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Directors Report of Tejassvi Aaharam Ltd.
Mar 31, 2024
Your directors have pleasure in presenting the Thirty (30th) Annual Report together with the Audited
Financial statements of your Company for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
The standalone financial statements of the Company for the financial year ended 31st March,2024
have been prepared in accordance with the Indian Accounting standards (Ind As) as noticed by the
Ministry of Corporate Affairs and as amended from time to time.
The Summarized financial performance of your Company is given in the table below;
(In Lakhs)
|
Particulars |
For the Year ended |
For the Year ended on |
|
Revenue from operations |
- |
- |
|
Other income |
- |
- |
|
Total revenue |
- |
- |
|
Expenses |
(83.69) |
(74.32) |
|
Profit/(loss) before exceptional items and tax |
(83.69) |
(74.32) |
|
Exceptional items |
- |
- |
|
Profit/(loss) before tax |
(83.69) |
(74.32) |
|
Tax expense |
- |
- |
|
Profit/(loss) for the period |
(83.69) |
(74.32) |
|
Other comprehensive income net of income tax |
- |
- |
|
Total comprehensive income for the period |
- |
- |
|
Earnings per share |
(1.20) |
(1.06) |
2. BUSINESS OUTLOOK
During the year, company has not started to resume its business activities and your directors are
optimistic about company''s business and hopeful of better performance in the upcoming year.
3. DIVIDEND
Considering the present financial status of the Company, your directors do not recommend any
dividend for FY 2023-24.
4. DETAILS OF SUBSIDIARIES, JOINT VENTURE (JV) OR ASSOCIATE COMPANIES (AC)
Your Company has no Subsidiary/ Associate / Joint Venture Companies as on March 31, 2024.
5. AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES.
The Reserves at the end of the year March 31, 2024 is at Rs. (1228.28) Lakhs as against the Total
Reserves of Rs. (1144.37) Lakhs as at March 31, 2023. During the year, the Company has not
transferred any amount to the reserves during the Financial Year ended on 31st March, 2024.
6. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY
During the year under consideration, there is no change in Capital Structure of the Company.
Further, during the year under report company has not made or issued
⢠Buyback of shares or
⢠Bonus shares, or
⢠Sweat equity shares, or
⢠Equity with differential voting rights, or
⢠Employee stock option.
7. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2023-24 there was no change in the nature of business of the Company.
8.SHIFTING OF REGISTERED OFFICE
Your Directors in their Board meeting held on 30th May 2024 have approved to change the Registered
office of the company form New No.31, Lazarus Church Road, R.A. Puram, Chennai 600028 to
99/5, Sneha Sadan Flats, Nungambakkam High Road, Tirumurthy Nagar,
Nungambakkam, Chennai 600034 with effect from 29th May 2023.
9. 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 STATEMENTS
RELATE AND THE DATE OF THE REPORT
There have been no material changes or commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which the
financial statement relates and up to the date of this report.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on the date of this Report, the Company has five (5) Directors consisting of Two Independent
Directors, One Managing Director and Two Non-Executive Directors.
Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the
Company have submitted a declaration that each of them meets the criteria of independence as
prescribed in Section 149(6) of the Companies Act, 2013 and SEBI Regulations and there has been
no change in the circumstances which may affect their status as an Independent Director during the
year.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company.
I. Disqualification of Directors: None of the directors are disqualified
II. Details of Changes of the Directors mentioned below:
A. APPOINTMENTS:
^ During the year, Board of Directors in their meeting held 27th May, 2023 has
appointed & subsequently, regularized in the Annual General Meeting of the
Company held on 29th September 2023.
o Mr. Duraisamy Jeevanandham (DIN: 10176916) as Additional Director
(Non-executive & Non-Independent) of the Company
o Mr. Satheesh Kumar Semmalai (DIN: 10177140) as Additional Director
(Non-executive & Non-Independent) of the Company
^ Mr. Abishek Lohia (Membership No. A54010) as a Company Secretary &
Compliance Officer of the Company with effect from 14th February 2024.
^ During the year, Board of directors in their meeting held on 30th May, 2024
have reappointed Mr. Shyamkumar (DIN: 09098976) as Managing Director of
the company with effect from 22nd June 2024 for three (3) years subject to the
approval of the members in the 30th Annual General meeting.
B. RESIGNATION:
^ During the year, following directors have resigned from their directorship with
effect from 28th May, 2023.
o Mr. Kolandavel Dhamodharan (DIN: 09076205) as a Director (Non¬
Executive and Non-Independent Director) of the Company.
o Mr. Velu Sasikumar (DIN: 08092592) as a Director (Non- Executive and
Non-Independent Director) of the Company.
^ During the year, Board of Directors in their meeting held on 27th May, 2023
approved the resignation of Mr. Vakaday Subramanian Ravikumar (M.no
A17054) as Company Secretary & Compliance Officer of the Company.
III. WOMAN DIRECTOR
Pursuant to the requirement of Section 149 of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. For complying the same your Company has a one-Woman Independent
Director Mrs. Thangavelu Dhana Lakshmi (DIN: 09291452) on the Board of the
Company.
IV. DETAILS OF THE CHANGES IN KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the
Key Managerial Personnel of the Company.
|
S. n o |
Name |
Designation |
Appointment |
Effective Date |
|
1. |
Mr. Vakaday |
Company Secretary & |
Resignation |
28th May, 2023 |
|
2. |
Mr. Abhishek |
Company Secretary & |
Appointment |
14th February, |
|
3. |
Mr. Shyam Kumar |
Managing Director |
Reappointment |
30th May, 2024 |
11. RETIREMENT BY ROTATION
Mr. Duraisamy Jeevanandham, Director (DIN:10176916), retires by rotation at forthcoming 30th
Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume and
other details as required under the Listing Regulations are provided in the Notice of the 30th Annual
General Meeting of the Company
12. BOARD & COMMITTEES
A) BOARD MEETINGS
The Company has a professional Board with an optimum combination of executive, non-executive
and independent directors (including one woman director) who bring to the table the right mix of
knowledge, skill and expertise. The Board achieving its business objectives and protecting the
interest of the stakeholders.
During the year, six (6) meetings of Board of Directors of the Company were convened and held in
accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting,
attendance by the directors is given in the Corporate Governance Report forming part of this Annual
Report.
The maximum time-gap between any two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non¬
disqualification, as required under Regulation 34 of SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 is forming part of the Corporate Governance Report forming part
of this Annual Report.
B) COMMITTEES OF THE BOARD
As per regulatory requirements and with a view to have focused deliberation, the Board has
constituted following committees.
Audit Committee
Audit Committee of the Company meets the requirements of Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. During the year, five (05) meetings of the Committee were held, the details along with the
composition of the Audit Committee as required under the provisions of Section 177(8) of the
Companies Act, 2013 are given in the Corporate Governance Report which forms part of this
Annual Report.
During the year under review, the Board has accepted all the recommendations of the Audit
Committee.
Nomination and Remuneration Committee
Nomination and Remuneration Committee meets the requirements of Section 178 of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the year, two (2) meetings of the Committee were held, the details of the
composition of the Nomination and Remuneration Committee as required under the provisions of
Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms
part of this Annual Report. During the year under review, the Board has accepted all the
recommendations of the Nomination and Remuneration Committee.
Stakeholdersâ Relationship Committee
This Committee considers and resolves the grievances of security holders of the Company inter-alia
including grievances related to transfer of shares, non-receipt of Annual Report, non-receipt of
dividend etc. The Committee also reviews measures taken for effective exercise of voting rights by
shareholders, adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent and ensuring timely receipt of
annual reports by the shareholders of the company. The details of the composition of the
stakeholders'' relationship committee are given in the Corporate Governance Report which forms
part of this Annual Report.
13. EVALUATION OF BOARD, COMMITTEES OF DIRECTORS
Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board had carried out an annual evaluation of the Board as a
whole, various Committees, Directors individually and the Chairman. Performance of the Board and
Board committees were evaluated on various parameters such as structure, composition, quality,
diversity, experiences, competencies, performance of specific duties and obligations, conduct of
meetings, quality of decision making and overall board effectiveness.
The performance of the individual directors was evaluated on parameters, such as meeting
attendance, participation and contribution, responsibility towards stakeholders and independent
judgment. The Managing Director was evaluated on certain additional parameters, such as
performance of the Company, leadership, relationships, communication and growth, of the
Company.
14. PUBLIC DEPOSITS
During the year under review, your Company has not invited or accepted any deposits from the
public under Section 76 of the Companies Act, 2013 and Rules made there under.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
16. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company firmly provides a safe, supportive and friendly workplace environment â a workplace
where our values come to life through the underlying behaviours. Positive workplace environment
and a great employee experience are integral parts of our culture.
During the year under review, there were no cases filed pursuant to the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.
17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The mandatory provisions of CSR under Section 135 of the Companies Act, 2013 are not applicable
to the Company.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal
Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
at all locations of the Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls. Significant
audit observations and corrective actions thereon are presented to the Audit Committee of the
Board.
19. POLICIES
? VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable the employees and
Directors to report genuine concerns, unethical behavior and irregularities, if any, in the Company
noticed by them which could adversely affect company''s operations to the Chairman of the Audit
Committee.
No concerns or irregularities have been reported during the period. The Company hereby affirms
that no Director/employee has been denied an access to the Chairman of the Audit Committee and
that no complaints were received during the year.
? RISK MANAGEMENT POLICY
The Company has already in place an integrated risk management approach through which it
reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls
and mitigation is in place. Through risk management approach, the Company ensures that risk to
the continued existence as a going concern and to its development are identified and addressed on a
timely basis.
? POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has, on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence of
Directors, Key Managerial Personnel and senior management. The details of criteria laid down and
the Remuneration Policy are given in the Corporate Governance Report.
20. DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;
b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
31st March, 2024 and of the loss of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d. that the Annual Financial Statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
21. RELATED PARTY TRANSACTIONS
There were no related party transactions entered during the financial year. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large.
22. CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance and best corporate practices. The
report on Corporate Governance for the year ended 31st March, 2023 pursuant to Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith
as ANNEXURE I. The Certificate regarding compliance of conditions of Corporate Governance is
attached to the report of Corporate Governance forming part of this Annual Report.
