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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of VTM Ltd.

Mar 31, 2025

Your Directors take the pleasure in presenting their 78^th Annual Report along with the Audited statement of accounts for the year ended 31^st March, 2025.

Adoption of Financial Statements under Ind AS:

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16^thFebruary, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted "Ind AS" with effect from 1^st April, 2017. Accordingly, the Financial Statements for the year 2024-2025 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Operating & Financial Performance

Profits, Dividends & Retention	Rs. in Lakhs.
	2024-2025	2023-2024
Turnover	34453	20797
Profit before Depreciation	6994	3236
(after interest)
Less: Depreciation	942	890
Profit after depreciation	6052	2346
Less: Provision for Taxation:
Current Year	1552	560
Current tax adjusted to
earlier years	(-)18	-
Deferred Tax	(-)20	(-) 43
	------ 1514	------ 517
Profit after Tax	4538	1829
Add: Amount brought forward	4095	2641
Available for appropriation	8633	4470

Appropriation:-
Transfer to General Reserve
Dividend @ Re. 0.25 per share	101	101
Dividend @ Re.0. 75 per share	302
Dividend @ Re.0. 70 per share	-	281
	403	382
Transfer from Other
Comprehensive Income	11	7
Retained profit carried forward
to the following year	8219	4095

During the year under review, the Company achieved an impressive turnover of ?34,452.68 lakhs for the financial year ended 31st March 2025, as compared to ?20,796.55 lakhs in the previous financial year, reflecting a substantial year-on-year growth. Export turnover stood at ?22,088.34 lakhs, accounting for 64.11% of the total turnover, as against ?9,848 lakhs (47.35%) in FY 2023-2024. This significant 16.76% increase in export turnover was primarily driven by the robust performance of our Home Textiles segment.

The Company registered a remarkable sales turnover of ?17,989.69 lakhs from the Home Textiles segment alone, backed by consistent innovation in product development and design. The positive reception from international customers underscores our competitive edge and reinforces our position as a preferred supplier in niche overseas markets.

While new US tariffs present short-term pricing and demand-related challenges, they have also opened avenues for us to consolidate our position against higher-tariffed competitors. We are actively pursuing long-term trade benefits by strategically aligning our supply chain and pricing policies to remain competitive and resilient.

The Company posted a Profit After Tax (PAT) of ?4,537.41 lakhs for the year ended 31st March 2025, a commendable increase from ?1,829.19 lakhs in the previous year. This notable growth in profitability can be attributed to increased export volumes, improved product mix, better realization, and disciplined cost management.

Despite facing volatile global economic conditions influenced by geopolitical tensions, inflationary pressures, and fluctuating demand trends, your Company has delivered one of its best financial performances since inception. The

domestic market has also shown signs of recovery, although exportsâespecially in Home Textilesâhave continued to be the key driver of growth.

Our extraordinary growth this year is due to expansion in our home textiles division.

Our Product Strategy-

1. Discovering white space. Through diligent market research, we place our products in segments of the market where we identify white space. While the home textiles market is no doubt crowded, we have been able to gain traction due to strategically manufacturing products that have high demand and relatively low competition.

2. Non-commodity/niche focus. We focus on high value added products, which can give us higher margins. We leverage our expertise in weaving and design to manufacture higher value items.

3. Radical simplification of supply chain. We have set up a third party logistic facility, which allows us to ship goods directly to the customer, thereby simplifying our supply chain and eliminating middlemen and supply chain costs.

Your Directors remain optimistic about the future and are confident of sustaining this growth trajectory, in home textiles.

We are proactively implementing measures to mitigate global uncertainties, including:

â¢ Strengthening our presence in emerging export markets

â¢ Continuing investment in innovation and design

â¢ Pursuing cost optimization across all operational verticals

With these focused strategies in place and an unwavering commitment to quality and customer satisfaction, your Directors believe the Company is well-positioned to achieve even better results in the years ahead.

Modernisation & Upgradation

As a continuation of its periodic Modernisation policy during the year under review, your Company has spent a little over Rs.473 Lakhs on modernising its plant & equipments.

NEW LOOMS PURCHASE:

4nos of 190cm ITEMA rapier looms with Leno attachment were imported from Italy at a cost of Rs.3.55 Cr and installed to meet our global market requirements of leno selvedge fabric. Through the state-of-the-art weaving machines, we can weave larger and complicated dobby Leno designs with special yarn.

FABRIC INSPECTION MACHINES:

To improve the packing quality and satisfy the customer requirement and ergonomics of the operators, 01No of narrow width roll packing machine is purchased at a cost of Rs. 2.5 Lakhs and installed in our grey warehouse. Additionally, we purchased 2 wider width inspection machines with double side inspection facility for the finished fabric inspection at a cost of Rs.10 Lakhs and installed in our garment unit.

New Boiler with Briquettes (Green fuel) / waste firewood as fuel:

With Continuous evaluation and operation using green fuel the dependence on Fossil fuel is fully eliminated. Further reduction of fuel consumption by means of increasing the feed water temperature we have fitted A heat recovery system was installed in the compressor with an investment of Rs. 6.0 Lakhs. It operated at full capacity during the financial year, resulting in approximately 4% fuel cost savings and reduced greenhouse gas emissions.

Alternate Source of energy:Environmental Social and Governance (ESG):

As with the current requirement/trend of leaning more on ESG, the Company is increasing the Roof top Solar Plant Capacity from 500 KW to 908 KW (In DC) by installing additional roof top Solar plants at a cost of Rs.210 Lakhs,. The generated units are utilized by the company continuously. Further the company has installed a 1.76 MW Solar Power Plant at Ottapidaram Village at a cost of 693 lakhs. With the installation of this the company''s green energy capacity has increased.

