Directors Report of Sri Lakshmi Saraswathi Textiles (Arni) Ltd.

Mar 31, 2025

Your Directors present the 61^st Annual Report of the Company alongwith the audited statement of accounts for
the year ended 31^st March 2025.

A CIMAMriAl PFCIIITC

S.NO.	Description	For the year ending 31.03.2025 (Rs.in Lakhs)	For the year ending 31.03.2024 (Rs.in Lakhs)
1.	Total Income	10022.80	12744.50
2.	Total Expenses	12136.64	14742.85
3.	Profit / (Loss) before exceptional items and tax (III - IV )	(2113.84)	(1998.35)
4.	Exceptional Items	—	—
5.	Profit / (Loss) before tax	(2113.84)	(1998.35)
6.	Comprehensive Income - Net of tax	43.10	(21.12)
7.	Tax expense	—	—
8.	Profit / (Loss) for the period	(2070.74)	(2019.47)
9.	Earning per equity share (i) Basic Rs.	(62.13)	(60.59)
	(ii) Diluted Rs.	(62.13)	(60.59)

Details of Loss Carried Forward for the year ending 31.03.2025

Details	Rs. in lakhs	Rs. in lakhs
Profit from business operation before Financial Expenses and Depreciation		(1322.92)
Less:
1) Financial Expenses	566.25
2) Depreciation	181.57	747.82
Current year Loss		(2070.74)
Loss carried forward from previous years		(7125.15)
Loss carried forward		(9195.89)

2. PRODUCTION AND INCOME FROM OPERATIONS:

The production and income from operation of the current year and previous year are as under:

Details	2024-25	2023-24
Production in Kgs in Lakhs	43.18	57.73
Sales in Kgs in Lakhs	43.19	58.02
Revenue from operation Rs.in Lakhs	9954.20	12711.70

3. DIVIDEND

Due to accumulated loss, your Directors do not recommend Dividend.

4. SCHEME OF ARRANGEMENT

The Hon''ble National Company Law Tribunal (NCLT), Chennai Bench, vide its order in CA(CAA)/20(CHE)/
2024, read with the revised orders dated October 8, 2024, October 25, 2024, and February 10, 2025, directed
the Company to convene separate meetings of its secured creditors, unsecured creditors, and equity
shareholders to consider and approve the proposed Scheme of Demerger. In compliance with the said order,
a petition has been filed with the Hon''ble Tribunal following the conduct of these meetings. The matter is
currently pending adjudication before the Hon''ble NCLT.

5. TRADE PROSPECT AND OUTLOOK

Overall the Textile industry has been going through turmoil for the past two years. High raw material prices,
high imports of cheap yarns and fabrics, economic downturn and recessions scenarios across major buying
markets of Europe of North America and Europe has disrupted the industry. Despite many companies closing
operations temporarily, there has been very slow demand for yarns this financial year.

High Raw material prices - Cotton reached its peak prices of Rs.115,000 Per candy which destabilized the
entire Textiles supply chain. This affected us drastically as our consumers were not able to absorb the
increase in prices.

Low selling prices due to high imports from China. There has been very high imports of material at very low
costs which has pushed the selling prices of Synthetic blended yarns drastically low. The government has
implemented Quality Control Orders (QCO) against anti dumping of yarns and fabrics from China and other
countries. We are positive this move will help over the current year in potentially better selling prices of our
yarns.

Decline in Sales/ Demand- Our key selling markets has been very dull as they majority of Apparel manufacturers
have sluggishness in export markets. Owing to war situations in Europe and North America, the quantities
and demand for Finished products has been slower. Due to lack of export orders, most mills have been
selling yarns in the domestic market with excess supply. This in turn has affected the supply chain of yarn and
fabrics.

We are hopeful FY 2025-2026 will have a positive outlook as the government has made some policy changes
regarding Imports and Anti Dumping duties in certain Textile products. With some stability in raw material
pricing and improved export demand, we can expect a much better performance.

6. CURRENT YEAR

The demand for the yarn and price realization at the beginning of the current year are good. Your Directors are
doing their best to improve the performance to a reasonable level.

7. DIRECTORS LIABLE TO RETIRE BY ROTATION

Mr.R.Padmanaban, Joint Managing Director on the Board retires by rotation and is eligible for reappointment.

8. DETAILS OF KEY MANAGERIAL PERSONNEL (KMP)

According to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the
Company:

Mr. Balakrishna S - Managing Director

Mr. R. Padmanaban - Joint Managing Director and CFO

9. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Company''s website and can
be accessed at www.slstindia.com

10. DETAILS OF MEETINGS OF BOARD AND COMMITTEES OF BOARD HELD DURING 2024-25.

a) There were Nine Board meetings held during the year 2024-25. The details and attendance record of
Directors at the Board Meetings are as under.

Date of Meeting	Board''s Strength (on the date of meeting)	No.of Directors Present
27.05.2024	5	5
29.06.2024	5	3
29.07.2024	5	3
07.08.2024	5	5
22.10.2024	5	5
08.11.2024	5	5
17.12.2024	5	4
10.02.2025	5	5
07.04.2025	5	4

b) There were Four Audit Committee meetings held during the year 2024-25. The details and attendance
record of Directors at the Audit Committee Meetings are as under.

Date of Meeting	Committee''s Strength (on the date of meeting)	No.of Directors Present
07.05.2024	3	3
07.08.2024	3	3
08.11.2024	3	3
10.02.2025	3	3

c) There was one Independent Directors meetings held during the year 2024-25. The details and
attendance record of Directors at the Independent meetings are as under.

Date of Meeting	Independent Directors meetings Strength (on the date of meeting)	No. of Directors Present
10.02.2025	3	3

d) There was one Nomination and Remuneration Committee held during the year 2024-25. The
details and attendance record of Directors at the Nomination and Remuneration Committee
meetings are as under.

