Directors Report of Super Spinning Mills Ltd.

Mar 31, 2025

Your directors present their 63rd Annual Report on the
performance of the Company together with the Audited
Financial Statements for the financial year ended 31st
March 2025.

Financial Highlights:

The financial performance of the Company for the
financial year ended 31st March 2025 is summarised
below

(Rs. In Lakhs)

Particulars	31.03.2025	31.03.2024
Revenue from operation	662.73	694.52
Other Income	24.33	12.36
Total Revenue	687.06	706.88
Earnings before Finance Cost, Depreciation & Tax	490.17	585.73
Less: Finance Cost	196.43	194.18
Earnings before Depreciation & Tax	293.74	391.55
Less: Depreciation and amortization	121.33	124.05
Profit/ (Loss) before Exceptional Items & Tax	172.41	267.50
Add/Less: Exceptional Items	-	(274.52)
Profit/Loss before Tax from continuing operations	172.41	(7.02)
Less: Current and deferred Tax	399.12	669.16
Profit / (Loss) after Tax from continuing operations	(226.71)	(676.18)
Add: Profit/Loss from discontinued operations	(1413.94)	(1413.27)
Add : Other Comprehensive Income	0.56	274.52
Total Comprehensive Income for the period	(1640.09)	(1814.94)

Review of Business Operations & Outlook for the
current year

Your Company has taken a significant step in exiting
the manufacture of yarn. During the year under review,
your company has let out few portions of the factory
and warehouse in Hindupur to have a stabilised income
for the company and to set off against the losses
accumulated on account of discontinued operations.
Your company has also accelerated its efforts in order to
identify potential clients to lease out the existing Super
B unit that would increase the income of your company.

Your Company earned total income of Rs. 687.06 Lakhs
during FY 2024-25 as against the income of Rs 706.88
Lakhs during the FY 2023-24. The profit before tax
and exceptional items for FY 2024-25 was Rs. 172.41
Lakhs as against Rs 267.50 during the FY 2023-24. The
Company has given few properties of the SUPER SARA
unit on operating lease arrangements and the same is
yielding significant revenue. The Company is exploring
similar possibilities for SUPER B as well, which might be
considered a bright light during the Company’s difficult
times.

Change in the nature of Business

Your company has exited the business of Textiles and
it is currently focusing on the rental business of the
company. There was no change in the nature of principal
business of the Company during the financial year
ended 31st March 2025. The company discontinued its
operations in the “Textiles” segment and continues to
operate in the “Rental Services” business segment.

Transfer to Reserves

The Company has not transferred any amount to
the General Reserve during the year under review.
However, the Losses of the FY 2024-25 along with
Comprehensive Income have been adjusted against the
retained earnings under the head “Other Equity”.

Share Capital

There was no change in the capital structure of your
Company during the year under review. The issued,
subscribed and paid-up share capital of the Company as
on 31st March 2025 stood at Rs.5,50,00,000/- divided
into 5,50,00,000 equity shares of Re.1/- each. During
the year under review the Company has not made any
fresh issue of shares.

Dividend

Due to losses incurred by the Company during the year
under review the Directors have not recommended any
Dividend for the year ended 31st March 2025.

Transfer of Unclaimed Dividend/ Shares to Investor
Education and Protection Fund

There was no amount to be transferred during the year to
the Investor Education and Protection Fund established
by the Central Government.

Extract of Annual Return

The Annual Return of the Company for the financial
year 2024-25 as required under Section 92(3) of
the Companies Act, 2013 (‘the Act’) is available on
the website of the Company at the link https://www.
superspinning.com/investors/#Annual-Return

Board and Committee meetings

During the year under review, five Board meetings were
held. For details of meetings of the Board, please refer
to the Corporate Governance Report, which forms part
of this report.

Also, the details pertaining to the composition
and meetings of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee are also included in the
Corporate Governance Report.

Statement of Compliance with Secretarial Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
secretarial standards and such systems are adequate
and operating effectively. The Company has duly
complied with Secretarial Standards issued by Institute
of Company Secretaries of India on meeting of the
Board of Directors (SS-1) and General Meetings (SS-2).

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)
(c) of the Act, with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
and there are no material departures from those
standards;

b) the directors had selected such accounting policies
and applied them consistently and made judgments

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

c) the directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d) the directors had prepared the annual accounts on
a going concern basis;

e) the directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively and

f) 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.

Details in respect of frauds reported by Auditors
under Section 143(12) of the Companies Act, 2013
other than those which are reportable to the Central
Government

There were no instances of frauds identified or reported
by the Statutory Auditors during the course of their audit
pursuant to Section 143(12) of the Act.

Declaration of Independent Directors

The Independent Directors have submitted their
declarations to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 [‘SEBI (LODR) / Listing Regulations’]
so as to qualify themselves as Independent Directors
under the provisions of the Companies Act, 2013 and
the relevant rules of the Listing Regulations. Further,
they have also declared that they are not aware of
any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence.

Pursuant to Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the

Independent Directors have submitted necessary
declaration of compliance with Rule 6(1) and Rule 6(2)
of the said Rules. They have confirmed that their names
have been included in the data bank of the Indian
Institute of Corporate Affairs.

Familiarization Programmes

In compliance with the requirements of the Listing
Regulations, the Company has put in place a
familiarization programme for the Independent
Directors to familiarize them with their roles, rights and
responsibilities as Independent Directors, the working
of the Company, nature of the industry in which the
Company operates, business model and so on. The same
is also available on the Company website at https://www.
superspinning.com/wp-content/uploads/2025/06/9.-
FAMILIARIZATIONPROGRAM24-25.pdf

Statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year

Board of Directors have evaluated the Independent
Directors appointed/ re-appointed and opined that
the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.

Company’s Policy Relating to Directors
Appointment, Payment of Remuneration and other
matters

The Board has, on the recommendation of the
Nomination and Remuneration Committee, framed a
policy on nomination, appointment and remuneration
of Directors, Key Managerial Personnel, Senior
Management Personnel and employees of the Company
including criteria for determining qualifications, positive
attributes, independence of a Director and other
matters pursuant to the provisions of Section 178 of the
Companies Act, 2013 and in terms of Regulation 19(4)
of the Listing Regulations. The detailed Remuneration
Policy can be accessed on the Company’s website at
the link https://www.superspinning.com/wp-content/
uploads/2025/06/6.-Nomination-and-Remuneration-
Policy.pdf

Comments on Auditors’ Report

There were no qualifications, reservations, adverse
remarks or disclaimers made by M/s.C S K Prabhu
and Co LLP (formerly C S K Prabhu and Co), Statutory
Auditors in their reports excepting for the below
mentioned facts.

S. No	Auditor Qualification or adverse remark	Directors Reply
1.	The software/ application used for maintaining Payroll and Property, Plant and Equipment & Intangible Assets does not have a feature of recording audit trail (edit log) facility both at the application level and database level.	The management will take necessary steps to implement an appropriate audit trail feature during the current financial year.
2.	We are not able to verify the effective date from which the audit trail (edit log) facility for the accounting software “Tally” (used for maintenance of the accounting records by the Company) was operated during the year. Further the audit trail feature was not enabled at the database level throughout the year to log any direct data changes, for the accounting software “Tally” used for maintenance of the accounting records by the Company.	The management will ensure that the audit trail functionality is properly implemented and enabled, both at the application and database level, in the current financial year.
3.	In view of reporting requirement under point 2 above, we are unable to verify the preservation of the audit trail as per the statutory requirements for record retention.	The management will take appropriate corrective measures to ensure compliance with statutory record retention norms and prevent recurrence of such issues in the future.

S. No	Auditor Qualification or adverse remark	Directors Reply
4	According to the	The said position
	information and	has arisen due to a
	explanations given to	negative net current
	us and the procedures	asset position as
	performed by us	on 31.03.2025. The
	and on an overall	management is
	examination of the	confident that this
	financial statements	situation will improve in
	of the Company,	the ensuing years with
	we report that the	better operational and
	Company has used funds raised on short term basis aggregating to Rs. 1,831.01 Lakhs (Previous Year- Rs. 612.83 Lakhs) for Long term purposes.	financial performance.

With respect to the remarks made by the Secretarial
Auditors, M/s. MDS & Associates LLP, Company
Secretaries and in the Auditor’s Certificate on Corporate
Governance by M/s. C S K Prabhu and Co LLP (formerly
known C S K Prabhu and Co), Chartered Accountants,
your directors wish to state as follows:

or adverse remark
The Company has reported certain events, which are covered under Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the stock exchanges beyond the prescribed time specified thereunder.	The delay in the filing beyond the prescribed time specified thereunder was due to inadvertence. The Company will ensure that there are no such instances going forward.

S. No	Auditor Qualification or adverse remark	Directors Reply
2.	During the year under review, the Company appointed two Directors in the capacity of Independent Directors, whose names were not included in the Director Databank at the time of their respective appointments. However, their names were subsequently added to the databank in compliance with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.	The names of the two Independent Directors were inadvertently not included in the Independent Director Databank. However, the Company has since taken necessary corrective steps, and their names have been duly registered in the databank within a reasonable timeframe. The Company will ensure such instances do not recur in the future.

Other than the above, there are no qualifications,
reservations or adverse remarks or disclaimers made
by M/s. MDS & Associates LLP, Company Secretaries,
Secretarial Auditors in their report.

Particulars of Loans, Guarantees or Investments
made under Section 186 of the Companies Act, 2013

Pursuant to the provisions of Section 186(4) of the Act,
the Company has not granted any loans or given any
security or made any investments during the year under
review. However, the details in respect of investments
made by the Company in the earlier years are disclosed
in the notes to the financial statements.

Particulars of contracts or transactions with related
parties

All the transactions entered into by the Company with
related parties as defined under the Act and Regulation
23 of the Listing Regulations, during the financial year
2024-25 were in the ordinary course of business and on
arms’ length basis. Prior approval / Omnibus approval is
obtained from the Audit Committee for all related party
transactions and the transactions are periodically placed
before the Audit Committee for its approval.