Dividend

Further to the interim dividend declared by the Company at the Board meeting held on 18th December 2024 of Rs. 0.25 per share, considering the profits for the year and as recommended by the Audit Committee, the Board of Directors is pleased to recommend a dividend of Re.0.75 per share i.e. 75% on Equity Shares of Re. 1/- each. If this is approved at the forthcoming Annual General Meeting, the dividend will be deposited with the bank within the time prescribed and the dividend will be paid to those who are Members of the Company as on Book closure specified in this regard. The Book Closure period being 21st June, 2025 to 02nd July, 2025 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Extract of Annual Return

As per the requirements of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management & Administration) Rules, 2014 the annual return is available on the Company''s website www.vtmill.com.

The Company does not have any Associate Company as defined under the Companies Act, 2013 and has not entered into any joint venture agreement during the year under review.

Change in Nature of Business

There is no change in the nature of the business of the Company.

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2025 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The Code on Internal Control requires the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems, and related party transactions, have been complied with. Self-certification exercises are also conducted by which Senior management certifies the effectiveness of the internal control system, their adherence to the Code of Conduct and the Company''s policies for which they are responsible, financial or commercial transactions, if any, where they have a personal interest or potential conflict of interest. The Internal Audit of the Company is carried out by M/s GSN & Associates, Chartered Accountants, Coimbatore, conduct periodic internal audits.

Company''s Policies

Company''s Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), the Code of Conduct applicable to Directors and Employees of the Company and policies such as Insider Trading Code, Insider Trading Fair Disclosure Code and Policy on Materiality of and dealing with Related Party Transactions required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been complied with.

These Policies, the Code of Conduct, and other policies/codes as referred to above are available on the Company''s website www.vtmill.com

ISO and 5S Certification

The Company''s factory at Sulakarai, Virudhunagar, Tamil Nadu, is certified for ISO Quality Management System standards, holds 5S certification from the AOTS Alumni 5S Forum of India, and GOTS certification for manufacturing organic cotton fabrics.

Segment wise performance

The Company is primarily a manufacturer of textile products and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company. The geographical (secondary) segment has been identified as domestic and export sales as detailed below:

Particulars	Amount (Rs. lakhs)	% of Turnover
Export Sales	22,088	64 . 1 1
Domestic Sales	12,Dr365	35.89

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

The Indian economy has remained resilient, supported by strong domestic demand and policy reforms. The textile sector continues to play a vital role in employment and exports. Government support through PLI schemes and incentives for MMF and technical textiles is aiding competitiveness.

While export markets like the US and EU are slowly recovering, global uncertainties and high logistics costs due to geo-political tensions continue to pose challenges. Domestically, rising urbanisation and demand for branded apparel offer growth opportunities, though inflation and unorganised sector competition impact margins.

Input costs remain volatile, especially cotton and crude derivatives, exerting pressure on profitability. The Company is enhancing operational efficiency, streamlining raw material sourcing, and increasing reliance on renewable power to manage costs and ESG compliance.

Risk management efforts have been strengthened, with tighter credit controls and implementation of structured monitoring for financial, operational, and external risks.

Despite global uncertainties, the outlook remains cautiously optimistic. Your Directors believe that continued policy support and demand revival will provide a positive environment for sustainable growth in the coming year.

The Board is headed by Sri. K. Thiagarajan, Chairman & Managing Director of the Company. During the year under review, there were changes at the Board level as under:

The Board consists of 9 Directors with one Chairman and Managing Director, five Non-Executive Independent Directors, two Non-Executive Directors and One Woman Non-Executive Director.

As on 31st March, 2025, the Board is comprised of 9 Directors out of which 1 Director is Executive, Chairman & Managing Director, 3 Directors are NonExecutive including one Woman Director, 5 Directors are Non-Executive Independent. The composition of the Board conforms with the requirements of Regulation 17 of the Listing Regulations, and SEBI (LODR) Regulations 2015. All Directors are competent and experienced personalities in their respective fields.

Number of Board Meetings

During the year under review, Five Board Meetings were held on 23.05.2024, 07.08.2024, 11.11.2024, 18.12.2024 & 10.02.2025. The maximum interval between any two consecutive Board Meetings did not exceed 120 days.

The details of the number and dates of meetings held by the Board and its Committees, attendance of Directors, and remuneration paid to them are given separately in the attached Corporate Governance Report.

The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation

Dr. (Smt.) Uma Kannan Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment as a Director of the Company. She is proposed to be re-appointed as a Director of the Company. The details of the proposed reappointment of Dr. (Smt.) Uma Kannan are forming part of the Corporate Governance report.

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Drector in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Non-Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Non-Executive Independent Directors. All the Non-Executive Independent Directors have convened a meeting on 10.02.2025.

To comply with the amended regulations as provided in Regulation 17(10) of the SEBI (LODR) Regulations, the Board reviewed the evaluation process by applying the provisions of Section 149 and Schedule IV to the Companies Act and the regulations as provided under the SEBI Regulations in respect of the Independent Directors of the Company with the following criteria:

â¢ The performance of the Independent Directors.

â¢ fulfillment of the independence criteria as specified under the Companies Act, 2013 and regulations under SEBI Regulations.

â¢ The process of evaluation stating the objectives, criteria for evaluation.

