Directors Report of Veejay Lakshmi Engineering Works Ltd.

Mar 31, 2025

Your Directors present the Fiftieth Annual Report and the Company’s audited financial statements for
year ended 31^st March 2025.

1. STATE OF COMPANY’S AFFAIRS, DIVIDEND AND RESERVE
i. Financial performance / appropriations / transfer to reserves

The Company’s financial performance for the year ended March 31, 2025 is summarized below.

('' in Lakhs)

Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
Sales Turnover	7964.93	8709.10
Profit/ (Loss) before Depreciation and taxes	(80.86)	(235.11)
Depreciation	249.44	243.72
Profit / (Loss) before taxes	(330.30)	(478.83)
APPROPRIATIONS/ADJUSTMENTS
Provision for Taxes - Current Tax of prior period	-	-
- Deferred Tax	1.18	(23.29)
Profit after tax - Transferred to retained earnings	(331.48)	(455.54)

The sales turnover for the year is Rs.7964.93 lakhs as against Rs. 8709.10 lakhs in the previous
year. There is fall in turnover in both engineering and textile divisions due to reduced demand
for the products of the company. However, the loss has come down. The loss during the year is
Rs. 331.48 lakhs as against the loss of Rs.455.54 lakhs in the previous year. The entire loss has
been transferred to retained earnings. No dividend has been considered due to loss.

ii. operations:

The performance of the engineering division has been sluggish like previous year, affected by
reduced inflow of orders and low capacity utilization. Engineering division has, however, made some
profit due to better prices realized in local market and exports. Textile Division’s capacity utilization
was marginally higher than last year, but the sales turnover is less due to reduced prices for yarn.
No profits could be made as the margins were not adequate to cover the costs. More details are
provided in the Management Discussion and Analysis Report. The total capital expenditure incurred
during the year is Rs.56.77 lakhs.

industrial relations:

The relationship with the workmen has been cordial in all the units of the Company.

R&D

The existing products of the company are under continuous development to improve productivity, savings

in power and reduce cost of production.

BoRRoWiNGs:

Secured

The Company has term loans availed from the Banks for capital expenditure and the loans provided

during the covid crisis for working capital. The total secured term loans outstanding as at 31/03/2025

is Rs.295.38 Lakhs.

For working capital, the Company has a fund based limit of Rs.1500 lakhs with sublimits for non fund
based requirements. The total outstanding of working capital limits as at 31/03/2025 is Rs.922.77 lakhs.
The Company has serviced the interest / repayment obligations of all the above loans, in time, without
any delay.

Unsecured Loans from Directors/Promoters

The Company also has unsecured loans from Directors/Promoters. The total outstanding loan amount
as at 31/03/2025 is Rs.1730.69 lakhs. The interest rate is 7.5% pa. Considering the losses for the year,
the promoters have waived the interest on this loan upto 31.03.2028. As per the terms stipulated by
State Bank of India, the unsecured loans cannot be repaid without their approval and the rate of interest
should not exceed the rate charged by the Bank for the credit facilities given to the Company.

The losses during the current year and in previous year have affected the liquidity position of the
Company and reduction in net working capital. State Bank of India has also stipulated a condition that
promoters have to infuse additional funds to improve the liquidity / current ratio / net working capital.

2. ANNUAL RETURN

The copy of the Annual return is disclosed in the Company’s website: www.veejaylakshmi.com

3. NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. Further details in this respect and
details of meetings of the committees are provided under the report on Corporate Governance.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby state that

• in preparation of annual accounts for the financial year ended March 31, 2025, the applicable
Accounting standards have been followed along with proper explanation. There has been no material
departures.

• the Directors have selected such accounting policies and applied them consistently and made
Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
State of affairs of the Company at the end of the financial year and of the profit and loss of the
Company for the year ended 31^st March 2025.

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

• the Directors have prepared the annual accounts for the financial year ending March 31, 2025 on
a going concern basis.

• the Directors had laid down internal financial controls to be followed by the Company and that such
Internal controls are adequate and are operating effectively.

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

5. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in
the Nomination and Remuneration Policy of the Company formulated in compliance with section 178
of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of
the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and
independent directors and other matters as provided under sub-section (3) of Section 178 of the Act.
The Nomination and Remuneration Policy is available on the Company website: www.veejaylakshmi.com

6. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves
to be appointed as independent directors under the provisions of the above act and the relevant rules.

7. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

M/s. N R D Associates., Chartered Accountants, statutory auditors of the Company, hold Office till the
conclusion of the Annual General Meeting to be held in 2027. The Statutory Auditors’ Report does not
contain any qualification, reservation or adverse remark. There is no instance of fraud reported by the
statutory auditors of the company.

Secretarial Auditor

The Board has appointed Mr K. Duraisami, Practicing Company Secretary to conduct Secretarial Audit
for the Financial Year 2024-25. The Secretarial Audit report does not have any adverse observation.

8. PARTICULARS OF LOANS/GUARANTEE/ INVESTMENTS/DEPOSITS

The Company has not provided any Inter-Corporate Loans/ Guarantees. Details of other loans/advances
and Investments of the Company in the shares of other Companies are provided under note 5 and 8(e)
of notes to Balance Sheet appearing elsewhere in this Annual Report. The amount of investment made
by the Company does not exceed the limits as specified in Section 186 of the Companies Act, 2013.

The Company has not accepted any deposits from public during the year and there are no deposits from
the public as at 31.3.2025. The Company has unsecured loans from Promoters / Directors.

9. cONTRAcTS AND ARRANGEMENTS WITH Related pARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and were on arm’s length basis. During the year, the
Company had not entered into any contract / arrangement / transaction with related parties which could
be considered material. Your Directors draw attention of the members to note No.31 to the financial
statement which sets out related party disclosures.

10. MATERIAL cHANGES AND cOMMITMENTS After 31/03/2025

No significant changes in the working of the Company from 31/03/2025 till the date of the report.

11. conservation OF ENERGY, TEcHNOLOGY ABSORpTION AND FOREIGN EXcHANGE
EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required to be disclosed under the Act, are provided in Annexure-3 to this report.

12. RISK MANAGEMENT

The Company follows a comprehensive and integrated risk appraisal, mitigation and management
process. The identified elements of Risk and Risk Mitigation measures are periodically reviewed and
revised by the Board of Directors. The Company’s Risk Management Policy, approved by the Board
is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5) is not
applicable to the Company.

13. EVALuATION OF BOARD pERFORMANcE

The Nomination and Remuneration Committee of the Company has formulated the criteria for evaluation
of the performance of each director, Board of Directors, Committees of the Board and Independent
Directors. Based on this and the guidelines in this regard issued by SEBI the performance evaluation
has been undertaken. A separate meeting of independent directors has been convened for this purpose
during the year.

