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A Oneindia Venture

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

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Bannari Amman Spinning Mills Ltd.

Mar 31, 2025

Your Directors herewith present the 35^th Annual Report together with Audited accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS:		(Rs. in Lakhs)
	2024 - 25	2023 - 24
Profit before Depreciation	2251.92	59.67
Less: Depreciation	2522.47	2886.58
Profit before Tax from Continuing Operations	(270.55)	(2826.91)
Less :Taxes	(152.77)	(763.65)
Net Profit/(Loss) after Tax from continuing operations	(117.78)	(2063.26)
Profit (loss) from Discontinued Operations (Refer Note no 53)	4390.87	(861.06)
Less :Taxes of Discontinued Operations	587.04	(300.89)
Net Profit/(Loss) after Tax from Discontinued Operations	3803.83	(560.17)
Profit for the period	3686.05	(2623.43)
Add: Other Comprehensive Income	13.38	42.30
Total Comprehensive Income	3699.43	(2581.13)

DIVIDEND

Your Directors have not recommended any dividend for the year 2024-25.

REVIEW OF OPERATIONS

There has been a gradual improvement in the performance of the Company as can be seen from Net Profit/(loss) after Tax from continuing operations which stands @ (Rs.117.78 lakhs) as compared to (Rs.2063.26 lakhs) in the previous year. This can be attributed to improvement in operating efficiency coupled with better demand for Textile & Clothing products.

The Company has considered the assets of the Garment and Processing (R-44 site at SIPCOT, Perundurai) divisions as discontinued operations and classified as assets held for sale/discontinued operations. There is no change in the nature of business during the financial year and until the date of this report.

Unit wise performance of the company :

Spinning Units

During the year under review, the Spinning Units produced 21343.10 tonnes (21503.01 tonnes) and sold 17027.83 tonnes (19349.41 tonnes) of Yarn.

The sales include 135.99 tonnes (291.55 tonnes) by way of export. The total yarn sales amounted to Rs.49204.58 lakhs (Rs.52679.62 lakhs) of which export sales amounted to Rs.402.25 lakhs (Rs.817.63 lakhs). The reduction in export sales is due to weak overseas demand as well as unremunerative prices for cotton yarn during the year.

The Spinning Units produced 7736.36 tonnes (7966.21 tonnes) of saleable waste cotton and sold 8344.36 tonnes (6983.32 tonnes) and the total waste cotton sales of this division amounted to Rs.6799.44 lakhs (Rs.6491.27 lakhs).

Weaving Unit

The Weaving Unit specializes in manufacturing wider-width cotton grey woven fabric. During the year under review, 130.18 lakh metres (127.40 lakh metres) of fabric were produced and 107.91 lakh metres (127.82 lakh metres) of fabric were sold.

The sales include 19.55 lakh metres (32.69 lakh metres) by way of export. The total fabric sales amounted to Rs.10425.73 lakhs (Rs.9130.54 lakhs) of which export sales amounted to Rs.1506.11 lakhs (Rs.2788.59 lakhs).

Home Textile Unit

During the year under review, the Home Textile Unit produced 40.60 lakh pieces (25.22 lakh Pieces) of made ups and sold 34.91 lakh pieces (32.50 lakh pieces) and made fabric sales of 9.02 lakh metres ( 6.03 lakh metres)

The total sales of this unit amounted to Rs.5383.93 lakhs (Rs.4109.22 lakhs) which includes fabric sales amounting to Rs.1601.90 lakhs (Rs.434.82 lakhs).

Knitting Unit

During the year under review, 2239.38 tonnes (4222.34 tonnes) of Knitted fabric were produced and 2085.65 tonnes (3723.52 tonnes) were sold. The total sales of this unit amounted to Rs.6110.89 lakhs (Rs.10835.28 lakhs) of which export sales amounted to Rs.496.13 lakhs (Rs.1595.58 lakhs).

Processing Unit

During the year under review, 2225.45 tonnes (1918.31 tonnes) of fabric were processed on job work basis and 1184.56 tonnes (1075.91 tonnes) of fabric were produced and 1085.47 tonnes (1368.06 tonnes) of fabric were sold. The total fabric sales of this division amounted to Rs.5582.09 lakhs (Rs.5202.28 lakhs).

Wind Mills

The company has 4 windmills of 1250 KW each totaling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 23 windmills, each of 800 KW capacity totaling 18.40 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu. The total installed capacity of Windmills is 23.40 MW and the whole of the wind power generated is captively consumed by the Spinning Units and Weaving Unit.

The windmills produced 322.14 Lakh units of power as against 371.91 Lakh units produced in the last year.

SALE OF SUBSIDIARY AND GARMENTS UNIT etc.

The Board of Directors of the Company at their meeting held on 4th December 2023 approved the MOU for sale of its entire shareholding In its Subsidiary Company, M/s Young Brand Apparel Private Limited (YBAPL) and for the sale of its Garment unit at Palladam and Land & Building at R-44 site in SIPCOT, Perundurai to M/s S P Apparels Limited. The transaction relating to sale of stake in M/s YBAPL has been completed in full in June''2024. In terms of Ind AS 105, the operations of the above units were treated as discontinued operations and accounted accordingly.

PROSPECTS FOR THE FINANCIAL YEAR 2025 - 26

The textile and apparel industry is facing challenges with regard to pricing and hence there is stress on operational Profitability. The export demand is weak on account of factors caused by Geo political tensions. The domestic demand looks promising but pricing concerns remain. Overall the prospects for the current year depends on improvement in prices and the Company''s focus on value added product mix is expected to achieve better performance.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the Financial position of the Company, subsequent to the end of the Financial Year.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or Financial Institution.

PUBLIC DEPOSITS

The Company has no public deposits outstanding at the beginning of the year and, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SHARE CAPITAL

During the year, there is no change in Share Capital of the Company.

PREFERENTIAL ISSUE

The Company, during the year has issued and alloted 42,25,806 Share Warrants aggregating to Rs.26.20 crores to Promoters and other Investors who have paid 25% of the issue size amounting to Rs.6.55 crores and the balance has to be subscribed within 18 months from the date of allotment.

RIGHTS ISSUE

The Company has offered 1,50,79,504 Equity shares of Rs.5/- each on rights basis to the existing equity shareholders in the ratio of 10:43 shares at a price of Rs.27/- including a premium of Rs.22/- each. The issue opened on 13^th May 2025 and closed on 26^th May 2025. Assuming full subscription, the capital structure of our Company as on date of the Letter of Offer, prior to and after the proposed Issue, is set forth below:

(Rs. in Lakhs)
S. No.	Particulars	Aggregate nominal value	Aggregate value at Issue Price
A	Authorised Share Capital
	15,00,00,000 Equity Shares of face value of Rs.5/- each	7,500.00	NA
B	Issued, Subscribed and fully Paid-Up Share Capital before this Issue
	6,48,41,871 Equity Shares of face value of Rs.5/- each	3,242.09	NA
C	Money received towards allotment of 42,25,806 Equity Share Warrants, (face value of Rs.5/- each), being 25% of issue price of Rs.62/- per share warrant	52.82	654.99
D E	Present Rights Issue in terms of the Letter of Offer Up to 1,50,79,504 Equity Shares of Rs.5/- each, each at a premium of Rs.22/- per Equity Share, at an Issue Price of Rs.27/- per Equity share Issued, Subscribed and Paid-Up Share Capital after the Issue 7,99,21,375 Equity Shares of face value of Rs.5/- each*	753.98	4,071.47
D E		3,996.07	NA
		3,996.07	NA
F	Securities Premium Account*

	Before the Issue:	16,081.29
	After the issue:	19,398.78
* Assuming full subscription to the issue.

CORPORATE GOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section is given as part of this Annual Report, on Corporate Governance, Management Discussion and Analysis along with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN

Pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, Annual Return for Financial Year ended on 31st March, 2025, is posted on the website of the Company viz., www.bannarimills.com

DIRECTORS

Sri S V Arumugam, Director, (DIN 00002458), who is longest in the Office, shall retire by rotation at the ensuing Annual General Meeting, he is eligible for re-appointment and seeks re-appointment.

Sri Tharanipathy Rajkumar and Smt Sadhana Vidhya Shankar were appointed as Additional Directors w.e.f 03.09.2024 and special Resolution was passed to confirm their appointment as Independent

Directors by the Shareholders through postal ballot on 04.10.2024 to comply with the requirement under regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015.