â¢ periodic review of the evaluation process.

The Independent Directors who attended the meeting of the Board did not participate in the discussion in respect of the evaluation of the Independent Director. There was sufficient quorum excluding the Independent Directors during the time of evaluation.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to qualify themselves to act as Independent Directors under the provisions of the Companies Act, 2013 read with the relevant rules made thereunder. Further, they have also declared that they are not aware of any circumstance or situation, that exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company''s website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Director''s Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and the provisions as referred in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the preparation of the annual accounts for the year ended on 31^st March 2025 and state that :

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 of the Company for that period;

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

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

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business:

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately.

c) The Board ensured the effective financial controls, including the

maintenance of proper accounting records and the

Company is not unnecessarily exposed to avoidable financial risks. They also contribute to the safeguarding of assets, including the prevention and detection of fraud. The financial information used within the business and for publication is reliable.

vi. The Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Sri K. Thiagarajan, Chairman and Managing Director.

b) Sri K. Deenadayalan, Chief Financial Officer.

c) Smt K. Preyatharshine, Company Secretary.

Corporate Governance

The Company has in place SEBI guidelines pertaining to Corporate Governance. During the year under consideration, the Company had Nine-member Board of Directors consisting of one Chairman and Managing Director, five NonExecutive Independent Directors, and three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report, which provides the required details under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31, 2025 issued by M/s. CNGSN & Associates LLP, Auditors of the Company, is also attached as part of Annexure I and forms a part of this Report of the Directors.

The Company has formulated the Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively, and provided in the company''s website at www.vtmill.com. Smt K. Preyatharshine, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As no instances of insider trading were observed, the company has not reported any Insider Trading details to the Stock Exchange.

Sri K. Thiagarajan, Chairman and Managing Director of the Company has given his certificate under Regulation 17(8) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March 2024 to the Board of Directors which and the same is attached as Annexure IX. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above-mentioned Regulations in compliance with the Code of Conduct of the Company for the year ended March 31, 2025, which is attached as Annexure VIII and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee consists of three Independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Audit Committee comprised of Mr. M. Anbukani as Chairman, Mr. Ganesh Ananthakrishnan, and Mr. L. Sevugan as Members, and all are Independent Directors.

The Company Secretary is the Secretary of the Committee. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism, details of which are available on the Company''s website www.vtmill.com

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan, and identifying, reviewing, and mitigating all elements of risks to which the Company may be exposed.

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has formulated a Vigil Mechanism / Whistle Blower Policy to enable Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct, that could adversely impact the Company''s operations, business performance and/or reputation, securely and confidentially. The said policy provides adequate safeguards against the victimization of Directors/employees and direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company under the web link investor/Vigil-Mechanism-Whistle-Blower-Policy.pdf Your Company affirms that no personnel of the Company has been denied access to the Chairman of the Audit Committee and no complaint has been received during the year under review.

Evaluation of the Board''s performance, Committees of the Board, and Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual evaluation of its performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees.

The Board reviewed and evaluated its performance from the following angles:

â¢ Company Performance

â¢ Strategy and Implementation

â¢ Risk Management

â¢ Corporate ethics

â¢ Performance of the Individual Directors

â¢ Performance of the Committees viz., Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

The Board also evaluated the performance of the above-referred Committees and concluded that the Committees continued to operate effectively, with full participation from all members and executive management of the Company.

Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Company''s strategy and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics, and compliance are taken seriously, and there is a good balance between the company''s core values and shareholders'' interests.

The Directors also expressed their satisfaction in all the above areas considering the Company''s performance in all fronts viz., New Product Development, Sales and Marketing, International business, Employee relations, and compliance with statutory requirements.

The evaluation results have been communicated to the Chairman of the Board of Directors.

Related Party Transactions

During the year 2023-24, the company has entered into contracts or arrangements for five years from 01.04.2024 to 31.03.2029 with such number of related parties with the approval by the Board of Directors and the members of the company at the Annual General Meeting wherever necessary in respect of the following:

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of, or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

In the current period, due to the exigencies that, when the limits exceed, the company can carry out the transactions only with the prior approval of the members at the General Meeting, and hence The Company is required to carry out related party transactions regularly, which may exceed the prescribed limits specified in the Rules, it would be appropriate to obtain consent from the members of the company to carry out the transactions with related parties. Therefore for the approval of the related party transactions, the members approval is sought, in the Annual General Meeting of the company held on 03.07.2023 for five years from 01.04.2024.

The details in respect of the material contracts or arrangements or transactions on arm''s length basis carried on with the related parties have been furnished in Annexure V.

Corporate Social Responsibility Committee

The Company established CSR Committee on 24th April 2014. The CSR Committee was charged with the responsibility to discharge functions related to CSR activities to be carried out as per Schedule VII of the Companies Act 2013 and the amendments made thereon. As per the notification issued by MCA, there is no necessity to form CSR Committee if the prescribed CSR expenditure does not exceed Rs.50 Lakhs in the year, the Board of Directors can discharge the CSR committee functions and activities. Therefore CSR Committee was disbanded and future review of CSR obligations, including progress monitoring, coordination with implementing agency, etc., came under the purview of the Board of Directors on and from 01.04.2021.

The CSR Policy, which was approved by the Board, is available on the Company''s website.