Sl. No.	Particulars	Related disclosures
	The financial summary or highlights	The financial highlights including State of Affairs of the Company, Dividend and Reserve have been provided elsewhere in this report
ii	The change in the nature of business	The business of the Company is manufacture of cotton yarn, knitted fabric, Two for One Twisting Machines and Assembly Winders. There was no change in the business of the Company.
iii.	The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year	Three new Independent Directors have been co¬ opted effective from 25.09.2024 on retirement of previous incumbents, who ceased to be directors of the Company with effect from 25-09-2024. The Board of Directors are of the opinion that their integrity, expertise and experience is satisfactory.
iv.	The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year	NIL
v.	The details relating to deposits, covered under Chapter V of the Act	The Company has not accepted any amount which falls under the purview of Chapter V of the Act.
vi.	The details of deposits which are not in compliance with the requirements of Chapter V of the Act.	NA
vii.	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.	No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company.
viii.	The details in respect of adequacy of internal controls with reference to the Financial Statements	The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness. The financial statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Affairs
ix.	Maintenance of cost records under sub¬ section (1) of section 148 of the Companies Act, 2013	The Company has duly made and maintained the Cost Records.

x.	Insolvency & Bankruptcy Code, 2016	No application is made, or any proceeding is pending under the Insolvency & Bankruptcy Code, 2016 during the year under review.
xi.	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.	Not applicable - there was no instance of one-time settlement with any Bank or Financial Institution.
xii.	A statement by the Company with respect to the compliance to the provisions relating to the maternity Benefit Act ,1961	Complied with.

15. DIRECTORS

Sri. V.J. Jayaraman, Director will retire by rotation at the ensuing Annual General meeting and being
eligible he offers himself for reappointment.

16. AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee as at end of the year comprises Independent Directors Sri K. Narendra (Chairman),
Sri T.S.V. Rajagopal, Sri R. Gurubatham, Smt. Sasirekha Vengatesh and whole time Director cum Chief
Financial Officer Sri D.Ranganathan. All the recommendations made by the Audit Committee were
accepted by the Board.

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing
Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit
Committee. Protected disclosures can be made by a whistle blower through an e-mail, or over telephone
or by a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company’s website: www.
veejaylakshmi.com

17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

As per the provisions of Sexual Harassment of Women at Workplace (prevention, prohibition and
redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No
complaints were received by the committee during the year 2024-25.

18. equity capital / listing

The Company’s equity shares continue to be listed at BSE limited and we confirm that listing fee for the
financial year 2024-25 has been paid. There is no change in the paid-up share capital during the year.

19. particulars relating to remuneration of directors/employees

Disclosure under sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014:

a. Ratio of remuneration of each Director to the median remuneration of the employees of the Company
for the Financial Year ended March 31, 2025 and the percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the
Financial Year ended March 31, 2025:

Median remuneration of employees in the financial year 2024-25. : Rs. 143856/- pa.

b. There has been about 6% increase in the median remuneration of the employees over that during
the financial year 2023-24.

c. Number of employees on the rolls of Company as on 31^st March, 2025 : 454

d. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

Average percentile increase in remuneration other than managerial personnel is 27.88% and average
percentile increase / (decrease) in remuneration for managerial personnel is 1.97%.

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

Your Directors affirm that the remuneration is as per the Nomination and Remuneration Policy of
the Company.

f. Details of top ten employees in terms of gross remuneration:

Details given in Annexure 4.

g. There are no employees who are paid remuneration in excess of Rs.102 lakhs per annum or Rs.8.5
lakhs per month

20. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part
of this report. The requisite certificate from the practicing Company Secretary confirming compliance with
the conditions of Corporate Governance is attached to the report on Corporate Governance.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS

The prescribed Form AOC-2 in this respect is attached as Annexure 2.

22. corporate social responsibility

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

23. AssOCIATE COMpANY

The Company holds 26.2% shares in M/s Veejay Sales and Services Limited which falls under the
category of Associate Company as per the provisions of the Companies Act. The main income of the
company is from generation of power through wind mills and the details are furnished separately in this
report under Annexure-I.

24. Acknowledgement

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers,
business partners and group companies and shareholders for their support. The Directors would like to
thank the Bankers as well. The Directors would take this opportunity to express their appreciation for the
dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board of Directors
Coimbatore (sd/-) V.J. JAYARAMAN

May 29, 2025 Chairman

---

Mar 31, 2024

Your Directors present the Forty Ninth Annual Report and the Company''s audited financial statements for year ended 31st March 2024.

1. STATE OF COMPANY''S AFFAIRS, DIVIDEND AND RESERVE i. Financial performance/appropriations/transfer to reserves

The Company''s financial performance for the year ended March 31,2024 is summarized below.

('' in Lakhs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Sales Turnover	8709.10	6397.19
Profit/ (Loss) before Depreciation and taxes	(235.11)	(1151.74)
Depreciation	243.72	252.56
Profit / (Loss) before taxes	(478.83)	(1404.30)
APPROPRIATIONS/ADJUSTMENTS
Provision for Taxes - Current Tax of prior period	0.00	0
- Deferred Tax	(23.29)	(0.26)
Profit after tax - Transferred to retained earnings	(455.54)	(1404.04)

The sales turnover for the year is Rs.8709.10 lakhs as against Rs. 6397.19 lakhs in the previous year. The increase in turnover Is mainly contributed by increase in capacity utilization in the textile division. The increase in the turnover has resulted in reduction in loss. The loss during the year is Rs. 455.54 lakhs as against the loss of Rs.1404.04 lakhs in the previous year. The entire loss has been transferred to Retained earnings. No Dividend has been considered due to loss.

ii. Operations:

The performance of the engineering division has been affected by reduced inflow of orders and low capacity utilization. Higher prices realized has resulted in decrease in loss in this division compared to last year. Textile Division increased its capacity utilization/sales turnover by more than 75%. As the margins were not adequate to cover the manufacturing costs, the textile operations also resulted in loss but the loss was lower than the last year due to increase in capacity utilization. More details are provided in the Management Discussion and Analysis report.

The total capital expenditure incurred during the year is Rs. 92.65 Lakhs.

INDUSTRIAL RELATIONS:

The relationship with the work men has been cordial in all the units of the Company.

R&D

The existing products of the company are under continuous development to improve productivity and reduce

cost of production.

BORROWINGS:

The Company has term loans availed from the Banks for capital expenditure and the loans provided

during the covid crisis for working capital. The total term loans outstanding from bank as at 31/03/2024 is

Rs.418.27 Lakhs.

For working capital, the Company has a fund based limit of Rs.1500 lakhs and non fund based limit of Rs.600 lakhs, totaling Rs.2100 lakhs. The fund based limit also can be used for non fund based requirements upto Rs.400 lakhs and the non fund based limit of Rs.600 lakhs can also be used as cash credit facility. The total outstanding of working capital limits as at 31/03/2024 is Rs.740.90 lakhs .