The particulars of contract and arrangement entered
into by the Company with related parties referred to
Section 188(1) of the Act including certain arm’s length

transactions under third proviso thereto are disclosed in
Annexure 1 (Form No. AOC-2) and forms part of this
Report.

The policy on related party transactions as approved
by the Board of Directors of the Company has been
uploaded on the company’s website and may be
accessed through the link at https://www.superspinning.
com/wp-content/uploads/2025/04/Related-Party-
Transactions-Policy.pdf

Material changes and commitments affecting the
financial position of the company.

There have been no material changes and commitments,
if any, affecting the financial position of the Company
which have occurred between the end of the financial
year of the Company to which the financial year ended
31st March, 2025 relate and the date of the report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

A) Conservation of Energy

The Company has disposed off the Plant and
Machinery at Super B Unit and accordingly, the
Company has no manufacturing operations.
However, the Company is keen on reducing the
energy consumption and carried out necessary
actions for optimum utilization of energy and greater
emphasis has been laid on creating awareness
amongst all employees for the optimal utilization
of power and to prevent misuse of energy at all
levels. Further, necessary steps are taken by the
Company for utilizing alternate sources of energy.
The Company has not made any capital investment
in energy conservation equipment.

B) Technology absorption

The Company has not absorbed any technology
nor has imported any technology during the year
under review and hence disclosure of the details
pertaining to the same does not arise.

C) Foreign Exchange earnings and outgo

There are no Foreign Exchange Earnings and outgo
during the year under review.

STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY

OF THE COMPANY

The Company continues to focus attention on the risk
areas identified and in case of any adverse situation,
suitable mitigation steps are taken. The Company has
adopted a comprehensive and integrated risk appraisal,
mitigation and management process. The risk mitigation
measures and procedures of the Company are placed
before the Audit Committee/ Board periodically for
review and improvement. The Company does not have
any Risk Management Policy as the elements of risk
threatening the Company’s existence are very minimal.

Audit Committee

The Company has constituted an Audit Committee in
accordance with Section 177 of the Act. Kindly refer
to the Report on Corporate Governance for matters
relating to the composition, meetings and functions of
the committee.

The Board has accepted the Audit Committee’s
recommendations during the year wherever required
and hence no disclosure is required under Section
177(8) of the Act, with respect to rejection of any
recommendations of Audit Committee by the Board.

Whistle Blower Policy (Vigil Mechanism)

Your Company has established a Vigil Mechanism/
Whistle Blower policy in line with the Regulations 18
and 22 of the Listing Regulations and Section 177 of the
Act. The Policy is formulated to enable the directors and
employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of the company’s
code of conduct or ethics policy. During the year under
review, there were no complaints received under this
mechanism. The Whistle Blower policy is available on
the company’s website and may be accessed through
the link at https://www.superspinning.com/wp-content/
uploads/2025/06/5.-WHISTLE-BLOWER-POLICY.pdf.

Corporate Social Responsibility initiatives

The Company has not developed and implemented any
Corporate Social Responsibility initiatives as the said
provisions are not applicable.

Annual evaluation of the Board on its own
performance and of the individual Directors

In compliance with the relevant provisions of the Act
read with the Rules made thereunder and the Listing
Regulations, the performance evaluation of the Board

as a whole, its specified Statutory Committees, the
Chairman of the Board and the Individual Directors was
carried out for the year under review.

In a separate meeting of independent directors,
the performance of non-independent directors was
evaluated. Independent Directors had evaluated the
quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance
of the Board as a whole and its Members and other
required matters.

Directors and Key Managerial Personnel
Director liable to retirement by rotation:

In accordance with the provision of the Companies
Act, 2013 and in terms of the Articles of Association
of the Company, Mr. Nikhil Govind Ramamurthi (DIN:
10089593), Director of the Company retires by rotation
at the ensuing Annual General Meeting and is eligible
for re-appointment. A resolution seeking shareholders''
approval for his re-appointment forms part of the
Notice along with brief details about him. Your directors
recommend his re-appointment.

Completion of Tenure:

During the year under review, the following Non¬
Executive Independent Directors completed their
second term of five years and retired from the Board of
the Company effective 31st May 2024:

i. Mr. Sudarsan Varadaraj (DIN: 00133533)

ii. Mr. C G Kumar (DIN: 02823567)

iii. Mrs. Suguna Ravichandran (DIN: 00170190)

The Board places on record its sincere appreciation for
the invaluable guidance and counsel rendered by the
above Directors during their period of office.

Appointment:

Pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
at their meeting held on 25th May 2024 and 1st June
2024, appointed Mr. Venkat Kumar Vikram (DIN
06397105) and Mrs. Manoharan Malavika Thothala
(DIN: 10584655) as the Additional Directors in the
capacity of Independent Directors of the Company.
Consequently, their appointment as Non-Executive
Independent Directors of the Company to hold office for
a first term of five (5) consecutive years with effect from

25th May 2024 and 1st June 2024 were approved by the
Shareholders at the 62nd Annual General Meeting held
on 10th August 2024.

Pursuant to the recommendation of the Nomination &
Remuneration Committee, the Board of Directors of the
Company at their meetings held on 28th January 2025
has appointed Mrs Sabeetha Devarajan as Company
Secretary of the Company with effect from 3rd February
2025.

Resignation:

During the year under review, Mrs Narmatha G K has
relinquished her position as the company secretary
of the company with effect from 31st January 2025
due to her personal reasons. The Board recalled the
tireless efforts and valuable contributions rendered by
her during the tenure and placed on record its sincere
appreciation to her.

Apart from the above, there were no other changes
in the Directors and Key Managerial Personnel of the
Company.

Key Managerial Personnel of the Company as required
under Sections 2(51) and 203 of the of the Companies
Act, 2013 as on 31st March 2025 are: Mr. Sumanth
Ramamurthi, Chairman and Managing Director, Mrs.
Padmavathy P, Chief Financial Officer and Mrs.
Sabeetha Devarajan, Company Secretary.

Subsidiaries, Joint Ventures and Associate
Companies

The Company does not have any Subsidiaries, Joint
Ventures or Associate Companies.

Deposits

Since the Company has not accepted any deposit
covered under Chapter V of the Act, there are no
deposits remaining unclaimed or unpaid as on 31st
March 2025 and accordingly, the question of default in
repayment of deposits or payment of interest thereon
during the year does not arise

Details of significant and material orders passed by
the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operation in
future

There are no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and company''s operation in future.

Adequacy of internal financial controls with
reference to the financial statements

In accordance with Section 134(5)(e) of the Act, the
Company has Internal Financial Controls Policy by
means of Policies and Procedures commensurate
with the size & nature of its operations and pertaining
to financial reporting. The Management uses the
management information reports and other reports to
have better internal control system and to take decisions
in time.

The Audit Committee of the Board constantly reviews the
internal control systems and their adequacy, significant
risk areas, control mechanism and the operations of the
Company. The Directors and Management confirm that
the Internal Financial Controls are adequate with respect
to the operations of the Company. A report of Auditors
pursuant to Section 143(3) (i) of the Act, certifying the
adequacy of Internal Financial Controls is annexed with
the Auditors Report.

Auditors

a) Statutory Auditors

M/s. C S K Prabhu and Co LLP (formerly C S K Prabhu
and Co), (Firm Registration No. 002485S/S000197),
Chartered Accountants, Coimbatore, were appointed
as the Statutory Auditors of the Company to hold office
from the conclusion of the 60th Annual General Meeting
held on 29th August, 2022 for a period of 5 consecutive
years till the conclusion of the 65th Annual General
Meeting to be held in the year 2027.

With effect from 23.04.2025, the statutory auditors,
M/s CSK Prabhu & Co, previously operating as a
partnership firm have changed their constitution to an
LLP under the name ‘M/s C S K Prabhu and Co LLP’
with FRN 002485S/S000197. The same has been noted
in the Board meeting of the company.

The company has received a certificate from M/s. C S K
Prabhu and Co LLP (formerly C S K Prabhu and Co).,
Chartered Accountants, Coimbatore, confirming that
they are not disqualified from continuing as statutory
auditors of the company

b) Secretarial Auditors

In terms of Section 204 of the Act and Rules made
thereunder, M/s. MDS & Associates LLP, Company
Secretaries, Coimbatore (LLPIN: ABZ 8060) were
appointed as Secretarial Auditors of the Company to

carry out the Secretarial Audit for FY 2024-25.

The report of the Secretarial Audit in Form No. MR-3 for
the financial year 2024-25 is annexed as Annexure 2 to
this report.

Pursuant to the Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read
with Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and subject to the
approval of Shareholders in the ensuing Annual General
Meeting, the Board of Directors of the Company have
recommended the appointment of MDS & Associates
LLP, Company Secretaries, Coimbatore as Secretarial
Auditors of the Company for a first term of 5 (five)
consecutive financial years commencing from the
financial year 2025-26.

MDS & Associates LLP have consented and confirmed
their eligibility for appointment as Secretarial Auditors
of the Company. The necessary Resolution for their
appointment has been included in the Agenda of the
Annual General Meeting Notice for the approval of the
Members.

Further, the Secretarial Compliance Report for the
year ended 31st March 2025 issued by the Practicing
Company Secretary pursuant to Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has been filed with BSE Limited and
the National Stock Exchange of India Limited. A copy of
the same is available on the Company’s website: www.
superspinning.com

Maintenance of cost records under sub-section (1)
of Section 148 of the Companies act, 2013

Pursuant to the provisions of Section 148(1) of the Act,
read with Companies (Cost Records and Audit) Rules,
2014, the Company was required to maintain cost
records. Accordingly, the company has duly made and
maintained the cost records as mandated by the Central
Government.

Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year

No applications have been made and no proceedings
are pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

Details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement
with the banks or financial institutions.