Sri S K Sundararaman was appointed as Additional Director w.e.f 03.09.2024 and special Resolution was passed to confirm his appointment as Non Executive Director in Non Independent Director category by the Shareholders through postal ballot on 04.10.2024 to comply with the requirement under regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015.

All independent Directors have given declarations that they have met the criteria of independence as laid down under section 149 (6) of the Companies Act,2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015.

The company has obtained a Certificate from Sri R Dhanasekaran, Company Secretary in Practice certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

KEY MANAGERIAL PERSONNEL

The Company has appointed the following persons as Key Managerial Personnel:

Name of the persons	Designation
Sri S V Arumugam	Managing Director
Sri S Seshadri	Chief Financial Officer
Sri N Krishnaraj	Company Secretary

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri K P Ramakrishnan - Chairman (Non- Executive Independent Director)

2. Smt Priya Bhansali - Member (Non- Executive Independent Director)

3. Sri K Sadhasivam - Member (Non- Executive, Non-Independent Director) and

4. Smt Sadhana Vidhya Shankar - Member (Non- Executive Independent Director)

The Board has implemented the suggestions made by the Audit Committee from time to time.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of Independent Directors are done by the entire Board of Directors including performance and fulfilment of independence criteria specified in the regulation and their independence from the Management. Independent Directors at their meeting without participation, of non-Independent Directors and management considered and evaluated the Boards'' performance, performance of the Chairman and Managing Director.

The Board has carried out an annual evaluation of performance of Board and of individual Directors as

well as the Committees of Directors. The evaluation has been conducted internally in the manner prescribed by Nomination and Remuneration Committee.

BOARD MEETINGS

During the year under review, 7 (seven) Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not furnished /extended any Corporate Guarantee during the year under review. Investments of the Company in the shares of other companies is provided under notes to Balance Sheet appearing in this Annual Report.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics. The policy has been posted in the website of the Company: www.bannarimills.com.

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors have framed a policy setting out the framework for payment of Remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the Corporate Governance Report. The Committee ensures that

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year in the ordinary course of business and the prices were at arm''s length basis. Hence, the provisions of Section 188 (1) of the Companies Act, 2013 are not attracted. Further no materially significant related party transactions were entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee for approval and Board of Directors for their review. The policy on Related Party Transactions is available in the website www.bannarimills.com.

Disclosure of these Transactions in form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as set out below:

Form for 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 arm''s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm''s length basis: Nil

2. Details of material contracts or arrangement or transactions at arm''s length basis: Nil

The Company has borrowed Rs.12.00 Crores (Previous Year Rs.17.00 Crores) as Inter Corporate Deposits from Murugan Enterprise Private Limited, one of the Promoters and Holding Company of the Company. There were no transactions made with any person or entity belonging to promoter/promoter group which holds 10% or more shareholding in the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status and the Company''s operation in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:

a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) Your Directors have 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;

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

e) Your 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) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The present Auditors of the Company M/s P N Raghavendra Rao & Co., Chartered Accountants, (Firm Registration No: 003328S) Coimbatore, were appointed for a term of 5 years, pursuant to the resolution passed by the members at the Annual General Meeting held on 26th September, 2022 and hold Office upto the conclusion of the Annual General meeting to be held in the year 2027. The Company has

received a communication from them confirming their eligibility to continue as Auditors of the Company.

The Auditor''s Report does not contain any qualifications, reservations or adverse remarks requiring any comment by the Board of Directors.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143 (12) of the Companies Act, 2013 and rules made thereunder.

SECRETARIAL AUDIT

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

COST AUDITOR

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2025 - 2026. The Company has maintained such accounts and cost records as required under Section 148 (1) of the Companies Act, 2013.

JOINT VENTURE, ASSOCIATE AND SUBSIDIARIES

The Company has one Subsidiary namely M/s Bannari Infotech Private Limited (formerly Bannari Amman Infinite Trendz Private Limited) as on 31.03.2025.

During the year under review, the following two Companies ceased to be Subsidiaries or Joint Venture of the Company, w.e.f. 5.6.2024.

i. Young Brand Apparel Private Limited (also Joint Venture Company)

ii. Young Brand Global Private Limited (subsidiary of Young Brand Apparel Private Limited)

In accordance with the Section 129 (3) of the Companies Act, 2013, the consolidated Financial Statements of the Company has been prepared which forms part of the Annual Report. A separate statement containing the salient features of the Financial Statements of Subsidiaries in Form AOC-1 (Part A) is ANNEXURE - II.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman and Managing Director of the Company.

The Company has Independent Internal Auditor and an Internal Audit Department, which monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, corrective actions are taken in the respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

STATEMENT ON RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013, the Committee has developed a Risk Management Policy and implemented the same. At present the Company has not identified any element of risk which may be of threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in Schedule VII, recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company. The company has fully spent the amount stipulated under the requirements of the Act. The Company has constituted Corporate Social Responsibility Committee consisting of the following Directors:

1. Sri S V Arumugam - Chairman - Managing Director

2. Sri K P Ramakrishnan - Member - Independent Director

3. Sri K Sadhasivam - Member - Non-Executive, Non-Independent Director

The CSR activities and its related particulars is enclosed as Annexure III

STATUTORY DISCLOSURES

I. Conservation of Energy and others- The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2025, relating to Conservation of Energy, etc., is enclosed as Annexure IV.

II. Remuneration of Directors and other details- The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31st March, 2025 is provided in Annexure V.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the Organisation.

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee (ICC) has constituted to redress complaints of sexual harassment as provided therein. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. No. of complaints received - Nil

b. No. of complaints disposed off - Nil

c. No. of complaints pending as on end of financial year 2024 - 25 - Nil

d. No. of complaints pending for more than 90 days during the

financial year ended 2024-25 - Nil

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels of your company.

Mar 31, 2024

The Directors have pleasure in presenting the 34^th Annual Report together with audited accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS:		(Rs. in Lakhs)
	2023 - 24	2022 - 23
Profit before Depreciation	59.67	(1,794.07)
Less: Depreciation	2,886.58	2,728.98
Profit before Tax from Continuing Operations	(2,826.91)	(4,523.05)
Less :Taxes	(763.65)	(1,382.52)
Net profit after Tax from Continuing Operations	(2,063.26)	(3,140.53)
Profit (loss) from Discontinued Operations (Refer Note no 53)	(861.06)	(526.37)
Less :Taxes of Discontinued Operations	(300.89)	(183.93)
Net profit after Tax from Discontinued Operations	(560.17)	(342.44)
Profit for the period	(2,623.43)	(3,482.97) 66.94
Add: Other Comprehensive Income	42.30	(3,482.97) 66.94
Total Comprehensive Income	-(2,581.13)	(3,416.03)

DIVIDEND

Your Directors have not recommended any dividend for the year 2023-24.

REVIEW OF OPERATIONS

Spinning forms the major Revenue and Profit segment of the Company. Hence performance of Spinning divisions has a significant bearing on the overall performance of the Company. 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. Hence the performance of the Company as a whole was affected during the year leading to a loss of Rs.2623.43 lakhs.

The Company has considered the shares held in Young Brand Apparel Private Limited and the assets of the Garment and Processing Divisions as discontinued operations and classified as assets held for sale/ discontinued operations. There is no change in the nature of business during the Financial year and until the date of this report.

Unit wise performance of the company :

Spinning Units

During the year under review, the Spinning mills produced 21503.01 tonnes (24047.71 tonnes) and sold 19349.41 tonnes (18375.82 tonnes) of Yarn.

The sales include 291.55 tonnes (225.89 tonnes) by way of export. The total yarn sales amounted to Rs.52679.62 lakhs (Rs.59331.40 lakhs) of which export sales amounted to Rs.817.63 lakhs (Rs.844.81 lakhs). The reduction in export sales is due to weak demand during the year.

The Spinning division produced 7966.21 tonnes (8818.71 tonnes) of saleable waste cotton and sold 6983.32 tonnes (8903.13 tonnes) and the total waste cotton sales of this division amounted to Rs.6491.27 lakhs (Rs.8377.18 lakhs).