Date of Meeting	Committee Strength (on the date of meeting)	No. of Directors Present
27.05.2024 10.02.2025	3 3	3 3

e) There was one Stakeholders Relationship Committee Meeting held during the year 2024-25

Date of Meeting	Committee Strength (on the date of meeting)	No. of Directors Present
27.05.2024	4	4

f) There was no Corporate Social Responsibility Committee held during the year 2024-25.
g) Details of Board and Committee Meetings'' Attendance Record of Individual Directors:

Details		Annual General Meeting	Board Meetings	Audit Committee Meetings	Nomination and Remuneration Committee Meetings	Stakeholders Relationship Committee Meeting	Corporate Social Responsibility Committee Meeting	Independent Directors Meetings
Total No.of Meetings held during 2024-25		1	9	4	2	1	-	1
S.	Name of the Director
No		attended
1.	Sri Balakrishna S	Yes	9	N.A.	N.A.	1	--	N.A.
2.	Sri R.Padmanaban	Yes	9	N.A.	N.A.	1	--	N.A.
3.	Sri Sridhara Rao	Ye s	8	4	2	1	N.A.	1
4.	Ms.Sivarani J	Ye s	5	4	2	N.A	N.A.	1
5.	Ms.Umaa Sharavani	Ye s	8	4	2	1	--	1

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that -

1. In the preparation of Annual Accounts for the year ended 31st March 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year ended 31st March 2025, and of the profit/ loss of the company
for that period.

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

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

5. The Directors had laid down Internal Financial Controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

10. INDEPENDENT DIRECTORS

a) The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

b) Terms and conditions of appointment of Independent Directors can be viewed at the company Website:
www.slstindia.com

11. REMUNERATION POLICY

The Remuneration Policy was recommended by Nomination and Remuneration Committee at its meeting
held on February 11, 2015 and adopted by the Board of Directors at its meeting held on the same day and
the policy can be viewed at the company website www.slstindia.com

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loans, guarantees or Investments covered under Sec 186 of Companies
Act 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SEC 188(1)
COMPANIES ACT 2013

(a) i) Disclosure of details of Related Parties under employment of the company. _i . .

Related Parties	Name of Director to whom related	Nature of relationship with Key Management persons	Salary, Allowance and Bonus	PF	Total
Mr.R.Thirumalai	R.Padmanaban	Brother	20.20	1.40	21.60
Mr.R.Rajagopal	R.Padmanaban	Brother	8.27	0.81	9.08
Mr.Srish Jayender Balakrishna	Balakrishna S	Son	8.27	0.57	8.83

ii) Borrowing from Director

S.No.	Name of the Director	Year	Amount Borrowed Rs.in Lakhs
1.	Sri R.Padmanaban, Joint Managing Director	2024-25	1276.50
2.	Sri. Balakrishna S, Managing Director	2024-25	49.60

Amount outstanding as on 31^st March 2025

S.No.	Name of the Director	Total Amount Outstanding Rs.in Lakhs
1.	Sri R.Padmanaban, Joint Managing Director	2128.20
2	Sri. Balakrishna S, Managing Director	75.60

Interest Amount outstanding as on 31^st March 2025

S.No.	Name of the Director	Rs.in Lakhs
1.	Sri R.Padmanaban,	460.49
	Joint Managing Director
2	Sri. Balakrishna S,
	Managing Director	3.89

(b) 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 in Form No. AOC 2 is provided
in ANNEXURE - 2.

14. MATERIAL CHANGES

There are no material changes affecting the financial position of the company which occurred between the
end of the financial year of the company to which the financial statements relate and the date of this report.

15. DETAILS TO BE DISCLOSED UNDER RULE 8(3) OF COMPANIES (ACCOUNTS), RULES 2014.

The information to be disclosed under RULE 8(3) OF COMPANIES (ACCOUNTS), RULES 2014 is given in
ANNEXURE - 3.

16. RISK MANAGEMENT POLICY

The Board of Directors framed and adopted a Risk Management Policy at its meeting held on March 31, 2017
and the Risk Management Policy can be viewed at the Company website www.slstindia.com

17. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted
a Corporate Social Responsibility (CSR) Committee on March 23, 2017. The Board of Directors adopted a
CSR Policy, as recommended by the CSR Committee, which is in line with Section 135 of the Companies Act,
2013, which can be viewed at the Company Website: www.slstindia.com. Annexure - 4

As the company has incurred loss in the current year, the company is not required to spend any amount on
CSR.

18. EVALUATION OF BOARD

BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of the SEBI(
LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and
other Committees. The board''s performance for the current year was assessed on the basis of participation
of directors, quality of information provided, quality of discussion and contribution etc. The overall performance
of the Board and Committee''s of the Board was found satisfactory. The overall performance of Chairman,
Executive Directors and the Nonexecutive Directors of the Company is satisfactory. The review of performance
was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

19. DETAILS TO BE DISCLOSED UNDER RULE 8(5) OF COMPANIES (ACCOUNTS), RULES 2014.

The information to be disclosed under RULE 8(5) OF COMPANIES (ACCOUNTS), RULES 2014 is given
in ANNEXURE - 5.

20. DISCLOSURE ON AUDIT COMMITTEE

The composition of the Audit Committee is as below:

Member & Chairman Sri S.Sridhara Rao

Member Ms.Sivarani J

Member Ms.Umaa Sharvani

All the members have wide exposure in the relevant areas.

21. ESTABLISHMENT OF WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Whistle Blower Policy and Vigil Mechanism was adopted by the Board of Directors at its meeting
held on March 9, 2015. The policy can be viewed at the company website www.slstindia.com.

22. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year 2024-25 is provided in ANNEXURE - 6.

There are no qualification made by the Secretarial Auditor.

23. DETAILS TO BE DISCLOSED UNDE RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The required disclosures are provided in ANNEXURE - 7.

24. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

None of the employees was in receipt of remuneration in excess of the prescribed limits, under Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence there
is no report under this category.

25. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014.

The company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The company has in place a system to redress complaints received regarding sexual harassment in line
with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition &
Redressal) Act, 2013

All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year
2024-25.

- No of complaints received - Nil

- No of complaints disposed off. - NA

26. FINANCE

The Board of Directors thanks Indian Overseas Bank and State Bank of India for their continued assistance
and co-operation.

27. LABOUR

The relationship with labour continues to be cordial. Your Directors place on record their appreciation of the
devoted services of the Officers, Members of the Staff and Workers during the year.

28. COST AUDIT

Your Company is required to maintain cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and
maintained,

The Company has appointed M/s.S V M & Associates, Cost Accountants, as Cost Auditor of the Company for
the financial year 2025-26.

The enabling resolution for appointment of M/s.S V M & Associates, Cost Accountants, as Cost Auditor of the
Company has been placed in the AGM Notice.