CEO/CFO Certification

As required under Regulation 33 (2) (a) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Managing Director of the
Company have furnished necessary certificate to the
Board on the Financial Statements presented.

Particulars of Employees and Remuneration

The details pursuant to Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure 3 to this report. Having
regard to the provisions of the second proviso to Section
136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the
members of the Company. Any member interested in
obtaining such information may write to the Company
Secretary.

Corporate Governance

The Corporate Governance Report is annexed to and
forms part of this report. The Company has complied
with the conditions relating to Corporate Governance
as stipulated in Listing Regulations. A report of the
Statutory Auditors of the Company confirming the
compliance of conditions of Corporate Governance as
required by Listing Regulations is annexed to this report

and forms part of this report.

A detailed review of the operations, performance and
future outlook of the Company and its businesses is
given in the Management''s Discussion and Analysis
Report (Regulation 34 of the Listing Regulations), which
forms part of this Report.

Disclosure under the Sexual Harassment of
Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a policy on Sexual
Harassment of Women at workplace in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Internal Complaint Committee has been setup
to redress complaints received regularly. There was
no complaints received from any employee during
the financial year 2024-25 and hence no complaint is
outstanding as on 31st March,2025 for redressal.

Listing of Shares

Equity shares of the Company was continued to be listed
on National Stock Exchange of India Limited (NSE) and
BSE Limited.

Acknowledgements

Your directors wish to place on record their appreciation
of the confidence reposed by the shareholders in
the Company at all times. The Directors thank the
Company''s Bankers, Financial Institutions, Customers,
Vendors, Investors, Suppliers and Business Associates
for their unstinted support. The Board of Directors
also wishes to place on record their appreciation for
the contributions made by the employees towards the
growth of the Company.

By Order of the Board
For Super Spinning Mills Limited

Sumanth Ramamurthi

Coimbatore Chairman & Managing Director

23rd May 2025 DIN: 00002773

---

Mar 31, 2024

Your directors present their 62nd Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

Financial Highlights:

The financial performance of the Company for the financial year ended 31st March, 2024 is summarised below

(Rs. In Lakhs)

Particulars	31.03.2024	31.03.2023
Revenue from operation	694.52	554.69
Other Income	12.36	-
Total Revenue	706.88	554.69
Earnings before Finance Cost, Depreciation & Tax	585.73	539.35
Less: Finance Cost	194.18	181.60
Earnings before Depreciation & Tax	391.55	357.75
Less: Depreciation and amortization	124.05	81.00
Profit/ (Loss) before Exceptional Items & Tax	267.50	276.75
Add/Less: Exceptional Items	(274.52)	-
Profit/Loss before Tax from continuing operations	(7.02)	276.75
Less: Current and deferred Tax	669.16	-
Profit / (Loss) after Tax from continuing operations	(676.18)	276.75
Add: Profit/Loss from discontinued operations	(1413.27)	(2233.13)
Add : Other Comprehensive Income	274.52	-
Total Comprehensive Income for the period	(1814.94)	(1956.38)

Review of Business Operations & Outlook for the current year

Your Company has taken a significant step in exiting the manufacture of yarn. The spinning sector has been facing demand recession from 2022 onwards, due to reduced imports from US and Europe. The Geo Political scenario has not helped this crisis either. Further, a significant breakdown of machinery occurred at SUPER B Unit, thereby halting the production from mid of May 2023. The Board after evaluating this situation decided to sell the Assets, thereby reducing the debt significantly. Shareholders’ approval for the same through Postal Ballot Notice dated 26.07.2023. Following the approval of the shareholders, the Company discontinued its Textile operations and informed the exchanges on August 31, 2023 and also entered into the necessary definitive agreements for the sale of the plant and machineries and executed the same in parts during the financial year 2023-24. The Company’s loss from such discontinued operation was at Rs. 1116.54 Lakhs before tax during FY 2023-24 as compared to Rs 2087.12 during the FY 2022-23.

Your Company earned total income of Rs. 706.88 Lakhs during FY 2023-24 as against the income of Rs 554.69 Lakhs during the FY 2022-23. The profit before tax and exceptional items for FY 2023-24 was Rs. 267.50 Lakhs as against Rs 276.75 during the FY 2022-23. The Company has given various properties of the SUPER SARA unit on operating lease arrangements and the same is yielding significant revenue. The Company is exploring similar possibilities for SUPER B as well, which might be considered a bright light during the Company’s difficult times.

Change in the nature of Business

There was no change in the nature of principal business of the Company during the financial year ended 31st March 2024. The company discontinued its operations in the “Textiles” segment and continues to operate in the “Rental Services” business segment.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the year under review. However, the Losses of the FY 2023-24 along with the Comprehensive Income have been adjusted against the retained earnings under the head “Other Equity”.

Share Capital

There was no change in the capital structure of your Company during the year under review. The issued, subscribed and paid-up share capital of the Company as on 31st March 2024 stood at Rs.5,50,00,000/- divided into 5,50,00,000 equity shares of Re.1/- each. During the year under review the Company has not made any fresh issue of shares.

Dividend

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31st March 2024

Transfer of Unclaimed Dividend/ Shares to Investor Education and Protection Fund

There was no amount to be transferred during the year to the Investor Education and Protection Fund established by the Central Government.

Extract of Annual Return

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) of the Companies Act, 2013 (‘the Act’) is available on the website of the Company at the link https://www. superspinning.com/investors/#Annual-Return

Board and Committee meetings

During the year under review, eight Board meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Also, the details pertaining to the composition and meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are also included in the Corporate Governance Report.

Statement of Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable secretarial standards and such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

Directors Responsibility Statement.

Pursuant to the requirement under Section 134(3) (c) of the Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

f) 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.

Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Act.

Declaration of Independent Directors

The Board has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and regulation 16 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and that their name is included in the databank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

Familiarization Programmes

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at https:// www.superspinning.com/wp-content/uploads/2024/04/ FAMILIARIZATIONPROGRAM202324.pdf

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

Board of Directors have evaluated the Independent Directors appointed/ re-appointed and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

Company’s Policy Relating to Directors Appointment, Payment of Remuneration and other matters

The Company pursuant to the provisions of Section 178 of the Act and in terms of Regulation 19(4) of the Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 1 and can also be accessed on the Company’s website at the link https:// www.superspinning.com/wp-content/uploads/2022/08/ NominationandRemunerationPolicy.pdf

Comments on Auditors’ Report

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s.C S K Prabhu & Co, Statutory Auditors in their reports.

In respect of the remarks made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial

Auditors, in their report, your directors wish to state as follows:

S. No	Auditor Qualification or adverse remark	Directors Reply
1.	The Company has reported certain events, which are covered under Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the stock exchanges beyond the prescribed time specified thereunder.	We wish to state that the delay in filing/ intimating to Stock Exchanges under the said regulation has been caused inadvertently. The Management has taken efforts to ensure that returns/ intimation to Stock Exchanges are done in time and will also do so going forward.
2.	The Company has not complied with General Circular No. 20/2020 dated 5th May 2020 issued by Ministry of Corporate Affairs (MCA) in respect of giving public notice before sending the notice(s) and copies of the financial statements, etc., by way of advertisement in at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and at least once in English language in an English newspaper having a wide circulation in that district.	The Company will ensure that there are no such instances going forward.

Apart from the above, there were no qualifications, reservations or adverse remarks or disclaimers made

by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors in their report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

Pursuant to the provisions of Section 186(4) of the Act, the Company has not granted any loans or given any security or made any investments during the year under review. However, the details in respect of investments made by the Company in the earlier years are disclosed in the notes to the financial statements.

Particulars of contracts or transactions with related parties

All the transactions entered into by the Company with related parties as defined under the Act and Regulation 23 of the Listing Regulations, during the financial year 2023-24 were in the ordinary course of business and on arms’ length basis. Prior approval / Omnibus approval is obtained from the Audit Committee for all related party transactions and the transactions are periodically placed before the Audit Committee for its approval.

The particulars of contract and arrangement entered into by the Company with related parties referred to Section 188(1) of the Act including certain arm’s length transactions under third proviso thereto are disclosed in Annexure 2 (Form No. AOC-2) and forms part of this Report.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company’s website and may be accessed through the link at https://www.superspinning. com/wp-content/uploads/2022/05/POLICYONRPT.pdf

Material changes and commitments affecting the financial position of the company.

Save as mentioned elsewhere in this Report, due to a significant breakdown of machinery at the SUPER B Unit, production was significantly affected from the mid of May 2023 and the Unit was shutdown after the shareholders approval from 31st August 2023. The financial impact of the same is as disclosed in the Annual Report. There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A) Conservation of Energy

During the year under review, the Company has disposed off the Plant and Machinery at Super B Unit and accordingly, the Company has no manufacturing operations. However, the Company is keen on reducing the energy consumption and carried out necessary actions for optimum utilization of energy and greater emphasis has been laid on creating awareness amongst all employees for the optimal utilization of power and to prevent misuse of energy at all levels. Further, necessary steps are taken by the Company for utilizing alternate sources of energy. The Company has not made any capital investment in energy conservation equipment.

B) Technology absorption

The Company has not absorbed any technology nor has imported any technology during the year under review and hence disclosure of the details pertaining to the same does not arise.

C) Foreign Exchange earnings and outgo

There is no Foreign Exchange Earnings and outgo during the year under review.

Risk Management Policy of the Company

Pursuant to Section 134(3)(n) of the Act, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk thereof.

Audit Committee

The Company has constituted an Audit Committee in accordance with Section 177 of the Act. Kindly refer to the Report on Corporate Governance for matters relating to the composition, meetings and functions of the committee.

The Board has accepted the Audit Committee’s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act, with respect to rejection of any recommendations of Audit Committee by the Board.

Whistle Blower Policy (Vigil Mechanism)

Your Company has established a Vigil Mechanism/ Whistle Blower policy in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. The Policy is formulated to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. During the year under review, there were no complaints received under this mechanism. The Whistle Blower policy is available on the company’s website and may be accessed through the link at https://www.superspinning.com/wp-content/ uploads/2022/05 /WHISTLEBLOWERPOLICY.pdf.