Weaving Unit

The Weaving Unit specializes in manufacturing wider-width cotton grey woven fabric. During the year under review, 127.40 lakh metres (145.44 lakh metres) of fabric were produced and 127.82 lakh metres (102.46 lakh metres) of fabric were sold.

The sales include 32.69 lakh metres (23.92 lakh metres) by way of export. The total fabric sales amounted to Rs.9130.54 lakhs (Rs.10153.12 lakhs) of which export sales amounted to Rs.2788.59 lakhs (Rs.3126.20 lakhs).

Home Textile Unit

During the year under review, the Home Textile Unit produced 25.22 lakh pieces (38.28 lakh Pieces) of made ups and sold 32.50 lakh pieces (36.68 lakh pieces) and made fabric sales of 6.03 lakh metres ( 3.70 lakh metres)

The total sales of this unit amounted to Rs.4109.22 lakhs (Rs.5086.92 lakhs) which includes fabric sales amounting to Rs.434.82 lakhs (Rs.621.22 lakhs).

Knitting Unit

During the year under review, 4222.34 tonnes (3314.29 tonnes) of Knitted fabric were produced and 3723.52 tonnes (2979.93 tonnes) were sold. The total sales of this unit amounted to Rs.10835.28 lakhs (Rs.10760.65 lakhs) of which export sales amounted to Rs.1595.58 lakhs (Rs.561.61 lakhs). Apart from cotton fabric, the division produced 6.30 lakh meters and sold 5.82 lakh meters of viscose fabric, the sale value of which amounted to Rs.210.53 lakhs.

Processing Unit

During the year under review, 1918.31 tonnes (1890.01 tonnes) of fabric were processed on job work basis and 1075.91 tonnes (1240.20 tonnes) of fabric were produced and 1368.06 tonnes (1600.43 tonnes) of fabric were sold. The total fabric sales of this division amounted to Rs.5202.28 lakhs (Rs.6683.96 lakhs).

Wind Mills

The windmills produced 371.91 Lakh units of power as against 337.51 Lakh units produced in the last year.

The Board of Directors of the Company at their meeting held on 4^th December 2023 has approved the MOU for sale of its entire shareholding in Young Brand Apparel Private Limited (YBAPL), subsidiary of the Company and for sale of its Garment unit at Palladam and land at SIPCOT, Perundurai to SP Apparels Limited. The Company has obtained the approval from the Shareholders of the Company through Postal Ballot on 10^th March 2024 for the disinvestment of shares held in subsidiary company. The Company has received an advance of Rs. 3,250 Lakhs during the year ended 31.03.2024. In terms of Ind AS-105,the operations of the above units were treated as discontinued operations and accounted accordingly.

PROSPECTS FOR THE FINANCIAL YEAR 2024-25

The textile and apparel industry is facing uncertainty and challenges in demand and operational Profitability. The export demand is weak on account of factors discussed earlier. The domestic demand looks promising but pricing concerns remain. Overall the prospects for the current year depends on improvement in demand scenario as well as prices and hence difficult to estimate at this point of time. During the year under review, the Company has entered into Memorandum of Understandings with S.P. Apparels Limited for sale of its Investments in the Subsidiary Viz., Young Brand Apparel Private Limited, a material Subsidiary, for a consideration of Rs. 95 Crores and sale of its garment unit located at Palladam Hi Tech Weaving Park, Palladam and Sale of 6.43 Acres of land with Buildings located at R-44, SIPCOT, Perundurai for a aggregate consideration of Rs. 58 Crores. The amounts realised out of the above transactions are proposed to be utilized for reduction of debts of the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the Financial position of the Company, subsequent to the end of the Financial Year.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or Financial Institution.

PUBLIC DEPOSITS

SHARE CAPITAL

During the year the Authorised Share Capital of the Company was increased from Rs. 50 Crores to Rs. 75 Crores Comprising of 15 Crores of Equity Shares of Rs. 5/- each, with the approval of Shareholders through Postal Ballot.

CORPORATE GOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

your Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

ANNUAL RETURN

Pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, Annual Return for Financial Year ended on 31st March, 2024, is posted on the website of the Company viz., www.bannarimills.com

DIRECTORS

Sri S V Arumugam, (DIN 00002458) will retire by rotation at the ensuing Annual General Meeting, he is eligible for re-appointment and seeks re-appointment.

Sri C Sivasamy was appointed in the Board of Directors of the Company as an Additional Directors w.e.f 28.6.2023 and special resolution was passed to confirm his appointment as an Independent Director by the shareholders in the last Annual General meeting held on 25th September 2023 to comply with requirement under regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015.

Sri K.P Ramakrishnan and Smt Priya Bhansali were appointed as additional Directors w.e.f 29.5.2024 for a term of 5 years in the capacity of Independent Directors subject to the approval of Shareholders. Special resolutions for this purpose are being placed before the ensuing Annual General Meeting, in compliance of the requirement s of the Regulation 17 (1) of SEBI (LODR) Regulations, 2015.

Sri K Sadhasivam, whose appointment as an Independent Director expires on 24.8.2024, on completion of his second term of 5 consecutive years of office as an Independent Director. It is Proposed to appoint him as Non - Executive Director, in Non - Independent Director category. A suitable resolution for his appointment is proposed at the ensuing Annual General Meeting.

Further Sri S Palaniswami and Dr.K Thillainathan appointment as Independent Directors expire on 24.8.2024. The Board places record of the valuable services rendered by them to the Company during their tenure of office.

All the Independent Directors have given declarations that they have met the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The Company has appointed the following persons as Key Managerial Personnel:

Name of the persons	Designation
Sri S V Arumugam	Managing Director
Sri S Seshadri	Chief Financial Officer
Sri N Krishnaraj	Company Secretary

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri S Palaniswami - Chairman (Non- Executive Independent Director)

2. Sri K Sadhasivam - Member (Non- Executive Independent Director) and

3. Dr K R Thillainathan - Member (Non- Executive Independent Director)

The Board has implemented the suggestions made by the Audit Committee from time to time.

EVALUATION OF BOARD OF DIRECTORS

The Board has carried out an annual evaluation of performance of Board and of individual Directors as well as the Committees of Directors. The evaluation has been conducted internally in the manner prescribed by Nomination and Remuneration Committee.

BOARD MEETINGS

During the year under review, 8 (Eight) Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not furnished/extended any Corporate Guarantee during the year under review. Investments of the Company in the shares of other companies is provided under notes to Balance Sheet appearing in this Annual Report.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

RELATED PARTY TRANSACTIONS

Form AOC - 2

1. Details of contracts or arrangements or transactions not at arm''s length basis: Nil

2. Details of material contracts or arrangement or transactions at arm''s length basis: Nil

The company has borrowed Rs.17.00 Crores as Inter Corporate Deposits from Murugan Enterprise Private Limited, one of the Promoters and holding company of the company. There was no transaction made with any person or entity belonging to promoter/promoter group which holds 10% or more shareholding in the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Company''s operation in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:

a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

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

e) Your 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) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The present Auditors of the Company M/s P N Raghavendra Rao & Co., Chartered Accountants, (Firm Registration No: 003328S) Coimbatore, were appointed for a term of 5 years, pursuant to the resolution passed by the members at the Annual General Meeting held on 26^th September, 2022 and hold office upto the conclusion of the Annual General Meeting to be held in the year 2027. The Company has received a communication from them confirming their eligibility to continue as Auditors of the Company.

The Auditor''s Report does not contain any qualifications, reservation or adverse remarks, requiring any comments by the Board of Directors.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143 (12) of the Companies Act, 2013 and rules made thereunder.

SECRETARIAL AUDIT

Pursuant to 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 Dhanasekaran, Practicing Company Secretary to undertake the Secretarial Audit of the Company in respect of the Financial Year 2023-24. The Secretarial Audit report of the Company and its material unlisted subsidiary Viz., Young Brand Apparel Private Limited are annexed herewith as Annexure - I.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

COST AUDITOR

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2024 - 2025. The Company has maintained such accounts and cost records as required under Section 148 (1) of the Companies Act, 2013.