23. MANAGEMENT DISCUSSION & ANALYSIS
A Management Discussion & Analysis as required under the SEBI, LODR is annexed and forming
part of the Directors'' Report in âANNEXURE IIâ.
24. AUDITORS
A) STATUTORY AUDITORS
M/s. Sundaram & Srinivasan, Chartered Accountants (ICAI Firm Reg. no 004207S) have been
appointed as the Statutory Auditors of the Company for a period of 5 years in the Annual general
Meeting held on 29th September, 2022 to hold the office till the conclusion of Annual general
meeting to be held on the financial year 2026-27.
Auditor''s Report:
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the
financial statements for the financial year 2023-2024. The auditor states following remark in CARO
Report for the Financial Year 2023-24
|
Particulars |
Management Reply |
|||||
|
Company is regular in depositing undisputed statutory dues income- |
Management has |
|||||
|
Name Statute |
Nature of |
Tax Disputed |
Period |
|||
|
The Income |
Income Tax |
24.41 Lacs |
AY 2011¬ |
|||
The Statutory Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.There have been no instances of fraud reported by above
mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the
Company or to the Central Government during FY 2023-2024.
B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
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 re¬
appointed M/s. LB & CO, Practicing Company Secretaries (Firm Reg No.5363) to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report
is given in ANNEXURE V in a Qualification which is as follows:
|
Particulars |
Management Reply |
|
The Company has appointed Company Secretary |
Management was in search of a sufficient Subsequently, Company has appointed Mr. |
C) INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the
Companies Act, 2013, M/s. Darmesh & Associates, Chartered Accountants, (Firm Registration No.
015528S) were appointed as the Internal Auditors of the Company for the Financial Year 2023-24.
25. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE
A CONSERVATION OF ENERGY-
|
Steps taken for conservation |
NIL |
|
Steps taken for utilizing alternate sources of energy |
|
|
Capital investment on energy conservation equipment |
B. TECHNOLOGY ABSORPTION-
|
Efforts made for technology absorption |
NIL |
|
Benefits derived |
|
|
Expenditure on Research & Development, if any |
|
|
Details of technology imported, if any |
|
|
Year of import |
|
|
Whether imported technology fully absorbed |
|
|
Areas where absorption of imported technology has not taken place, if |
|
|
any |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO-
Total Foreign exchange earned: NIL
T otal Foreign exchange outgo NIL
26. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12)
OF THE COMPANIES ACT, 2013
During the year under review, no employees, whether employed for the whole or part of the year,
was drawing remuneration exceeding the limits as laid down u/ s Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The disclosure with respect to the remuneration of directors and
employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
ANNEXURE-III to this report.
The statement containing such particulars of employees as required in terms of the provisions of
Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to
the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out
therein, are being sent to all members of the Company, excluding the aforesaid information and the
same is open for inspection at the registered office of the Company during working hours up to the
date of Annual General Meeting and if any member is interested in obtaining such information, may
write to the Company Secretary at the registered office of the Company in this regard.
27. DEMATERIALIZATION OF SHARES
As on 31st March, 2024, 67,09,360 equity shares representing 95.85 % of the total equity share
capital of the Company were held in dematerialized form with NSDL & CDSL. The shareholders can
vail the facility provided by NSDL and CDSL. Shareholders are requested to convert their physical
holdings into dematerialized form to derive the benefits of holding the shares in electronic form.
28. COST AUDITOR
Provision of Cost Audit is not applicable to the Company.
29. REPORTING OF FRAUDS
There was no instance fraud during the year under review, which required the Statutory Auditors to
report to the Audit Committee and/ or Board under Section 143 (12) of the Act and Rules framed
thereunder.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year, the Company has complied with all the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS.
There have been no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company''s operations.
32. PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for prevention of âInsider Tradingâ as mandated by the
SEBI.
33. CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be accessed on the Company''s
website (https:/ / talchennai. com/)
34. MD / CFO CERTIFICATION
The Managing Director/ CFO has certified to the Board on financial and other matters in accordance
with the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31st
March, 2024 as ANNEXURE IV.
35. LISTING
The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay
Stock Exchange Limited. Listing fee has already been paid for the financial year 2024-25.
36. EXTRACT OF ANNUAL RETURN
As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section
92(3) has been placed on the website of the Company (https:/ / talchennai. com/)
37. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion & Analysis describing the
Company''s objectives, expectations or forecasts may be forward-looking within the meaning of
applicable securities laws and regulations. Actual results may differ materially from those expressed
in the statement. Important factors that could influence the Company''s operations include global and
domestic demand and supply conditions affecting selling prices of finished goods, input availability
and prices, changes in government regulations, tax laws, economic developments within the country
and other factors such as litigation and industrial relations.
38. 30th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
As per Ministry of Corporate Affairs Circular No. 10/2022 dated December 28, 2022 [âMCA
Circularâ], regarding Pandemic and relaxations (e.g. VC, no physical report) thereon, your
Company made arrangement to conduct 30th AGM through Video Conference / Other Audio-Visual
Means for which necessary information has been given separately in Notice of 30th AGM.
Also, your Company will be complying with said Circulars by sending Annual Report along with
Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those
Shareholders whose email IDs are not registered, have to register their email ID with Registrar &
Share Transfer Agent (RTA) of the Company.
39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: NIL
40. THE 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: NIL
41. ACKNOWLEDGEMENTS
Your directors thank the various Central and State Government Departments, Organizations and
Agencies for the continued help and co-operation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors
place on record their sincere appreciation to the employees of the Company for their unstinted
commitment and continued contribution to the Company.
For TEJASSVI AAHARAM LIMITED
Sd/- Sd/-
SHYAMKUMAR CHINNATHAMBI VINOTHKUMAR
Date: 13th August 2024 Managing Director Director
Place: Chennai DIN: 09098976 DIN: 09098986
Mar 31, 2014
DEAR MEMBERS,
The Directors have pleasure In presenting the Twentieth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2014.
1. OPERATING RESULTS: (Rs. In lakhs)
Current Year Previous Year
31.03.2014 31.03.2013
Other Income 1.11 2190.00
1.11 2190.00
Total Expenditure 13.86 35.51
interest 241.04 178.32
Gross Profit/(Loss) after Interest
but Before Depreciation and (253.79) 1976.17
Taxation
Depreciation 13.24 54.78
Net Profit/(Loss) (267.03) 1921.39
The Directors report that the Net Loss of the Company for the year
under report is Rs,267.03 lakhs as against Net Proflt of Rs. 1921.39
Lakhs of previous year. Your Directors report that the Milt is not
functioning with effect from 23.10.2007.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
The Board of Directors consists of both Executive and
Non-executive/lndependent Directors who have vide and varied experience
in different disciplines of Corporate functioning.
Pursuant to the provisions Section 149 and 152 of Companies Act, 2013
Mr.R. Vijay kumar and MrK.AIagirisamy proposed to be re-appointed as
Independent Directors of the Company at the ensuing Annual General
Meeting.
A brief resume, expertise, shareholding in the Company and details of
other Directorship of these Directors as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchange forms part of the Notice
of ensuing Annual General Meeting. ''
4. DIRECTORS'' RESPONSIBILITY STATEMENT-
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a going concern
basis.
5 INDEPENDENT AUDITOR''S OBSERVATION ON ACCOUNTS:
In respect of observation made by Auditors Under Opinion (i), (ii) &
(iii) of Independent Auditors Report, which are self-explanatory and
require no further explanation.
6. PUBLIC DEPOSITS:
The Company does not have any Public deposit as at 31st March, 2014
7 MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of
the Annual Report.
8. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
In terms of the Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal)Act 2013, which came Into force with effect
from .23,04.2013, your Directors Report that forming an Internal
Compliance Committee, will not arise, since the company is not having
any women employee.
9. AUDITORS:
The Company s Auditors M/s. D. Sampathkumar & Co., Chartered
Accountants, Chennai, are retiring at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
10. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act
1956, there are no employee who are drawing a remuneration of
Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month
during the year ended 31st March, 2014,
11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988;
A. CONSERVATION OF ENERGY: Not applicable.
B. TECHNOLOGY ABSORPTION: Not Applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
12. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, and the Share holders for their continued
co-operation
On behalf of the Board of Directors
For STERLING SPINNERS LTD.
Place : Chennai. (K.S.VENUGOPALA)
Date : 27.08.2014 CHAIRMAN CUM MANAGING DIRECTOR
D. SAM PATH KUMAR & CO. Phone: 24341189
CHARTERED ACCOUNTANTS Now No. 5, South Boag Road,
T. Nagar, Chennai-600 017
Mar 31, 2013
The Directors have pleasure in presenting the Nineteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2013.
1. OPERATING RESULTS :
(Rs. in lakhs)
Current
Year Previous
Year
31.03.2013 31.03.2012
Other Income 2190.00 2.12
2190.00 2.12
Total Expenditure 35.51 31.61
Interest 178.32 7.81
Gross Profit/(Loss) after Interest but
Before Depreciation and Taxation 1976.17 37.30
Depreciation 54.78 75.66
Net Profit / (Loss) 1921.39 (112.96)
Your Directors report that the Net Profit of the Company for the year
under report is Rs.1921.39 lakhs after taking into account of interest
waiver by M/s SIPCOT of Rs. 2152.50 Lakhs as against Net loss of Rs.
112.96 Lakhs of previous year. Your Directors report that the Mill is
not functioning with effect from 23.10.2007
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review"*
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Sri. R.Vijaykumar, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. INDEPENDENT AUDITOR''S OBSERVATION ON ACCOUNTS:
i) In respect of observation made by Auditors Under Opinion (i),(ii) &
(iil) of Independent Auditors Report, which are self-explanatory and
require no further explanation.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the Companies Act, 1956. The Committee comprises of
Sri.R.Vijaykumar, Director, Sri.K.AIagiriswami, Director and
Sri.K.S.Venugopala, Chairman-cum-Managing Director with
Sri.R.Vijaykumar as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. SHAREHOLDERS / INVESTORS'' GRIEVANCES COMMITTEE:
The Shareholders / Investors'' Grievances Committee was constituted with
Mr.K.AIagiriswami as Chairman, Mr.R.Vijaykumar as Member and
Mr.K.S.Venugopala as Member and Compliance Officer.