The Company has decided to spend CSR funds for ongoing projects, if any that can be completed within two years and other than on-going projects also. As per the latest CSR Amendment Rules, the ongoing project has to be undertaken only by the Registered Trust or Society or a Section 8 company having Certificate Under Section 12A and 80G of Income Tax Act 1961. The KKTCMCT, a registered Trust had been registered with MCA having Regn No : CSR00003093.

The Company has fully spent Rs.12.38 Lakhs, being the average profits for past three years, for the other than ongoing projects through the implementing agency, Kalaithanthai Karumuttu Thiagaraja Chettiar Memorial Charitable Trust (KKTCMCT) and directly.

The CSR policy is available on the Company''s website www.vtmill.com

Prevention of Sexual Harassment

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee with ten employees and a NGO representative. The Board also has approved the prevention of Sexual Harassment Policy and all employees especially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

1.	No. of Complaints of sexual harassment received	NIL
2.	No. of Complaints disposed off during the year	NIL
3.	No. of cases pending for more than ninety days	NIL
4.	No. of awareness programme conducted	1
5.	Nature of action taken by the employer	Not Applicable

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 24, 2014 and, as on 31st March, 2025, after the reconstitution of the Committee in this year, now Sri Ganesh Ananthakrishnan is the Chairman, an Independent Director, Sri K. Thiagarajan, Sri L. Sevugan and Sri M. Anbukani, are Members of the Committee. The constitution satisfies the provisions of Section 178 of the Companies Act, 2013 as well as the SEBI Regulations. The Company Secretary is the Secretary of this Committee.

During the financial year ended March 31, 2025, the meeting was convened on 10.02.2025.

The Company''s Remuneration Policy is available on the Company''s website www.vtmill.com and annexed as forming part of this report as Annexure X.

The details of terms of reference of the Nomination and Remuneration Committee are given separately in the attached Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee now consists of Sri T. N. Ramanathan as Chairman, Sri K. Thiagarajan, and Sri V. Kasinathan as Members. The Company Secretary is the Secretary of the Committee as per Regulation 20 of the SEBI (LODR) Regulations, 2015, to have three Directors as Members of the

Committee with one Independent Director Member. The Committee met once during the year on 10.02.2025.

The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s. KFin Technologies Limited the Registrars and Share Transfer Agents of the Company. All requests for dematerialization and rematerialization of shares, transfer or transmission of shares, and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee also reports to the Board on issues relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies Act, 2013, and the listing agreement with Stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01029. The details of shareholding patterns, distribution of shareholding, and share prices are mentioned separately in the attached Corporate Governance Report.

Transfer to Investor Education & Protection Fund Transfer of shares:

The company''s Stakeholder relationship committee has already transmitted 864000 equity shares of the company into DEMAT account of the IEPF Authority held with nSdL (DP ID Clent ID IN300708-10656671) in terms of Provisions of Section 124(6) of the companies Act 2013, and the related Rules. During the year the Company has transmitted 57769 shares to the IEPF. The complete list of such shareholders, whose shares were due for transfer to IEPF in current year is also placed in the website of company.

Statutory Auditors Auditors

Accordingly, the tenure of their appointment was extended at the 75^th AGM. Being eligible, the said firm was re-appointed for a further term of five years, till the conclusion of the 80^th AGM.

The Auditors have already submitted certification u/s. 141 of the Companies Act and Peer Review Certificate in respect of their appointment as Auditors of the Company.

AUDITORSAuditors'' Report

The Notes to the financial statements referred in the Auditors Report are selfexplanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report, forming part of the Annual Report, is enclosed with the financial statements.

Secretarial Audit Reports and Certificates

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr. S. Ramalingam, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report along with the Annual Secretarial Compliance Report (as required under the amended SEBI Regulations) has been obtained and is attached as Annexure II and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Cost Auditor and Cost Records

Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly made and maintained the Cost Records as mandated by the Central Government.

The Board of Directors had approved the appointment of Sri A. N. Raman, Cost Accountant as the Cost Auditor of the Company to audit the Company''s Cost Records for the year 2025-26, at a remuneration of Rs.70,000/- plus applicable taxes and out-of-pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Fixed Deposits

The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

The company does not have any deposit which is not in compliance with the Companies Act, 2013.

Loans, guarantees and investments

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies and in such number of shares and securities in other bodies corporate as referred to in Notes No. 06 and 11 of the Balance Sheet.

In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 attached as Annexure IV and forms a part of this Report of the Directors.

Particulars of Employees

The prescribed particulars of Employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI and forms a part of this Report of the Directors. There are no employees drawing remuneration more than Rs.102 Lakhs per annum or Rs.8,50,000/- per month.

Statement On Compliance with Secretarial Standards

The Directors have devised systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate, and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors :

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9 - Web link.

IV. Particulars on Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo.

V. Form AOC-2 for material contracts with Related Parties.

VI. Ratio of remuneration and Particulars of Employees.

VII. Annual Report on CSR spending.

VIII. Chairman & Managing Director''s Certificate under Regulation 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of the Code of Conduct.

IX. Certificate by Chairman and Managing Director and Chief Financial Officer under Regulation 17(8), of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Financial Statements.

X. Remuneration Policy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment

of all employees in achieving and sustaining excellence in all areas of the

business. Your Directors thank the Shareholders, customers, suppliers, and

Bankers, and all other stakeholders for their continuous support to the Company.

Mar 31, 2024

Your Directors take the pleasure in presenting their 77th Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2024.