The Company has serviced the interest/repayment obligations of all the above loans, in time, without any delay.

The Company also has unsecured loans from Promoter Directors. The total loan amount as at 31/03/2024 is Rs.1700.00 lakhs. The interest rate is 7.5% p.a. Considering the losses for the year, the promoters have waived the interest on this loan for the year 2023-24. As per the terms stipulated by State Bank of India, the loan cannot be repaid without their approval and the rate of interest should not exceed the rate charged by the Bank for the credit facilities given to the Company.

The losses during the current year and in previous year have affected the liquidity position of the Company and reduction in net working capital. State Bank of India has also stipulated a condition that promoters have to infuse additional funds to improve the liquidity/current ratio/networking capital.

2. ANNUAL RETURN

The copy of the Annual return is disclosed in the Company''s website www.veejaylakshmi.com

3. NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. Further details in this respect and details of meetings of the committees are provided under the report on Corporate Governance.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby state that

• in preparation of annual accounts for the financial year ended March 31,2024, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

• the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2024.

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• the Directors have prepared the annual accounts for the financial year ending March 31,2024 on a going concern basis.

• the Directors had laid down internal financial controls to be followed by the Company and that such Internal controls are adequate and are operating effectively.

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

5. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company formulated in compliance with section 178 of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and independent directors and other matters as provided under sub-section(3) of Section178 of the Act. The Nomination and Remuneration Policy is available on the Company website www.veejaylakshmi.com.

6. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules

7. AUDITORS AND AUDITORS’ REPORT Statutory auditors

M/s. N R D Associates, Chartered Accountants, statutory auditors of the Company, hold Office till the conclusion of the Annual General Meeting to be held in 2027. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Ms. Sakthi Arumugam, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report contains information on submission of reports to Stock Exchange beyond stipulated time lines.

8. PARTICULARS OF LOANS/GUARANTEE/ INVESTMENTS/DEPOSITS

The Company has not provided any Inter-Corporate Loans/ Guarantees. Details of other loans/advances and Investments of the Company in the shares of other Companies are provided under note 5 and 8(e) of notes to Balance Sheet appearing elsewhere in this Annual Report. The amount of investment made by the Company does not exceed the limits as specified in Section 186 of the Companies Act, 2013.

The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2024. The Company has unsecured loans from Promoter Directors.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Your Directors draw attention of the members to note No.31 to the financial statement which sets out related party disclosures.

10. MATERIAL CHANGES AND COMMITMENTS AFTER 31/03/2024

No significant changes in the working of the Company from 31/03/2024 till the date of the report.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-3 to this report.

12. RISK MANAGEMENT

The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The identified elements of Risk and Risk Mitigation measures are periodically reviewed and revised by the Board of Directors. The Company’s Risk Management Policy, approved by the Board is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5) is not applicable to the Company.

13. EVALUATION OF BOARD PERFORMANCE

The Nomination and Remuneration Committee of the Company has formulated the criteria for evaluation of the performance of each director, Board of Directors, Committees of the Board and Independent Directors. Based on this and the guidelines in this regard issued by SEBI the performance evaluation has been undertaken. A separate meeting of independent directors has been convened for this purpose during the year.

14. ADDITIONAL INFORMATION AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014

Sl. No.	Particulars	Related disclosure
i.	The financial summary or highlights	The financial highlights including State of Affairs of the Company, Dividend and Reserve have been provided elsewhere in this report
ii.	The change in the nature of business	The business of the Company is manufacture of cotton yarn, knitted fabric, Two for One Twisting Machines and Assembly Winders. There was no change in the business of the Company.
iii.	The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year	No Change during the year
iv.	The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year	NIL
v.	The details relating to deposits, covered under Chapter V of the Act	The Company has not accepted any amount which falls under the purview of Chapter V of the Act.
vi.	(vi) The details of deposits which are not in compliance with the requirements of Chapter V of the Act.	Nil
vii.	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.	No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company.
viii.	The details in respect of adequacy of internal controls with reference to the Financial Statements	The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness. The financial statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Affairs
ix.	Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013	The Company has duly made and maintained the Cost Records.

15. DIRECTORS

Smt. Arthi Anand Director will retire by rotation at the ensuing Annual General meeting and being eligible she offers herself for re appointment.

16. AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee comprises Independent Directors Sri N.M. Ananthapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director Sri D.Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or over telephone or by a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company’s website www.veejaylakshmi.com

17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

As per the provisions of Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2023-24.

18. LISTING OF EQUITY SHARES

The Company’s equity shares continue to be listed at BSE limited and we confirm that listing fee for the financial year 2023-24 has been paid.

19. PARTICULARS RELATING TO REMUNERATION OF DIRECTORS/EMPLOYEES

Disclosure under sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

a. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ended March 31,2024 and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the Financial Year ended March 31,2024:

Median remuneration of employees in the financial year 2023-24. : Rs. 135480/- pa.

b. There has been no increase in the median remuneration of the employees over that during the financial year 2023-24.

c. Number of employees on the rolls of Company as on 31st March, 2024 : 450

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in remuneration other than managerial personnel is 27.88% and average percentile increase / (decrease) in remuneration for managerial personnel is (1.97)%

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

Your Directors affirm that the remuneration is as per the Nomination and Remuneration Policy of the Company.

f. Details of top ten employees in terms of gross remuneration:

Details given in Annexure 4.

g. There are no employees who are paid remuneration in excess of Rs. 102 lakhs per annum or Rs.8.5 lakhs per month

20. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS

The prescribed Form AOC-2 in this respect is attached as Annexure 2.

22. CORPORATE SOCIAL RESPONSIBILITY

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

23. ASSOCIATE COMPANY

The Company holds 26.2% shares in M/s Veejay Sales and Services Limited which falls under the category of Associate Company as per the provisions of the Companies Act. The main income of the company is from generation of power through wind mills and the details are furnished separately in this report under Annexure-I.

24. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board of Directors Coimbatore (Sd/-) V.J. JAYARAMAN

May 29, 2024 Chairman

---

Mar 31, 2016

directors’ report to share holders

Dear Shareholders,

The Directors are pleased to present the Forty First Annual Report and the Company’s audited financial statements for the financial year ended 31^st March 2016.

financial results

The Company’s financial performance for the year ended March 31, 2016 is summarized below:

(Rs, In Lakhs)

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
Sales Turnover	7,812.03	10,945.22
Profit before Depreciation and taxes	-98.27	-524.76
Depreciation	-466.78	-992.42
Exceptional Items/ expenses profit(loss) before taxes	79.87	1,497.77
Net Profit	-485.18	-19.41
Balance brought forward from Profit and Loss account	-78.72	972.16
Amount available for appropriation	-563.90	952.75
Balance in the Profit & Loss A/c of the subsidiary taken on merger	-	844.48
WDV of assets not having useful life as at 01-04-2014 transferred as per Sch. II of Companies Act, 2013.	—	389.77
appropriations/adjustments
Provision for Taxes - Current Tax	-	-
- Deferred Tax	-90.45	-202.70
Prior year Taxes	—	-0.08
Balance carried forward to Profit and Loss account	-473.45	-78.72
Total	-563.90	952.75

profits/ dividends

The workings during the year 2015-16 have resulted in a net loss of Rs.394.73 Lakhs as against a net profit of Rs.183.37 Lakhs in the previous year. No dividend is recommended in view of the loss in the year and the need to conserve funds for reducing borrowings.

operations

Consequent to the sale of Automatic Cone Winder business in the previous year, the Two for One Twister is the main product in the textile machinery division. The development of new models with energy saving features has resulted in improvement in the inflow of orders from the middle of the year. However, due to constraints in production the company could not increase the sales turnover. The company has taken steps to remove the constraints and the productivity is expected to improve in the current financial year 2016-17.