The scope of the Committee is to look into the Shareholders/Investors''
Complaints / Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition,
the Board shall also from time to time to provide requisite guidelines
/ scope of work for the Grievance Committee and the Committee will
discharge such other functions as are required under the provisions of
the Listing Agreement and Companies Act, 1956.
The Committee met twice during the year under review-on 17th July, 2012
and 21st January, 2013 to review the status of complaints from the
Shareholders / Investors and the redressal measures taken by the
Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2012-2013.
Nature of Complaints No. of Complaints
Non-receipt of shares sent for transfer/transmission
Non-receipt of Balance Sheet
Others
Total Nil
The above shows that complaints received were ''Nil'' and Pending
Complaints were ''Nil''.
Both the above meetings were attended by all the members of the
Grievance Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE.
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of the
Annual Report.
8. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
In terms of the Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013 which come into force with effect
from 23.04.2013, your Directors Report that forming an Internal
Compliance Committee will not arise, since the company is not having
any Women employees.
9. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a ''going concern''
basis.
10. AUDITORS:
M/s. D. Sampathkumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
11. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, no employee was in receipt of remuneration of Rs.60,00,000/- per
annum during the year ended 31st March, 2013.
12. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY: Not applicable.
B. TECHNOLOGY ABSORPTION: Not Applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
13. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, Suppliers, Deale/s and the Share holders for
their continued co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai K.S. VENUGOPALA
Date : 23.08.2013 Chairman-cum-Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Eighteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2012.
1. OPERATING RESULTS:
(Rs. in lakhs)
Current Year Previous Year
31.03.2012 31.03.2011
Other Income 2.12 99.54
2.12 99.54
Total Expenditure 31.61 8.43
Interest 7.81 514.62 Gross
Profit/Loss) after Interest but
Before Depreciation and Taxation 37.30 (423.51)
Depreciation 75.66 75.66
Net Profit/(Loss) (112.96) (499.17)
Your Directors report that the Net Loss of the Company for the year
under report is Rs. 112,96 lakhs as against Net Loss of Rs. 499,17
Lakhs of previous year Your Directors report that the Mill is not
functioning with effect from 03.11.2007 due to disconnection of power
supply by TNEB.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Sri. K. AIagiriswamy, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITOR''S OBSERVATION ON ACCOUNTS:
i) In respect of observation made by Auditors Under Clause 4 (a) (i)
and (ii)) of Auditors Report, which are self-explanatory and require no
further explanation.
ii) In respect of qualification made by the Auditors'' Under Clause 4
(a) (iii), the Company will take steps to obtain remaining confirmation
letters for balance Short Term Loans and Advances and Trade Payables.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the Companies Act, 1956. The Committee comprises of
Sri. R. Vijaykumar, Director, Sri. K. AIagiriswami, Director and Sri.
K. S. Venugopala, Chairman-cum-Managing Director with Sri. R.
Vijaykumar as its, Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the Companies Act, 1956. The Committee comprises of
Sri. R. Vijaykumar, Director, Sri. K. AIagiriswami, Director and Sri.
K. S. Venugopala, Chairman-cum-Managing Director with Sri. R.
Vijaykumar as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. SHAREHOLDERS/INVESTORS'' GRIEVANCES COMMITTEE:
The Shareholders/Investors'' Grievances Committee was constituted with
Mr. K. AIagiriswami as Chairman, Mr. R. Vijaykumar as Member and Mr. K.
S. Venugopala as Member and Compliance Officer.
The scope of the Committee is to look into the Shareholders/Investors''
Complaints/Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition,
the Board shall also from time to time to provide requisite
guidelines/scope of work for the Grievance Committee and the Committee
will discharge such other functions as are required under the
provisions of the Listing Agreement and Companies Act, 1956.
The Committee met twice during the year under review- on 16th July,
2011 and 22nd January, 2012 to review the status of complaints from the
Shareholders/Investors and the redressal measures taken by the Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2011-2012.
Nature of Complaints No. of Complaints
Non-receipt of shares sent for -
transfer/transmission
Non-receipt of Balance Sheet -
Others -
Total Nil
The above shows that complaints received were ''Nil'' and Pending
Complaints were ''Nil''. Both the above meetings were attended by all
the members of the Grievance Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of the
Annual Report.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare;
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a ''going concern''
basis.
9. AUDITORS:
M/s. D. Sampathkumar & Co. Chartered Accountants will retire as Auditor
at the ensuing Annual General Meeting and are eligible for
re-appointment.
10. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, no employee was in receipt of remuneration of Rs. 60,00,000/- per
annum during the year ended 31st March, 2012.
11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY: Not applicable.
B. TECHNOLOGY ABSORPTION: Not Applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
12. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, Suppliers, Dealers and the Share holders for
their continued co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
K.S. VENUGOPALA
Chairman-cum-Managing Director
Place : Chennai
Date : 22.08.2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Seventeenth Annual
Report together with the Audited Accounts of the Company for the year
ended 31st March, 2011.
1. OPERATING RESULTS:
Current Year Previous Year
(Rs. in lakhs)
Other Income 99.54 84.96
99.54 84.96
Total Expenditure 8.43 6.97
Interest 514.62 471.75
Gross Profit/(Loss) after Interest but
Before Depreciation and Taxation (423.51) (393.76)
Depreciation 75.66 35.66
Income Tax for Earlier year
written off - -
Net Profit / (Loss) (499.17) (469.42)
Your Directors report that the Net Loss of the company for the year
under report is Rs.499.17 lakhs as against Net Loss of Rs.469.42 Lakhs
of previous year. Your Directors report that the Mill is not
functioning with effect from 03.11.2007 due to disconnection of power
supply by TNEB.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
company''s Articles of Association, Sri. R.Vijaykumar, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITORS'' OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under Clause 4 (a) (i)
of Auditor''s Report, the Company''s has made a reference before BIFR on
28.05.2001 and the company has been declared as Sick Industrial Company
by the BIFR on 06.05.2003. However the proceedings before BIFR were
abated as per the order of BIFR on 22.4.2010 and the company has filed
on appeal against the above said order of BIFR on 15.09.2010 with AAIFR
which is pending.
(ii) In respect of qualification made by the Auditors under Clause 4
(a) (ii) the company will take steps to obtain remaining confirmation
letters for balances of Loans and Advances, Sundry Debtors and Sundry
Creditors.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the Companies Act, 1956. The Committee comprises of
Sri.R.Vijaykumar, Director, Sri.K.AIagiriswami, Director and
Sri.K.S.Venugopala, Chairman-cum-Managing Director with
Sri.R.Vijaykumar as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. SHAREHOLDERS / INVESTORS'' GRIEVANCES COMMITTEE:
The Shareholders / Investors'' Grievances Committee was constituted with
Mr.K.AIagiriswami as Chairman, Mr.R.Vijaykumar as Member and
Mr.K.S.Venugopala as Member and Compliance Officer.
The scope of the Committee is to look into the Shareholders/Investors''
Complaints / Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition,
the Board shall also from time to time to provide requisite guidelines
/ scope of work for the Grievance Committee and the Committee will
discharge such other functions as are required under the provisions of
the Listing Agreement and Companies Act, 1956.
The Committee met twice during the year under review - on 18th July,
2010 and 20th January, 2011 to review the status of complaints from the
Shareholders / Investors and the redressal measures taken by the
Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2010-2011.
Nature of Complaints No. of Complaints
Non-receipt of shares sent for
transfer/transmission -
Non-receipt of Balance Sheet -
Others -
Total Nil
The above shows that complaints received were ''Nil'' and Pending
Complaints were ''Nil''. Both the above meetings were attended by all
the members of the Grievance Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of the
Annual Report.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a ''going concern''
basis.
9. AUDITORS:
M/s. D. Sampathkumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
10. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, no employee was in receipt of remuneration of Rs.60,00,000/- per
annum during the year ended 31st March, 2011.
11. INFORMATION AS PER SECTION 217 C\) fe) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988: .
A CONSERVATION OF ENERGY: Not applicable
B. TECHNOLOGY ABSORPTION: Not Applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
12. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, Suppliers, Dealers and the Share holders for their
continued co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai K.S. VENUGOPALA
Date : 22.08.2011 Chairman-cum-Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2010.
1. OPERATING RESULTS:
Current Year Previous Year
(Rs. in lakhs)
Other Income 84.96 53.16
84.96 53.16
Total Expenditure 6.97 17.00
Interest 471.75 359.03
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (393.76) (322.87)
Depreciation 75.66 75.66
Income Tax for Earlier year written off - 0.15
Net Profit/(Loss) (469.42) (398.68)
Your Directors report that the Net Loss of the Company for the year
under report is Rs.469.42 lakhs as against Net Loss of Rs. 398.68 Lakhs
of previous year. Your Directors report that the Mill is not
functioning with effect from 03.11.2007 due to disconnection of power
supply by TNEB.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Sri. K.AIagiriswami, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITORS OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under Clause 4 (a) (i)
of Auditors Report, the Company has made a reference before BIFR on
28.05.2001 and the Company has been declared as Sick Industrial Company
by the BIFR on 6.5.2003. However, the proceedings before BIFR were
abated as per the order of BIFR on 22.04.2010 and the Company has filed
an appeal against the above said order of BIFR with AAIFR which is
pending.
b) In respect of qualification made by Auditors under Clause 4 (a) (ii)
of Auditors Report, the comments are self-explanatory. Further the
Company has settled OTS dues with M/s. TIIC on 21.07.2010 and the
Company is taking steps to reach One Time Settlement with M/s.SIPCOT.
c) In respect of qualification made by the Auditors under Clause 4 (a)
(iii), the Company will take steps to obtain remaining confirmation
letters for balances of Loans and Advances, Sundry Debtors and Sundry
Creditors.
d) In respect of comments made by the Auditors under clause ix (c) we
have to report that Honble Madras High Court has set aside the order
of the Regional Provident Fund Commissioner, Madurai. Hence, there are
no Provident Fund payable by the company Further, under clause (x) and
(xi) of the Annexure to the Auditors Report, no explanation has been
offered since the same are self explanatory.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the Companies Act, 1956. The Committee comprises of
Sri. R.Vijaykumar, Director, Sri. K.AIagiriswami, Director and Sri. K S
.Venugopala, Chairman-cum-Managing Director with Sri.R.Vijaykumar as
its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the CompaniesAct,
1956.
6. SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE:
The Shareholders / Investors Grievances Committee was constituted with
Mr .K.AIagiriswami as Chairman, Mr. R.Vijaykumar as Member and
Mr.K.S.Venugopala as Member and Compliance Officer.
The scope of the Committee is to look into the Shareholders/Investors
Complaints / Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition,
the Board shall also from time to time to provide requisite guidelines
/ scope of work for the Grievance Committee and the Committee will
discharge such other functions as are required under the provisions of
the Listing Agreement and Companies Act, 1956.
The Committee met twice during the year under review - on 20th July,
2009 and 22nd January 2010 to review the status of complaints from the
Shareholders / Investors and the redressal measures taken by the
Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2009-2010.
Nature of Complaints No. of Complaints
Non-receipt of shares sent for transfer/transmission -
Non-receipt of Balance Sheet -
Others -
Total Nil
The above shows that complaints received were Nil and Pending
Complaints were Nil.
Both the above meetings were attended by all the members of the
Grievance Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of the
Annual Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the CompaniesAct, 1956, your Directors
declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a going concern
basis.
9. AUDITORS:
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
10. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956 No employee was in receipt of remuneration of Rs.24,00,0007- per
annum during the year ended 31st March, 2010.
11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY: Not applicable
B. TECHNOLOGY ABSORPTION: Not Applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
12. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, Suppliers, Dealers and the Share holders for their
continued co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai K.S. VENUGOPALA
Date : 01.09.2010 Chairman-cum-Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the Fifteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2009.
1. OPERATING RESULTS:
Current Year Previous Year
(Rs. in lakhs)
Net Sales / Income from Operations - 175.49
Other Income 53.16 8.28
53.16 183.77
Total Expenditure 17.00 215.88
Interest 359.03 297.60
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (322.87) (329.71)
Depreciation 75.66 75.66
Income Tax for Earlier year written off 0.15 0.28
Net ProfitV(Loss) (398.68) (405.65)
Your Directors report that the Net Loss of the Company for the year
under report is Rs.398.68 lakhs as against Net Loss of Rs.405.65 Lakhs
of previous year. Your Directors have to report that the Mill is not
functioning with effect from 03.11.2007 due to disconnection of power
supply by TNEB.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Sri. R.Vijaykumar, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITORS OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under Clause 4 (a) (i)
of Auditors Report, the Company has made a reference before BIFR on
28.05.2001 and the Company has been declared as Sick Industrial Company
by the BIFR on 6.5.2003. The rehabilitation package has yet to be
approved. The accounts have been prepared on a going concern basis.
b) In respect of qualification made by Auditors under Clause 4 (a) (ii)
of Auditors Report, the comments are self-explanatory. Further the
Company is taking steps to reach One Time Settlement with M/s.SIPCOT
and M/s.TIIC also.
c) In respect of qualification made by the Auditors under Clause 4 (a)
(iii), the Company will take steps to obtain remaining confirmation
letters for balances of Loans and Advances, Sundry Debtors and Sundry
Creditors.
d) In respect of comments made by the Auditors under clause ix (c), (x)
and (xi) of the Annexure to the Auditors Report, no explanation has
been offered since the same are self explanatory.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the CompaniesAct, 1956. The Committee comprises of
Sri. R.Vijaykumar, Director, Sri.K.AIagiriswami, Director and
Sri.K.S.Venugopala, Chairman-cum-Managing Director with
Sri.R.Vijaykumar as its Chairman.
The roie, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the CompaniesAct,
1956.
6. SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE:
The Shareholders Investors Grievances Committee was constituted with
Mr.K.AIagiriswami as Chairman, Mr.R.VijayKumaras Member and
Mr.K.S.Venugopala as Member and Compliance Officer.
The scope of the Committee is to look into the Shareholders Investors
Complaints Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition,
the Board shall also from time to time to provide requisite guidelines
scope of work for the Grievance Committee and the Committee will
discharge such other functions as are required under the provisions of
the Listing Agreement and Companies Act, 1956.
The Committee met twice during the year under review- on 23rd July,
2008 and 23rd January 2009 to review the status of complaints from the
Shareholders Investors and the redressal measures . taken by the
Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2008-2009.
Nature of Complaints No. of Complaints
Non-receipt of shares sent for transfer/transmission
Non-receipt of Balance Sheet
Others
Total Nil
The above shows that complaints received were Nil and Pending
Complaints were Nil. Both the above meetings were attended by all
the members of the Grievance Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of the
Annual Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the CompaniesAct, 1956, your Directors
declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that year;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a going concern
basis.
9. AUDITORS:
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
10. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956 No employee was in receipt of remuneration of Rs.24,00,000/- per
annum or Rs.2,00,000/- per month during the year ended 31st March,
2009.
11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
12. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, M/s.Tamil Nadu Industrial Investment Corporation
Limited, Suppliers, Dealers and the Share holders for their continued
co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.
Place : Chennai K.S. VENUGOPALA
Date : 22.06.2009 Chairman-cum-Managing Director
Mar 31, 2007
The Directors have pleasure in presenting the Thirteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2007.
1. OPERATING RESULTS:
Current Year Previous Year
(Rs. in lakhs)
Net Sales / Income from Operations 361.77 370.21
Other Income 1091.95 20.36
1453.72 390.57
Total Expenditure 442.58 382.87
Interest 229.97 301.17
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation 781.17 (293.47)
Depreciation 75.66 75.66
Provision for Fringe Benefit Tax 0.28 0.09
Net Profit/(Loss) 705.23 (369.22)
Your Directors wish to inform that the Company has achieved a Turnover
of Rs.361.77 lakhs in the Current Year as against Rs.3 70.21 Lakhs
turnover of previous year. Your Directors report that the Net Profit
for the Company for the year under report is Rs.705.51 lakhs as against
Loss of Rs.369.13 Lakhs of previous year. While taking account of
waiver off Interest of Rs. 547.08 lakhs obtained from M/s. PNB and Rs.
353.94 lakhs of TIIC an account of One Time Settlement.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS;
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Sri. R. Vijaykumar, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITORS OBSERVATION ON ACCOUNTS;
a) In respect of qualification made by Auditors under Clause 4 (a) (i)
of Auditors Report, the Company has made a reference before BIFR on
28.05.2001 and the Company has been declared as Sick Industrial Company
by the BIFR on 6.5.2003. The rehabilitation package is yet to be
approved. The accounts have been prepared on a going concern basis
since the Company is running the business inspite of sickness of the
Company.
b) In respect of Qualification made by Auditors under Clause 4 (a) (ii)
of Auditors Report. The comments are self explanatory Further the
Company is taking steps to reach One time settlement with M/s. SIPCOT.
c) In respect of qualification made by the Auditors under Clause 4 (a)
(iii), the Company will take steps to obtain remaining confirmation
letters for balances of Loans and Advances, Sundry Debtors and Sundry
Creditors.
d) In respect of comments made by the Auditors under clause ix (c), (x)
and (xi) of the Annexure to the Auditors Report, no explanation has
been offered since the same are self-explanatory.
5. AUDIT COMMITTEE: An Audit Committee of the Board of Directors has
been constituted as per Section 292A of the Companies Act, 1956. The
Committee comprises of Sri.R. Vijaykumar, Director, Sri. K.
Alagiriswami, Director and Sri. K.S. Venugopala, Chairman-cum-Managing
Director with Sri.R.Vijaykumar as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE : The Shareholders /
Investors Grievances Committee was constituted with Mr. K.
Alagiriswami as Chairman, Mr. R. Vijaykumar as Member and Mr. K.S.
Venugopala as Member and Compliance Officer.
The Scope of the Committee is to look into the Shareholders/Investors
Complaints / Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition,
the Board shall also from time to time to provide requisite guidelines
/ scope of work for the Grievance Committee and the Committee will
discharge such other functions as are required under the provisions of
the Listing Agreement and Companies Act, 1956.
The Committee met twice during the year under review - on 28th July,
2006 and 30th January, 2007 to review the status of complaints from the
Shareholders/investors and the redressal measures taken by the Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2006-2007.
Nature of Complaints No. of Complaints
Non-receipt of shares sent for transfer/transmission
Non-receipt of Balance Sheet
Others
Total Nil
The above shows that complaints received were Nil
and Pending Complaints were Nil
Both the above meetings were attended by all the
members of the Grievance Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of Corporate Governance are annexed and form part of the
Annual Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare:
0 that in the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a going concern
basis.
9. AUDITORS:
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
10. PARTICULARS OF EMPLOYEES :
In terms of the requirement of Section, 217 (2A) of the Companies Act ,
1956, No employee was in receipt of remuneration of Rs, 24,00,0007- per
annum during the year ended 31 st March 2007.
11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY:
1) POWER AND FUEL CONSUMPTION 2006-2007 2005-2006
(i) ELECTRICITY PURCHASED
Units 49.45 Lakhs 54.18 Lakhs
Total Amount Rs. 209.05 Lakhs Rs.221.96 Lakhs
Rate/Unit Rs. 4.23 Rs. 4.10
(ii) OWN GENERATION THROUGH DIESEL GENERATION:
Units 0.32 Lakhs 0.75 Lakhs
Total Amount Rs.4.00 Lakhs Rs. 8.33 Lakhs
Rate/Unit Rs.12.46 Rs.11.10 2
a) Consumption per Kg. of Production 3.12 Per Unit 3.12 per Unit
b) Cost of Consumption per Kg.
of Production Rs.13.34 Rs. 13.09
B. TECHNOLOGY ABSORPTION;
The Company has taken steps in carrying out Research & Development
Activities in the areas of:
a) Grading of Cotton for specific count and quality of yarn.
b) Evaluation and maintenance of quality of Yarn at various stages of
processing and optimising the process parameters to achieve the best
quality of yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO;
During the year under review, there is neither Foreign Exchange
Earnings nor out go.
12. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, M/s. Tamil Nadu Industrial Investment Corporation
Limited, M/s. Punjab National Bank, M/s. Textool Company Limited,
Suppliers, Dealers and the Share holders for their continued
co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai VENUGOPALA
Date : 29.6.2007 Chairman-cum-Managing Director
Mar 31, 2006
ANNUAL REPORT 2005-2006
DIRECTORS' REPORT
Your Directors have pleasure in presenting the 12th Annual Report together
with the Audited Accounts of the Company for the year ended 31st March,
2006.