29. AUDITORS AND AUDITORS REPORT.

M/s.S B S B and Associates, Chartered Accountants were appointed as Statutory Auditors of the Company to
hold office for a term of five years from the conclusion of this 56th Annual General Meeting till the conclusion
of the 61st Annual General Meeting.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for
any further comments. The Auditors'' Report does contain some qualification, reservation, remark or disclaimer
for which reply has been given in the Directors Report.

M/s.S.Viswanathan LLP, Chartered Accountants, Chennai, as Statutory Auditors to hold office for a term of five
years from the conclusion of 61^st Annual General Meeting till the conclusion of the 66^th Annual General Meeting.

Auditors'' Report:

The Report of Auditors and Notes forming part of the Accounts are attached along with the Annual Report.

Comments on Statutory Auditor’s Report:

Reply to the qualifications made in Auditor’s report

S.No.	QUALIFICATION	REPLY
1.	The Company''s net worth has completely eroded. The accumulated loss for the reporting period amounts to Rs. 9,195.89 Lakhs (Previous Year Rs. 7,125.15 Lakhs). The turnover during the year ended 31st March 2025 amounts Rs. 9,954.20 Lakhs (Previous Year Rs. 12,711.70 Lakhs) as per the books of accounts. The statement of profit and loss account also indicates that the company has been incurring net losses for the previous three years including the period under audit. These events indicate that a material uncertainty exists that may cast significant doubt on the company''s ability to continue as a going concern. However, the company''s statement of audited financial re¬ sults has been prepared on going concern basis of accounting, based on the opinion of the man¬ agement that the company would generate suffi¬ cient profits in the foreseeable future	The company has incurred loss during the current year Rs. 2070.74 Lakhs and in previous years loss of Rs. 2019.47 Lakhs, As a result the accumulated loss has been increased by Rs. 51.27 lakhs during the current year. The total accu¬ mulated loss as on 31.03.2025 is Rs.9195.89 lakhs. It continues its busi¬ ness operation to the optimum level. The management is hope full that the com¬ pany will generate to make profit in the ensuing quarters
2.	We have observed that, advances paid amount¬ ing to Rs. 86.07 Lakhs, which are long outstand¬ ing and since confirmation of balances have not been received for the amount of Rs. 43.20 Lakhs, we are unable to comment on the quality of such assets	The management assures that all the money should be collected partially in the ensuing quarters. The remaining balance will be collected during the year 2025-26
3.	The Company has not been regular in depositing undisputed statutory dues and the details of such statutory dues pending as on March 31, 2025	The Company is taking necessary steps to regularize the pending dues and strengthen its compliance mechanisms to ensure timely payments going for¬ ward.

STATEMENT OF IMPACT OF QUALIFIED OPINION OF STATUTORY AUDITOR.:

The Auditors qualified opinion, Management''s explanations thereon and Statement of Impact of Audit
Qualifications are given in ANNEXURE - 1.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is part of Directors Report. ANNEXURE-8

34. DISCLOSURE REGARDING ACCOUNTING TREATMENT.

In preparation of financial statement the treatment prescribed in all the applicable Accounting Standards are
followed and no alternative treatment has been adopted.

35. CORPORATE GOVERNANCE REPORT

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does not apply
to your company, as your company''s equity share capital and net worth is below the threshold limit prescribed
under the said Regulation and hence the Report on Corporate Governance is not provided.

36. DECLARATION BY CEO AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

Declaration from CEO has been given ANNEXURE - 9

37. COMPLIANCE CERTIFICATE REGARDING CORPORATE GOVERNANCE.

The certificate is not applicable as the provisions of Corporate Governance does not apply to your company.

38. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in demat suspense account or unclaimed suspense account.

39. STATEMENT OF DEVIATION/ VARIATION OF USE OF FUNDS RAISED THROUGH ANY PUBLIC ISSUE.

The company has not raised any fund through public, right or preferential issue of any security in recent time.
Hence there is no Report on any deviation/ variation of the use of such funds.

40. DISCLOSURE OF COMPLIANCE WITH SECRETARIAL STANDARDS.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

41. RELATED PARTY TRANSACTION POLICY.

The Board of Directors framed and adopted a Related Party Transaction Policy at its meeting held on October
9, 2021 and the Related Party Transaction Policy can be viewed at the Company website www.slstindia.com

42. DIRECTORS'' REPORT PLACED IN WEBSITE.

This Directors'' report is placed in company''s website and the same can be viewed at www.slstindia.com

43. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to thank Company'' would like to express their gratitude for the co-operation and
assistance extended to the Company by its Bankers, Customers, Suppliers, Contractors, Government and
Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The
Directors would like to sincerely thank and place on record their appreciation of the consistent and dedicated
services of the employees at all levels who have immensely contributed to the performance of the Company
during the period under review.

By Order of the Board
for SRI LAKSHMI SARASWATHI
TEXTILES (ARNI) LIMITED

Place : Chennai (BALAKRISHNA S)

Date : May 24, 2025 Chairman & Managing Director

DIN: 00084524

---

Mar 31, 2024

The Directors present the 60^th Annual Report of the Company alongwith the audited statement of accounts for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

S.NO.	Description	For the year ending 31.03.2024 (Rs.in Lakhs)			For the year ending 31.03.2023 (Rs.in Lakhs)
1. 2. 3. 4. 5. 6. 7. 8.	Total Income Total Expenses Profit / (Loss) before exceptional items and tax (III - IV ) Exceptional Items Profit / (Loss) before tax Tax expense Profit / (Loss) for the period Earning per equity share (i) Basic Rs. (ii) Diluted Rs.	12744.50 14742.85 (2019.47) (2019.47) (2019.47) (60.59) (60.59)			15168.85 17165.87 (1988.70) (1988.70) (1988.70) (59.67) (59.67)
Details of Loss Carried Forward for the year ending 31.03.2024
Details				Rs. in lakhs			Rs. in lakhs
Profit from business operation before							(1390.20)
Financial Expenses and Depreciation
Less:
1) Financial Expenses					436.55
2) Depreciation					192.72		629.27
Current year Loss							(2019.47)
Loss carried forward from previous years							(7125.15)
2. PRODUCTION AND INCOME FROM OPERATIONS:
The production and income from operation of the current year and previous year are as under:
Details			2023-24			2022-23
Production in Kgs in Lakhs			57.73				62.50
Sales in Kgs in Lakhs			58.02				62.97
Revenue from operation Rs.in Lakhs			12711	.70		15104.45

3. DIVIDEND

Due to accumulated loss, your Directors do not recommend Dividend.