Unlike the previous year, the export market for cotton yarn has not been encouraging resulting in reduced export of yarn. In view of the declining yarn price in the domestic market coupled with high cotton price and the frequent power shedding, the yarn production was curtailed. The focus is on marketing value added yarn such as twisted yarn and knitted fabric.

The sales turnover during the year under review is Rs.7812 lakhs as against Rs.10945 lakhs in the previous year. The exceptional items represent the income on account of sale of capital assets relating to automatic cone winders (Rs, 155 lakhs) and VRS expenditure for workers of the spinning unit (Rs.76 lakhs).

finance

There has not been any additional borrowings / limits availed during the year. The company has represented to the banks to reduce the fund based working capital limits from Rs.3150 lakhs to Rs.2050 lakhs. The repayment of the Term loans is made as per schedule and the outstanding has come down to Rs.284 lakhs. All interest payments due have been paid in time without delay. The unsecured loans provided by the promoters to reduce the finance cost and to keep a comfortable liquidity position has been retained by the Company and no interest has been paid on these loans.

r&d / technology and awards

The focus of the Company is on product development to improve productivity and energy conservation. The Company’s R & D efforts resulted in the development of two new models, one with a servo drive system and another with a new spindle assembly for power saving.

industrial relations

The relationship with the workmen has been cordial in all the units of the Company.

fixed deposits

The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2016. The Company has an amount of Rs.966.00 lakhs as unsecured loans from Directors.

directorate

Smt Arthi Anand, Director will retire by rotation at the ensuing Annual General meeting and being eligible she offers herself for re appointment. Sri Rajiv A. Naidu was appointed as alternate Director and Sri K. Narendra was appointed as additional Director during the year.

information status of the company

Information on the performance of the company is given in the Management Discussion and Analysis report which forms a part of the annual report and has been prepared in accordance with Reg.34(2) of the Listing Regulations.

information pursuant to section 134 of the companies act, 2013

The information pursuant to provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with provisions of Section 134 of the Companies Act, 2013 are furnished in Corporate Governance Report under the title ‘Details of Remuneration for the Year 2015-16’.

particulars of employees

There are no employees within the meaning of sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 who are paid remuneration in excess of the amounts prescribed.

Other particulars relating to employees are furnished in the Report on Corporate Governance.

directors’ responsibility statement

Your Directors hereby state that:

- in preparation of annual accounts for the financial year ended March 31, 2016, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March 2016.

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the Directors have prepared the annual accounts for the Financial year ending March 31, 2016 on a going concern basis.

- the Directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and are operating effectively.

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

MANAGEMENT’S Discussion AND ANALYSIS Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Reg.34(2) of the Listing Regulations, is presented separately forming part of the Annual Report.

corporate governance

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company in this respect is attached as part of the Annual Report.

contracts and arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

The prescribed Form AOC-2 in this respect is attached as Annexure I.

Your Directors draw attention of the members to note No.6 to the financial statement which sets out related party disclosures.

corporate social responsibility

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

risk management

The Company’s Risk Management Policy, approved by the Board is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5)) is not applicable to the Company.

INTERNAL FINANCIAL controls

The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness.

directors and key managerial personnel

The profile of Directors proposed to be reappointed is attached separately.

Disclosures:

Audit committee

The Audit Committee comprises Independent Directors Sri N.M. Anandapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director Sri D. Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company’s website. Meetings of the Board

Four meetings of the Board of Directors were held during the year. For more details, please refer report on Corporate Governance.

Policy on Director’s appointment and Remuneration

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company formulated in compliance with section 178 of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and independent directors and other matters provided under sub-section (3) of Section 178 of the Act. The Nomination and Remuneration Policy is available on the Company website www.veejaylakshmi.com.

Declaration by Independent Directors

The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules.

Disclosure under the sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013

As per the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2015-16.

particulars of Loans given, investments Made, securities provided and guarantees given

Particulars of loans given, investments made, securities provided and guarantees given, covered under the provisions of section 186 of the Companies Act, 2013 are contained in the Financial Statements annexed.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-2 to this report.

other particulars as per Rule 8(5) of Companies (Accounts) Rules, 2014

Sl. No.	Particulars	Related disclosures
1.	The change in the nature of business	The business of the Company is manufacture of cotton yarn, knitted fabric and Two for One Twisting Machine. There was no change in the business of the Company.
2.	The details of directors or key managerial personnel who were appointed or have resigned during the year	Sri K. Narendra has been appointed as additional Director. Sri Rajiv A. Naidu was appointed as an Alternate Director. Sri S. Vinod Kumar, Company Secretary had resigned and Sri V.K. Swaminathan has been appointed as Company Secretary.
3.	The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year	N A
4.	Issue of equity shares with differential rights as to dividend, voting or otherwise.	No equity shares were issued during the year.
5.	Issue of equity shares (sweat equity shares) to the employees of the Company	No sweat equity issue during the year.
6.	Receipt of remuneration or commission by the Managing Director or Whole time Director from any of its subsidiaries	The Company has no subsidiary.
7.	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.	No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the company.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure-3 to this report. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees drawing remuneration in excess of the limits set out and other particulars relative of the remuneration of Key Managerial Personnel are provided in the Corporate Governance Report under the title ‘Details of Remuneration for the Year 2015-16.’ auditors and auditors’ report

statutory Auditors

M/s. N.R. Doraiswami & Co., Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

cost Auditors

M/s. Saktivel & Company have been appointed by the Board of Directors as Cost Auditors for the year.

secretarial Auditor

The Board has appointed Sri K. Muthusamy, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2015-16.