Adoption of Financial Statements under Ind AS:

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16th February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted âInd ASâ with effect from 1st April, 2017. Accordingly, the Financial Statements for the year 2023-2024 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Operating & Financial Performance Profits, Dividends & Retention

	Rs. in	Lakhs.
	2023-2024	2022-2023
Turnover	20797	20872
Profit before Depreciation	3236	2212
(after interest)
Less: Depreciation	890	980
Profit after Depreciation	2346	1232
Less: Provision for Taxation:
Current Year	560	331
Current tax adjusted to
earlier years	-	-
Deferred Tax	(-) 43	(-) 13
	....... 517	...... 318
Profit after Tax	1829	914
Add: Amount brought forward	2641	2084
Available for appropriation	4470	2998

Appropriation:-
Transfer to General Reserve	-	-
Interim Dividend @ Re.0.25 per share	101
Dividend @ Re.0.70 per share	281	-
Dividend @ Re.0.90 per share	-	362
	-â 382	-â 362
Transfer from Other
Comprehensive Income	7	5
Retained profit carried forward
to the following year	4095	2641

During the year under review the Company was able to register a turnover of Rs.20,796.55 lakhs for the FY 2023-2024 as against Rs.20,872.42 for FY 2022-2023. The Company registered an export turnover of Rs.9,848 lakhs representing 47.35% of the total turnover whereas the export turnover for the previous year was Rs.4,219 lakhs representing 20.21% of the total turnover, in spite of the constraints faced in the international markets. The 27.14% increase in export turnover is majorly achieved by the export of Home Textiles.

The Company partnered with USA retailers to market its high-end Home Textile products. Sales on US E-commerce platforms have given a booster to the Company, considering the young population are active buyers and digitally savvy. The Company has now become a B2C player rather than just a B2B player. Due to the continued efforts made by the Management, Home Textiles has got very good response from customers. The product has a niche in the overseas market. The sales turnover has grown from strength to strength over the last 12 months, reaching Rs.5344.88 Lakhs for the Year Ended 31st March 2024. The development of new products and the design of Home Textiles achieved this.

The Company made a Profit of Rs.3,236 lakhs before depreciation for the FY 2023-2024 against Rs.2,212 lakhs, during the year FY 2022-2023. The Company achieved a Profit after Tax of Rs.1,829 Lakhs for the Year Ended 31st March 2024 as against Rs.914 Lakhs for the year ended 31st March 2023.

Despite the challenging conditions in both the global and domestic markets, this yearâs performance has been outstanding and is considered one of the best since the companyâs inception. Your Directors are optimistic about achieving even better results in the coming years.

Your Directors are aware of the recessionary effects caused by geopolitical tensions and are proactively implementing strategies to ensure the Company operates at its best. Though appetite in domestic markets is improving after a lull, exports especially of home textiles have been rewarding. We are focusing on cost management, exploring new market opportunities, and enhancing operational efficiencies. With these measures in place, we approach the coming year with hope and optimism.

Modernisation & Upgradation

As a continuation of its periodic Modernisation policy during the year under review, your Company has spent a little over Rs.902 Lakhs on modernising its plant & equipments.

NEW LOOMS PURCHASE:

10 PICANOL 340cm OPTIMAX I CONNECT Rapier Dobby looms are imported from Belgium at a cost of Rs.723.52 Lakhs.

FABRIC INSPECTION MACHINES:

To improve the inspection quality and ergonomics of the operators, 04 Nos Cloth Inspection machines are purchased at a cost of Rs.16.65 Lakhs for grey fabric inspection and 01 No. wider width inspection machine for finished fabric inspection at a cost of Rs.7.46 Lakhs is installed in our Home Textiles unit.

New Boiler with Briquettes (Green fuel) / waste firewood as fuel:

With Continuous evaluation and operation using green fuel, a New Boiler with 2.5 Ton capacity and at a cost of Rs.89.15 Lakhs was put to use in the place of the existing Boiler.

Dividend

Further to the Interim dividend declared by the company at the Board meeting held on 10.11.2023 of Re.0.25/- per share, considering the profits for the year and as recommended by the Audit Committee, the Board of Directors is pleased to recommend a dividend of Re.0.75 per share i.e. 75% on Equity Shares of Re.1/- each. If this is approved at the forthcoming Annual General Meeting, the dividend will be deposited with the bank within the time prescribed and the dividend will be paid to those who are Members of the Company as on Book closure specified in this regard. The Book Closure period being 12 July, 2024 to 24th July, 2024 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Extract of Annual Return

As per the requirements of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management & Administration) Rules, 2014 the annual return has been given as a link in Companyâs website www.vtmill.com.

Associate Company/Holding or Subsidiary Company

The Company does not have any Associate Company as defined under the Companies Act, 2013 and has not entered into any joint venture agreement during the year under review.

Change in the Nature of Business

There is no change in the nature of the business of the Company.

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2024 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which requires that the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems, and related party transactions, have been complied with. Self-certification exercises are also conducted by which Senior management certifies the effectiveness of the internal control system, their adherence to the Code of Conduct and the Companyâs policies for which they are responsible, financial or commercial transactions, if any, where they have a personal interest or potential conflict of interest. The Internal Audit of the Company is carried out by M/s. GSN & Associates., Chartered Accountants Coimbatore, periodically.

Companyâs Policies

Companyâs Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), the Code of Conduct applicable to Directors and Employees of the Company and policies such as Insider Trading Code, Insider Trading Fair Disclosure Code and Policy on Materiality of and dealing with Related Party Transactions required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been complied with.

These Policies, the Code of Conduct, and other policies/codes as referred to above are available on the Companyâs website www.vtmill.com.