Corporate Social Responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Annual evaluation of the Board on its own performance and of the individual Directors

In compliance with the relevant provisions of the Act read with the Rules made thereunder and the Listing Regulations, the performance evaluation of the Board as a whole, its specified Statutory Committees, the Chairman of the Board and the Individual Directors was carried out for the year under review.

In a separate meeting of independent directors, performance of non-independent directors was evaluated. Independent Directors had evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Directors and Key Managerial Personnel

In accordance with the provision of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Sumanth Ramamurthi (DIN:00002773), Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. A resolution seeking shareholders’ approval for his re-appointment forms part of the Notice along with brief details about him. Your directors recommend his re-appointment.

During the year under review, pursuant to the approval granted by the Board of Directors and the members

of the Company, Mr. Sumanth Ramamurthi (DIN: 00002773) was re-appointed as the Managing Director of the Company for a period of 3 years with effect from 1st April 2023.

During the year under review, Mr. Nikhil Govind Ramamurthi (DIN: 10089593) was appointed as an Additional Non-Executive Director of the Company with effect from 1st June 2023 and was subsequently appointed as a Non-Executive Director of the Company by the members through the Postal Ballot on 28th August 2023.

Mr. Nidheesh A resigned as the Chief Financial Officer of the Company with effect from 30th April 2023. Subsequently, Mrs. Padmavathy P was appointed as the Chief Financial Officer with effect from 13th October 2023.

The second term of office of Mr. C G Kumar, Mr. Sudarsan Varadaraj and Mrs. Suguna Ravichandran, Independent directors expired on 31st May 2024. The Board recalled the tireless efforts and valuable contributions rendered by them during their long decades of association with the Company and placed on record its sincere appreciation to the Directors.

Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meetings held on 25th May 2024 and 1st June 2024 have appointed Mr. Venkat Kumar Vikram (DIN 06397105) and Mrs. Manoharan Malavika Thothala (DIN: 10584655) as Additional Directors in the capacity of Independent Directors of the Company with effect from 25th May 2024 and 1st June 2024 respectively subject to the approval of the shareholders. Accordingly, the necessary resolution for obtaining the approval of the shareholders of the Company for their appointment as Independent Directors of the Company has been incorporated in the Notice of the Annual General Meeting along with the brief details about them.

The company has also received declaration from the appointee directors that they fulfill the criteria of independence as prescribed under Section 149(6) of the Act as well as Regulation 16(1 )(b) of the Listing Regulations. Further, the Company has received notices from the members under Section 160(1) of the Act signifying their intention to propose the candidature of the aforesaid persons for the office of independent director(s) of the Company.

The board of directors recommends the appointment of the independent director(s).

Key Managerial Personnel of the Company as required under Sections 2(51) and 203 of the Act are Mr. Sumanth Ramamurthi, Chairman and Managing Director, Mrs. Padmavathy P, Chief Financial Officer and Mrs. Narmatha G K, Company Secretary.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

Deposits

Since the Company has not accepted any deposit covered under Chapter V of the Act, there are no deposits remaining unclaimed or unpaid as on 31st March, 2024 and accordingly, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operation in future

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

Adequacy of internal financial controls with reference to the financial statements

In accordance with Section 134(5)(e) of the Act, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size & nature of its operations and pertaining to financial reporting. The Management uses the management information reports and other reports to have better internal control system and to take decisions in time.

The Audit Committee of the Board constantly reviews the internal control systems and their adequacy, significant risk areas, control mechanism and the operations of the Company. The Directors and Management confirm that the Internal Financial Controls are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Act, certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

Auditors

a) Statutory Auditors

M/s. C S K Prabhu & Co., (Firm Registration No. 002485S), Chartered Accountants, Coimbatore, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 60th Annual General Meeting held on 29th August, 2022 for a period of 5 consecutive years till the conclusion of the 65th Annual General Meeting to be held in the year 2027.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit in Form No. MR-3 for the financial year 2023-24 is annexed as Annexure 3 to this report.

Further, the Secretarial Compliance Report for the year ended 31st March 2024 issued by the Practicing Company Secretary pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been filed with BSE Limited and the National Stock Exchange of India Limited. A copy of the same is available on the Company’s website: www.superspinning.com

Maintenance of cost records under sub-section (1) of Section 148 of the Companies act, 2013

Pursuant to the provisions of Section 148(1) of the Act, read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the company has duly made and maintained the cost records as mandated by the Central Government.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the

reasons thereof.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

CEO/CFO Certification

As required under Regulation 33 (2) (a) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director of the Company have furnished necessary certificate to the Board on the Financial Statements presented.

Particulars of Employees and Remuneration

The details pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 4 to this report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary.

Corporate Governance

The Corporate Governance Report is annexed to and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Listing Regulations. A report of the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as required by Listing Regulations is annexed to this report and forms part of this report.

A detailed review of the operations, performance and

future outlook of the Company and its businesses is given in the Management’s Discussion and Analysis Report (Regulation 34 of the Listing Regulations), which forms part of this Report.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaint Committee has been setup to redress complaints received regularly. There was no complaints received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31st March,2024 for redressal.

Listing of Shares

Equity shares of the Company was continued to be listed on National Stock Exchange of India Limited (NSE) and BSE Limited.

Acknowledgements

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times. The Directors thank the Company’s Bankers, Financial Institutions, Customers, Vendors, Investors, Suppliers and Business Associates for their unstinted support. The Board of Directors also wishes to place on record their appreciation for the contributions made by the employees towards the growth of the Company.

By Order of the Board For Super Spinning Mills Limited Sumanth Ramamurthi

Coimbatore Chairman & Managing Director

1st June 2024 DIN:00002773

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 56th Annual Report of the Company along with audited financial statements for the year ended 31^st March, 2018.

Financial Highlights :

The summary of the financial performance of the Company for the year ended 31^st March 2018 is as follows.

(Rs. in Lakhs)

Particulars	31.03.2018	31.03.2017
Revenue from operation	26,087.92	29,417.96
Other Income	273.83	1,273.10
Total Revenue	26,361.75	30,691.06
Earnings before Finance Cost, Depreciation & Tax	(222.49)	1,454.61
Less: Finance Cost	1,381.73	1,711.23
Earnings before Depreciation & Tax	(1604.22)	(256.62)
Less: Depreciation and amortization	554.82	796.58
Profit/(Loss) before Tax	(2,159.04)	(1,053.20)
Less: Current and deferred Tax	-	(243.93)
Profit/(Loss) after Tax	(2,159.04)	(1,297.13)

Review of business operations

During the year under review your Company has achieved a total turnover of Rs.26,087.92 Lakhs and incurred loss of Rs. 2,159.04 Lakhs as against the previous year turnover of Rs.29,417.96 Lakhs and the loss of Rs.1,297.13 Lakhs. Your Directors are confident that the performance would be improved during the current financial year.

Change in the nature of business

There was no change in the nature of principal business of the Company during the financial year ended 31^st March 2018.

Transfer to Reserves

During the year under review, no amount has been transferred to general reserves. However, the current year loss of Rs. 2,159.04 Lakhs has been adjusted against the retained earnings under the head other equity.

Dividend

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31 ^st March 2018.

Share Capital

The issued, subscribed and paid-up share capital of the Company as on 31^st March 2018 stood at Rs.5,50,00,000/- divided into 5,50,00,000 equity shares of Re.1/- each. During the year under review the Company has not made any fresh issue of shares.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since the Company has not declared any dividend since 2008-09, there was no amount to be transferred during the year to the Investor Education and Protection Fund established by the Central Government.

Extract of Annual Return

The extract of Annual Return in the prescribed Form No. MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.

Board and Committee meetings

During the year under review, 6 meetings of the Board of Directors, 6 meetings of Audit Committee, 3 meetings of Nomination and Remuneration Committee and 5 meetings of Stakeholders Relationship Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Statement on compliance with Secretarial Standards

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

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

f) 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.

Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

Declaration of Independent Directors

The Company has received declarations from all the Independent Directors of the Company for the financial year 2017-18, confirming that they meet the criteria of independence as prescribed both under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

Company’s Policy Relating to Directors Appointment, Payment of Remuneration and other matters provided under Section 178(3) of the Companies Act, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 2 and can also be accessed on the Company’s website at the link http:// www.superspinning.com/wp-content/uploads/2015/07/ Nomination-and-Remuneration-policy.pdf.

Comments on Auditors’ Report

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sethia, Prabhad & Hegde, Statutory Auditors and Mr. M.D.Selvaraj of MDS & Associates, Secretarial Auditor in their report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

During the year under review the Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the details in respect of investments made by the Company in the earlier years are disclosed in the notes to the financial statements.

Particulars of contracts or transactions with related parties

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2017-18 were in the ordinary course of business and on an arm’s length basis. Since there are no transactions which are not on arm’s length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company’s website and may be accessed through the link at http:// www.superspinning.com/wp-content/uploads/2016/08/ PolicyOnRelatedPartyTransactions.pdf.

Material changes and commitments affecting the financial position of the company

There were no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31^st March 2018 and the date of the report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 3 to this report.

Risk Management Policy of the company

The Company has a structured risk management policy. The Company does not face any risk other than those prevalent in the industry. The Company has taken all possible steps to overcome such risks. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

Audit Committee

The Company has constituted Audit Committee in accordance with Section 177 of the Companies Act, 2013. Kindly refer the Report on Corporate Governance for matters relating to the composition, meetings and functions of the committee.

The Board has accepted the Audit Committee’s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Companies Act, 2013, with respect to rejection of any recommendations of Audit Committee by the Board.

Whistle Blower Policy (Vigil Mechanism)

The Company has formulated a Whistle Blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the company’s website and may be accessed through the link at http://www.superspinning.com/wp-content/uploads/2016/08/WhistleBlowerPolicy.pdf.