Acknowledgement

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board

Coimbatore (sd/-)

V.J. Jayaraman

May 19, 2016 Chairman and Managing Director

---

Mar 31, 2015

Dear Shareholders,

The Directors present the Fortieth Annual Report and the Company's audited financial statements for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2015 is summarized below:

(Rs. in Lakhs)

Year ended Year Ended Particulars 31.03.2015 31.03.2014

Sales Turnover 10,945.22 7,021.52

Profit before Depreciation, taxes and exceptional items -524.76 501.89

Depreciation -992.42 452.86

Exceptional Items/ expenses Profit(loss) before taxes 1,497.77 -

Net Profit -19.41 49.03

Balance brought forward from Profit and Loss account 972.16 893.23

Amount available for appropriation 952.75 942.26

Balance in the Profit & Loss A/c of the subsidiary taken on merger 844.48 -

Depreciation of assets not having useful life as at 01-04-2014 transferred as per Sch. II of Companies Act, 2013. (Net of Deferred Tax) 389.77 -

APPROPRIATIONS/ADJUSTMENTS

Provision for Taxes - Current Tax - 0.37

- Deferred Tax -202.70 -26.54

Prior year Taxes -0.08 -3.73

Provision for Dividends - -

Dividend Distribution Tax - -

Transfer to General Reserves - -

Balance carried forward to Profit and Loss account -78.72 972.16

Total 952.75 942.26

PROFITS/ DIVIDENDS

The workings during the year 2014-15 have resulted in a net loss of Rs.19.41 Lakhs as against a net Profit of Rs. 49.03 Lakhs in the previous year. No dividend is recommended in view of the loss in the year and the need to conserve funds for reducing borrowings.

AMALGAMATION OF SUBSIDIARY COMPANY

Veejay Lakshmi Textiles Limited, the erstwhile wholly owned Subsidiary of the company has been merged with the Company by amalgamation from 1.4.2014 and the same has been approved by the Hon'ble High Court, Madras by its order dated 10/07/2015. Accordingly the audited accounts of the Company for the financial year 2014-15 covers both the operations of the engineering activities of the Company and the textile business handled by the subsidiary earlier.

OPERATIONS

There has not been any improvement in the demand for the products of the company's engineering division and the sales volume of both products have declined. Considering the fall in demand for the automatic cone winder and the delay in development of the new model, the company has decided to discontinue the manufacture of the automatic cone winders. The technology for the new model of automatic cone winder under development has been sold by the company.

The export market has not been encouraging for the textile division in the later part of the year.

The capacity utilization of the textile division could not be at the optimum level due to the power cut in force through major part of the year.

The sales of textile machinery and spares during the year under review is Rs.10,945 Lakhs as against Rs.7,022 Lakhs in the previous year. The sales in the current year include sales from the subsidiary company consequent to amalgamation. The income from the wind mill during the year is Rs.254 lakhs against Rs.136 lakhs in the previous year, mainly due to inclusion of revenue on amalgamation.

The exceptional income represents the income on account of know-how fee and also the Profit on sale of part of the assets used for automatic cone winders.

FINANCE

There has not been any additional borrowings/limits availed during the year. The repayment of the Term loans is made as per schedule and the outstanding has come down to Rs.514 lakhs. All interest payments due have been paid in time without any delay.

R&D/TECHNOLOGY AND AWARDS

The focus of the Company is on product development to improve productivity and energy conservation. The Company's R&D efforts resulted in the development of a new model of Two for one Twister with energy efficient spindles. This has been recognized by the Textile Machinery Manufacturers' Association(India), in the selection of the Company for R&D Award for the year 2014-15.

The Textile Division (erstwhile Veejay Lakshmi Textiles Ltd) has also won an award from Texprocil for its export performance in the year 2013-14.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DE POSITS

The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2015. The Company has an amount of Rs.970.0 lakhs as unsecured loans from Directors.

DIRECTORATE

Sri D. Ranganathan, Wholetime Director will retire by rotation at the ensuing Annual General meeting and being eligible he offers himself for re appointment.

Sri J. Vijayakumar and Sri B.Selvarajan have relinquished their directorships in the Company during the year.

Smt Arthi Anand, relative of promoter directors has been co-opted as an additional Director from March 30, 2015.

Sri Rajiv A. Naidu has been appointed as Alternate Director to Sri N. Athimoolam Naidu from April 2, 2015.

INFORMATION STATUS OF THE COMPANY

Information on the performance of the company is given in the Management Discussion and Analysis report which forms a part of the annual report and has been prepared in accordance with clause 49 of the listing agreement.

INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT , 2013

The information pursuant to provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with provisions of Section 134 of the Companies Act, 2013 are furnished in Corporate Governance Report under the title 'Details of Remuneration for the Year 2014-15.'

PARTICULARS OF EMPLOYEES

There are no employees within the meaning of sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 who are paid remuneration in excess of the amounts prescribed.

Other particulars relating to employees are furnished in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby state that:

- in preparation of annual accounts for the financial year ended March 31,2015, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for the year ended 31st March 2015.

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the Directors have prepared the annual accounts for the Financial year ending March 31, 2015 on a going concern basis.

- the Directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and are operating effectively.

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

MANAGEMENT'S DISC USSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented separately forming part of the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the Business Responsibility Report describing the initiatives taken by the Company in this respect is attached as part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

The prescribed Form AOC-2 in this respect is attached as annexure i.

Your Directors draw attention of the members to note No.7 to the financial statement which sets out related party disclosures.

CORPORATE SOCIAL RESPONIBILITY

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

RISK MANAGEMENT

During the year your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the companywide risk management framework and ensuring that there is an adequate risk management infrastructure in place commensurate to the size and nature of business, capable of addressing all the risks. None of the identified risk elements have any threat on the sustainability of the business.

The Company's Risk Management Policy which has been approved by the Board is subject to review every year.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The profile of Directors proposed to be reappointed is attached separately.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors Sri N.M. Ananthapadmanabhan (Chairman) and Sri B. Sriram and Whole-time Director Sri D.Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Agreement. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company's website.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For more details, please refer report on Corporate Governance.

Policy on Director's appointment and Remuneration

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company and the provisions of the Companies Act, 2013 and rules in this respect under the Act. The policy is disclosed as annexure 2 to this report.

Declaration by Independent Directors

The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules.

Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013

As per the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2014-15.

Particulars of Loans given, Investments Made, Securities provided and guarantees given

Particulars of loans given, investments made, securities provided and guarantees given, covered under the provisions of section 186 of the Companies Act, 2013 are contained under note No.3 of the Financial Statement.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in annexure-3 to this report.

Extract of annual return

Extract of Annual Return of the Company is annexed herewith as annexure-4 to this report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees drawing remuneration in excess of the limits set out and other particulars relative of the remuneration of Key Managerial Personnel are provided in the Corporate Governance Report under the title 'Details of Remuneration for the Year 2014-15.'

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. N.R. Doraiswami & Co., Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Cost Records of the Company are not liable for cost audit for the year 2014-15 as per the Cost Audit Rules applicable for that period.