ISO and 5S Certification

The Companyâs factory at Sulakarai, Virudhunagar, Tamil Nadu has been certified ISO for Quality Management System Standard and also holds a 5S Certification from AOTS Alumni 5S Forum of India and GOTS Certification for the manufacture of organic cotton fabrics.

Segment wise performance

Particulars	Amount (Rs.lakhs)	% of Turnover
Export Sales	9848	47.35
Domestic Sales	10949	52.65

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

Indiaâs textile and apparel industry, including handicrafts, experienced significant growth with exports increasing by 41% compared to previous years. The industry is expected to continue expanding, reaching a substantial market size by 2025-26. This sector is crucial to Indiaâs economy, contributing notably to GDP, industrial production, and exports. According to IMD reports Tamil Nadu is expected to receive slightly above normal rainfall in the ensuing monsoon season; this augurs well for the rural economy.

However, the industry faces considerable challenges such as competition from other countries, rising labour costs, higher supply chain costs due to infrastructure deficiencies, and environmental concerns. Inflation has also reduced domestic purchasing power, further affecting the local market as consumers spend less on apparel. To mitigate these challenges, there is a growing focus on sustainability and expansion of export markets, which in the textile sector is based on reducing environmental impact, inspiring working conditions, supply chain ethics, and sustainable product design.

Sustainability extends beyond the use of organic products and efficient procedures. Many companies are adopting eco-friendly practices, sustainable fibers, organic dyes, energy-efficient technologies, and waste reduction initiatives, with several firms obtaining international certifications like GOTS and OEKO-TEXÂ® to underline their commitment to sustainability. The global textile industry is on the brink of significant transformation, marked by dynamic shifts in consumer preferences, sustainability imperatives, and technological innovations.

Your Company has also invested in sustainable best practices. The investments include roof and ground-mount solar panels to the tune of 4 MW. The company has plans of providing in-house facilities like hostels and medical centers especially to benefit the women workforce. Women workforce constitutes 28% of the total workforce.

Alternative fibers such as linen, hemp, bamboo, tencel, modal, and soy fiber offer a variety of choices for consumers seeking sustainable, breathable, and comfortable clothing options. This, along with stiff competition from synthetic fabrics, will significantly impact the future of the cotton textile industry.

The ongoing Russia-Ukraine war has created additional financial strain by disrupting key markets in the EU and US, leading to higher inflation and supply chain disruptions. Order volumes have declined, and yarn prices have shot high since 2023. This has led to a significant drop in Indiaâs textile and apparel exports by 3.24% compared to the previous year. Despite these challenges, the US home textile market remains strong, with steady growth driven by increased consumer spending on home renovations and fashion trends, and India continues to be a key supplier in this segment.

Your Company has successfully ventured into the US Home Textiles Market by breaking through the E-commerce marketplace to sell its High-end Cotton & Linen Home Fashion. The Company has clocked a sales turnover of Rs.52.00 Crore in the Last Financial Year and is poised to steadily grow in this market. The Company is also exploring potential opportunities in new product development in home fashion and will also expand continuously in the production capacity which includes the stitching facility and processing centers.

Board of Directors

The Board is headed by Sri. K. Thiagarajan, Chairman & Managing Director of the Company. During the year under review, there were changes at the Board level as under:

The Board consists of 9 Directors with one Chairman and Managing Director, five Non-Executive Independent Directors, two Non-Executive Directors and One Woman Non-Executive Director.

As on 31st March, 2024, the Board is comprised of 9 Directors out of which 1 Director is Executive, Chairman & Managing Director, 3 Directors are Non-Executive including one Woman Director, 5 Directors are Non-Executive Independent. The composition of the Board conforms with the requirements of Regulation 17 of the Listing Regulations, and SEBI (LODR) Regulations, 2015. All Directors are competent and experienced personalities in their respective fields.

Number of Board Meetings

During the year under review, Six Board Meetings were held on 03.05.2023, 14.06.2023,

28.07.2023, 11.09.2023, 10.11.2023 & 07.02.2024. The maximum interval between any two consecutive Board Meetings did not exceed 120 days.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report.

The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation

Sri RM. Somasundaram, Director ofthe Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. He is proposed to be re-appointed as a Director of the Company. The details of the proposed reappointment of Sri RM. Somasundaram are forming part of the Corporate Governance report.

Non-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the NonExecutive Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Non-Executive Independent Directors. All the Non-Executive Independent Directors have convened a meeting on 07.02.2024.

â¢ the performance of the Independent Directors.

â¢ fulfillment of the independence criteria as specified under the Companies Act, 2013 and regulations under SEBI Regulations.

â¢ the process of evaluation stating the objectives, criteria for evaluation.

â¢ periodic review of the evaluation process.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to qualify themselves to act as Independent Directors under the provisions of the Companies Act, 2013 read with the relevant rules made thereunder. Further, they have also declared that they are not aware of any circumstance or situation, that exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Companyâs Code of Business Conduct & Ethics.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companyâs website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Directorâs Responsibility Statement

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business:

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately.

c) The Board ensured the effective financial controls, including the maintenance of proper accounting records and the Company is not unnecessarily exposed to avoidable financial risks. They also contribute to the safeguarding of assets, including the prevention and detection of fraud. The financial information used within the business and for publication is reliable.

vi. The Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Sri K. Thiagarajan, Chairman and Managing Director.

b) Sri K. Deenadayalan, Chief Financial Officer.

c) Smt K. Preyatharshine, Company Secretary.