JOINT VENTURE, ASSOCIATE AND SUBSIDIARIES

The Company has following three subsidiaries as on 31.3.2024:

i. Young Brand Apparel Private Limited (also Joint Venture Company)

ii. Young Brand Global Private Limited (Subsidiary of Young Brand Apparel Private Limited)

iii. Bannari Amman Infinite Trendz Private Limited.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

STATEMENT ON RISK MANAGEMENT POLICY

CORPORATE SOCIAL RESPONSIBILITY

Company has constituted Corporate Social Responsibility Committee consisting of the following Directors:

1. Sri S V Arumugam - Chairman - Managing Director

2. Sri S Palaniswami - Member - Independent Director

3. Sri K Sadhasivam - Member - Independent Director

The CSR activities and its related particulars is enclosed as Annexure III

STATUTORY DISCLOSURES

I. Conservation of Energy and others- The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2024, relating to Conservation of Energy, etc., is enclosed as Annexure IV.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the Organisation.

a. No. of complaints filed during the financial year 2023 - 24 - Nil

b. No. of complaints disposed off during the financial year 2023 - 24 - Nil

c. No. of complaints pending as on end of financial year 2023 - 24 - Nil

ACKNOWLEDGEMENT

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 28^th Annual Report together with audited accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL RESULTS : (Rs. in Lakhs)

	2017-2018	2016-2017
Profit before Depreciation	3586.83	4402.52
Less : Depreciation	2823.26	2957.47
Less : Taxes	29.59	324.62
Add : Other Comprehensive Income	2.47	(34.06)
Profit after Tax	736.45	1086.37
Surplus brought forward from last year	3092.02	3309.04
Amount available for appropriation	3828.47	4395.41

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs.1.60/- per equity share of Rs.10/- each to the equity shareholders @16% of the paid up capital.

IMPLEMENTATION OF INDIAN ACCOUNTING STANDARD (Ind AS)

Financial Year 2017-18 is the first year of implementation of Indian Accounting Standard. The Financial Statements for the year ended 31.3.2018 have been prepared in accordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The Financial Statements for the year ended 31.3.2017 have been restated in accordance with Ind AS for comparative purposes. Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed Financial Statements.

REVIEW OF OPERATIONS

During the year under the review, the overall turnover of the company increased by 3.01% when compared with the previous year.

After a stable first quarter, the performance of Spinning Unit and Knitting Unit was affected in the second and third quarters due to demand and supply mismatch resulting in sales of finished goods produced out of higher priced cotton at lower values. The performance of the two divisions improved in the fourth quarter as the outlook for Textile sector turned positive.

The performance of Weaving unit and Processing unit was satisfactory during the year. The Home Textile unit of the Company has stabilised its operations and has registered a turnover of Rs.1833 Lakhs. The Company ventured into Retail marketing under brand name âBitzâ for both innerwear and outer Garments. Though the scope is tremendous, the benefits will accrue only slowly due to the inherent nature of the business.

The unit wise performance of the company is furnished below:

Spinning Division

During the year under review, the Spinning mills produced 27617.98 tonnes (28173.57 tonnes) inclusive of purchased quantity 574.48 tonnes (2148.01 tonnes) of Yarn and sold 22701.45 tonnes (23504.00 tonnes) of Yarn.

The sales include 8233.75 tonnes (11006.80 tonnes) by way of Export. The total yarn sales of this division amounted to Rs. 48076.01 Lakhs (Rs.49587.71 Lakhs) of which export sales amounted to Rs.17293.56 Lakhs (Rs.22715.09 Lakhs) constituting 35.97% (45.81%) of the total yarn sales

The Spinning division produced 8217.57 tonnes (8011.01 tonnes) of saleable waste cotton and sold 7913.97 tonnes (8045.74 tonnes) and the total waste cotton sales of this division amounted to Rs.4884.75 Lakhs (Rs.3746.00 Lakhs ).

The Spinning division traded cotton and made a sales of 63.62 tonnes (234.00 tonnes) amounting to Rs. 95.05 Lakhs (Rs. 452.62 Lakhs ).

Weaving Division

The Weaving division specializes in manufacturing wider-width cotton grey woven fabric. During the year under review, 117.80 Lakh metres (117.39 Lakh metres) of Fabric were produced and 101.49 Lakh metres (112.50 Lakh metres) of fabric were sold.

The sales include 29.95 tonnes (30.46 tonnes) by way of Export. The total fabric sales of this division amounted to Rs.8218.19 Lakhs (Rs.9272.78 Lakhs) of which export sales amounted to Rs.2582.60 Lakhs (Rs. 2063.78 Lakhs).

Home Textile Division

During the year under review, the Home Textile division produced 10.81 Lakh pieces (9.73 Lakh pieces) of made ups and sold 10.69 Lakh pieces (10.13 Lakh pieces).

The total sales of this division amounted to Rs.1806.94 Lakhs (Rs.1206.22 Lakhs) which includes fabric sales 4.68 Lakh metres (2.30 Lakh metres) and the sales amounted to Rs. 691.39 Lakhs (Rs. 354.72 Lakhs)

Knitting Division

During the year under review, 8600.98 tonnes (6515.43 tonnes) of Knitted fabric were produced and 7968.18 tonnes (6341.31 tonnes) were sold. The total sales of this division amounted to Rs. 17405.17 Lakhs (Rs.12291.71 lakhs) of which export sales amounted to Rs.10898.44 Lakhs (Rs.6670.71 lakhs).

Processing and Technical Textiles Division

During the year under review, 3727.65 tonnes (2967.82 tonnes) of fabric were processed on job work basis and 709.54 tonnes (1236.55 tonnes) of fabric were produced and 631.27 tonnes (1137.57 tonnes) of fabric were sold. The total fabric sales of this division amounted to Rs. 2704.16 Lakhs (Rs.4711.83 lakhs).

Apparel Division

During the year under review, 33.29 Lakhs (14.93 lakhs) pieces of Garments were produced and sold 14.28 Lakhs (13.58 Lakhs) pieces. The total sales of this division amounted to Rs.1689.31 (Rs.2704.85 Lakhs).

Wind Mill Division

The Company has 4 windmills of 1250 KW each totaling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the wind power generated is captively consumed by the Spinning Units and Weaving Unit.

The windmills produced 549.11 Lakh units of power as against 583.71 Lakh units produced in the last year.

PROSPECTS FOR THE CURRENT FINANCIAL YEAR 2018-19

Investment to de-bottleneck the production process in Spinning division was undertaken during the year 2017-18 which will result in the yarn production increasing to 90 tonnes per day from the earlier production of 75 tonnes per day. The increased production has already been achieved from the first quarter of current year 2018-19 onwards and coupled with better product mix the profitability of the Spinning units will improve in the years to come. The contribution from Windmills on overall performance of the Company is dependent on availability of Wind of adequate velocity and its evacuation by TANGEDCO.

The performance of Knitting, Processing, Weaving and Home Textiles divisions have stabilized and hence will continue to contribute to the overall performance of the Company. The Company is focusing on Home Textiles as one of the growth area and developing a range of products to increase business volume and margins from this unit.

The Retail division of the Company set up under the brand name âBitzâ commenced operations during the year 2017-18. The Company has appointed distributors in various cities to market the products. The products have been well accepted by the market for their quality. Though the Company is making all out efforts to increase volume, Retailing is a long term proposition and hence the benefits will accrue to the company gradually.

After the introduction of Goods and Service Tax (GST) from 1^st July 2017 onwards, the Government rationalized the Duty Drawback rates, rates under Merchandise Exports from India Scheme (MEIS) and Rebate of State Levies (ROSL) enabling the Industry to revert to normal levels of apparel exports. The policy measures of the Government alongwith improved demand scenario for Textile and Apparel products both in domestic and export markets looks positive for the Company during the current financial year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the Financial position of the company, subsequent to the end of the Financial Year.

PUBLIC DEPOSITS

The company has no public deposits outstanding at the beginning of the year and, the company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CORPORATE GOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section is given on Corporate Governance, Management Discussion and Analysis alongwith a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

ANNUAL RETURN

Annual Return as on Financial Year ended on 31^st March, 2018, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 is posted on the website of the Company viz., www.bannarimills.com

DIRECTORS

During the period under review there were no changes in the Board of Directors.

Sri S V Arumugam, (DIN 00002458) is required to retire by rotation at the ensuing Annual General Meeting, he is eligible for re-appintment and seeks re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

The Company has appointed the following persons as Key Managerial Personnel :

Name of the person	Designation
Sri S V Arumugam	Managing Director
# Sri S Seshadri	Chief Financial Officer
Sri N Krishnaraj	Company Secretary

# Appointed as Chief Financial Officer on 27.6.2018, in the casual vacancy caused by the death of Sri C S Balakumar, Chief Financial Officer on 10.6.2018.