1. OPERATING RESULTS:
(Rs. in lakhs)
Current Year Previous Year
Net Sales / Income from Operations 370.21 686.95
Other Income 20.30 11.31
390.51 698.26
Total Expenditure 382.15 734.54
Interest 301.17 354.72
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (292.81) (421.00)
Depreciation 75.66 75.53
Net Profit/(Loss) (368.47) (496.53)
Your Directors wish to inform that the Company has achieved a Turnover of
Rs.370.21 lakhs in the Current Year as against Rs.686.95 Lakhs turnover of
previous year. Your Directors report that the Net Loss of the Company for
the year under review is decreased to Rs.368.47 lakhs from Rs.496.53 Lakhs
of previous year due to increase in gross revenue and also due to decreased
in interest on Term Loans and Working Capital Loan to Financial Institution
and Bank etc., respectively.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Sri. K. Alagiriswami, Director will
retire by rotation and being eligible offers himself for re-appointment.
4. AUDITORS' OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under Clause 4 (a) (i) of
Auditor's Report, the Company has made a reference before BIFR on
28.05.2001 and the Company has. been declared as Sick Industrial Company by
the BIFR on 6.5.2003. The rehabilitation package is yet to be approved. The
accounts have been prepared on a going concern basis since the Company is
running the business inspite of sickness of the Company.
b) In respect of qualification made by Auditors under Clause 4 (a) (ii) of
Auditor's Report, due to sickness of the Company, the Company is not able
to repay the principal and to pay interest to the Financial Institutions
and Bank.
c) In respect of qualification made by the Auditors under Clause 4 (a)
(iii), the Company will take steps to obtain remaining confirmation letters
for balances of Loans and Advances, Sundry Debtors and Sundry Creditors.
d) In respect of comments made by the Auditors under clause ix (c), (x) and
(xi) of the Annexure to the Auditor's Report, no explanation has been
offered since the same are self-explanatory.
5. AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as per
Section 292A of the Companies Act, 1956. The Committee comprises of Sri.R.
Vijaykumar, Director, Sri. K. Alagiriswami, Director and Sri. K.S.
Venugopala, Chairman-cum-Managing Director with Sri. R. Vijaykumar as its
Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. SHAREHOLDERS / INVESTORS' GRIEVANCES COMMITTEE :
The Shareholders / Investors' Grievances Committee was constituted with Mr.
K. Alagirisamy as Chairman, Mr. R. Vijay kumar as Member and Mr. K.S.
Venugopala as Member and Compliance Officer.
The Scope of the Committee is to look into the Shareholders/Investors'
Complaints / Grievances relating to transfer of shares, non-receipt of
Balance Sheet and issue of Duplicate Share Certificates. In addition, the
Board shall also from time to time to provide requisite guidelines / scope
of work for the Grievance Committee and the Committee will discharge such
other functions as are required under the provisions of the Listing
Agreement and Companies Act, 1956.
The Committee met twice during the year under review - on 28th July, 2005
and 30th January, 2006 to review the status of complaints from the
Shareholders / investors and the redressal measures taken by the Company.
The following table shows the nature of complaints received from the
Shareholders during the year 2005-2006.
Nature of Complaints No. of Complaints
Non-receipt of shares sent -
for transfer/transmission
Non-receipt of Balance Sheet -
Others -
Total Nil
The above shows that complaints received were 'Nil' and Pending Complaints
were 'Nil'
Both the above meetings were attended by all the members of the Grievance
Committee.
7. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on the
compliance of Corporate Governance are annexed and form part of the Annual
Report.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, Your Directors
declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the
Company for that period;
iii) that they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) that they have prepared the annual accounts on a 'going concern' basis.
9. AUDITORS:
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as Auditors at
the ensuing Annual General Meeting and are eligible for re-appointment.
10. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, No employee was in receipt of remuneration of Rs, 24,00,000/- per
annum during the year ended 31st March 2006.
11. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY:
1) POWER AND FUEL CONSUMPTION 2005-2006 2004-2005
(i) ELECTRICITY PURCHASED
Units 54.18 Lakhs 55.95 Lakhs
Total Amount Rs. 221.96 Lakhs Rs. 223.45 Lakhs
Rate/Unit Rs. 4.10 Rs. 3.99
(ii) OWN GENERATION THROUGH DIESEL GENERATION:
Units 0.75 Lakhs 0.61 Lakhs
Total Amount Rs. 8.33 Lakhs Rs. 6.96 Lakhs
Rate/Unit Rs.11.10 Rs.11.42
2) a) Consumption per Kg. of Production 3.12 Per Unit 4.06 per Unit
b) Cost of Consumption per
Kg. of Production Rs. 13.09 Rs. 16.54
B. TECHNOLOGY ABSORPTION:
The Company has taken steps in carrying out Research & Development
Activities in the areas of:
a) Grading of Cotton for specific count and quality of yarn.
b) Evaluation and maintenance of quality of Yarn at various stages of
processing and optimizing the process parameters to achieve the best
quality of yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange Earnings
nor out go.
12. ACKNOWLEDGMENT:
Your Directors wish to place on record their gratitude to the Central and
State Governments, M/s. State Industries Promotion Corporation of Tamilnadu
Limited, M/s. Tamil Nadu Industrial Investment Corporation Limited, M/s.
Punjab National Bank, M/s. Textool Company Limited, Suppliers, Dealers and
the Share holders for their continued co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai K. S. VENUGOPALA
Date : 19.06.2006 Chairman-cum-Managing Director
ANNEXURE TO THE DIRECTORS' REPORT
Mar 31, 2005
Our Directors have pleasure in presenting the Eleventh Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2005.
1. OPERATING RESULTS:
Current Year Previous Year
(Rs. in lakhs)
Net Sales/Income from Operations 686.95 1073.68
Other Income 11.31 4.76
698.26 1078.44
Total Expenditure 764.54 1070.73
Interest 354.72 295.89
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (421.00) (288.18)
Depreciation 75.53 75.36
Net Profit/(Loss) (496.53) (363.54)
Your Directors wish to inform that the company has achieved a Turnover
of Rs.686.95 lakhs in the Current Year as against Rs. 1073.68 Lakhs
turnover of previous year. Your Directors report that the Net Loss of
the Company for the year under review is increased to Rs.496.53 lakhs
from Rs.363.54 Lakhs of previous year due to decrease in gross revenue
and also due to increase in interest on Term Loans and Working Capital
Loan to Financial Institution and Bank, etc. respectively.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
companys Articles of Association, Sri. R.Viyaykumar, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITORS OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under Clause 4 (a) (i)
of Auditors Report, the Company has made a reference before BIFR on
28.05.2001 and the company has been declared as Sick Industrial Company
by the BIFR on 6.5.2003. The rehabilitation package has yet to be
formulated. The accounts have been prepared on a going concern basis
since the company is running the business inspite of sickness of the
company.
b) In respect of qualification made by Auditors under Clause 4 (a) (ii)
of Auditors Report, due to sickness of the company, the company is not
able to repay the principal and to pay interest to the Financial
Institutions and Bank.
c) In respect of qualification made by the Auditors under Clause 4 (a)
(iii), the company will take steps to obtain remaining confirmation
letters for balances of loans and advances Sundry Debtors and Sundry
Creditors.
d) In respect of comments made by the Auditors under clause ix (c), x
and xi of the Annexure to the Auditors Report, no explanation has been
offered since the same are self-explanatory.
5. AUDIT COMMITTEE: An Audit Committee of the Board of Directors has
been constituted as per Section 292A of the Companies Act, 1956. The
Committee comprises of Sri. R. Vijaykumar, Director, Sri. K.
Alagiriswami, Director and Sri. K.S. Venugopala, Chairman-cum-Managing
Director with Sri.R.Vijaykumar as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of corporate Governance are annexed and form part of the
Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a `going concern
basis.
8. AUDITORS:
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
9. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules 1975 as
amended upto date is given below:
Statement showing the particulars of Employees pursuant to Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
employees) Rules 1975.
Name Designation Remuneration Qualification
before joining
the Company
Sri.K.S.Venugopala Chairman-cum- Rs.14,40,000/- M.Com.,
Managing Per Annum
Director
of Savorit Limited
and continuing the
same without any
remuneration.
Name Experience Date of Age Employment
of Commencement
Employment
Sri.K.S.Venugopala 35 years 24.03.1995 56 Rendering services
as Chairman-cum-
Managing Director
10. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY:
1) POWER AND FUEL CONSUMPTION 2004-2005 2003-2004
(i) ELECTRICITY PURCHASED
Units 55.95 Lakhs 50.67 Lakhs
Total Amount Rs. 223.45 Lakhs Rs.201.61 Lakhs
Rate/Unit Rs. 3.99 Rs. 3.98
(ii) OWN GENERATION THROUGH DIESEL GENERATION
Units 0.61 Lakhs 0.80 Lakhs
Total Amount Rs. 6.96 Lakhs Rs. 5.02 Lakhs
Rate/Unit Rs. 11.42 Rs. 6.26
2) a) Consumption
per Kg. of Production 4.06 Per Unit 5.36 per Unit
b) Cost of Consumption
per Kg. of Production Rs. 16.54 Rs. 21.50
B. TECHNOLOGY ABSORPTION:
The Company has taken steps in carrying out Research & Development
Activities in the areas of:
a) Grading of Cotton for specific count and quality of Yarn.
b) Evaluation and maintenance of quality of Yarn at various stages of
processing and optimizing the process parameters to achieve the best
quality of yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO;
During the year under review, there is neither Foreign Exchange
Earnings nor out go.
11. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, M/s. The Tamil Nadu Industrial Investment
Corporation Limited, M/s. Punjab National Bank, M/s. Textool Company
Limited, Suppliers, Dealers and the Share holders for their continued
co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai K.S.VENUGOPALA
Date : 28.07.2005 Chairman-cum-Managing Director
Mar 31, 2004
The Directors have pleasure in presenting the Tenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2004.