Corporate Social Responsibility initiatives

The Corporate Social Responsibility Committee comprises of Mr. C S K Prabhu, Mr. Sumanth Ramamurthi and Mr. A R Balasundharam.

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013.

The Company was not required to spend on the Corporate Social Responsibility activities as the average net profits of the immediately preceding three financial years of the Company was in the negative.

The Annual Report on Company’s CSR activities of the Company is furnished in the prescribed format as Annexure 4 to this report.

Annual evaluation of the Board on its own performance and of the individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, Committees, Independent Directors, Non-Independent Directors, Chairman and Managing Director. Based on that performance evaluation has been undertaken. A separate meeting of Independent Directors of the Company was held for this purpose.

Board of Directors

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sumanth Ramamurthi, Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. A.S.Thirumoorthy resigned from the services as Managing Director and Director with effect from 31^st May 2018. The Board of Directors wish to place on record their sincere appreciation for the valuable contributions made by Mr. A.S.Thirumoorthy during his decade of association with the Company.

Mr.A.R.Balasundharam was appointed as an Independent Director of the Company with effect from 1^st June 2017. In his tenure as an Independent Director, Mr.A.R.Balasundharam has provided insights into the textile industry which have proved to be invaluable to the Company. Mr.A.R.Balasundharam has given a declaration dated 2^nd May 2018 to the effect that he does not meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 upon receipt of the consultancy fees.

The Nomination and Remuneration Committee and the Board of Directors at their meetings held on 19^th May 2018 have appointed Mr. A.R.Balasundharam as an Additional Director of the Company in the capacity of Non-Independent, Non-Executive director with effect from 20^th May 2018 and he shall hold office upto the date of this Annual General Meeting. Accordingly, necessary resolution proposing the appointment of Mr. A R Balasundharam as a Non-Independent & Non-Executive Director of the Company has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

The Board of Directors at their meeting held on 19^th May 2018 on the recommendation of the Nomination and Remuneration Committee has redesignated Mr. Sumanth Ramamurthi as Chairman and Managing Director with effect from 1^st June 2018.

Key Managerial Personnel

Key Managerial Personnel of the Company as required under Section 2(51) and 203 of the Companies Act, 2013 are Mr. Sumanth Ramamurthi, Executive Chairman, Mr. A S Thirumoorthy, Managing Director, Mr.C Shankar, Chief Financial Officer and Ms. Ramaa Krishnakumar, Company Secretary.

Mr.A S Thirumoorthy, Managing Director and Mr.C Shankar, Chief Financial Officer of the Company had resigned from the services of the Company from May 31, 2018 and June 2, 2018 respectively.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiaries, Joint Ventures or Associate Companies.

Fixed Deposits

The Company has not accepted or renewed any fixed deposits during the year under review and hence there were no unpaid deposits as on 31^st March 2018.

Details of significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company’s operation in future

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

Adequacy of internal financial controls with reference to the financial statements

The Company has implemented adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The committee reviews the statutory auditors’ report, key issues, significant process and accounting policies.

The Directors and the Management confirms that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

Auditors

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, the Company has appointed Mr. M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit in Form No. MR-3 for the financial year 201718 is annexed herewith as Annexure 5 to this report.

Statutory Auditors

M/s Sethia, Prabhad Hegde & Co, Chartered Accountants, Bangalore has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 55^th Annual General Meeting till the conclusion of 60^th Annual General Meeting of the Company.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with.

Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the 56th Annual General Meeting.

Cost Auditors

On the recommendation of the Audit Committee, the Board of Directors has appointed Mr.R.Krishnan, Cost Accountant, (Membership No. 7799) as the Cost Auditor of the Company for the financial year 2018-19.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is subject to the ratification of the members in a general meeting. The Board recommends the ratification of their remuneration.

Particulars of Employees

The details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 6 to this report.

Corporate Governance

A report on Corporate Governance is annexed to and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an internal complaints committee to redress the complaints regarding sexual harassment. All employees are covered under this policy. The company has received few complaints and all the complaints are properly settled after conducting enquiry.

Personnel Relations

The Company continues to enjoy the cordial relationship with its employees at all levels.

Acknowledgements

The Directors thank the Company’s Bankers, Financial Institutions, Customers, Vendors, Investors, Suppliers and Business Associates for their unstinted support.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to place on record their appreciation for the contributions made by the employees towards the growth of the Company.

For and on behalf of the Board

Sumanth Ramamurthi

Coimbatore Executive Chairman

19^th May, 2018 DIN: 00002773

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Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 54th Annual Report of the Company along with audited financial statements for the year ended 31st March, 2016.

Financial Highlights:

The summary of the financial performance of the Company for the year ended 31st March 2016 is as follows. (Rs. lakhs)

Particulars	31.03.2016	31.03.2015
Revenue from operation	34,829	44,050
Other Income	198	585
Total Revenue	35,027	44,635
Earnings before Finance Cost, Depreciation & Tax	686	1,813
Less: Finance Cost	2,143	2,304
Earnings before Depreciation & Tax	(1,457)	(491)
Less: Depreciation and amortization	995	1,037
Profit before Tax	(2,452)	(1,528)
Less : Exceptional Items	24	187
Less: Current and deferred Tax	(299)	(541)
Less: Adjustment for earlier years	--	-
Add : Extraordinary Items	1,595	-
Profit / (Loss) after Tax	(582)	(1,174)

Review of business operations

During the year under review your Company has achieved a total turnover of Rs. 34,829 lakhs and incurred loss of Rs. 582 lakhs as against the previous year turnover of Rs. 44,050 lakhs and the loss of Rs. 1174 lakhs. Your Directors are confident that the performance would be improved during the current financial year.

Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.

Dividend

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31st March 2016.

Transfer to Reserves

Due to losses incurred by the Company during the year under review the company is unable to transfer any amount to its reserves.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund In terms of Section 205A & 205C of the Companies Act, 1956, an amount of Rs. 1,67,816/- being unclaimed dividend (2007-08) was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

Share Capital

The issued, subscribed and paid-up share capital of the Company as on 31.03.2016 stood at Rs. 5,50,00,000/divided into 5,50,00,000 equity shares of Rs. 1/- each. During the year under review the Company has not made any fresh issue of shares.

The Company has decided to delist its equity shares from BSE Ltd due to insignificant transactions of its equity shares in BSE Ltd over a period of time.

Extract of Annual Return

The extract of Annual Return in the prescribed Form No.MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.

Board Committees

Details on the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this report.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

f) 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.

Details in Respect to Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

There have been no frauds reported by the auditors pursuant to Section 143(12) of the Companies Act 2013.

Declaration of Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company''s Policy relating to Directors appointment, payment of Remuneration and other matters provided under Section 178(3) of the Companies Act, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Remuneration policy of the Company is annexed herewith as

Annexure 2 and can also be accessed on the Company''s website at the link http://www. superspinning.com/wp-content/uploads/2015/07/ Nomination-and-Remuneration-Policy.pdf. The Criteria for determining qualifications, positive attributes and Independence of Directors and Senior Management Personnel has been stated in Annexure 3 to this report.

Auditors'' Report

There were no qualifications, reservations, adverse remarks or disclaimers made by the M/s.Reddy, Goud and Janardhan, Statutory Auditors and Mr. M.D.Selvaraj of MDS & Associates, Secretarial Auditor in their report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

During the year under review the Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the details in respect of investments made by the Company in the earlier years are disclosed in the notes to the financial statements.

Particulars of Contract or Transactions with related parties

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2015-16 were in the ordinary course of business and on an arm''s length basis. Since there are no transactions which are not on arm''s length basis and material in nature the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company''s website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Related-Party-Transactions.pdf.

Material changes and commitments affecting the financial position of the Company

There has been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2016 and the date of the report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 4 to this report.

Risk Management Policy of the company

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

Whistle Blower Policy (Vigil Mechanism)

The details of the composition of the Audit Committee have been enumerated in the Corporate Governance Report which forms a part of the Board''s report. The Company has formulated a Whistle Blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the company''s website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.

Corporate Social Responsibility initiatives

The Board has constituted a Corporate Social Responsibility Committee comprising of the following directors as its members;

1. Mr. C S K Prabhu - Chairman

2. Mr. Sumanth Ramamurthi - Member

3. Mr. A.S.Thirumoorthy - Member

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company.

The Annual Report on Company''s CSR activities of the Company is furnished in the prescribed format as Annexure 5 to this report.

Annual evaluation of the Board on its own performance and of the Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each Independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc.

Directors & Key Managerial Personnel

The tenure of office of Mr. Vijay Venkataswamy as an Independent Director of the Company expires on 31st May 2016. The Board of Directors at their meeting held on 30th May 2016 recommended the reappointment of Mr. Vijay Venkataswamy, as an Independent Director for a second tenure for one year with effect from 1st June 2016 to 31st May 2017.

Mr. A S Thirumoorthy, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Your Directors recommend his re-appointment.

Mr. R Srikanth, Company Secretary tendered his resignation during the year under review and he has been relieved of his duties from the closing hours of the business on 20th October 2015. Ms. Ramaa Krishnakumar, has been appointed as Company Secretary and Compliance Officer of the Company with effect from 7th November 2015.

Key Managerial Personnel of the Company as required under Section 2(51) and 203 of the Companies Act,2013 are Mr.Sumanth Ramamurthi, Executive Chairman, Mr.A.S.Thirumoorthy, Managing Director, Mr.N.Hemanand, Chief Financial Officer and Ms.Ramaa Krishnakumar, Company Secretary.

Subsidiaries, Joint Ventures and Associate Companies

The Company has two subsidiaries namely M/s.Sara Elgi Arteriors Limited - a wholly owned subsidiary and M/s. Elgi Building Products Limited - step down subsidiary.

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form AOC-1 and is attached as Annexure 6 to this report.

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding financial year or has generated 20% of the consolidated income of the Company during the previous financial year. The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Subsidiaries.pdf.