Secretarial Auditor

The Board has appointed M/s. J Macs Associates P. Ltd, Practicing Company Secretaries to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualifcation, reservation or adverse remark.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to express their appreciation for their dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board

Coimbatore (Sd/-) V.J. Jayaraman

August 10, 2015 Chairman and Managing Director

---

Mar 31, 2014

Dear members,

The Directors present their report and accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Particulars Year Ended Year Ended 31.03.2014 31.03.2013 (Rs.In Lakhs) (Rs.In Lakhs)

Sales Turnover 7021.52 6519.30

Profit before Depreciation, 501.89 556.45 taxes and exceptional items

Depreciation 452.86 498.57

Exceptional Items - 475.37

Net Profit 49.03 (417.49)

Balance brought forward from 893.23 1181.20 statement of Profit and Loss Account

Amount available for appropriation 942.26 763.71

APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current tax 0.37 0.00

- Deferred Tax (26.54) (129.68)

Prior year Taxes (3.73) 0.16

Provision for Dividends 0.00 0.00

Dividend Distribution Tax 0.00 0.00

Transfer to Generation Reserves 0.00 0.00

Balance carried forward to 972.16 893.23 statement of Profit and Loss Account

Total 942.26 763.71

PROFITS/ DIVIDENDS

The workings during the year 2013-14 have resulted in a net profit (before tax) of Rs. 49 Lakhs as against a net loss (before tax) of Rs. 417 Lakhs in the previous year. As the operating profit is less and since funds are required to reduce the borrowings no dividend is proposed.

OPERATIONS

There has not been any increase in the demand for the products of the company and hence there is only a marginal increase in the sales turnover. The sales of textile machinery and spares during the year under review is Rs. 6,745 Lakhs as against Rs. 6262 Lakhs in the previous year. The income from the wind mill is lower during the year at Rs. 136 lakhs against Rs. 173 Lakhs in the previous year, mainly due to evacuation problems.

SUBSIDIARY COMPANY

Veejay Lakshmi Textiles Limited is the wholly owned Subsidiary of the company. The Audited accounts of the subsidiary company have been consolidated with the company as on March 31, 2014.

FINANCE

There has not been any additional borrowings / limits availed during the year and the working capital limits have been reduced- fund based from Rs. 2,000 Lakhs to Rs. 1,650 Lakhs and non fund based from Rs. 2,000 Lakhs to Rs. 1,870 Lakhs. The repayment of the Term loan from Technology Development Board is made as per schedule and the outstanding has come down to Rs. 334 Lakhs. All interest payments due have been paid in time without any delay.

R& D / TECHNOLOGY

The focus is on developing new models and new products. The new model of Automatic Cone Winder is still under development and the company also has been making efforts to get the latest technology for the Automatic Cone Winding machines to compete with other manufacturers who have made substantial improvement in technology/design of their products. The company is yet to find a suitable source for the technology.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year and there are no deposits from the public as at 31.3.2014. The Company has an amount of Rs. 133 Lakhs as unsecured loans from Directors.

DIRECTORATE Independent Directors :

The Company has four Independent Directors appointed under the provisions of the Companies Act 1956, subject to retire by rotation. As per the provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and they can be appointed for a term of five years. It is proposed to appoint the existing Independent Directors to hold office for a period of five years.

Directors retiring by rotation : Mr. D. Ranganathan is liable to retire by rotation and is eligible for re-appointment.

The profile of the Directors to be appointed/reappointed in the ensuing Annual General Meeting has been given in the notice convening in the annual general meeting.

AUDITORS

M/s. N.R. Doraiswami & Co, Chartered Accountant, Coimbatore, The Statutory Auditors of the Company, retire at the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received a letter from said audit firm, stating that the appointment, if made, will be within the limit prescribed under Section 139 of the Companies Act, 2013.

Information on the performance of the company is given in the Management Discussion and analysis report which forms a part of the annual report and has been prepared in accordance with clause 49 of the listing agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Certificate issued by statutory auditors of the company regarding the compliance of the conditions of corporate governance forms a part of this report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information pursuant to provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure to this report .

PARTICULARS OF EMPLOYEES

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under Section 217(2AA) of the Companies Act, 1956. The Directors hereby state that :

i. That in preparation of annual accounts for the financial year ended March 31, 2014, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of statement of Profit and Loss Account of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That your Directors have prepared the annual accounts for the Financial year ending March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board of Directors

(Sd/-) V.J. JAYARAMAN Chairman cum Managing Director

Coimbatore 26th May, 2014

---

Mar 31, 2013

The Directors present their report and accounts of the Company for the fnancial year ended 31st March 2013.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2013 31.03.2012 Rs. in Lakhs Rs. in Lakhs

Sales Turnover 6,519.30 5,863.61

Proft before Depreciation, taxes and exceptional items 556.45 575.39

Depreciation 498.57 515.61

Exceptional Items 475.37

Net Proft (417.49) 59.78

Balance brought forward from Statement of Proft and 1,181.20 1,176.76

Loss

Amount available for appropriation 763.71 1,236.54 APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current Year 59.00

- Deferred Tax (129.68) 11.59

Prior year Taxes 0.16 7.93

Provision for Dividends

Dividend Distribution Tax

Transfer to Generation Reserves

Balance carried forward to Statement of Profit and 893.23 1,181.20

Loss

Total 763.71 1,236.54

PROFITS/DIVIDENDS

The workings during the year 2012-13 has resulted in a loss (before tax) of Rs.417 Lakhs as against a proft (before tax) of Rs.60 Lakhs in the previous year. The loss is due to outfow of funds on account of a voluntary retirement scheme offered to workers. As there are no profts for the year, the Directors are not recommending any dividend for the year.

OPERATIONS

The recessionary trend prevailed in the previous year continued in the current year also and hence the capacity could not be fully utilized. The sales turnover from sale of textile machinery and spares during the year under review is Rs. 6,262 Lakhs as against Rs. 5,634 Lakhs in the previous year. The income from the wind mill is higher due to higher generation and increase in the rates.

SUBSIDIARY COMPANY

Veejay Lakshmi Textiles Limited is the wholly owned subsidiary of the company. The Audited accounts of the subsidiary company have been consolidated with the company as on March 31, 2013.

FINANCE

There has not been any additional borrowings/limits availed during the year and the working capital limits have been renewed at the existing levels. The balance of loans from Technology Development Board outstanding as on 31.3.13 is Rs.501 Lakhs. All interest payments due have been paid in time without any delay.

R&D

The focus is on developing new models and new products.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company and a VRS scheme was offered for part of the work force who opted for retirement. The work force has been strengthened by inducting additional work force in place of retired workers.

FIXED DEPOSITS

The Company has not accepted any deposits from public within the meaning of section 58A of the Act for the year ended March 31, 2013. The Company has an amount of Rs.133 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2013.

DIRECTORATE

Sri. J. Vijayakumar, Sri. N. Ananthapadamanabhan and Sri. B. Sriram are Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re-appointment.

The profle of the Directors to be reappointed in the ensuing Annual General Meeting have been given in the notice convening in the Annual General Meeting.