4. SCHEME OF ARRANGEMENT

The Board of Directors of Sri Lakshmi Saraswathi Textiles (Arni) Limited at their meeting held on 29th April 2022 approved the Scheme of Arrangement between Sri Lakshmi Saraswathi Textiles (Arni) Limited (Demerged Company) and SLST Industries Limited (Resulting Company) and their Respective members pursuant to the provisions of Section 232 read with Section 230 and all other applicable provisions of the Companies Act, 2013. Pursuant to the approval of the Scheme of arrangement by the Board Directors, the Company has submitted Application for getting In-Principle approval from BSE on 13th May 2022. The Company has received In-principle approval from BSE on 01^st August 2023 and submitted application to NCLT, Chennai for its approval.

5. TRADE PROSPECT AND OUTLOOK

Overall the Textile industry has been going through turmoil for the past two years. High raw material prices, high imports of cheap yarns and fabrics, economic downturn and recessions scenarios across major buying markets of Europe of North America and Europe has disrupted the industry. Despite many companies closing operations temporarily, there has been very slow demand for yarns this financial year.

High Raw material prices - Cotton reached its peak prices of Rs.115,000 Per candy which destabilized the entire Textiles supply chain. This affected us drastically as our consumers were not able to absorb the increase in prices.

Low selling prices due to high imports from China. There has been very high imports of material at very low costs which has pushed the selling prices of Synthetic blended yarns drastically low. The government has implemented Quality Control Orders (QCO) against anti dumping of yarns and fabrics from China and other countries. We are positive this move will help over the current year in potentially better selling prices of our yarns.

Decline in Sales/ Demand- Our key selling markets has been very dull as they majority of Apparel manufacturers have sluggishness in export markets. Owing to war situations in Europe and North America, the quantities and demand for Finished products has been slower. Due to lack of export orders, most mills have been selling yarns in the domestic market with excess supply. This in turn has affected the supply chain of yarn and fabrics.

We are hopeful FY 2024-2025 will have a positive outlook as the government has made some policy changes regarding Imports and Anti Dumping duties in certain Textile products. With some stability in raw material pricing and improved export demand, we can expect a much better performance.

6. DIRECTOR APPOINTMENT / RESIGNATION / RETIRE BY ROTATION.

Mr. Jagamohan Grover (DIN: 00084735) ceased to be an Independent Director with effect from close of business hours of 31^st March 2024 on completion of second terms of office. Your Directors put on records their appreciation for the guidance and valued services received from Mr. Jagamohan Grover during the tenure of his office

Appointment of Directors

Ms. Umaa Sharvani (DIN: 10566378) and Ms.Sivarani (DIN: 02304269), were appointed as Independent Directors of the Company by the Board of Directors of the Company at their meeting held on 27^th May 2024 for a period of five years (first term) with effect from 27^th May 2024 subject to the approval of the Members. The Nomination and Remuneration Committee (NRC) after considering their skills, background and experience, recommended to the Board their appointment as Independent Directors of the Company. Based on the recommendations of the NRC, the Board appointed them as Independent Directors, not liable to retire by rotation, subject to approval of the Members at the ensuing AGM of the Company, to hold office as under: “ Ms. Umaa Sharvani (DIN: 10566378) for first term commencing from 27^th May 2024 up to 26^th May 2029 (both days inclusive) and Ms.Sivarani (DIN: 02304269), for first term commencing from 27^th May 2024 up to 26^th May 2029 (both days inclusive). The resolutions seeking shareholders'' approval for their appointment forms part of the Notice.

7. DETAILS OF KEY MANAGERIAL PERSONNEL (KMP)

According to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

Mr. Balakrishna S - Managing Director

Mr. R. Padmanaban - Joint Managing Director and CFO

Mr. Jitendra Kumar Pal- Company Secretary

8. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at www.slstindia.com

9. DETAILS OF MEETINGS OF BOARD AND COMMITTEES OF BOARD HELD DURING 2023-24.

a) There were five Board meetings held during the year 2023-24. The details and attendance record of Directors at the Board Meetings are as under.

Date of Meeting	Board''s Strength (on the date of meeting)	No.of Directors Present
29.05.2023	5	5
31.07.2023	5	3
09.08.2023	5	5
09.11.2023	5	5
09.02.2024	5	5

b) There were Four Audit Committee meetings held during the year 2023-24. The details and attendance record of Directors at the Audit Committee Meetings are as under.

		Date of Meeting		Committee''s Strength (on the date of meeting)		No.of Directors Present
		29.05.2023		3		3
		09.08.2023		3		3
		09.11.2023		3		3
		09.02.2024		3		3
c) There was one Independent Directors meetings held during the year 2023-24. The attendance record of Directors at the Independent meetings are as under.								details and
	Date of Meeting		Independent Directors meetings Strength (on the date of meeting)		No.of Directors Present
	09.02.2024		2		2

d) There was no Nomination and Remuneration Committee held during the year 2023-24.

e) There was no Stakeholders Relationship Committee Meeting held during the year 2023-24.

f) There was no Corporate Social Responsibility Committee held during the year 2023-24.

g) Details of Board and Committee Meetings'' Attendance Record of Individual Directors:

Details		Annual General Meeting	Board Meetings	Audit Committee Meetings	Nomination and Remuneration Committee Meetings	Stakeholders Relationship Committee Meeting	Corporate Social Responsibility Committee Meeting	Independent Directors Meetings
Total No.of Meetings held during 2023-24		1	5	4	-	-	-	1
S.	Name of the Director
No		attended
1.	Sri Balakrishna S	Yes	5	N.A.	N.A.	--	--	N.A.
2.	Sri R.Padmanaban	Yes	5	N.A.	N.A.	--	--	N.A.
3.	Sri J M Grover	Ye s	4	4	--	--	--	1
4.	Sri Sridhara Rao	Ye s	5	4	--	--	N.A.	1
5.	Ms.Sivarani J	Ye s	4	4	--	N.A.	N.A.	N.A

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that -

1. In the preparation of Annual Accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2024, and of the profit/ loss of the company for that period.