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

The Board has implemented the suggestions made by the Audit Committee from time to time.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of non-Independent Directors and management considered and evaluated the Boards'' performance, performance of the Chairman and Managing Director.

The Board has carried out an annual evaluation of its own performance of the individual Directors as well as the Committees of Directors.

BOARD MEETINGS

During the year under review, Six Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has furnished Corporate Guarantee to Oriental Bank of Commerce by way of security for the credit facilities extended by the bank to Young Brand Apparel Private Limited for a sum of Rs. 11826 lakhs.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year in the ordinary course of business and the prices were at arm''s length basis. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further no materially significant related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Hence reporting in AOC-2 is not made. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The policy on Related Party Transactions is available in the website www.bannarimills.com.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Company''s operation in future.

DIRECTORSâ RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:

a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

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

e) Your 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) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The present Auditors of the Company M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Bangalore (Firm Registration No: 117366W/W-100018), were appointed for a term of 5 years, pursuant to the resolution passed by the members at the Annual General Meeting held on 25^th September, 2017. Pursuant to Section 40 of the Companies (Amendment) Act, 2017, the proviso to Section 139 (1) relating to ratification of appointment of Auditors every year has been omitted. Accordingly, the term of office of present Auditors will be continued without ratification.

There is no audit qualification for the year under review.

SECRETARIAL AUDIT

Pursuant to 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 Dhanasekaran, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as Annexure - I.

No adverse qualifications/comments have been made in the said report by the Practicing Company Secretary.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

COST AUDITOR

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2018 - 2019. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

JOINT VENTURE, ASSOCIATE AND SUBSIDIARIES

During the year the Company has invested Rs.304.95 lakhs in its Joint Venture Company viz., Young Brand Apparel Private Limited (YBA), thereby making YBA a subsidiary of our company.

The Company has three subsidiaries viz., Abirami Amman Mills Private Limited, Accel Apparel Private Limited and Young Brand Apparel Private Limited, as on 31.3.2018. In accordance with the Section 129 (3) of the Companies Act, 2013 the consolidated Financial Statements of the Company has been prepared which forms part of the Annual Report. A separate statement containing the salient features of the Financial Statements of Subsidiaries in Form AOC-1 (Part A ) is furnished :

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has Independent Internal Auditor and an Internal Audit Department which monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

STATEMENT ON RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The Committee has developed a Risk Management Policy and implemented the same. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. At present the Company has not identified any element of risk which may threat the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in schedule VII, recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company. The company has partially spent the amount stipulated under the requirements of the Act. Corporate Social Responsibility Committee constituted consisting of the following Directors

1. Sri S V Arumugam - Managing Director

2. Sri S Palaniswami - Independent Director

3. Sri K Sadhasivam - Independent Director

The CSR activities and its related particulars is enclosed as Annexure II

STATUTORY DISCLOSURES

I. Conservation of Energy and others - The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31^st March 2018 relating to Conservation of Energy, etc., is enclosed as Annexure III.

II. Remuneration of Directors and other details - The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31^st March, 2018 is provided in Annexure IV.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the organisation.

The Company has placed an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints for sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints during the year.

ACKNOWLEDGEMENT

By Order of the Board

S V ARUMUGAM

Coimbatore Chairman & Managing Director

27^th June, 2018 DIN 00002458

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with audited accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS : (Rs. in Lakhs)

2014-2015 2013-2014

Profit before Depreciation 4,580.63 8,105.12

Less: Depreciation 2,666.24 3,500.16

Less : Taxes 631.75 1,448.15

Less : Extra Ordinary Item (Net of Tax Expenses) - -

Profit after Tax 1,282.64 3,156.81

Surplus brought forward from last year 1,540.09 751.92

Amount available for appropriation 2,822.73 3,908.73

Appropriations:

Provision for Equity Dividend 236.31 315.09

Provision for Tax on Dividend 48.11 53.55

Transfer to General Reserve 1,000.00 2,000.00

Surplus carried over to Balance Sheet 1,538.31 1,540.09

Total 2,822.73 3,908.73

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 1.50/- per equity share of Rs. 10/- each to the equity shareholders (@ 15% of the paid up capital).

REVIEW OF OPERATIONS

The overall turnover of the Company has decreased by 2.50% in turnover as compared to the previous year, mainly due to lower off take of finished goods in the market. There is no change in the nature of Business of the Company.

Spinning Division

During the year under review, the Spinning Mills produced 22054.34 tonnes (20700.32 tonnes) inclusive of purchased quantity 885.25 tonnes (1378.53 tonnes) of Yarn and sold 20818.38 tonnes (21050.40 tonnes) of Yarn.

The sales include 11195.79 tonnes (10732.84 tonnes) by way of Export. The total sales of this division amounted to Rs. 48931.22 Lakhs (Rs. 52366.13 Lakhs) of which export sales amounted to Rs. 25398.85 Lakhs (Rs. 25454.37 Lakhs) constituting 51.91% (48.60%) of the total sales.

Weaving Division

The Weaving Division specializes in manufacturing wider-width cotton fabric. During the year under review, 96.40 Lakh Metres (76.23 Lakh Metres) of Fabric were produced and 88.85 Lakh Metres (71.59 Lakh Metres) of Fabric were sold.

Knitting Division

During the year under review, 3176.25 tonnes (1672.42 tonnes) of Knitted fabric were produced and 3224.01 tonnes (1529.40) tonnes were sold. The total sales of this division amounts to Rs. 7367.93 Lakhs (Rs. 3640.95 lakhs) of which export sales amounted to Rs. 1370.13 Lakhs (Rs. 806.07 lakhs).

Processing Division and Technical Textiles Division

During the year under review, 768.54 tonnes (583.32 tonnes) of fabrics were processed and the total processing charges of this division amounts to Rs. 614.62 Lakhs (Rs. 464.13 lakhs).

Garment Division

During the year under review, 9.10 lakhs (7.46 lakhs) pieces of Garments were produced and sold 8.68 lakhs (7.09 lakhs) pieces. The total sales of this division amounts to Rs. 3572.56 lakhs (Rs. 3192.49 lakhs) of which export sales amounted to Rs. 3533.38 lakhs (Rs. 3143.25 lakhs).

Wind Mill Division

The company has 4 windmills of 1250 KW each totaling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning and Weaving Unit.

The windmills produced 449.40 Lakh units of power as against 492.39 Lakh units produced in the last year.

PROSPECTS FOR THE CURRENT YEAR

The parity between the cost of inputs and realization on finished products is expected to be favorable. Installation of new machinery in value added divisions will increase business volume and profit margin. Overall performance of your company is expected to be satisfactory.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the financial position of the Company, subsequent to the end of the Financial Year.

PUBLIC DEPOSITS

The company has no public deposits outstanding at the beginning of the year and the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CORPORATE GOVERNANCE

In line with requirements of Clause 49 of the Listing Agreement our Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section on Corporate Governance, Management Discussion and Analysis alongwith a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on Financial Year Ended on 31st March, 2015, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report, in Form MGT - 9 is enclosed as Annexure - I

DIRECTORS

Smt S Sihamani (DIN 06945399), was appointed as Additional Director (Woman Director) u/s 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with effect from 1.9.2014. She holds office upto the date of ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Further, Smt S Sihamani, fulfills the criteria required for being appointed as an Independent Director and recommended to be appointed as an Independent Director of the Company for a term of five consecutive years from date of the ensuing Annual General Meeting.

Sri S V Arumugam, Managing Director (DIN 00002458) is required to retire by rotation at the ensuing Annual General Meeting, he is eligible and seeks re-appointment.

The term of office of Sri S V Arumugam as Managing Director expires on 26.6.2015. The Board of Directors on the recommendation of Nomination and Remuneration Committee, have appointed him for a further period of 5 years and approved the remuneration payable to him. Such appointment and payment of remuneration are subject to approval of shareholders in the ensuing Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

The Company has appointed the following persons as Key Managerial Personnel during the year.