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration, the Company had Nine-member Board of Directors consisting of one Chairman and Managing Director, five Non-Executive Independent Directors, and three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report giving the details as required under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31, 2024 issued by M/s. CNGSN & Associates LLP, Auditors of the Company, is also attached as part of Annexure I and forms a part of this Report of the Directors.

The Company has formulated the Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively, and provided in the companyâs website at www.vtmill.com. Smt K. Preyatharshine, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.

Sri K. Thiagarajan, Chairman & Managing Director and Sri. K. Deenadayalan, Chief Financial Officer of the Company has given their certificate under Regulation 17(8) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March, 2024 to the Board of Directors which is attached as Annexure IX. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above-mentioned Regulations in compliance with the Code of Conduct of the Company for the year ended March 31, 2024, which is attached as Annexure VIII and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee consists of three Independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Audit Committee comprised of Sri. M. Anbukani as Chairman, Sri. Ganesh Ananthakrishnan, and Sri. L. Sevugan as Members, and all are Independent Directors.

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan, identifying, reviewing, and mitigating all elements of risks to which the Company may be exposed.

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.

Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of Section 177 ofthe Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has formulated a Vigil Mechanism / Whistle Blower Policy to enable Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct, that could adversely impact the Companyâs operations, business performance and/or reputation, securely and confidentially. The said policy provides adequate safeguards against the victimization of Directors/employees and direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company under the web link https://www. vtmin.com/investor/Vigil-Mechanism-Whistle-Blower-Policy.pdf Your Company affirms that no personnel of the Company has been denied access to the Chairman of the Audit Committee and no complaint has been received during the year under review.

Evaluation of the Boardâs performance, Committees of the Board, and Individual Directors

The Board reviewed and evaluated its performance from the following angles:

â¢ Company Performance

â¢ Strategy and Implementation

â¢ Risk Management

â¢ Corporate ethics

â¢ Performance of the Individual Directors

â¢ Performance of the Committees viz., Audit Committee, Nomination and

Remuneration Committee, Stakeholders Relationship Committee and Independent Directors Committee.

Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Companyâs strategy and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics, and compliance are taken seriously, and there is a good balance between the companyâs core values and shareholdersâ interests.

The Directors also expressed their satisfaction in all the above areas considering the Companyâs performance in all fronts viz., New Product Development, Sales and Marketing, International business, Employee relations, and compliance with statutory requirements.

The evaluation results have been communicated to the Chairman of the Board of Directors.

Related Party Transactions

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of, or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

In the current period, due to the exigencies that, when the limits exceed, the company can carry out the transactions only with the prior approval of the members at the General Meeting, and hence the company has to carry out the transactions with the related party regularly which may exceed the limits specified in the Rules, it would be appropriate to obtain consent from the members of the company to carry out the transactions with related parties. Therefore for the approval of the related party transactions, the members approval is sought, in the Annual General Meeting of the company held on 03.07.2023 for five years from 01.04.2024.

The details in respect of the material contracts or arrangements or transactions on armâs length basis carried on with the related parties have been furnished in Annexure V.

Corporate Social Responsibility Committee

The Company established CSR Committee on 24th April 2014. The CSR Committee was charged with the responsibility to discharge functions related to CSR activities to be carried out as per Schedule VII of the Companies Act 2013 and the amendments made thereon. As per the notification issued by MCA, there is no necessity to form CSR Committee if the prescribed CSR expenditure does not exceed Rs.50 Lakhs in the year, the Board of Directors can discharge the CSR committee functions and activities. Therefore, CSR Committee was disbanded and future review of CSR obligations, including progress monitoring, coordination with implementing agency, etc., came under the purview of the Board of Directors on and from 01.04.2021.

The CSR Policy, which was approved by the Board, is available on the Companyâs website.

The Company has fully spent Rs.22.95 Lakhs, being the average profits for past three years, for the other than ongoing projects through the implementing agency, Kalaithanthai Karumuttu Thiagaraja Chettiar Memorial Charitable Trust (KKTCMCT) and directly.

The CSR policy is available on the Companyâs website www.vtmill.com

Prevention of Sexual Harassment

The following is reported pursuant to Section 22 ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

1.	No. of complaints of sexual harassment received	NIL
2.	No. of complaints disposed off during the year	NIL
3.	No. of cases pending for more than ninety days	NIL
4.	No. of awareness programme conducted	1
5.	Nature of action taken by the employer	Not Applicable

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 24, 2014 and, as on 31st March, 2024, after the reconstitution of the Committee in this year, now Sri Ganesh Ananthakrishnan is the Chairman, an Independent Director, Sri K. Thiagarajan, Sri L. Sevugan and Sri M. Anbukani, are Members of the Committee. The constitution satisfies the provisions of Section 178 of the Companies Act, 2013 as well as the SEBI Regulations. The Company Secretary is the Secretary of this Committee.

During the financial year ended March 31, 2024, the meeting was convened on 11.09.2023.

The Companyâs Remuneration Policy is available on the Companyâs website www.vtmill.com and annexed as forming part of this report as Annexure X.

The details of terms of reference of the Nomination and Remuneration Committee are given separately in the attached Corporate Governance Report.

Stakeholders Relationship Committee

The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s. KFin Technologies Limited, the Registrars and Share Transfer Agents of the Company. All requests for dematerialization and rematerialization of shares, transfer or transmission of shares, and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee also reports to the Board on issues relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies Act, 2013, and the listing agreement with Stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Companyâs shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01029. The details of shareholding patterns, distribution of shareholding, and share prices are mentioned separately in the attached Corporate Governance Report.