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

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

5. The Directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. INDEPENDENT DIRECTORS

a) The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Terms and conditions of appointment of Independent Directors can be viewed at the company Website: www.slstindia.com

11. REMUNERATION POLICY

The Remuneration Policy was recommended by Nomination and Remuneration Committee at its meeting held on February 11, 2015 and adopted by the Board of Directors at its meeting held on the same day and the policy can be viewed at the company website www.slstindia.com

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loans, guarantees or Investments covered under Sec 186 of Companies Act 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SEC 188(1) COMPANIES ACT 2013

(a) i) Disclosure of details of Related Parties under employment of the company.					(Rs.in Lakhs)
Related Parties	Name of Director to whom related	Nature of relationship with Key Management persons	Salary, Allowance and Bonus	PF	Medical Benefit	Total
Mr.R.Thirumalai	R.Padmanaban	Brother	18.37	1.26	0.00	19.63
Mr.R.Rajagopal	R.Padmanaban	Brother	7.51	0.52	0.23	8.26
Mr.Srish Jayender Balakrishna	Balakrishna S	Son	7.51	0.52	0.00	8.03

ii) Borrowing from Director
A.	S.No.	Name of the Director	Year		Amount Borrowed Rs.in Lakhs
	1.	Sri R.Padmanaban, Joint Managing Director	2023-24		368.00
	Amount outstanding as on 31st March 2024
B.	S.No.	Name of the Director		Total Amount Outstanding Rs.in Lakhs
	1.	Sri R.Padmanaban, Joint Managing Director		1160.20
	2	Sri. Balakrishna S, Managing Director		39.00
	Interest Amount outstanding as on 31st March 2024
C.	S.No.	Name of the Director		Rs.in Lakhs
	1.	Sri R.Padmanaban, Joint Managing Director		392.81
	2	Sri. Balakrishna S, Managing Director		---

(b) 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 in Form No. AOC 2 is provided in ANNEXURE - 2.

14. MATERIAL CHANGES

There are no material changes affecting the financial position of the company which occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

15. DETAILS TO BE DISCLOSED UNDER RULE 8(3) OF COMPANIES (ACCOUNTS), RULES 2014.

The information to be disclosed under RULE 8(3) OF COMPANIES (ACCOUNTS), RULES 2014 is given in ANNEXURE - 3.

16. RISK MANAGEMENT POLICY

The Board of Directors framed and adopted a Risk Management Policy at its meeting held on March 31, 2017 and the Risk Management Policy can be viewed at the Company website www.slstindia.com

17. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee on March 23, 2017. The Board of Directors adopted a CSR Policy, as recommended by the CSR Committee, which is in line with Section 135 of the Companies Act, 2013, which can be viewed at the Company Website: www.slstindia.com. Annexure - 4

As the company has incurred loss in the current year, the company is not required to spend any amount on CSR.

18. EVALUATION OF BOARD

BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of the SEBI ( LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The board''s performance for the current year was assessed on the basis of participation of directors, quality of information provided, quality of discussion and contribution etc. The overall performance of the Board and Committee''s of the Board was found satisfactory. The overall performance of Chairman, Executive Directors and the Nonexecutive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

19. DETAILS TO BE DISCLOSED UNDER RULE 8(5) OF COMPANIES (ACCOUNTS), RULES 2014.

The information to be disclosed under RULE 8(5) OF COMPANIES (ACCOUNTS), RULES 2014 is given in ANNEXURE - 5.

20. DISCLOSURE ON AUDIT COMMITTEE

The composition of the Audit Committee is as below:

Member & Chairman Sri J M Grover

Member Sri S.Sridhara Rao

Member Ms.Sivarani J

All the members have wide exposure in the relevant areas.

21. ESTABLISHMENT OF WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Whistle Blower Policy and Vigil Mechanism was adopted by the Board of Directors at its meeting held on March 9, 2015. The policy can be viewed at the company website www.slstindia.com.

22. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year 2022-23 is provided in ANNEXURE - 6.

There are no qualification made by the Secretarial Auditor.

23. DETAILS TO BE DISCLOSED UNDE RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The required disclosures are provided in ANNEXURE - 7.

24. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

None of the employees was in receipt of remuneration in excess of the prescribed limits, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence there is no report under this category.

25. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has in place a system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013

All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

- No of complaints received - Nil

- No of complaints disposed off. - NA

26. FINANCE

The Board of Directors thanks Indian Overseas Bank and State Bank of India for their continued assistance and co-operation.

27. LABOUR

The relationship with labour continues to be cordial. Your Directors place on record their appreciation of the devoted services of the Officers, Members of the Staff and Workers during the year.

28. COST AUDIT

Your Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained,

The Company has appointed M/s.S V M & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2024-25.

The enabling resolution for appointment of M/s.S V M & Associates, Cost Accountants, as Cost Auditor of the Company has been placed in the AGM Notice.

29. AUDITORS AND AUDITORS REPORT.

M/s.S B S B and Associates, Chartered Accountants were appointed as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of this 56th Annual General Meeting till the conclusion of the 61st Annual General Meeting.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does contain some qualification, reservation, remark or disclaimer for which reply has been given in the Directors Report.

Auditors'' Report:

The Report of Auditors and Notes forming part of the Accounts are attached along with the Annual Report. Comments on Statutory Auditor''s Report:

Reply to the qualifications made in Auditor''s report

S.No.	QUALIFICATION	REPLY
1.	The Company''s net worth has completely eroded. The accumulated loss for the reporting period amounts to Rs. 7,125.15 Lakhs (Previous Year Rs. 5,105.68 Lakhs). The turnover during the year ended 31st March 2024 amounts Rs. 12,711.70 Lakhs (Previous Year Rs. 15,104.45 Lakhs) as per the books of accounts. The statement of profit and loss account also indicates that the company has been incurring net losses for the previous two years including the period under audit. These events indicate that a material uncertainty exists that may cast significant doubt on the company''s ability to continue as a going concern. However, the company''s statement of audited financial results has been prepared on going concern basis of accounting, based on the opinion of the management that the company would generate sufficient profits in the foreseeable future	The company has incurred loss during the current year Rs.(2019.47) Lakhs and in previous years Loss of Rs.(1988.70) Lakhs, As a result the accumulated loss has been increased by Rs.(2019.47) lakhs during the current year. The total accumulated loss as on 31.03.2024 is Rs.7125.15 lakhs. The Company continues its business operation to the optimum level. The management is hope full that the company will generate to make profit in the ensuing quarters.
2.	We have observed that, advances paid to suppliers amounting to Rs. 47.58 Lakhs, which were long outstanding and since confirmation of balances have not been received for the same, we are unable to comment on the quality of such assets.	The management assures that all the money should be collected partially in the ensuing quarters. The remaining balance will be collected during the year 2024-25.