AUDITORS

M/s. N.R. Doraiswami & Co, Chartered Accountants, Coimbatore, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from said audit frm, stating that the appointment, if made, will be within the limit prescribed under section 224(1B) of the Act.

COST AUDITOR

The Board of Directors have appointed M/s. S. Mahadevan & Co., Practising Cost Accountants, Coimbatore as a Cost Auditor for carrying out cost audit of the company.

The Company has received a letter from said cost audit frm, stating that the appointment, if made, will be within the limit prescribed under section 224(1B) of the Act.

Information on the performance of the company is given in the Management Discussion and analysis report which forms a part of the annual report and has been prepared in accordance with clause 49 of the listing agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Certifcate issued by statutory auditors of the company regarding the compliance of the conditions of corporate governance forms a part of this report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information pursuant to provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure to this report.

PARTICULARS OF EMPLOYEES

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated under section 217(2AA) of the Companies Act, 1956. The Directors hereby state that:

i. That in preparation of annual accounts for the fnancial year ended March 31, 2013, the applicable Accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and also of Statement of Proft and Loss of the Company for the year ended March 31, 2013.

iii. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provision of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That your Directors have prepared the annual accounts for the Financial year ending March 31,2013 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers and fnancial Institutions as Well. The Directors would take this opportunity to express their appreciation for their dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board

Coimbatore (sd/-)

V.J. Jayaraman

30th May, 2013 Chairman cum Managing Director

---

Mar 31, 2012

The Directors present their report and accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

2011-12 2010-11 Rs. in Lakhs Rs. in Lakhs

Sales Turnover 5,863.61 10,048.40

Profit before Depreciation and taxes 575.39 1,293.39

Depreciation 515.61 523.63

Net Profit 59.78 769.76

Balance brought forward from Profit and Loss account 1,176.76 819.97

Amount available for appropriation 1,236.54 1,589.73

APPROPRIATIONS /ADJUSTMENTS

Provision for Taxes - Current Year 59.00 127.00

- Deferred Tax -11.59 69.95

Prior year Taxes 7.93 104.17

Provision for Dividends - 76.08

Dividend Distribution Tax - 12.34

Transfer to Generation Reserve - 23.43

Balance carried to Balance Sheet 1,181.20 1,176.76

Total 1,236.54 1,589.73

PROFITS/DIVIDENDS

The workings during the year 2011-12 has resulted in a Profit before tax of Rs.60 Lakhs as against Rs. 770 Lakhs in the previous year. The fall in the profit is due to fall in the sales turnover. As the profits are lower no dividend is recommended for the year.

OPERATIONS

There has been a significant drop in the sales turnover due to the recession in the textile industry. The sales turnover from sale of textile machinery and spares during the year under review is only Rs. 5,634 Lakhs as against Rs. 9,814 Lakhs in the previous year. The income from the wind mill is also lower due to low generation and restrictions on wheeling/banking by the Electricity Board.

SUBSIDIARY COMPANY

The details of the financial position of the subsidiary is given in the schedule to accounts and the audited consolidated financial statements including the accounts of the subsidiary company are also attached to this Annual report.

FINANCE

There has not been any additional borrowings/limits availed during the year and the working capital limits have been renewed at the existing levels. The repayment of the Term loan from Technology Development Board has commenced and the loan outstanding has come down to Rs. 668 lakhs. All interest payments due have been paid in time without any delay.

R & D

The focus is on developing new models and new products. The new model of Automatic Cone Winder developed is still under trials in mill working conditions.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public. The Company has an amount of Rs. 285 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2012.

LISTING

The Company's securities are presently listed with the Stock Exchange at Mumbai.

DEPOSITORIES

The Company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited and the shares of the Company are now traded in demat form.

DIRECTORATE

Sri. B. Selvarajan, Sri N.Athimoolam Naidu and Sri D. Ranganathan are Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re-appointment. The profile of the Directors to be appointed/re-appointed in the ensuing Annual General Meeting is given in the Annexure to this report.

None of the Non-Executive Independent Directors have any pecuniary relationship with the Company.

AUDITORS

The Company’s Auditors, M/s. N.R. Doraiswami & Co will retire at the ensuing Annual General Meeting. They are eligible for re-appointment.

INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANY ACTS, 1956

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

OTHER INFORMATION

As required under the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Segmental Reporting and Related Party Disclosures have been made part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to state

1. that the appropriate accounting standards have been followed in the preparation of the annual accounts.

2. that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of Profit and Loss Account of the Company for the year ended 31st March 2012.

3. that your Directors have taken proper care for the maintenance of adequate accounting records for the purpose of safeguarding the assets of the Company and for preventing fraud and other irregularities.

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

ACKNOWLEDGEMENT

We would like to thank all the employees, customers, suppliers, bankers-State Bank of India, Corporation Bank, Bank of Baroda, Indian Overseas Bank, the Technology Development Board and all those who have been associated with us for extending their support to the Company.

By Order of the Board

(sd/-) V.J. Jayaraman Chairman cum Managing Director

Coimbatore 28th May, 2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their report and accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

2010-11 2009-10 Rs. Rs.

Sales Turnover 1,00,48,39,731 71,89,47,144

Profit before Depreciation and taxes 12,93,39,076 7,16,67,233

Depreciation 5,23,62,892 4,59,27,830

Net Profit 7,69,76,184 2,57,39,403

Balance brought forward from Profit and Loss Account 8,19,96,851 6,45,66,048

Amount available for appropriation 15,89,73,035 9,03,05,451

APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current Year 1,27,00,000 -

- Deferred Tax 69,94,900 83,08,600

Prior year Taxes 1,04,17,105 -

Provision for Dividends 76,07,850 -

Dividend Distribution Tax 12,34,183 -

Transfer to General Reserves 23,43,000 -

Balance carried forward to Profit and Loss Account 11,76,75,997 8,19,96,851

Total 15,89,73,035 9,03,05,451

PROFITS / DIVIDENDS

The workings during the year 2010-11 has resulted in a Profit before tax of Rs. 770 Lakhs as against Rs. 257 Lakhs in the previous year. The increase in profit is due to increase in the sales. As the Company has made profits, the Board of Directors is recommending a dividend of Rs.1.50 per share.

OPERATIONS

The increase in sales turnover is mainly due to increase in the sale of Automatic Cone Winders. The income from the Wind Mills is Rs.141 lakhs as against Rs.158 lakhs in the previous year. The total revenue from sales and other income during the year is Rs. 10054 lakhs as against Rs.7290 lakhs in the previous year.

SUBSIDIARY COMPANY

The details of the financial position of the subsidiary is given in the schedule to accounts and the audited consolidated financial statements including the accounts of the subsidiary company are also attached to this Annual report.