OPERATING RESULTS:
(Rs. in lakhs)
Current Year Previous Year
Net Sales/Income from Operations 1073.68 783.62
Other Income 4.76 6.45
1078.44 790.07
Total Expenditure 1070.73 784.62
Interest 295.89 260.64
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (288.18) (255.19)
Depreciation 75.36 75.30
Income Tax for Earlier year written off - 1.27
Net Profit/(Loss) (363.54) (331.76)
The Directors wish to inform that the company has achieved a Turnover
of Rs.1073.68 lakhs in the Current Year as against Rs.783.62 Lakhs
turnover of previous year. Your Directors report that the Net Loss of
the Company for the year under review is increased to Rs.363.54 lakhs
from Rs. 331.76 Lakh of previous year due to increase in interest on
Term Loans and Working Capital Loan to Financial Institution and Bank
etc., respectively.
DIVIDEND
The Directors do not recommend any dividend for the under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
company's Articles of Associations. Sri. K. Alagiriswami, Director will
retire by rotation and being eligible offers himself for
re-appointment.
AUDITORS' OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under Clause 4 (i) (a)
of Auditor's Report. The Company has made a reference before BIFR on
28.05.2001 and the company has been declared as Sick Industrial Company
by the BIFR on 6.5.2003. The rehabilitation package has yet to be
formulated. The accounts have been prepared on a going concern basis
since the Company is running the business inspite of sickness of the
company.
b) In respect of qualification made by Auditors under Clause 4 (i) (b)
of Auditor's Report, due to sickness of the company, the Company is not
able to repay the principal and to pay interest to the Financial
Institutions and Bank.
c) In respect of qualification made by the Auditors under Clause 4 (i)
(c), the Company will take steps to obtain remaining confirmation
letters for balances of loans and advances Sundry Debtors and Sundry
Creditors. d) In respect of comments made by the Auditors under clause
9 (c), 10 and 11 of the Annexure to the Auditor's Report, no
explanation has been offered since the same are self explanatory.
AUDIT COMMITTEE:
An Audit Committee of the Board of Directors has been constituted as
per Section 292A of the Companies Act, 1956. The Committee comprises of
Sri.R. Vijaykumar, Director, Sri. K. Alagiriswami, Director and Sri.
K.S. Venugopala, Chairman-cum-Managing Director with Sri.R.Vijaykumar
as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are conformity with the requirements of the Companies Act,
1956.
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of corporate Governance are annexed and form part of the
Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, Your
Directors declare:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period;
iii) That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
iv) That they have prepared the annual accounts on a `going concern'
basis.
AUDITORS:
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
ACKNOWLEDGMENT:
The Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, M/s. Tamil Nadu Industrial Investment Corporation
Limited, M/s. Punjab Notional Bank, M/s. Textool Company Limited.
Suppliers, Dealers and the Share holders for their continued
co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place : Chennai K.S. VENUGOPALA
Date : 30.07.2004 Chairman cum Managing Director
Mar 31, 2003
Your Directors have pleasure in presenting the Ninth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2003.
1. OPERATING RESULTS:
Current year Previous year
(Rs.in lakhs)
Net Sales/Income from Operations 783.62 716.24
Other Income 6.45 22.97
790.07 739.21
Total Expenditure 784.62 768.42
Interest 260.64 203.07
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (255.19) (232.28)
Depreciation 75.30 75.22
Income Tax for Earlier year written off - 1.27
Net Profit/(Loss) (331.76) (307.50)
Your Directors wish to inform that the company has achieved a Turnover
of Rs.783.62-lakhs in the Current Year as against Rs.716.24 Lakhs
turnover of previous year. Your Directors report that the Net Loss of
the Company for the year under review is increased ot Rs.331.76 lakhs
from. Rs. 307.50 lakhs of previous year due. to increase in interest on
term loans and working capital loan to Financial Institution and Bank
etc., respectively.
2. DIVIDEND
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
companys Articles of Association, Sri. R.Vijaykumar, Director will
retire by rotation and being eligible Offers himself for
re-appointment.
4. AUDITORS OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under clause 3 (a) (i)
of Auditors Report, the Company has made a reference before BIFR on
28.05.2001 and the company has been declared as Sick Industrial Company
by the BIFR on 6.5.2003. The accounts have been prepared on a going
concern , basis since the company is running the business inspite of
sickness of the company.
b) In respect of qualification made by Auditors under clause 3 (a) (ii)
of Auditors Report, due to sickness of the company, the company is not
able to repay the principal and to pay interest to the Financial
Institutions and Bank.
c) In respect of qualification made by the Auditors under clause 3 (a)
(iii), the company will take steps to obtain remaining confirmation
letters for balances of loans and, advances, Sundry Debtors and Sundry
Creditors.
5. AUDIT COMMITTEE: An Audit Committee of the Board of Directors has
been constituted as per Section 292A of the Companies Act, 1956. The
Committee comprises of Sri.R.Vijaykumar, Director, Sri.K. Alagiriswamy,
Director and Sri. K.S.Venugopala, Chairman-cum-Managing Director with
Sri. R.Vijaykumar as its chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:
A report on Management Discussion and Analysis and a Status report on
the compliance of corporate Governance are annexed and for part of the
Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies, Act, 1956, Your
Directors declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period;
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a going concern
basis.
8. AUDITORS;
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
9. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules 1975 as
amended upto date is given below:
Statement showing the particulars of Employees pursuant to section 217
(2-A) of the Companies Act, 1956 read with the Companies (Particulars
of employees) Rules 1975.
Name *Designation Remuneration Qualification
Sri.K.S.Venugopala Chairman-cum- Rs.14,40,000/- M.Com.,
Managing Per Annum
Director
Name Experience Date of Age Employment
Commencement before joining
Employment the Company
Sri.K.S.Venugopala 33 years 24.03.1995 54 Rendering services
as Chairman-cum-
Managing Director
of Savorit Limited
and continuing the
same without any
remuneration.
10. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY :
1) POWER AND FUEL CONSUMPTION 2002 - 2003 2001 - 2002
(i) ELECTRICITY PURCHASED
Units 41.99 Lakhs 32.76 Lakhs
Total Amount Rs. 167.93 Lakhs Rs. 137.45 Lakhs
Rate/Unit Rs. 4.00 Rs. 4.20
(ii) IN OWN GENERATION THROUGH DIESEL GENERATION:
Units 1.68 Lakhs 3.64 Lakhs
Total Amount Rs. 6.99 Lakhs Rs. 24.03 Lakhs
Rate/Unit Rs. 4.16 Rs. 6.60
2. a) Consumption per Kg. of Production 4.45 Per Unit 5.08 per unit
b) Cost of Consumption per Kg. of Production Rs. 17.83 Rs. 22.57
B. TECHNOLOGY ABSORPTION:
The Company has taken steps in carrying out Research & Development
Activities in the areas of:
a) Grading of Cotton for specific count and quality of yam.
b) Evaluation and maintenance of quality of Yarn at various stages of
processing and optimising the process parameters to achieve the best
quality of yam to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
11 ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamil Nadu Limited, M/s.Tamil Nadu Industrial Investment Corporation
Limited, M/s. Punjab National Bank, M/s.Textool Company Limited,
Suppliers, Dealers and the Share holders for their continued
co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
Place: Chennai K.S.VENUGOPALA
Date: 11.06.2003 Chairman-cum-Managing Director
Mar 31, 2002
Your Directors have pleasure in presenting the Eighth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2002.
1. OPERATING RESULTS:
Current year Previous year
(Rs.in lakhs)
Net Sales/Income from Operations 716.24 1217.10
Other Income 22.97 5.95
739.21 1223.05
Total Expenditure 768.42 1178.40
Interest 203.07 208.50
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (232.28) (163.85)
Depreciation 75.22 75.01
Net Profit/(Loss) (307.50) (238.86)
Your Directors wish to Worm that the company has achieved a Turnover of
Rs.716.24 lakhs in the Current Year as against Rs. 1217.10 Lakhs
turnover of previous year. Your Directors report that the Net Loss of
the Company for the year under review is increased to Rs.307.50 lakhs
from Rs.238.86 lakhs of previous year due to sickness of the company.
2. DIVIDEND:
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
companys Articles of Association, Sri.K.Alagiriswamy, Director will
retire by rotation and being eligible offers himself for
re-appointment.
4. AUDITORS OBSERVATION ON ACCOUNTS:
a) In respect of qualification made by Auditors under clause 3 (a) (i)
of Auditors report, the company is awaiting further directions from
BIFR and the Company will comply the same. The accounts have been
prepared on a going concern basis since the company is running the
business inspite of sickness of the Company
b) In respect of qualification made by Auditors under clause 3 (a) (ii)
of Auditors Report, due to sickness of the company, the Company is not
able to repay the principal and to pay interest to the Financial
Instutitions and Banks.
c) In respect of qualification made by the Auditors under clause 3 (a)
(iii), the company will take steps to obtain confirmation letters for
balances of loans and advances. Sundry Debtors and Sundry Creditors and
will submit to the Auditors at the time of next year Audit.
5. AUDIT COMMITTEE: An Audit Committee of the Board of Directors has
been constituted as per Section 292A of the Companies Act, 1956. The
Committee comprises of Sri.R.Vijaykumar. Director, Sri.K.Alagiriswami,
Director and Sri.K.S.Venugopaal,Chairman-cum-Managing Director, with
Sri R. Vijaykumar as its Chairman.
The role, terms of reference and the authority and powers of the Audit
Committee are in conformity with the requirements of the Companies Act,
1956.
6. CORPORATE GOVERNANCE: Your Directors have to inform that your
company is required to comply with the requirements of corporate
Governance by 31st March, 2003. The company is taking necessary steps
in this regard.
7. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies, Act, 1956, Your
Directors declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period:
iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
iv) that they have prepared the annual accounts on a `going concern
basis.
8. AUDITORS;
M/s.S.Dhanyakumar & Co., Chartered Accountants will retire as Auditors
at the ensuing Annual General Meeting and are eligible for
re-appointment.
9. PARTICULARS OF EMPLOYEES:
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules 1975 as
amended upto date is given below:
Statement showing the particulars of Employees pursuant to section 217
(2-A) of the Companies Act, 1956 read with the Companies (Particulars
of employees) (Rules 1975.
Name Designation Remuneration Qualification
Sri.K.S.Venugopaal Chairman-cum- Rs.14,40,000/- M.Com.
Managing Per Annum
Director
Name Experience Date of Age Employment before
joining the Company
Employment
Sri.K.S.Venugopaal 32 years 24.03.1995 52 Rendering services
as Chairman-cum-
Managing Director of
Savorit Limited and
continuing the same
without an remuneration.
10. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988:
A. CONSERVATION OF ENERGY:
1) POWER AND FUEL CONSUMPTION 2001 - 2002 2000 - 2001
i) ELECTRICITY PURCHASED:
Units 32.76 Lakhs 38.05 Lakhs
Total Amount Rs. 137.45 Lakhs Rs. 154.82 Lakhs
Rate/Unit Rs. 4.20 Rs. 4.07
ii) IN OWN GENERATION THROUGH DIESEL GENERATION:
Units 3.64 Lakhs 8.87 Lakhs
Total Amount Rs. 24.03 Lakhs Rs.41.64 Lakhs
Rate/Unit Rs. 6.60 Rs. 4.69
2. a) Consumption per Kg. of Production 5.08 per Unit 6.76 per Unit
b) Cost of Consumption per Kg. of Production Rs.22.57 Rs.28.28
B. TECHNOLOGY ABSORPTION:
The Company has taken steps in carrying out Research & Development
Activities in the areas of:
a) Grading of Cotton for specific count and quality of yarn.
b) Evaluation and maintenance of quality of Yam at various stages of
processing and optimising the process parameters to achieve the best
quality of yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
11. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
and State Governments, M/s.State Industries Promotion Corporation of
Tamil Nadu Limited, M/s.Tamil Nadu Industrial Investment Corporation
Limited, M/s.Punjab National Bank, M/s. Textool Company Limited,
Suppliers, Dealers and the share holders for their continued
co-operation and support.
On behalf of the Board of Directors
For STERLING SPINNERS LTD.,
place: chennai K.S.VENUGOPAAL
Date: 29.06.2002 Chairman-cum-Managing Director
S.DHANYAKUMAR & CO.,
PHONE: 4341189 Chartered Accountants
3, SOUTH BOAG ROAD
T.NAGAR
CHENNAI-600017
Mar 31, 2001
The Directors have pleasure in presenting the Seventh Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2001.
1. OPERATING RESULTS :
Current year Previous year
(Rs. in lakhs)
Net Sales / Income from
Operations 1217.10 1246.39
Other Income 5.95 5.05
1223.05 1251.44
Total Expenditure 1178.40 1146.97
Interest 208.50 174.70
Gross Profit / (Loss) after
Interest but before
Depreciation and Taxation (163.85) (70.23)
Depreciation 75.01 75.43
Net Profit / (Loss) (238.86) (145.66)
The Directors wish to inform that the Company has achieved a Turnover
of Rs. 1217.10 lacs in the current year as against Rs. 1246.39 lacs
turnover of previous year. The Directors report that the Net Loss of
the Company for the year under review is increased to Rs. 238.86 lacs
from Rs. 145.66 lacs of previous year due to Production and Technical
problems on account of Labour Turnover, high financial charges and
marketing problems due to recessionary tendency in the Textile
Industry.
2. REFERENCE TO BIFR :
The Company has became a Sick Industrial Company as on 31.03.2001
within the meaning of Clause (o) of Sub-Section (1) of Section 3 of
the Sick Industrial Companies (Special Provisions) Act, 1985. The Board
of Directors have decided to make a reference under Section 15 of the
said Act to BIFR for the determination of the measures which shall be
adopted with respect to the Company.
3. DIVIDEND :
The Directors do not recommend any dividend for the year under review.
4. DIRECTORS :
Sri R. Vijaykumar, has been appointed as Additional Director of the
Company with effect from 23.11.2000. Being appointed as Additional
Director of the Company, he can hold the office of Directorship upto
the conclusion of the Seventh Annual General Meeting of the Company.
Hence, necessary resolution has been moved for the appointment of
Sri R. Vijaykumar, as Director of the Company, who is liable to retire
by rotation.
Sri P.S. Ramamurthy, resigned as Director of the Company with effect
from 19.01.2001. The Directors place on record the valuable services
rendered by Sri P.S. Ramamurthy, during his tenure as Director of the
Company and convey their appreciation to him.
Sri P. Balakrishnan, has been appointed as Additional Director of the
Company with effect from 29.01.2001 and vacated the said Directorship
with effect from 29.03.2001. The Directors place on record the
services rendered by Sri P. Balakrishnan during his tenure as Director
of the Company.
5. AUDITORS :
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
6. INDUSTRIAL RELATIONS :
The Directors recognize the services rendered by the employees and
wish to record Board's appreciation for the sincere work rendered by
them.
7. PARTICULARS OF EMPLOYEES :
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules 1975, as
amended upto date is given below :
Statement showing the particulars of Employees pursuant to Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975
B. TECHNOLOGY ABSORPTION :
The Company has taken steps in carrying out Research & Development
Activities in the areas of :
a) Grading of Cotton for specific count and quality of Yarn.
b) Evaluation and maintenance of quality of yarn at various stages of
processing and optimising the process parameters to achieve the best
quality of yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
D. The Board of Directors have to state Under section 217 (2AA) that
Applicable Accounting Standards had been followed, adopted accounting
principles and applied and prepared the Annual Accounts as a going
concern basis and applied them consistently so as to give a true and
fair view of the state of affairs of the Company as on 31.03.2001 and
losses of the Company for the year ended 31st March, 2001. The Board
has taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the Company's Act, 1956 for
safeguarding the Assets of the Company and for preventing and detecting
fraud and other irregularities.
E. ACKNOWLEDGEMENTS :
The Directors wish to place on record their gratitude to the Central
and State Governments, M/s. State Industries Promotion Corporation of
Tamilnadu Limited, M/s. Tamilnadu Industrial Investment Corporation
Limited, M/s. Punjab National Bank, M/s. Textool Company Limited,
Suppliers, Dealers and the Share holders for their continued
co-operation and support.
Place : Chennai On behalf of the Board of Directors
Dated : 11.05.2001 of STERLING SPINNERS LTD.
K.S. VENUGOPAAL
CHAIRMAN-CUM-MANAGING DIRECTOR.
Mar 31, 2000
The Directors have pleasure in presenting the Sixth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2000.
OPERATING RESULTS :
Current year Previous year
(Rs. in Lakhs)
Net Sales/Income from Operations 1246.39 1116.57
Other Income 5.05 4.56
1251.44 1121.13
Total Expenditure 1146.97 1208.37
Interest 174.70 208.94
Gross Profit/(Loss) after Interest but
before Depreciation and Taxation (70.23) (296.18)
Depreciation 75.43 75.57
Net Profit/(Loss) (145.66) (371.75)
The Directors wish to inform that the Company has achieved a Turnover
of Rs.1246.39 lakhs in the Current Year as against Rs.1116.57 lakhs
turnover of previous year. The Directors report that the Net Loss of
the Company for the year under review is reduced to Rs.145.66 lakhs
from Rs.371.75 lakhs of previous year on account of remedial measures
taken. Despite the fact that still there is a general recession in the
Textile Industry and still the Company has to overcome the low
productivity on account of labour turnover, high financial charges and
on account of mismatch between the cost of the raw material and selling
price.
DIVIDEND :
The Directors do not recommend any dividend for the year under review.
DIRECTORS :
Sri R.K. JHAVER, resigned as Director of the Company with effect from
27.09.1999. The Directors placed on record the valuable services
rendered by Sri. R.K. Jhaver during his tenure as Director of the
Company and conveyed their appreciation to him.
Sri P.S. RAMAMURTHY, has been appointed as Additional Director of the
Company with effect from 27.09.1999. Being appointed as Additional
Director of the Company, he can hold the Office of Directorship up to
the conclusion of the Sixth Annual General Meeting of the Company.
Hence, necessary resolution has been moved for the appointment of
Sri.P.S. Ramamurthy, as Director of the Company, who is liable to
retire by rotation.
AUDITORS :
M/s. S. Dhanyakumar & Co., Chartered Accountants will retires as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
INDUSTRIAL RELATIONS :
The Directors recognize the services rendered by the employees and wish
to record Board's appreciation for the sincere work rendered by them.
PARTICULARS OF EMPLOYEES :
In terms of the requirement of Section, 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules 1975, as
amended upto date is given below :
Statement showing the particulars of Employees pursuant to section
217(2-A) of the Companies Act, 1956 read with the Companies
(Particulars of employees) Rules, 1975.
Name Design Remune- Quali- Experi Date of Age Employment
ration fication enc Commence- joining the
ment of Company
Employment
Sri Chairman Rs.8,40.000/- M.Com. 30 years 24.03.1995 51 Rendering
K.S. cum P.A. services as
Venu- Managing Chairman-
gopal Director cum-Manag
ing Direc
tor of
Savorit
Limited
and
continuing
the same
without
any remu-
neration.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 :
A. CONSERVATION OF ENERGY :
POWER AND FUEL CONSUMPTION 1999-2000 1998-99
ELECTRICITY :
a) PURCHASED :
Units 33.66 Lakhs 29.57 Lakhs
Total Amount Rs. 97.50 Lakhs Rs. 75.54 Lakhs
Rate/Unit Rs. 2.99 Rs. 2.55
b) OWN GENERATION
Units 15.48 Lakhs 18.60 Lakhs
Total Amount Rs. 53.75 Lakhs Rs. 63.10 Lakhs
Rate/Unit Rs. 3.47 Rs. 3.39
c) THROUGH STEM TURBINE/GENERATOR
2. a) Consumption per Unit of Production 3.79 Units 4.55 Units
b) Cost of Consumption per Unit of
Production Rs. 11.88 Rs. 13.10
B. TECHNOLOGY ABSORPTION :
The Company has taken steps in carrying our Research & Development
Activities in the areas of :
a) Grading of Cotton for specific count and quality of yarn.
b) Evaluation and maintenance of quality of Yarn at various stages of
processing and optimising the process parameters to achieve the best
quality of yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
D. POTENTIALLY SICK INDUSTRIAL COMPANIES PROCEEDINGS :
The Board of Directors have to recall that the Company has eroded 50%
(fifty percent) or, more of its peak networth as on 31st March, 1999.
Accordingly, the Company has initiated proceedings as contemplated
under Section 23 of the Sick Industrial Companies (Special Provision)
Act, 1985 and the members of the company considered the position of the
same in the Extra-Ordinary General Meeting of the Company held on
15.11.1999. The Director have further informed that the Company has
reported the above said Erosion of Loss of 50% of Networth to the BIFR
on 22nd November, 1999. The Company has taken remedial measures and
still the company is suffering with low productivity on account of
labour turnover and high financial charges and on account of mismatch
between the cost of the raw material and selling price.