STATEMENT OF IMPACT OF QUALIFIED OPINION OF STATUTORY AUDITOR.:

The Auditors qualified opinion, Management''s explanations thereon and Statement of Impact of Audit Qualifications are given in ANNEXURE - 1.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is part of Directors Report. ANNEXURE-8

34. DISCLOSURE REGARDING ACCOUNTING TREATMENT.

In preparation of financial statement the treatment prescribed in all the applicable Accounting Standards are followed and no alternative treatment has been adopted.

35. CORPORATE GOVERNANCE REPORT

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does not apply to your company, as your company''s equity share capital and net worth is below the threshold limit prescribed under the said Regulation and hence the Report on Corporate Governance is not provided.

36. DECLARATION BY CEO AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

Declaration from CEO has been given ANNEXURE - 9

37. COMPLIANCE CERTIFICATE REGARDING CORPORATE GOVERNANCE.

The certificate is not applicable as the provisions of Corporate Governance does not apply to your company.

38. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT There are no shares in demat suspense account or unclaimed suspense account.

39. STATEMENT OF DEVIATION/ VARIATION OF USE OF FUNDS RAISED THROUGH ANY PUBLIC ISSUE.

The company has not raised any fund through public, right or preferential issue of any security in recent time. Hence there is no Report on any deviation/ variation of the use of such funds.

40. DISCLOSURE OF COMPLIANCE WITH SECRETARIAL STANDARDS.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

41. RELATED PARTY TRANSACTION POLICY.

The Board of Directors framed and adopted a Related Party Transaction Policy at its meeting held on October 9, 2021 and the Related Party Transaction Policy can be viewed at the Company website www.slstindia.com

42. DIRECTORS'' REPORT PLACED IN WEBSITE.

This Directors'' report is placed in company''s website and the same can be viewed at www.slstindia.com

43. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to thank Company'' would like to express their gratitude for the co-operation and assistance extended to the Company by its Bankers, Customers, Suppliers, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and place on record their appreciation of the consistent and dedicated services of the employees at all levels who have immensely contributed to the performance of the Company during the period under review.

---

Mar 31, 2015

Dear members,

The Directors present the Fifty First Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2015.

WORKING RESULTS

Details Rs. Rs.

Profit from business operation before 1,08,75,964 Financial Expenses and Depreciation

Less:-

1) Financial Expenses 1,18,11,213 2) Depreciation 2,24,46,290 3,42,57,503

Profit/Loss before Tax -2,33,81,539

Less: Provision for Tax

* For Current Tax 0

* Deferred Tax Liability Written off 62,33,792

* Provision for tax for earlier years -50,25,760

Current year Profit/Loss After Tax -2,21,73,507 0 Loss carried forward from previous year -88,77,915

Loss carried forward -3,10,51,422

2. PRODUCTION AND SALES

Production of yarn during the year was 58.90 lakhs kgs as against 57.62 lakhs kgs in the previous year. The sale value during the year was Rs.115.08 crores as against Rs. 125.70 crores of previous year.

3. DIVIDEND

Due to loss, your Directors do not recommend Dividend.

4. TRADE PROSPECT AND OUTLOOK

The performance of the company during the year under review was not upto the expected level. The raw material cost remained constant. There were constraints in getting sufficient power and the average cost of power was high. The profitability of your company was affected by reduction in capacity utilization due to non availability of sufficient manpower and reduction in selling price of yarn.

5. CURRENT YEAR

The demand for the yarn and price realization at the beginning of the current year are good. Your Directors are doing their best to improve the performance.

6. DIRECTORS

Sri Balakrishna S and Sri R. Padmanaban retire by rotation and are eligible for reappointment.

7. Extract of Annual Return

An extract of Annual Return in Form MGT 9 is given in ANNEXURE 1.

8. Details of Board Meetings held during 2014-15.

There were five Board meetings held during the year 2014-15. The details and attendance record of Directors at the Board Meetings are as under.

Date of Meeting Board Strength No.of Directors (on the date of meeting) Present

29.05.14 4 4

31.07.14 4 4

31.10.14 4 4

11.02.15 4 4

09.03.15 4 4

9. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that -

1. In the preparation of Annual Accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2015, and of the profit/ loss of the company for that period.

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

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

5. The Directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. Independent Directors

a) The Board of Directors state that declarations were given by Sri J M Grover and Sri R. Sambasivan, Independent Directors under sub section (6) of 149 of Companies Act, 2013.

b) Terms and conditions of appointment of Independent Directors can be viewed at the company Website: www.slstindia.com

11. Remuneration Policy

The Remuneration Policy was recommended by Nomination and Remuneration Committee at its meeting held on February 11, 2015 and adopted by the Board of Directors at its meeting held on the same day and the policy is given in ANNEXURE 2

12. Explanation to observations of Secretarial Auditor.

The Board of Directors wish to state that:

a) Chief Executive Officer has been appointed by the Board of Directors at its meeting held on April 01, 2015

b) Regarding three other matters of non-compliances reported by the Secretarial Auditor, Directors are taking all earnest steps to comply with the requirements of Companies Act 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loans, guarantees or Investments covered under Sec 186 of Companies Act 2013.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SEC 188(1) COMPANIES ACT 2013

Related Parties Name of Director Nature of Salary to whom related relation Allowance ship and Bonus Rs.

Mr. R. Thirumalai R. Padmanaban Brother 9,15,990

Mr.R. Rajagopal R.Padmanaban Brother 3,00,000 (employed for 10 months from 01.06.2014)

Mr. Srish Jayender Balakrishna Balakrishna S Son 3,00,000 (employed for 10 months from 01.06.2014)

Total 15,15,990

Related Parties PF Medical Total Rs. Benefit Rs. Rs.

Mr. R. Thirumalai 64,800 18,000 9,98,790

Mr.R. Rajagopal 21,600 0 3,21,600

Mr. Srish Jayender Balakrishna 21,600 0 3,21,600

Total 1,08,000 18,000 16,41,990

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 in Form No. AOC 2 is provided in Annexure - 3.