FINANCE

The Technology Development Board has disbursed, during the year, the second instalment of Rs.200 lakhs out of the term loan of Rs.830 lakhs sanctioned for financing the project for development of a new generation of automatic cone winder. The project has been completed and since there is a reduction in the capital expenditure involved in the project, the Company has decided not to avail the balance loan amount of Rs.80 lakhs.

With an increase in the non-fund based limit of Rs.500 lakhs from Bank of Baroda and an additional fund based limit of Rs.500 lakhs from Indian Overseas Bank, both the fund based and non fund based limits have gone up from Rs.1500 lakhs to Rs.2000 lakhs. The increased limits will be used for the additional working capital requirements of the Company.

R&D

The focus is on developing new models and new products. A commercial prototype of the new model of Automatic Cone Winder developed has been extensively tested and is now working in the textile unit of the subsidiary.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in ail the units of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public. The Company has an amount of Rs.340 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2011.

LISTING

The Company's securities are presently listed with the Stock Exchange at Mumbai.

DEPOSITORIES

The Company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited and the shares of the Company are now traded in demat form.

DIRECTORATE

Sri. J. Vijayakumar, Sri N.M. Ananthapadmanabhan and Sri B. Sriram are Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re-appointment. The profile of the Directors to be appointed/reappointed in the ensuing Annual General Meeting is given in the Annexure to this report.

The details of remuneration paid to the Directors have been given in the Schedules forming part of the Accounts for the year-ended 31.3.2011. None of the Non-Executive Independent Directors have any pecuniary relationship with the Company.

AUDITORS

The Company's Auditors, M/s. N.R. Doraiswami & Co will retire at the ensuing Annual General Meeting. They are eligible for re-appointment.

INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANIES ACT, 1956

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

OTHER INFORMATION

As required under the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Segmental Reporting and Related Party Disclosures have been made part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to state

1. That the appropriate accounting standards have been followed in the preparation of the annual accounts

2. That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of Profit and Loss Account of the Company for the year ended 31st March 2011

3. That your Directors have taken proper care for the maintenance of adequate accounting records for the purpose of safeguarding the assets of the Company and for preventing fraud and other irregularities.

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

ACKNOWLEDGEMENT

We would like to thank all the employees, customers, suppliers, bankers-State Bank of India, Corporation Bank, Bank of Baroda, Indian Overseas Bank, the Technology Development Board and all those who have been associated with us for extending their support to the Company.

By Order of the Board

(Sd/-) V.J. Jayaraman Chairman cum Managing Director

Coimbatore 30th May, 2011

---

Mar 31, 2010

The Directors present their report and accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

2009-10 2008-09

Rs. Rs.

Sales Turnover 71,89,47,144 34,83,25,750

Profit before Depreciation and taxes 7,16,67,233 -8,82,87,330

Depreciation 4,59,27,830 3,92,79,800

Net Profit 2,57,39,403 -12,75,67,130

Balance brought forward from Profit and Loss Account 6,45,66,048 14,24,82,562

Amount available for appropriation 9,03,05,451 1,49,15,432



APPROPRIATIONS / ADJUSTMENTS

Provision for Taxes - Current Year

- Deferred Tax 83,08,600 (4,87,03,800)

- Fringe Benefit Tax - 5,62,000

Prior year Taxes (15,08,816) Balance carried forward to Profit and Loss Account 8,19,96,851 6,45,66,048

Total 9,03,05,451 1,49,15,432

PROFITS / DIVIDENDS

The workings during 2009-10 has resulted in a Profit before tax of Rs.257 Lakhs as against the loss of Rs.1276 Lakhs in the previous year. The increase in profit is due to increase in the sales.

OPERATIONS

The sale of both the main products of the Company-Two for one Twisters and Automatic Cone Winders-has increased during the year contributing Rs.6095 Lakhs to the sales turnover as against Rs.2749 Lakhs in the previous year. The company has also started getting regular orders for the Precision Assembly Winders introduced in the last year. The Aluminium Die Casting Division is catering mainly to in house requirements. The income from the Wind Mills is Rs. 158 lakhs as against Rs.145 lakhs in the previous year. The total revenue from sales and other income during the year is Rs.7290 lakhs as against Rs.3492 lakhs in the previous year.

SUBSIDIARY COMPANY

The accounts of the wholly owned subsidiary, M/s Veejay Lakshmi Textiles Limited, form part of this report. The audited consolidated financial statements including the subsidiary company are also attached to this Annual report.

FINANCE

The Technology Development Board has disbursed the second installment of Rs.200 lakhs out of the term loan of Rs.830 sanctioned for financing the project for development of a new generation of automatic cone winder. There has been some delay in competing this project and the remaining amount of the loan is expected to be availed during the current financial year after completion of the project.

R&D

The focus is on developing new models and new products. The project for the development of the new model of Automatic Cone Winder is in the final stages of completion.

INDUSTRIAL RELATIONS

The relationship with the workmen has been cordial in all the units of the Company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public. The Company has an amount of Rs. 221.69 lakhs as unsecured loans from Directors. There are no overdue/unclaimed deposits as at 31.3.2010.

LISTING

The Companys securities are presently listed with the Stock Exchange at Mumbai.

DEPOSITORIES

The Company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited and the shares of the Company are now traded in demat form.

DIRECTORATE

Sri. B. Selvarajan, Sri N. Athimoolam Naidu and Sri D. Ranganathan will be the Directors retiring by rotation at the ensuing Annual General Meeting and being eligible they offer themselves for re appointment.

The profile of the Directors to be appointed/reappointed in the ensuing Annual General Meeting is given in the Annexure to this report.

The details of remuneration paid to the Directors have been given in Schedule forming part of the Accounts for the year-ended 31.3.2010. None of the Non-Executive Independent Directors have any pecuniary relationship with the Company.

AUDITORS

The Companys Auditors, M/s. N.R. Doraiswami & Co will retire at the ensuing Annual General Meeting. They are eligible for re appointment.

INFORMATION IN ACCORDANCE WITH SECTION 217 OF THE COMPANIES ACTS, 1956

There are no employees within the meaning of sub section (2A) of section 217 who are paid remuneration in excess of the amounts prescribed.

OTHER INFORMATION

As required under the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Segmental Reporting and Related Party Disclosures have been made part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to state

1. that the appropriate accounting standards have been followed in the preparation of the annual accounts

2. that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 also of Profit and Loss Account of the Company for the year ended 31st March 2010

3. that your Directors have taken proper care for the maintenance of adequate accounting records for the purpose of safeguarding the assets of the Company and for preventing fraud and other irregularities.

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

ACKNOWLEDGEMENT

We would like to thank all the employees, customers, suppliers, bankers-State Bank of India , Corporation Bank, Bank of Baroda, the Technology Development Board and all those who have been associated with us for extending their support to the Company.



By Order of the Board

Coimbatore (Sd/-) V.J. Jayaraman

30.07.2010 Chairman cum Managing Director