Name of the persons Designation

Sri S V Arumugam Managing Director

Sri C S Balakumar Chief Financial Officer

Sri N Krishnaraj Company Secretary

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

The Board has implemented the suggestions made by the Audit Committee from time to time.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without participation of non-independent directors and management considered and evaluated the Boards' performance, performance of the Chairman and Managing Director.

The Board has carried out an annual evaluation of its own performance, of the individual directors as well as the Committees of Directors.

BOARD MEETINGS

During the year under review, four Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report of Clause 49 of the Listing Agreement forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees governed under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics. The policy has been posted in the website of the Company: www.bannarimills.com.

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors have framed a policy setting out the framework for payment of Remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the Corporate Governance Report. The Committee ensures that

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year in the ordinary course of business and the prices were at arm's length basis Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further no materially significant related party transactions were made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Hence reporting in AOC-2 is not required. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee and Board of Directors for their review. The policy on Related Party Transactions is available in the website www.bannarimills.com.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Company's operation in future.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:

a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) Your Directors have 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;

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

e) Your 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) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co., Chartered Accountants, Coimbatore, were appointed for a term of 3 years, pursuant to the resolution passed by the members at the Annual General Meeting held on 25th August, 2014. A resolution ratifying their appointment in terms of Section 139 is also placed before the shareholders for their approval at the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to 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 Dhanasekaran, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as Annexure - II

No adverse qualifications/comments have been made in the said report by the Practicing Company Secretary.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2015 - 2016 with remuneration. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

SUBSIDIARY

During the year under review, Abirami Amman Mills Private Limited ceased to be a subsidiary of your company. Further the policy determining 'material' subsidiary is available in the website www.bannarimills.com.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee & to the Chairman & Managing Director.

The Company has an Internal Audit Department which monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, corrective actions are taken in the respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

STATEMENT ON RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The Committee has developed a Risk Management Policy and implemented the same. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

At present the Company has not identified any element of risk which may threat the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted Corporate Social Responsibility Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in Schedule VII, recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company. The Company has partially spent the amount stipulated under the requirements of the Act. Corporate Social Responsibility Committee constituted consisting of the following Directors with effect from 21.5.2014.

Sri S V Arumugam - Managing Director

Sri S Palaniswami - Independent Director

Sri K Sadhasivam - Independent Director

The CSR activities and its related particulars is enclosed as Annexure III

STATUTORY DISCLOSURES

I. Conservation of Energy and others - The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2015 relating to Conservation of Energy, etc., is enclosed as Annexure IV.

II. Remuneration of Directors and other details- The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is provided in Annexure V.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the organisation.

The Company has placed an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints for sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints received for disposal off during the year.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

By Order of the Board

Coimbatore S V ARUMUGAM

30th May, 2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with audited accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

(Rs. in Lakhs)

2013-2014 2012-2013

Profit before Depreciation 8,105.12 7,648.07

Less: Depreciation 3,500.16 3,575.65

Less : Taxes 1,448.15 1,340.61

Less : Extra Ordinary Item (Net of Tax Expenses) - -

Net Profit 3,156.81 2,731.81

Surplus brought forward from last year 751.92 -611.25

Amount available for appropriation 3,908.73 2,120.56 Appropriations:

Provision for Equity Dividend 315.09 315.09

Provision for Tax on Dividend 53.55 53.55

Transfer to General Reserve 2,000.00 1,000.00

Surplus carried over to Balance Sheet 1,540.09 751.92

Total 3,908.73 2,120.56

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 2/- per equity share of Rs.10/- each to the equity shareholders (Last year Rs. 2/- per share of Rs. 10/- each). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS

Your Company has achieved an increase of 25% in turnover as compared to the previous year with improved working results

Spinning Division

The Spinning Mills produced 20,700.32 tonnes (17,563.29 tonnes) and purchased 1,378.53 tonnes (226.97 tonnes) of Yarn and sold 21,050.40 tonnes (17,286.64 tonnes) of Yarn. Sales include 10,732.84 tonnes (9,337.58 tonnes) by export of yarn.

The total sales of this division amounted to Rs. 52,366.13 Lakhs (Rs. 40,210.94 Lakhs) of which export sales amounted to Rs. 25,454.37 Lakhs (Rs. 20,499.79 Lakhs) constituting 48.60% (50.98%) of the total revenue.

Weaving Division

The Weaving Division specializes in manufacturing wider width cotton fabric. During the year under review, 76.23 Lakh Metres (61.27 Lakh Metres) of Fabric were produced and 71.59 Lakh Metres (69.58 Lakh Metres) of Fabric were sold.

Knitting Division

During the year under review, 1672.42 tonnes of Knitted fabric were produced and 1529.40 tonnes were sold. The total sales of this division amounted to Rs. 3640.95 Lakhs of which export sales accounted for Rs. 806.07 Lakhs.

Processing Division and Technical Textiles Division

During the year under review, 583.32 tonnes (previous year - Nil) of fabrics were processed and the total processing charges earned by this division was Rs. 464.13 lakhs, 4.82 Lakhs (8.35 Lakhs) Meters of canvas were produced and 2.54 Lakhs (6.28 Lakhs) meters of canvas were sold. It also produced 1.49 Lakhs (0.37 Lakhs) meters of breathable water proof fabric and 0.05 Lakhs (0.74 Lakhs) meters were sold.

Garment Division

7.46 Lakhs (4.86 Lakhs) pieces of Garments were produced and sold 7.09 Lakhs (5.14 Lakhs) pieces. The total sales in this division amounted to Rs. 3192.49 Lakhs (Rs.1934.63 lakhs) of which export sales accounted for Rs. 3143.25 Lakhs (Rs. 1894.35 Lakhs).

Wind Mill Division

The Company has 4 windmills of 1250 KW each totaling 5MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units and Weaving Unit.

The windmills produced 492.39 Lakh units of wind energy as against 618.25 Lakh units produced in the last year.

The lower production/consumption of power is on account of Non- availability of grid facilities and non- evacuation.

Prospects for the Current Year

The parity between the cost of inputs and realisation on finished products is expected to be favourable.

Improved margins are anticipated from value added products. The power supply position has improved. Overall performance of your company is expected to be satisfactory.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri V Venkata Reddy ceased to be a Director of the Company by resignation with effect from 30.5.2013 owing to his pre-occupations and other busy schedules. The Board of Directors wish to place on record their appreciation for the valuable services rendered by Sri V Venkata Reddy during his tenure of office as Director in the growth of the Company.

INDEPENDENT DIRECTORS

In compliance of the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges in which the Companies shares are listed, Independent Directors are required to be appointed for a term not exceeding 5 years at a time besides the other requirements. Accordingly the Board of Directors have proposed to appoint Sri K N V Ramani and Sri C S K Prabhu, Directors, who are retiring by rotation at the ensuing Annual General Meeting, as Independent Directors for a Term of 5 consecutive years, i.e. upto 24.8.2019. Further, Dr K R Thillainathan, Sri S Palaniswami and Sri K Sadhasivam Directors are proposed for appointment as Independent Directors of the Company for a Term of five consecutive years, i.e. upto 24.8.2019. Your Directors recommend their appointment.

Details of the proposal for appointment of the above Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 annexed to the Notice of the ensuing Annual General Meeting

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director''s report is furnished as Annexure I

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

The particulars required to be included in terms of Section 217(1) (e) of the Companies Act, 1956 read

with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure -II.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable Accounting Standards in the preparation of annual accounts;

(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 at the end of the financial year 2013-2014 and of the profit of the Company for that period;

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In line with requirements of Clause 49 of the Listing Agreement our Company is committed to the principles of good Corporate Governance and continue to adhere good corporate governance practices consistently.

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Sri M Nagarajan, Cost Accountant, Coimbatore has been appointed as Cost Auditor to conduct Cost Audit of the Company for the financial year 2013 - 2014 with the approval of Central Government.

SUBSIDIARY

The Financial Statements of the Company''s subsidiary Viz., Abirami Amman Mills Private Limited, have been annexed to this report alongwith the other required disclosures.

A Statement pursuant to Section 212 (1) (e) of the Companies Act, 1956, containing the prescribed particulars in respect of the above subsidiary is enclosed as Annexure - III to this report.