15. Material Changes

There are no material changes affecting the financial position of the company which occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

16. DETAILS TO BE DISCLOSED UNDER RULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014.

The information to be disclosed under RULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014 is given in ANNEXURE - 4.

17. Risk Management Policy

At present, risk management is handled by the Wholetime Directors and the risk management policy is yet to be framed.

18. Corporate Social Responsibility

As the company's networth, turnover and net profit are below the threshold limit prescribed under the Companies Act, 2013, the company is yet to form a Corporate Social Responsibility Committee.

19. Evaluation of Board

The performance of Board, its Committee and individual directors are evaluated by No.of meetings held, time spent in each meeting deliberating the issues, quality of information / data provided to the member, the time given to them to study the details before each meeting, quality of the deliberation in each meeting, contribution of each director, the details of decision taken and measures adopted in implementing the decision and monitoring the continuous implementation of the decision and feed back to the Board.

20. DETAILS TO BE DISCLOSED UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014.

The information to be disclosed under RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014 is given in ANNEXURE - 5.

21. DISCLOSURE ON AUDIT COMMITTEE

a) The composition of the Audit Committee is as below:

Member & Chairman Sri J M Grover

Member Sri R. Sambasivan

All the members have wide exposure in the relevant areas.

b) The Board of Directors has accepted all recommendations of Audit Committee.

22. Establishment of Whistle Blower Policy and Vigil Mechanism

A Whistle Blower Policy and Vigil Mechanism was adopted by the Board of Directors at its meeting held on March 9, 2015. The policy can be viewed at the company website www.slstindia.com.

23. Secretarial Audit Report

The Secretarial Audit Report for the year 2014-15 is provided in ANNEXURE - 6.

24. DETAILS TO BE DISCLOSED UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The required disclosures are provided in ANNEXURE - 7.

25. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

As none of the employees was in receipt of remuneration in excess of the prescribed limit, there is no report under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014.

The company has in place a system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013

All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

* No of complaints received - Nil

* No of complaints disposed off. - NA

27. FINANCE

The Board of Directors thanks Indian Overseas Bank and State Bank of India for their continued assistance and co-operation.

28. LABOUR

The relationship with labour continues to be cordial. Your Directors place on record their appreciation of the devoted services of the Officers, Members of the Staff and Workers during the year.

29. COST AUDIT

As per Statutory requirement, there is no cost audit for the Textile Industry for the year 2014-15.

30. CORPORATE GOVERNANCE

Clause 49 is not, for the time being, applicable to your company, as your company's equity share capital and net worth is below the threshold limit prescribed under this Clause of the Listing Agreement and hence the Report on Corporate Governance is not provided.

31. AUDITORS

The Auditors of the Company M/s. S. Viswanathan retire and are eligible for reappointment. The Audit Committee of the Board of Directors has recommended their re-appointment. A Certificate under Section 139(1) of the Companies Act 2013 has been obtained from them.

By Order of the Board

Place : Chennai (BALAKRISHNA S) Date : May 26, 2015 Chairman & Managing Director

---

Mar 31, 2013

Ladies and Gentlemen,

The Directors present the Forty Ninth Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2013

WORKING RESULTS

Details Rs. Rs.

Profit before financial charges and

Depreciation from business operations. 13,98,60,102

Less:-

1) Financial Charges 2,48,82,519

2) Depreciation 2,52,38,952 5,01,21,471

Profit before Tax 8,97,38,631

Less: Provision for Current Year Tax 1,95,95,109

Eligible MAT Credit written back 1.01.09.387

94,85,722 Less: Provision for deferred tax liability 67,48,193 1,62,33,915

Profit for the year 7,35,04,716

Less: Loss brought forward 9,79,78,225

Loss carried forward 2,44,73,509 PRODUCTION AND SALES

Production of yarn during the year was 56.60 lakhs kgs as against 50.78 lakhs kgs in the previous year. The quantity and value of yarn sold were 55.32 lakhs kgs. and Rs. 113.75 Crores as against 51.62 lakhs kgs and Rs. 96.63 Crores.

TRADE PROSPECT AND OUTLOOK

The performance during the year under review was good. The cotton prices and yarn prices remained steady. The power availability from State Grid continues to be low. To maintain capacity utilization mills were compelled to buy power from third parties at high cost.

CURRENTYEAR

The performance during the current year continues to be good. Your Directors are doing their best to improve the performance.

DIRECTORS

Sri R.Padmanaban and Sri R.Sambasivan are due to retire by rotation and are eligible for reappointment. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that -

1. In the preparation of Annual Accounts for the year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2013, and of the profit of the company for that period.

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

4. The Directors have prepared the annual accounts on a going concern basis.

FINANCE

The Board of Directors wishes to thank Indian Overseas Bank and State Bank of India for their continued assistance and co-operation.

LABOUR

The relationship with labour continues to be cordial. Your Directors place on record their appreciation of the devoted services of the Officers, Members of the Staff and Workers during the year.

COST AUDIT

As per Statutory requirement, the Costing Records will be audited by the Cost Auditor to be appointed soon and he will be submit his report directly to the Central Government.

PUBLIC DEPOSIT

Your company is not accepting any deposit from public.

DETAILS TO BE DISCLOSED AS PER PROVISION OF SEC.217 OF THE COMPANIES ACT 1956

The information to be disclosed as per provision of Sec.217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I. which forms part of this report.

As none of the employees was in receipt of remuneration in excess of the prescribed limit, there is no report under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The report on Management''s Discussion and Analysis and the report on Corporate Governance are given in Annexure II & Annexure III respectively.

AUDITORS

The Auditors of the Company M/s. S.Viswanathan retire and are eligible for reappointment. The Audit Committee of the Board of Directors has recommended their re-appointment. A Certificate under Section 224(1 B) of the Companies Act 1956 has been obtained from them. By Order of the Board

Place : Chennai (R. SRIHARI)

Date : May 29, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors present the. Forty Eighth Annual Report of the Company alongwith the audited statement of accounts for the year ended 31s1 March 2012

WORKING RESULTS

Details Rs. Rs.