Mar 31, 1999
The Directors have pleasure in presenting the Fifth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 1999.
1. OPERATING RESULTS :
Current Previous
year year
(Rs.in lakhs)
Net Sales/Income from Operations 1116.57 941.83
Other Income 4.56 2.17
1121.13 944.00
Total Expenditure 1208.37 779.07
Interest 208.94 174.22
Gross Profit/(Loss) after Interest but
before Depreciation and taxation (296.18) (9.29)
Depreciation 75.57 58.58
Net Profit (Loss) (371.75) (67.87)
The Directors wish to inform that the Company has achieved a Turnover
of Rs.1116.57 lakhs in the Current Year as against Rs.941.83 lakhs
turnover of previous year. The Directors have to report that the
company's profitability is under strain due to recessionary trend and
sluggish markets in general and due to low productivity on a account of
labour turnover, heavy interest payments and unable to reap the
benefits from the market either from purchase of cotton or from sale of
yarn due to lack of adequate resources.
2. DIVIDEND :
The Directors do not recommend any dividend for the year under review.
3. DIRECTORS :
Sri. K.S. Kamalakannan, and Sri. M. Paramasivam resigned as Directors
of the company with effect from 28.06.1999.
The Directors place on record the valuable services rendered by Sri.
K.S. Kamalakannan and Sri. M. Paramasivam during their tenure as
Directors of the company and convey their appreciation to them.
In accordance with the provisions of the Companies Act, 1956 and the
company's Articles of Association, the Directors have to inform that
Sri. K. Alagiriswami, Director is to retire by rotation at the Fifth
Annual General Meeting and being eligible, offers himself for
re-appointment.
4. AUDITORS :
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
5. INDUSTRIAL RELATIONS :
The Directors recognize the services rendered by the employees and wish
to record Board's appreciation for the sincere work rendered by them.
6. PARTICULARS OF EMPLOYEES :
In terms of the requirement of Section. 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules 1975 as
amended upto date is given below :
Statement showing the particulars of Employees pursuant to Section
217(2-A) of the Companies Act, 1956 read with the Companies
(Particulars of employees) Rules, 1975 and forming part of Directors
for the year ended 31st March, 1999.
Name Designation Remuneration Qualification
Sri K.S. Venugopaal Chairman-cum- Rs 8,40,000 M.Com.,
Managing Director P.A.
Experience Date of Age Employment before
Commencement joining the Company
of Employment
29 years 24.03.1995 50 Rendering services as
Chairman-cum-Managing
Director of Savorit Limited
and continuing the same
without any remuneration
7. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :
Particulars required under Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 :
B. TECHNOLOGY ABSORPTION :
The Company has taken steps in carrying out Research & Development
Activities in the areas of :
a) Grading of Cotton for specific count and quality of yarn.
b) Evaluation and maintenance of quality of Yarn at various stages of
processing and optimising the process parameters to achieve the best
quality yarn to cope with the International Standards.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year under review, there is neither Foreign Exchange
Earnings nor outgo.
D. GENERAL :
You are well aware of the fact that the textile industries are passing
through a very critical and unprecedented recessionery trend and that
the company is also suffering due to the sluggish market condition,
mismatching between the purchase and sale prices and low productivity.
However with great difficulty the Board of Directors are keeping the
wheels of company running without stoppages.
Mar 31, 1998
The Directors have pleasure in presenting the Fourth Annual Report
together with the Audited Accounts of the company for the year ended
31st March, 1998.
OPERATING RESULTS :
(Rs. in lakhs)
Current Previous
year year
Net sales/Income from operations 941.83 255.65
Other Income 2.17 5.21
944.00 260.86
Total Expenditure 779.07 241.51
Interest 174.22 57.79
Gross Profit/(Loss) after Interest
but before depreciation and Taxation (9.29) (38.44)
Depreciation 58.58 24.02
Net Profit/(Loss) (67.87) (62.46)
The Directors wish to inform that the company has achieved a Turnover
of Rs. 941.83 lakhs despite recessionary trend and sluggish market
conditions faced by the Textile Industry. The Directors are hopeful of achieving better performance in the ensuing year.
DIVIDEND :
The Directors do not recommend any dividend for the year under review.
DIRECTORS :
During the year there is no change in the Directorship on the Board of
the Company. Shri. M. Paramasivam, Director who retires by rotation
and being eligible, offers himself for re-appointment.
AUDITORS :
M/s. S. Dhanyakumar & Co., Chartered Accountants will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.
INDUSTRIAL RELATIONS :
During the year under report, the Company continued to have harmonious
and cordial relations with its employees and the Directors recognise the services rendered by the employees and wish to record Board's appreciation for the sincere work rendered by them.
Particulars of Employees in terms of the requirement of Sec. 217(2A) of The Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended upto date :-
None of the employees of the company during the year under report was
paid a remuneration which in aggregate of Rs. 3,00,000/- per annum or
Rs. 25,000/- per month for any part of the year.
INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.
Particulars required under company's (Disclosure of Particulars in the
report of Board of Directors) Rules 1988 :
TECHNOLOGY ABSORPTION :
The Company has taken steps in carrying out Research & Development
Activities in the areas of :-
(a) Grading of Cotton for Specific Count and quality of yarn and
(b) Evaluation and maintenance of quality of yarn at various stages of
Processing and optimising the process parameters to achieve the best
quality yarn to cope with the international standards.
FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year under review, there is neither Foreign Exchange Earnings nor outgo.
Mar 31, 1997
The Directors have pleasure in presenting the Third Annual Report
together with the Audited Accounts of the company for the year ended
31st March, 1997.
FINANCIAL RESULTS:(Rs.in lakhs)
1996-97
Profit before Interest & Depreciation 19.35
Less:
(a) Interest & Financial charges 57.79
(b) Depreciation 24.02
Profit +/Loss (-) Before Tax (62.46)
Less: Provision for Taxation
Profit +/Loss (-) after Tax (62.46)
81.81
REVIEW OF OPERATIONS:
The Company has commenced its commercial production on 5th July, 1996
with 4032 Spindles and has achieved the Production capacity of 12096
Spindles during March, 1997 in stages.
It took almost nine months to get all the machineries erected and
commissioned since the company was forced to extend the date of
allotment money payable by the shareholders on account of depressed
stock Market and tight money market conditions.
FUTURE PROSPECTS:
Consistent with the progressive policies of the company, the capacity
utilisation is to be improved besides adding up of value additions for
the end product. The company is contemplating on an Expansion Programme
for adding another 4032 Spindles with additional Combers for getting
the finer variety of yarn. This, the Directors expect would yield
better results in the ensuing year.
RESOURCES:
As contemplated in the Prospectus dated 3.1.96, Term Loans sanctioned
aggregating to Rs.600 lakhs comprising Rs.300 lakhs from SIPCOT, Rs.150
lakhs from TIIC and the balance Rs.150 lakhs from PNB were received and
invested into the project by the Company.
Moreover the sanction of working capital limit upto Rs.230 lakhs by
Punjab National Bank has helped the Company in meeting the working
capital requirements.
Further Plans are on the anvil to raise necessary resources for the
proposed Expansion Programme.
DIVIDEND
This being the First year of Commercial Operations, the Board could not
consider recommending any Dividend.
DIRECTORS:
During the year there is no change in the Directorship on the Board of
the Company. Shri.K.Alagiriswami, Director who retires by rotation and
being eligible, offers himself for re-appointment.
AUDITORS:
M/s. S.Dhanyakumar & Co., Chartered Accountants will retire as Auditors
at the ensuing Annual General Meeting and are eligible for
re-appointment.
INDUSTRIAL RELATIONS:
During the year under report, the Company continued to have harmonious
and cordial relations with its employees.
WOMEN WORKERS' SUBSIDY:
The Directors are happy to inform you that M/s. SIPCOT has sanctioned
women workers' subsidy amounting to Rs.3.15 lakhs during the period
under report as the Company has provided, employment to women workers,
Thus the Socio-economic objective of the Government is being carried
out by the company by providing job opportunities to the Women
Workers.
PARTICULARS OF EMPLOYEES IN TERMS OF THE REQUIREMENT OF SEC. 217 (2A) OF THE COMPANIES ACT 1956, READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UPTO DATE:
None of the employees of the company during the year under report was
paid a remuneration which in aggregate of Rs.3,00,000/- per annum or
Rs.25,000/- per month for any part of the year.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.
Particulars required under Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988.
(A) CONSERVATION OF ENERGY:
The supply of power of 500 KVA from TNEB was given only on 31.3.97 and
until then the unit was mining on Diesel generated power.
Now that the Expansion Scheme is on the anvil, we would be needing an
additional 500 KVA of Power for which necessity steps were taken and we
do not envisage any difficulty in getting the Power Supply.
Apart from this, the Directors have requested SITRA to conduct Energy
Audit in order to conserve Energy in the areas where it is possible.
Power & Fuel Consumption
(a) Electricity Purchased Units and Amount - Nil
(b) Own Generation
For the period under report, an amount of Rs. 26.57 lacs was spent
towards diesel power for producing 2,64,256 kgs of Yarn (Rs. 10.06 per
kg of Yarn/3.50 per unit)
(B) TECHNOLOGY ABSORPTION
The Company is yet to carry out Research & Development Activities and
it is proposed to introduce the same in the areas of:
(a) Grading of Cotton for Specific Count and quality of yarn and
(b) Evaluation and maintenance of quality of yarn at various stages of
Processing and optimising the process parameters to achieve the best
quality yarn to cope up with the international standards.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO : -
During the period under review, there is neither Foreign Exchange
earnings nor outgo.
ACKNOWLEDGEMENTS:
The Directors acknowledge with gratitude the excellent assistance and
support rendered by M/s. State Industries Promotion Corporation of
Tamilnadu Limited, M/s. Tamilnadu Industrial Investment Corporation
Limited, M/s. Punjab National Bank, Tamilnadu Electricity Board,
Suppliers, Dealers and Shareholders without which it would not have
been possible to implement the Project. The Directors also wish to
place on their appreciation of the devoted services rendered by the
employees of the Company at all levels.
Mar 31, 1996
No Information Available.
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