The consolidated financial statements of the company and its subsidiaries prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www. superspinning.com and will also be kept open for inspection to any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed Deposits

Since the Company has not accepted any fixed deposits covered under Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid as on 31st March 2016 and accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

Details of significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company’s operation in future

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The committee reviews the statutory auditors'' report, key issues, significant processes and accounting policies.

The Directors confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

Auditors

Statutory Auditors

M/s.Reddy, Goud & Janardhan, Chartered Accountants, Bangalore retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee & the Board of Directors recommend the re-appointment of M/s.Reddy, Goud & Janardhan, Chartered Accountants as the Statutory Auditors of the Company. Further, company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Necessary resolution for the appointment of Auditors has been included in the Notice of the Annual General Meeting for the approval of the Members.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial report is annexed herewith as Annexure 7 to this report.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, have reappointed M/s. S.Mahadevan & Co., Cost Accountants, as the Cost Auditors of the company for the financial year 2016-17.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors is subject to the ratification of the members in a general meeting. The Board recommends the ratification of their remuneration.

Particulars of Employees

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 8 and is attached to this report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate exceeding Rs. 60,00,000/-if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an internal complaints committee to address the complaints regarding sexual harassment. All employees are covered under this policy. The company has received few complaints and all the complaints are properly settled after conducting inquiry.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Acknowledgements

Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Sumanth Ramamurthi

Coimbatore Executive Chairman

30th May 2016 DIN: 00002773

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Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 53rd Annual Report of the Company along with audited financial statements for the year ended 31st March, 2015.

Financial Highlights:

The summary of the financial performance of the Company for the year ended 31st March 2015 is as follows. (Rs. lakhs)

Particulars 31.03.2015 31.03.2014

Revenue from operations 44,050 52,120

Total Revenue 44,635 52,623

Earnings before Finance 1,626 4,373 cost, Depreciation & Tax

Less: Finance cost 2,304 2,380

Earnings before Deprecia- (678) 1,993 tion & Tax

Less: Depreciation & Amor- 1,037 1,511 tisation

Profit before Tax

Less: Current & Deferred (541) 150

Tax

Less: Adjustment for earlier - - years

Profit after tax

Add: Balance brought (3,369) (3,701) forward

Profit available for (4,543) (3,369) appropriations and carry forward

Dividend

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31st March 2015.

Transfer to Reserves

Due to losses incurred by the Company during the year under review the company is unable to transfer any amount to its reserves.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In terms of Section 205A & 205C of the Companies Act, 1956, an amount of Rs. 6,42,276/- being unclaimed dividend (2006-07) was transferred during the year to the Investor Education and Protection Fund established by the Central Government. The unclaimed dividend for the year 2007-08 is due for remittance on 28th October 2015 to the Investors Education and Protection Fund during this year.

Share Capital

The issued, subscribed and paid-up share capital of the Company as at 31.03.2015 stood at Rs. 5,50,00,000/- divided into 5,50,00,000 equity shares of Rs. 1/- each. During the year under review the Company has not made any fresh issue of shares.

Extract of Annual Return

The extract of Annual Return in the prescribed Form No.MGT-9 pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure 1 and is attached to this Report.

Board Meetings Conducted During the Period under Review

The Company had conducted Four (4) Board meetings during the period under review. Further details on the Board and Committee meetings held during the year have been enumerated in the Corporate Governance Report which is annexed to this report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

(f) 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.

Declaration of Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Company's Policy Relating to Directors Appointment, Payment of Remuneration and other matters provided Under Section 178(3) of the Companies Act, 2013.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 2 and is attached to this report and can also be accessed on the Company's website at the link http://www.superspinning.com/ wp-content/uploads/2015/07/Nomination-and- Remuneration-Policy.pdf.

Auditors' Report

There were no qualifications, reservations, adverse remarks or disclaimers made by the M/s.Reddy, Goud and Janardhan, Statutory Auditors and Mr.M.D.Selvaraj of MDS & Associates, Secretarial Auditor in their report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The Company has not granted any loans or given any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the year under review. However, the details in respect of investments made by the Company in the earlier years is disclosed in the notes to the financial statements.

Particulars of contracts or arrangements with Related Parties

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2014-15 were in the ordinary course of business and on an arm's length basis. Since there are no transactions which are not on arm's length basis and material in nature the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company's website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Related-Party-Transactions.pdf.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2015 and the date of the report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 3 to this report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

Whistle Blower Policy (Vigil Mechanism)

The details of the composition of the Audit Committee have been enumerated in the Corporate Governance Report which forms a part of the Board's report. The Company has formulated a whistle blower policy in line with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The policy also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been uploaded on the company's website and may be accessed through the link at http://www. superspinning.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility initiatives

The Board has constituted a Corporate Social Responsibility Committee comprising of the following directors as its members;

1. Mr. C S K Prabhu - Chairman

2. Mr. Sumanth Ramamurthi - Member

3. Mr. A.S.Thirumoorthy - Member

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company.

The Company was however not required to incur any expenditure on the CSR initiatives during the year under review as the average net profits of the preceeding three financial years of the company was in the negative.

The Annual Report on Company's CSR activities of the Company is furnished in the prescribed format as Annexure 4 and attached to this report.

Annual evaluation of the Board on its own performance and of the Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of non-independent directors and the Board as a whole based on various criteria. The performance of each Independent Director was evaluated by the entire board of directors on various parameters like engagement, leadership, analysis, decision making, communication, governance etc. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily.

Directors & Key Managerial Personnel

During the year under review, the Members have approved the appointment of Mr. C.S.K. Prabhu, Mr.B.Vijayakumar, Mr.Sudarsan Varadaraj, Mr.Vijay Venkataswamy, Mr.C.G. Kumar and Mrs.Suguna Ravichandran as the Independent Directors of the Company for a period of 5 years.

The Members at the Annual General Meeting held on 10th September 2014 approved the appointment of Mr.Sumanth Ramamurthi and Mr.A.S.Thirumoorthy as the Executive Chairman and the Managing Director respectively with effect from 1st April 2014.

Mr.N.Hemanand was appointed as the Chief Financial Officer of the Company with effect from 1st April 2014.

Mr.Sumanth Ramamurthi, Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Your Directors recommend his re-appointment.

Subsidiaries, Joint Ventures and Associate Companies

The Company has two subsidiaries namely M/s.Sara Elgi Arteriors Limited - a wholly owned subsidiary and M/s.Elgi Building Products Limited - step down subsidiary.

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form AOC-1 and is attached as Annexure 5 to this report

The company does not have any material subsidiaries whose individual transactions exceeds 20% of the annual consolidated net worth of the holding company as per the last audited financial statements of the Company. The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www. superspinning.com/wp-content/uploads/2015/01/ Policy-on-Subsidiaries.pdf.

The consolidated financial statements of the company and its subsidiaries have prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www. superspinning.com and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed Deposits

Since the Company has not accepted any fixed deposits covered under Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid as on 31st March 2015 and accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

Details of Significant and Material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company's operation in future

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

Internal Control Systems and their Adequacy

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action and the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

AUDITORS Statutory Auditors

M/s.Reddy, Goud & Janardhan, Chartered Accountants, Bangalore retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee & the Board of Directors recommend the re-appointment of M/s. Reddy, Goud & Janardhan, Chartered Accountants as the Statutory Auditors of the Company. Further, company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial report is annexed herewith as Annexure 6 to this report.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, have appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost Auditors of the company for the financial year 2015-16.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors is subject to the approval of the members in a general meeting. The Board recommends the ratification of their remuneration.

Pursuant to Section 209(1)(d) of the Companies Act, 1956, the Cost Audit Report for the financial year ended 31st March 2014 was submitted to the Central Government on 29th September 2014.

Particulars of Employees

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 7 and is attached to this report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has constituted an internal complaints committee to address the complaints regarding sexual harassment. All employees are covered under this policy. The company has received some complaints and all the complaints are properly settled after conducting inquiry.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Acknowledgements

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Sumanth Ramamurthi

Coimbatore Executive Chairman

27th May 2015 DIN: 00002773

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 52nd Annual Report together with the audited statement of accounts for the financial year ended 31st March 2014.

Financial Results (Rs. lakhs)

Particulars 31.03.2014 31.03.2013

Revenue From Operation 52,120 43,414

Total Revenue 52,623 44,217

Earnings before Finance Cost, Depreciation and Tax 4,373 4,842

Less: Finance Cost 2,380 2,311

Earnings before Depreciation and Tax 1,993 2,531

Less: Depreciation and Amortization 1,511 1,697

Profit before Tax 482 834

Less: Current and Deferred Tax 150 86

Less: Adjustment for earlier years 0 (2)

Profit after Tax 332 751

Add: Balance brought forward (3,701) (4,452)

Profit available for appropriations and carry forward (3,369) (3,701)

MANAGEMENT DISCUSSION AND ANALYSIS

Dividend

Due to carry forward losses, the Directors have not recommended any dividend for the year.

Industry Conditions and Review of Operations

The Indian textile industry witnessed reasonable improvement during the course of the year. During the year under review your company was able to maintain its performance due to stable cotton prices, remunerative yarn price, upward trend in export of cotton yarn coupled with depreciation of Indian Rupee and through dedicated efforts aimed at improving operational efficiency, focus on optimal product mix and effective cost saving practices.

Power situation was cause of concern for most part of the financial year. The Company has taken up the modernization of its manufacturing facilities and planning an outlay of around Rs. 50 Crores towards the above in the next 3 to 4 years.

Company outlook

During the current year, in the first quarter the demand for the yarn is subdued and yarn prices could not be increased corresponding to the increase in cotton prices.

Opportunities, Risks and Concerns

The cotton price is subject to climatic conditions and market volatility. The probable impact of climatic conditions in current year is expected to have a bearing on the cotton prices.

Exports may partly get affected since European Markets are yet to improve. Power shortage and Labour shortage are major concerns, which could have impact on operations of the Company. Higher inflation and increase in interest rates would have adverse impact on profit margins of the company.

