing unit has improved and problems arising from the effluent Treatment plants are being sorted out.

WIND MILLS

During the year two more wind mills of 2.50 MW became operational. In addition to this Five more Wind Mills of 4.25 MW have become operational in 2010-11. With this the Total Capacity of Wind Mills as on date has gone up to 17.60 MW. Your Directors are happy to inform you that the Companys Clean Development Mechanism (CDM) Project, involving the Companys wind mills, for the period from 30th January 2003 to 31st December 2006 has been approved by United Nations Frame work Convention on climate Change (UNFCCC) and the Company has been given Credit for 40,872 Numbers of Certified Emission Reductions (CERs). The company has received during the year a sum of Rs.2,08,359/- on sale of Carbon Credits.

FINANCE

During the year under review the Company availed Fresh Long term loans aggregating to Rs.2400 lacs for funding the purchase of Wind Mills and Fresh Short Term Loans aggregating to Rs.1875 lacs for Raw Material procurement.

During the year under review the Company discharged Long Term loans in full aggregating to Rs.257 lacs and short term loans in full aggregating to Rs.2085 lacs and particulars were filed with the Statutory Authorities. During the year the company has received and settled in full Adhoc working Capital Loans aggregating to Rs.375 Lacs.

DEPOSITS

Your Company has not accepted any deposits from the Public.

DIRECTORS

Sri N.Radhakrishnan and Sri.S.Sathyanarayanan retires by rotation at this Annual General Meeting and is eligible for reappointment

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956, your Directors wish to state that:

i) In the preparation of the Annual Accounts for the year, all applicable accounting standards have been followed.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit of the Company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the Annual Accounts on a "Going Concern" basis.

AUDITORS

Sri V.Narayanaswami, M.A., F.C.A., Chartered Accountant, the Auditor of your company, retires at the conclusion of this Annual General Meeting and is eligible for reappointment.

PERSONNEL

There are no employees of your Company who come within the purview of Sec. 217 (2A) of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished 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 Annexure-I.

INDUSTRIAL RELATIONS

The industrial relations have been extremely cordial and the Management thanks all the employees for their continued contribution towards the growth of the organisation.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished in the section on Corporate Governance in the Annual Report.

A certificate from the Auditors of the company regarding compliance with the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is furnished in the section of Corporate Governance.

MANAGEMENTS ANALYTICAL REPORT

Managements Analytical Report as required by the listing agreement is furnished in the section on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the bankers M/s. Bank of Baroda, Karur Vysya Bank Ltd, Punjab National Bank, State Bank of India, State Bank of Travancore, Bank of India and Axis Bank Ltd during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the staff and workers of the Company for its continuous development. The Company extends its thanks to the Central and State Government authorities for their continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERITY OF THE COMPANY.

For and on behalf of the Board of Directors

Place : Tirupur (N. RAJ AN)

Date : 09.08.2010 Chairman

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