As required by listing agreement the Company has prepared the consolidated financial statements of the company and its subsidiary pursuant to Accounting Standard 21.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

CORPORATE SOCIAL RESPONSIBILITIES

The Company envisages to improve education in rural areas in and around the factories of the Company by providing various facilities in Government schools as part of its social responsibility.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

By Order of the Board

Coimbatore S V ARUMUGAM

21st May, 2014 Chairman & Managing Director

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with audited accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs in Lakhs)

2012-2013 2011-2012

Profit before Depreciation 7,648.08 326.47

Less: Depreciation 3,575.65 3,722.63

Less : Taxes 1,340.61 -1,758.55

Less : Extra Ordinary Item (Net of Tax Expenses)

Profit after Tax 2,731.8 1 -1,637.61

Surplus brought forward from last year -611.25 1,026.36

Amount available for appropriation 2,120.56 -611.25

Appropriations:

Provision for Equity Dividend 315.09

Provision for Tax on Dividend 53.55

Transfer to General Reserve 1,000.00

Surplus carried over to Balance Sheet 751.92

Total 2,120.56

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 2 per equity share of Rs. 10/- each to the equity shareholders (Last year Nil per share of Rs. 10/- each). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS

Spinning Division

During the year under review, the Spinning Mills produced 17790.26 tonnes (14696.59 tonnes) inclusive of purchased quantity 226.97 tonnes (56.68 tonnes) of Yarn and sold 17286.64 tonnes (16136.67 tonnes) of Yarn. The sales include 9337.58 tonnes (8603.05 tonnes) by way of Export. The total sales of this division amounted to Rs. 40210.94 Lakhs ( Rs. 34489.74 Lakhs) of which export sales amounted to Rs. 20499.79 Lakhs ( Rs. 18382.30 Lakhs) constituting 50.98% (53.30%) of the total revenue.

Weaving Division

The Weaving Division specializes in manufacturing wider-width cotton fabric. During the year under review, 61.28 Lakh metres (66.93 Lakh Metres) of Fabric were produced and 69.58 Lakh Metres (70.21 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KW each totaling 5MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units. The windmills produced 618.25 Lakh units of wind energy as against 528.55 lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review, 7.74 Lakh Metres (16.03 Lakh Metres) of Coated Fabric were produced and 8.81 Lakh metres (16.52 Lakh Metres) of Coated Fabric were sold. During the year under review 2.53 Lakh metres of Canvas were produced end 2.50 Lakh metres of Canvas were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric. During the year under review, 0.37 Lakh Metres (3.35 Lakh Metres) of Breathable water proof Fabric were produced and 0.74 Lakh metres (3.46 Lakh metres) were sold under the Brand name Quick dry.

Garment Division

During the year under review, 5.32 lakh pieces of Garments were produced inclusive of purchased quantity 0.47 lakhs pieces and sold 5.14 lakh pieces. The total sales of this division amounts to Rs. 1934.63 lakhs of which export sales amounted to Rs. 1894.35 lakhs.

Prospects for the Current Year

The revival of Dying units in Tirupur, Tamilnadu, improvements in Garments Export coupled with stability in cotton prices is expected to contribute favorably to the working results of the company. In the current year also the power supply situation in the state of Tamilnadu remains severely affected. However the company has identified alternate sources of power to overcome power shortage. Barring unforeseen circumstances the overall performance of the company expected to be satisfactory.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri S Palaniswami and Dr K R Thillainathan, Directors will retire by rotation at the ensuing annual general meeting and they are eligible for re-appointment.

Sri S K Sundararaman ceased to be a Director of the Company by resignation with effect from 31.5.2012. The Board wishes to place on record its appreciation for the valuable services rendered by Sri S K Sundararaman during his tenure of office as Director and Executive Director in the growth of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

None of the Employee is drawing remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956. Hence the information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director''s report is not furnished.

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

The particulars required to be included in terms of Section 217(1) (e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure -I.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(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 at the end of the financial year 2012-2013 and of the profit of the company for that period;

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Sri M Nagarajan, Cost Accountant, Coimbatore has been appointed as Cost Auditor to conduct Cost Audit of the Company for the financial year 2012 Â 2013 with the approval of Central Government.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

BY ORDER OF THE BOARD

Coimbatore S V ARUMUGAM

18th May, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report together with audited accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs in Lakhs)

2011-2012 2010-2011

Profit before Depreciation 326.47 12,108.40

Less: Depreciation 3,722.63 3,720.03

Less : Taxes -1,758.55 2,838.91

Less : Extra Ordinary Item (Net of Tax Expenses) - 1,669.06

Profit after Tax -1,637.61 3,880.40

Surplus brought forward from last year 1,026.36 513.37

Amount available for appropriation -611.25 4,393.77

Appropriations:

Provision for Equity Dividend - 315.08

Provision for Tax on Dividend - 52.33

Transfer to General Reserve - 3,000.00

Surplus carried over to Balance Sheet - 1,026.36

Total - 4,393.77

DIVIDEND

Your Directors have not recommended any dividend for the financial year 2011-2012 considering the Losses suffered by the Company.

REVIEW OF OPERATIONS

Spinning Division

During the year under review, the Spinning Mills produced 14696.59 tonnes (22477.00 tonnes) inclusive of purchased quantity 56.68 tonnes (242.23 tonnes) of Yarn and sold 16136.67 tonnes (21015.25 tonnes) of Yarn. The sales include 8603.05 tonnes (7646.09 tonnes) by way of Export. The total sales of this division amounted to Rs 34489.74 Lakhs ( Rs 44329.66 Lakhs) of which export sales amounted to Rs 18382.30

Lakhs ( Rs 17989.34 Lakhs) constituting 53.30% (40.58%) of the total revenue.

Volatility in the price of raw material, acute power shortage, glut in the domestic and international markets, closure of dyeing units in textile clusters - particularly Tirupur in Tamilnadu due to environmental issues, have had adverse impact on the performance of the company.

Weaving Division

The Weaving Division specializes in manufacturing wide-width cotton fabric. During the year under review, 66.93 Lakh metres (86.33 Lakh Metres) of Fabric were produced and 70.21 Lakh Metres (76.13 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KW each totaling 5MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25 Nos windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu and 3 Windmills of 1650 KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units.

The windmills produced 528.55 Lakh units of wind energy as against 563.67 lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review,16.03 Lakh Metres (18.84 Lakh Metres) of Coated Fabric were produced and 16.52 Lakh metres (18.82 Lakh Metres) of Coated Fabric were sold. During the year under review 2.53 Lakh metres of Canvas were produced and 2.50 Lakh metres of Canvas were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric.

During the year under review, 3.35 Lakh Metres (2.12 Lakh Metres) of Breathable water proof Fabric were produced and 3.46 Lakh metres (1.75 Lakh metres) were sold under the Brand name Quick dry.

Prospects for the Current Year

The full year operation of garment division is expected to add favourable revenue. Power availability as well as market conditions are expected to improve. Steps have been taken to increase export sales. The working results are expected to be satisfactory.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri K N V Ramani and Sri K Sadhasivam, Directors will retire by rotation at the ensuing annual general meeting and they are eligible for reappointment.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director's report is not furnished as none of the employees were drawing remuneration in excess of limits specified therein.

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

The particulars required to be included in terms of Section 217(1) (e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure - I.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(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 at the end of the financial year 2011-2012 and of the loss of the company for the year under review.

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR

Sri M Nagarajan, Cost Accountant, Coimbatore has been appointed as Cost Auditor to conduct Cost Audit of the Company for the financial year 2012 onwards, subject to approval of Central Government.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

BY ORDER OF THE BOARD Coimbatore S V ARUMUGAM

30th May, 2012 Chairman & Managing Director

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with audited accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs in Lakhs)

2010-2011 2009-2010

Profit before Depreciation 12,108.40 4,799.92

Less: Depreciation 3,720.03 2,565.30

Less : Taxes 2,838.91 729.02

Less : Extra Ordinary Item (Net of Tax Expenses) 1,669.06 -

Profit after Tax 3,880.40 1,505.60

Surplus brought forward from last year 513.37 784.25

Amount available for appropriation 4,393.77 2,289.85

Appropriations:

Provision for Equity Dividend 315.08 236.31

Provision for Tax on Dividend 52.33 40.16

Transfer to General Reserve 3,000.00 1,500.00

Surplus carried over to Balance Sheet 1,026.36 513.37

Total 4,393.77 2,289.85

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs.2/- per equity share of Rs.10/- each to the equity shareholders (Last year Rs.1.50/- per share of Rs.10/- each). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS Spinning Division

During the year under review, the Spinning Mills produced 22477.00 tonnes Ã inclusive of purchased quantity (242.23 tonnes) of Yarn and sold 21015.25 tonnes (19294.03 tonnes) of Yarn. The sales include 7646.09 tonnes (5413.49 tonnes) by way of Export. The total sales of this division amounted to 44329.66 (Rs.26798.24 Lakhs) of which export sales amounted to Rs.17989.34 (Rs.7507.00 Lakhs) constituting 40.58% (28.01%) of the total revenue. The demand and realizations of finished products in Spinning Division were encouraging.