Subsidiary Companies and Consolidated Financial Statements of Subsidiaries

The Company has two subsidiaries namely M/s Sara Elgi Arteriors Limited - a wholly owned subsidiary and M/s Elgi Building Products Limited - step down subsidiary. The statement pursuant to Section 212 of the Companies Act 1956, containing details of subsidiaries of the Company forms part of this Annual report.

The Ministry of Corporate Affairs vide General Circular No. 2/2011 dt. 8th February 2011 has granted a general exemption from attaching a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies along with holding company and hence the same have not been attached herein.

The Consolidated Financial Statements of the Company and its subsidiary companies prepared in accordance with the Accounting Standard 21 (AS - 21) and Listing Agreement wherever applicable and forms part of the Annual Report and Accounts.

However, as per the conditions of the above referred circular the brief financial statement of subsidiaries is included in the Annual report The Annual Accounts of the subsidiary companies will be made available to the shareholders seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any shareholder at its Registered Office.

Directors

The term of office of Mr. Vidyaprakash D, Executive Chairman and Mr. Sumanth Ramamurthi, Managing Director came to an end on 31st March 2014. Mr. Vidyaprakash D on completion of his tenure retired from Executive Chairmanship and resigned from the Directorship of the Company. Your Directors wish to place on record its highest appreciation for the significant contributions and valuable guidance given by Mr. Vidyaprakash D as Executive Chairman of the Company during his tenure of office.

The Remuneration Committee and the Board of Directors at their meeting held on 7th February 2014 appointed Mr. Sumanth Ramamurthi as Executive Chairman and Mr. A S Thirumoorthy as Additional and Managing Director of the Company for a period of three years effective from 1st April 2014. The above appointments are subject to the approval of the members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. D Sarath Chandran is liable to retire by rotation and is eligible for reappointment.

The Nomination and Remuneration Committee and the Board of Directors at their meeting held on 28th May 2014 appointed Mr. C G Kumar and Mrs. Suguna Ravichandran as Additional Directors of the Company with effect from 1st June 2014. Their appointment is subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013, and Clause 49 (ii) of the Listing Agreement appointment of Independent Directors is required. Such Independent Directors are not liable to retire by rotation. Accordingly, the following Independent Directors are appointed as below:-

S. Name of the Period of Appointment No. Independent Director

1 Mr. C S K Prabhu 01.06.2014 to 31.05.2019

2 Mr. B Vijayakumar 01.06.2014 to 31.05.2019

3 Mr. Sudarsan Varadaraj 01.06.2014 to 31.05.2019

4 Mr. Vijay Venkataswamy 01.06.2014 to 31.05.2016

5 Mr. C.G Kumar 01.06.2014 to 31.05.2019

6. Ms. Suguna Ravichandran 01.06.2014 to 31.05.2019

Necessary resolutions for the appointment /re- appointment of the aforesaid directors have been included in the notice convening the ensuing Annual General Meeting and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules 2014.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

Transfer To Investors Education And Protection Fund

In terms of Section 205C of the Companies Act, 1956, an amount of Rs.3.74 Lakhs being unclaimed dividend (2005-06) was transferred during the year to the Investors Education and Protection Fund established by the Central Government. The unclaimed dividend for the year 2006-07 will be transferred to the Investors Education and Protection Fund during this year.

Internal Control System

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action and the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2014.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retires at the ensuing Annual General Meeting and have given their consent for re- appointment. The company has received confirmation from them that, if appointed, it would be within the limits under Section 139 of the Companies Act, 2013. The Audit committee and the Board of Directors of the company propose the reappointment of the auditors.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished, as there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors confirm that:

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

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

-Proper and significant care has been taken 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 the preventing and detecting fraud and other irregularities.

-The annual accounts have been prepared on a going concern basis.

Recognition and Reward

Your Directors are glad to inform that during the year the Company has been recognized and won the best implementing partner award on 2013 for supporting Tami Nadu Cotton Farmers in soil health management at Mumbai on 22nd March 2013 from international NGO, Solidaridad. Won 2nd prize best project award in International Symposium on Corporate Social Responsibility jointly conducted by Amirta University - India and Deakin University - Australia at Bangalore on 12th & 13th December 2013.

The Company also won the CSR award from Dr Wayne Visser, Director of the think tank Kaleidoscope futures and founder of CSR International- UK.

Acknowledgement

Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Coimbatore Sumanth Ramamurthi

28th May 2014 Executive Chairman

DIN : 00002773

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 51st Annual Report together with the audited statement of accounts for the financial year ended 31st March 2013.

Financial Results

(Rs.lakhs)

Particulars 31.03.2013 31.03.2012

Revenue from operations 43544 38078

Total Revenue 44212 39526

Earnings before Finance cost,

Depreciation & Tax 4842 (1264)

Less: Finance cost 2311 3023

Earnings before Depreciation & Tax 2531 (4287)

Less: Depreciation & Amortisation 1697 1900

Profit before Tax 834 (6187)

Less: Current & Deferred Tax 86 (2251)

Less: Adjustment for earlier years (2) 355

Profit after tax 751 (4292)

Add: Balance brought forward (4452) (160)

Profit / (loss) carried to

Balance sheet (3701) (4452)

Subsidiary Companies

The Company has two subsidiaries namely M/s Sara Elgi Arteriors Limited, a wholly owned subsidiary and M/s Elgi Building Products Limited, a step down subsidiary. The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company forms part of this Annual report.

The Ministry of Corporate Affairs vide General Circular No. 2/2011 dated 8th February 2011 has granted a general exemption from attaching a copy of the Balance Sheet, Statement of Profit & Loss, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies along with holding company and hence the same have not been attached herein.

However, as per the conditions of the above referred circular the brief financial statement of subsidiaries is included in the Annual report. The Annual Accounts of the subsidiary companies will be made available to the shareholders seeking such information at any point of time. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any shareholder at its Registered / Corporate Office.

Directors

Mr. Vijay Venkataswamy, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. D Sarath Chandran, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars of the Directors proposed to be appointed or re-appointed are given in the Notice of this Annual Report.

Internal Control System

The Company has adequate internal control systems to monitor internal business process, financial reporting and compliance with applicable laws. The Company periodically reviews the adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the company, recommendations made for corrective action in the internal audit reports. The committee reviews with the statutory auditors and the management, key issues, significant processes and accounting policies.

Foreign Exchange earnings and outgo

Total Foreign exchange earned and used: Earned : Rs. 9920.85 lakhs Used : Rs. 996.55 lakhs

Fixed Deposits

During the year the Company did not accept any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2013.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment. The company has received confirmation from them that, if appointed, it would be within the limits under Section 224(1B) of the Companies Act, 1956. The Audit committee and the Board of Directors of the company propose the reappointment of the auditors.

Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co as Cost Auditors, subject to the approval of the Central Government for the financial year 2013-14. The company has filed the Cost audit report for the financial year 2012-13 on 26.01.2013 (Due Date: 31.01.2013).

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished, as there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors confirm that:

in the preparation of the annual accounts, all applicable accounting standards had been followed along with proper explanation relating to material departures

we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit or loss of the company for that period. proper and significant care has been taken 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.

The annual accounts have been prepared on a going concern basis.

Recognition and Reward

Your Directors are glad to inform that during the year the Company has been recognized as an implementing partner for the BCI project being implemented in Tamil Nadu. This is in recognition of our contribution towards BCI. BCI program leads the way for new business development along with social responsibility and environment safety, which is being emphasized of late in corporate entities.

Acknowledgement

Your Directors wish to thank the Company''s Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Coimbatore Vidyaprakash D

27th May, 2013 Executive Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 50th Annual Report together with the audited statement of accounts for the financial year ended 31st March 2012.

Financial Results (Rs. in lakhs)

Particulars 31.03.2012 31.03.2011

Revenue from operations 37795 47776

Total Revenue 39243 48378

Earnings before Finance cost, Depreciation & Tax (1264) 5856

Less: Finance cost 3023 2293

Earnings before Depreciation & Tax (4287) 3563

Less: Depreciation & Amortisation 1900 2081

Profit before Tax (6187) 1482

Less: Current & Deferred Tax (2251) (19)

Less: Adjustment for earlier years 355 110

Profit after tax (4292) 1391

Add: Balance brought forward (160) (1551)

Profit available for appropriations and carry forward (4452) (160)

Dividend

Your Directors have not recommended any dividend for the financial year 2011-12 since the Company has incurred a loss.

Directors

Mr. Sudarsan Varadaraj, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. C S K Prabhu, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars of the Directors proposed to be appointed or re-appointed are given in the Notice of this Annual Report.

Internal Control System

The Company has an effective internal control system that is commensurate to the size and nature of its business and ensures timely and accurate financial reporting in accordance with applicable accounting standards, compliance with applicable laws, management policies, listing agreements and regulations, optimum utilization, timely maintenance and safety of assets, and an effective management information system based on the SAP - ERP system, the efficacy of which is constantly reviewed and improved to ensure reliability of the processes. The Internal Auditor appointed by the Board conducts regular audit of the internal control systems and reports to the Audit Committee of the Board of Directors, which periodically reviews the performance and adequacy of internal control systems and tracks compliance status of Audit observations.

Foreign Exchange earnings

Total Foreign exchange earned and used:

Earned : Rs. 5760.76 Lakhs

Used : Rs. 1037.44 Lakhs

Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2012.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment.

Cost Auditors

Pursuant to the provisions of the Section 233B of the Companies Act, 1956, the Board of Directors of your company have re-appointed M/s S. Mahadevan & Co as Cost Auditors and approved by the Central Government for the Financial Year 2012-2013.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. Information pursuant to Section 217(2A) of the Companies Act, 1956, is not furnished as there are no employees covered by the said provisions. Directors Responsibility Statement u/s. 217 (2AA)

Your Directors confirm that:

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

- We 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 as at the end of financial year and of the profit or loss of the company for that period;

- Proper and significant care has been taken 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 the preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times. The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

By Order of the Board

Coimbatore Vidyaprakash D

22nd May 2012 Chairman

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 49th Annual Report together with the audited statement of accounts for the financial year ended 31st March 2011.