Loss before financial charges and depreciation from business operations. -2,44,08,356

Less:-

1) Financial Charges 3,78,45,703

2) Depreciation 3,25,57,574

7,04,03,277 Loss before Tax -9,48,11,633

Add :- Provision for Current Year Tax 31,,000

Less :-Reduction in deferred tax liability -1,78,48,245

-1,78,17,245

Loss for the Year -7,69,94,388

Add :- Loss brought forward -2,09,83,837

Loss Carried forward -9,79,78,225

Balance Carried Over -9,79,78,225

PRODUCTION AND SALES

Production of yarn during the year was 50.78 lakhs kgs as against 50.45 lakhs kgs in the previous year. The quantity and value of yarn sold were 51.62 lakhs kgs. and Rs.96.63 Crores as against 50.13 lakhs kgs and Rs. 100.19 Crores.

TRADE PROSPECT AND OUTLOOK

As reported in the previous annual report the performance during the year under review was strained. The spinning industry faced unprecedented problems in many fronts. The inconsistent policy followed by Government of India on the export of cotton pushed the cost of cotton consumed during the year to highest level. The restrictions placed by Government on the export of yarn lowered the yarn price. There was no parity between the cost of cotton consumed and yarn prices. The power availability from State grid was low. Mills to maintain capacity utilization were compelled to buy power from third parties at high cost. The measures taken by Reserve Bank of India to contain the inflation pushed up the cost of borrowing to higher level. This has resulted in poor performance of all mills and your mill was not an exception.

CURRENTYEAR

The performance during the current year is showing improvement. The cotton price remained steady and the yam prices also remain at reasonable level. Your Directors are doing their best to maintain the performance at a reasonable level.

DIRECTORS -

Sri J M Grover and Sri Balakrishna S are due to retire by rotation and are eligible for reappointment. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that -

1. In the preparation of Annual Accounts for the year ended 31st March 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2012, and of the profit of the company for that period.

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

4. The Directors have prepared the annual accounts on a going concern basis.

FINANCE

- The Board of Directors wishes to thank Indian Overseas Bank and State Bank of India for their continued assistance and co-operation.

LABOUR

The relationship with labour continues to be cordial. Your Directors place on record their appreciation of the devoted services of the Officers, Members of the Staff and Workers during the year.

COST AUDIT

As per Statutory requirement, the Costing Records are being audited by the Cost Auditor and he will be submitting his report directly to the Central Government.

PUBLIC DEPOSIT

Your company is not accepting any deposit from public.

DETAILS TO BE DISCLOSED AS PER PROVISION OF SEC.217 OF THE COMPANIES ACT 1956

The information to be disclosed as per provision of Sec.217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I. which forms part of this report.

As none of the employees was in receipt of remuneration in excess of the prescribed limit, there is no report under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The report on Management's Discussion and Analysis and the report on Corporate Governance are given in Annexure II & Annexure III respectively.

AUDITORS

The Auditors of the Company M/s. S.Viswanathan retire and are eligible for reappointment. The Audit Committee of the Board of Directors has recommended their re-appointment. A Certificate under Section 224(1 B) of the Companies Act 1956 has been obtained from them.

By Order of the Board

Place : Chennai (R. SRIHARI)

Date : August 08, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors present the Forty Sixth Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2010

WORKING RESULTS

Details Rs. Rs.

Profit before financial charges and

depreciation from business operations. 5,70,10,664

Less:-

1) Financial Charges 4,04,06,280

2) Depreciation 4,01,30,723

8,05,87,003

Loss before Tax -2,35,76,339

Add - Provision for Current Year Tax 21,600

Less: Reduction in deferred tax liability -79,86,222

-79,64,622

Loss for the Year -1,56,11,717

Add:- Loss brought forward -4,94,80,000

Loss carried forward -6,50,91,717

Balance Carried Over -6,50,91,717



PRODUCTION AND SALES



Production of yarn during the year was 44.43 lakhs kgs as against 41.30 lakhs kgs in the previous year. The quantity and value of yarn sold were 47.94 lakhs kgs. and Rs.7584.79 lakhs as against 42.62 lakhs kgs and Rs. 6587.28 lakhs.

CAPITAL EXPENSES

The extension of factory building was completed at a cost of Rs.4.08 crores and the additional space will be used for addition of machines as and when the funds are available and on improvement of market conditions.

TRADE PROSPECT AND OUTLOOK

The first three quarters of the year under review continued to be difficult for the textile industry. Several factors such as inconsistency in demand for yarn, non-availability of power, high cost power and fuel adversely affected the performance of the company. Due to general revival of economy worldwide, the demand for yarn and sates realization of yarn in the last quarter were good. This has resulted in improvement in the performance in the last quarter. As the same trend continues the outlook for 2010-11 is good and your Directors are taking all possible steps for better performance.

DIRECTORS

Sri K S T Pani, after serving the Board as Director for nearly 20 years has resigned from the Board with effect from 22.04.2010. The company places on record its appreciation for his untiring and continuous efforts for the . development of the Company.

Sri J M Grover and Sri Baiakrishna S are due to retire by rotation and are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that -

1. In the preparation of Annual Accounts for the year ended 31st March 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures:

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2010, and of the profit of the company for that period.

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

4. The Directors have prepared the annual accounts on a going concern basis.

FINANCE

The Board of Directors wishes to thank Indian Overseas Bank and State Bank of India for their continued assistance and co-operation.

LABOUR

The relationship with labour continues to be cordial. Your Directors place on record their appreciation of the devoted services of the officers, members of the staff and workers during the year.

COST AUDIT

As per Statutory requirement, the Costing Records are being audited by the Cost Auditor and he will be submitting his report directly to the Central Government.

PUBLIC DEPOSIT

Your company is not accepting any deposit from public.

DETAILS TO BE DISCLOSED AS PER PROVISION OF SEC.217 OF THE COMPANIES ACT 1956

The information to be disclosed as per provision of Sec.217{1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I. which forms part of this report.

As none cf the employees was in receipt of remuneration in excess of the prescribed limit, there is no report under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The report on Managements Discussion and Analysis and the report on Corporate Governance are.given in Annexure II & Annexure III respectively.

AUDITORS

The Auditors of the Company M/s. S.Viswanathan retire and are eligible for reappointment. The Audit Committee of the Board of Directors has recommended their re-appointment. A Certificate under Section 224(1 B} of the Companies Act 1956 has been obtained from them.

By Order of the Board

Place : Chennai (R. SRIHARI)

Date : 28th May 2010 Chairman & Managing Director