Weaving Division

The Weaving Division specializes in manufacturing wide-width cotton fabric. During the year under review, 86.33 Lakh Metres (60.84 Lakh Metres) of Fabric were produced and 76.13 Lakh metres (64.78 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KW each totalling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 25Nos Windmills, each of 800 KW capacity totaling 20 MW capacity in Dharapuram Taluk, Tiruppur District and Palani Taluk,

Dindigul District, Tamilnadu and 3 Windmills of 1650KW each in Kongalnagaram, Udumalpet Taluk, Tirupur District, Tamilnadu. The total installed capacity of Windmills is 29.95 MW and the whole of the power generated is captively consumed by the Spinning Units.

The windmills produced 563.67Lakh units of wind energy as against 522.26lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review,18.84 Lakh Metres (17.42) of Coated Fabric were produced and 18.82 Lakh metres (17.12) of Coated Fabric were sold. During the year under review 0.80 Lakh meters of Canvas were produced and 0.36 Lakh meters of Canvas were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric.

During the year under review, 2.12 Lakh Metres (1.10Lakh Metres) of Breathable water proof Fabric were produced and 1.75 Lakh metres (1.05 Lakh metres) were sold under the Brand name Quick dry.

Prospects for the current year and Expansions

The Controls and restriction on Export of Cotton, yarn and the Court order on Dyeing units in Tirupur have adversely affected the textile industry. The Company has taken steps to enlarge the product range and sell the products in the upcountry markets and to corporate buyers to tide over the crises.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri S V Alagappan, Sri V Venkata Reddy and Sri C S K Prabhu Directors will retire by rotation at the ensuing annual general meeting and they are eligible for reappointment.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non- Executive Independent Director)

2. Sri K N V Ramani - Member (Non- Executive Independent Director) and

3. Sri S Palaniswami - Member (Non- Executive Independent Director)

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director's report is furnished in Annexure-I.

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

The particulars required to be included in terms of Section 217(1) (e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure -II.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(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 at the end of the financial year 2010-2011 and of the profit of the company for that period;

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

TThe present Auditors of the Company M/s P.N.Raghavendra Rao & Co, Chartered Accountants, Coimbatore, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.

BY ORDER OF THE BOARD

Coimbatore

S V BALASUBRAMANIAM

23rd May, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report together with audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs in Lakhs)

2009-2010 2008-2009

Profit before Depreciation 4,799.92 3,139.28

Less: Depreciation 2,565.30 2,180.84

Less: Taxes 729.02 153.60

Profit after Tax 1,505.60 804.83

Surplus brought forward from last year 784.25 238.73

Amount available for appropriation 2,289.85 1,043.56

Appropriations:

Provision for Equity Dividend 236.31 157.54

Provision for Tax on Dividend 40.16 26.77

Transfer to General Reserve 1,500.00 75.00

Surplus carried over to Balance Sheet 513.37 784.25

Total 2,289.85 1,043.56

DIVIDEND

Your Directors are glad to recommend payment of dividend of Rs. 1.50/- per equity share of Rs, 10/- each to the equity shareholders (15% on the Equity Capital). The dividend is free from income tax in the hands of shareholders.

REVIEW OF OPERATIONS

The performance of the company during the year under review was encouraging. The improvement in demand for textile products in both Domestic and Export Markets and consequent better offtake for the products of the Company, in the second half of the financial year has resulted in improved performance when compared to the last year, Having put to use all the production facilities last year itself, the company could achieve Optimum Capacity Utilization during the year under review.

The performance of Spinning & Weaving Divisions is satisfactory, despite the high cotton price for major part of the year and intense power cut and intermittent power shutdowns prevailing in Tamilnadu. The Directors are optimistic of better performance in the current financial year.

Spinning Division

During the year under review, the Spinning Mills produced 19318,86 tonnes - inclusive of purchased quantity (58.39 tonnes) of Yarn and sold 19294,03 tonnes (18572,42 tonnes) of Yarn. The sales include 5413.49 tonnes (5163.25 tonnes) by way of Export. The total sales of this division amounted to Rs. 26798.24 Lakhs (Rs.24600.73 Lakhs) of which export sales amounted to Rs.7507.00 Lakhs (6249.93 Lakhs) constituting 28.01% (25.41%) of the total revenue. The demand and realizations of finished products in Spinning Division were encouraging.

Weaving Division

The Weaving Division specializes in manufacturing wide-width cotton fabric. During the year under review, 60.84 Lakh Metres (42.98 Lakh Metres) of Fabric were produced and 64.78 Lakh metres (38.29 Lakh metres) of Fabric were sold.

Wind Mill Division

The company has 4 windmills of 1250 KVA each totalling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu and 23 Nos Windmills, each of 800 KW capacity totaling 18.40 MW capacity in Dharapuram Taluk, Tiruppur District and Palani Taluk, Dindigul District, Tamilnadu. The total installed capacity of Windmills is 23.40 MW. The whole of the power generated is captively consumed by the Spinning Units.

The windmills produced 522.27 Lakh units of wind energy as against 298.75 lakh units produced in the last year.

Processing and Technical Textiles Division

During the year under review, 17.42 Lakh Metres (11.52) of Coated Fabric were produced and 17.12 Lakh metres (10.66) of Coated Fabric were sold. The end products/applications of these fabrics include Home Textiles, upholstery, apparel fabric, performance and industrial fabric.

During the year under review, 1.10 Lakh Metres (5.83 Lakh Metres) of Breathable water proof Fabric were produced and 1.05 Lakh metres (5.14 Lakh metres) were sold under the Brand name Quick dry.

Prospects for the current year and Expansions

The performance of the Company is expected to be better, considering the market and Economic Scenario prevailing in the Country. The company is striving to achieve maximum capacity utilization using captive power generation and purchase of power from third parties.

To meet the increased power requirements of Spinning Divisions of the Company 2 nos of Enercon make windmills with a capacity of 800 KW each, aggregating 1.60 MW near Chinnapudur, Dharapuram Taluk and 3 nos. of Vestas make windmills with capacity of 1650 KW aggregating 4.95 MW in Kongalnagaram, Udumalpet Taluk, Tiruppur District, Tamilnadu are being installed.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the Public.

DIRECTORS

Sri K N V Ramani, Sri S Palaniswami and Dr K R Thillainathan Directors will retire by rotation at the ensuing Annual General Meeting and they are eligible for reappointment.

The term of office of Sri S V Arumugam as Managing Director and Sri S K Sundararaman as Executive Director expires on 26.06.2010. The Board of Directors have appointed them for a further period of 5 years. Such appointment and payment of remuneration are subject to approval of the shareholders in the ensuing Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri C S K Prabhu - Chairman (Non-Executive Independent Director) 2. Sri A Senthil - Member (Non-Executive Director)

3. Sri K N V Ramani - Member (Non-Executive Independent Director) and

4. Sri S Palaniswami - Member (Non-Executive Independent Director)*

-Appointed as Audit Committee member w.e.f 10.05.2010

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors report is furnished in Annexure-I.

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

The particulars required to be included in terms of Section 217(1) (e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure -II.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

(i) Your Directors have followed the applicable accounting standards in the preparation of annual accounts;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgements 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 2009-2010 and of the profit of the company for that period;

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) Your Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement form part of this Annual Report.

AUDITORS

The present Auditors of the Company M/s P.N. Raghavendra Rao & Co, Chartered Accountants, Coimbatore are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your Company.

BY ORDER OF THE BOARD

S V BALASUBRAMANIAM

Chairman

Coimbatore 27th May, 2010

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