Rs. Lakhs FINANCIAL RESULTS 31.03.2011 31.03.2010

Particulars

Sales 47690 38538

Total Income 49708 36811

Earnings before Interest, Depreciation & Tax 5740 4334

Less : Interest 2177 2158

Earnings before Depreciation & Tax 3563 2175

Less : Depreciation 2081 2352

Profit before tax 1482 (177)

Less : Provision for taxation 2 2

Less : Deferred tax (21) (305)

Profit after tax 1501 126

Less : Prior year expenses - 1

Less : Taxes relating to earlier Years 110 93

Net Profit / (Loss) 1391 32

Add : Balance brought forward (1551) (1582)

Profit available for Appropriations (160) (1551) Appropriations

Balance carried forward (160) (1551)

Dividend

Your Directors have not recommended any dividend for the financial year 2010-11 as the Company has a carry forward loss of Rs.160 Lakhs.

Directors

Mr. D Sarath Chandran, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Mr. B Vijayakumar, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

The particulars of the Directors proposed to be appointed or re- appointed are given in the Notice of this Annual Report. Mr. K R Seethapathy, Executive Director, resigned from the Board with effect from 4th November 2010. The Board wishes to place on record its sincere appreciation for the valuable services ren- dered by Mr. K R Seethapathy during his tenure as Director of the Company.

Internal Control System

The Company has an effective Internal control system that is commensurate to the size and nature of its business and ensures timely and accurate financial reporting in accordance with applicable accounting standards; compliance with applicable laws, management policies, listing agreements and regulations; optimum utilization, timely maintenance and safety of assets, and an effective management information system based on the SAP - ERP system, the efficacy of which is constantly reviewed and improved to ensure reliability of the processes. The Internal Auditor appointed by the Board conducts regular audit of the internal control systems and reports to the Audit Committee of the Board of Directors, which periodically reviews the performance and adequacy of internal control systems and tracks compliance status of Audit observations.

Recognition and Reward

Your Directors are glad to inform that Super - B unit of the company has received "Silver" Award - 2010 from "Innovative Quality Circle" in International level competition from "International Convention On Quality Concepts".

Foreign Exchange earnings

Total Foreign exchange earned and used:

Earned : Rs. 8946 Lakhs Used : Rs. 1330 Lakhs Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2011.

Auditors

M/s. Reddy, Goud & Janardhan, the Auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. As regards, information pursuant to Section 217(2A) of the Companies Act, 1956, there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors have taken necessary steps to ensure that :

i. All applicable accounting standards have been followed in the preparation of annual accounts.

ii. All the necessary accounting policies have been adhered to and all necessary adjustments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit of the company for the period.

iii Proper and significant care has been taken 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 the preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

For and on behalf of the Board Vidyaprakash D Chairman

Coimbatore 26th May, 2011

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Mar 31, 2010

The Directors present the 48th Annual report together with the audited statement of accounts for the financial year ended 31st March 2010.

Rs. Lakhs FINANCIAL RESULTS 31.03.2010 31.03.2009

Sales 38538 36645

Total Income 36811 36749

Earnings before Interest,

Depreciation & Tax 4334 1771

Less : Interest 2158 2810

Earnings before

Depreciation & Tax 2175 (1039)

Less : Depreciation 2352 2607

Profit before tax (177) (3646)

Less : Provision for taxation 2 2

Less : Deferred tax (305) (1013)

Less : Fringe benefit tax – 22

Profit after tax 126 (2656)

Less : Prior year expenses 1 8

Less : Taxes relating to

earlier Years 93 78

Net Profit / (Loss) 32 (2742)

Appropriations

Proposed Dividend – –

Tax on Dividend – –

General – –

Balance carried froward (1551) (1582)

Dividend

Your Directors have not recommended any dividend for the financial year 2009-10 due to inadequacy of profits.

MANAGEMENT DISCUSSION AND ANALYSIS Industry Conditions and Review of Operations

The Indian textile and clothing industry witnessed noticeable improvement in fortunes during the course of the year on sustained demand for cotton yarn and fabric. The severity of the slowdown in the global economy was largely mitigated by the timely actions of Governments and Central Banks across the world. In India supportive policy measures yielded positive results and the apprehensions of a protracted global recession, which was at a peak when the year began, gradually gave way to renewed optimism.

Cotton production during the year was maintained at the previous years levels but higher exports of cotton caused an increase in domestic prices and the impact of the same was felt on the results of your company also. Interest cost, issues relating to non-availability of quality manpower and power shortage continued to adversely affect the companys operations, causing erosion in margins.

During the year under review your company was able to effect a turnaround in performance through dedicated efforts aimed at improving operational efficiency, quality enhancement, focus on optimal productmix and effective cost saving practices, all of which resulted in improved sales and return to profitability. The remunerative prices and good demand for yarn for the most part of the year helped the company overcome the escalation in cost

of raw material to a certain extent. Although the domestic demand was good, exports are yet to reach the levels attained before the global economic crisis. The domestic consumption driven growth in India is a positive development holding much promise for the future of the Indian economy and industry.

Company outlook

The demand for cotton yarn and fabric is expected to be robust in the forthcoming year also and your company intends to capitalize on this opportunity by fully harnessing the operational efficiencies and brand equity built up over the years. Raw material prices continue to rule at high levels and measures taken by the government to lower prices of cotton have yet to achieve the desired result. With a normal monsoon forecast, the prospects of a good cotton crop in India in the ensuing season are bright and anticipated production increases in other cotton producing countries offers hope for some moderation in cotton prices. In the ensuing year, the Company expects to benefit from the restructuring of operations initiated in the past. The future prospects of the Company are encouraging in view of the sustained demand for yarn and fabric. The improvement in economic conditions in India, increasing domestic consumption and the revival in exports to the major developed economies offer further encouragement.

Opportunities, Risks and Concerns

The strength and resilience of the Indian economy during the economic slowdown and the subsequent recovery holds out great promise for sustained future growth. Increase in domestic per capita consumption of clothing, on account of higher disposable income, is positive for the prospects of the textile sector as a whole. Cost saving and efficient operational practices instituted during the recessionary phase shall continue to positively impact growth and profits in future. Power shortage and non-availability of labour are major concerns, which could lead to escalation in cost of production. The removal of export benefits for cotton yarn by the government along with a further strengthening of the Indian rupee against other major currencies could adversely impact the competitiveness of textile exports.

Subsidiary

During the year, the Company, with a view to nurture profitable business segments outside the traditional area of Textiles, invested a sum of Rs.145 Lakhs to acquire 96.67% of the paid up equity share capital of M/s Sara Elgi Arteriors Limited, comprised of 14.5 Lakhs fully paid up equity shares of face value Rs.10 each. Sara Elgi Arteriors Limited is an unlisted Public Company engaged in the manufacture of environment friendly PVC doors and windows offering superior noise protection benefits and greater architectural harmony. These are in good demand in the construction industry and the company has high potential for future growth. As a result of this investment, Sara Elgi Arteriors Limited has become a non-material unlisted Indian subsidiary of the Company in terms of the Companies Act,1956 and the Listing Agreement.

The Statement as required under Section 212 of the Companies Act, 1956, in respect of the Subsidiary of the Company is annexed and forms an integral part of this Report. The Audited Balance Sheet, Profit and Loss Account and other documents in respect of the subsidiary as at March 31, 2010 have been attached to the Balance sheet of the Company.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiary prepared in accordance with the Accounting Standard (AS - 21) prescribed by the Institute of Chartered Accountants of India are attached and form part of the Annual Report and Accounts.

Directors

Mr Sudarsan Varadaraj, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr Vijay Venkataswamy, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The particulars of the Directors proposed to be appointed or re-appointed are given in the Corporate Governance Report of this Annual Report.

Internal Control System

The Company has an effective Internal control system that is commensurate to the size and nature of its business and ensures timely and accurate financial reporting in accordance with applicable accounting standards; compliance with applicable laws, management policies, listing agreements and regulations; optimum utilization, timely maintenance and safety of assets, and an effective management information system based on the SAP - ERP system, the efficacy of which is constantly reviewed and improved to ensure reliability of the processes. The Internal Auditor appointed by the Board conducts regular audit of the internal control systems and reports to the Audit Committee of the Board of Directors, which periodically reviews the performance and adequacy of internal control systems and tracks compliance status of Audit observations.

Recognition and Reward

Your Directors are glad to inform that Super B unit of the company has received Excellence Award-2009 from Innovative Quality Circle National level competition and Excellence Award-2009 from State level Quality Circle competition.

Foreign Exchange earnings

Total Foreign exchange earned and used :

Earned : Rs.10365.88 Lakhs Used : Rs. 1916.62 Lakhs

Fixed Deposits

During the year the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the Company as on 31st March 2010.

Auditors

M/s. Reddy, Goud & Janardhan, the auditors of the Company retire at the ensuing Annual General Meeting and have given their consent for re-appointment.

Personnel Relations

Staff and Labour relations during the year at all units of the company continued to be cordial.

Statutory Information

A statement showing particulars of technology absorption under Section 217(1) (e) of the Companies Act, 1956 and a report on corporate governance are enclosed and form part of this report. As regards, information pursuant to Section 217(2A) of the Companies Act,1956, there are no employees covered by the said provisions.

Directors Responsibility Statement u/s. 217 (2AA)

Your Directors have taken necessary steps to ensure that :

i. All applicable accounting standards have been followed in the preparation of annual accounts.

ii. All the necessary accounting policies have been adhered to and all necessary adjustments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit of the company for the period.

iii. Proper and significant care has been taken 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.

iv. The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors wish to thank the Companys Bankers, Financial Institutions, Customers and Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent support and contribution made by them.

For and on behalf of the Board Coimbatore Vidyaprakash D

29th May, 2010 Chairman