Transfer to Investor Education & Protection Fund

Transfer of shares:

The companyâs Stakeholder Relationship Committee has already transmitted 864000 equity shares of the company into DEMAT account of the IEPF Authority held with NSDL (DP ID Clent ID IN300708-10656671) in terms of Provisions of Section 124(6) of the companies Act 2013, and the related Rules. During the year the Company has transmitted 65900 shares to the IEPF. The complete list of such shareholders, whose shares were due for transfer to IEPF in current year is also placed in the website of company.

Statutory Auditors Auditors

Accordingly, the tenure of their appointment was extended at the 75th AGM. Being eligible, the said firm was re-appointed for a further term of five years, till the conclusion of the 80th AGM.

The Auditors have already submitted certification u/s. 141 of the Companies Act and Peer Review Certificate in respect of their appointment as Auditors of the Company.

AUDITORS

Auditorsâ Report

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditorsâ of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Reports and Certificates

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Sri S. Ramalingam, Practising Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditorâs Report along with the Annual Secretarial Compliance Report (as required under the amended SEBI Regulations) has been obtained and is attached as Annexure II and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Cost Auditor and Cost Records

The Board of Directors had approved the appointment of Sri A. N. Raman, Cost Accountant as the Cost Auditor of the Company to audit the Companyâs Cost Records for the year 2024-25, at a remuneration of Rs.50,000/- plus applicable taxes and out-of-pocket expenses.

Fixed Deposits

The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

The company does not have any deposit which is not in compliance with the Companies Act, 2013.

Loans, guarantees and investments

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However, the company has invested its funds in such number of companies and in such number of shares and securities in other bodies corporate as referred to in Notes No. 06 and 11 of the Balance Sheet.

In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

Particulars of Employees

Statement On Compliance with Secretarial Standards

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors :

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9 - Web link.

IV. Particulars on Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo.

V. Form AOC-2 for material contracts with Related Parties.

VI. Ratio of remuneration and Particulars of Employees.

VII. Annual Report on CSR spending.

VIII. Chairman & Managing Directorâs Certificate under Regulation 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of the Code of Conduct.

X. Remuneration Policy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers, and Bankers, and all other stakeholders for their continuous support to the Company.

Mar 31, 2019

The Directors have pleasure in presenting their 72^nd Annual Report along with the Audited statement of accounts for the year ended 31^st March, 2019.

Adoption of Financial Statements under Ind AS:

Pursuant to the notification issued by the Ministry of Corporate Affaire dated 16* February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted "Ind AS''â with effect from 1 â April, 2017. Accordingly, the Financial Statements for the year 2018-19 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Operating & Financial Performance Profits, Dividends & Retention

Rs. in Lakhs.

	2018-19	2017-18
Turnover	15980	16463
Profit before Depreciation (after interest)	2082	1888
Less: Depreciation	682	683
Profit after Depreciation Less: Provision for Taxation: Current Year Deferred Tax	1400 347 32 379	1205 432 (5) 427
Profit after Tax	1 021	778
Add: Amount brought forward	788	4567
Available for appropriation	1809	5345
Appropriation
Transfer to General Reserve	600	4500
Income Tax Refund of earlier years	â	(59)
Dividend @ Re.0.75 per share	302	302
Income Tax on Dividend Changes in Deferred Tax recognized directly in Equity Transfer from Other Comprehensive Income	62 364 (7)	61 363 (257) 11
Retained profit carried forward to the following year	852	787

During the year under review, the Company''s performance has improved with a higher net profit of Rs. 1400 lakhs against Rs.1205 lakhs (16% increase) even though there is a marginal decrease in Turnover. The Company was able to register export turnover of Rs.5644.49 lakhs representing 35.32% of the total turnover. The textile industry in the country witnessed stable trading conditions during the year. Your Company was able to report better results as a result of improved working efficiencies and waste minimization.

Appropriation to General Reserve

Considering the profitability and the available surplus, the Board of Directors desires to appropriate a sum of Rs.600 lakhs to General Reserve.

Dividend

Considering the profits for the year and as recommended by the Audit Committee, the Board of Directors is pleased to recommend a dividend of Re,0.90 per share i.e.90% on Equity Shares of Re.!/- each. The dividend together with dividend tax entails a cash outflow of Rs.436.47 lakhs in the current year (previous year Rs.364 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within the time prescribed and dividend will be paid to those who are Members of the Company as on record date specified in this regard. The Book Closure period being 6^th June, 2019 to 15^th June, 2019 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Extract of Annual Return:

The Extract of Annual Return is furnished in Form MGT-9 as per Annexure III.

Associate Company:

The company does not have any body corporate as its Associate.

Change in the Nature of Business

There is no change in the nature of the business of the Company.

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2019 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which require that the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with. Self certification exercises are also conducted by which senior management certifies effectiveness of the internal control system, their adherence to Code of Conduct and Company''s policies for which they are responsible, financial or commercial transactions, if any, where they have personal interest or potential confl ict of interest. Internal Audit has been conducted on periodical basis.

Companyâs Policies

These Policies, the Code of Conduct and other policies/codes as referred above are available on the Company''s website www.vtmill.com

ISO and 5S Certification

The Company''s factory at Sulakarai, Virudhunagar, Tamil Nadu has been certified ISO for Quality Management System Standard and also holds a 5S Certification from AOTS Alumni 5S Forum of India and GOTS Certification for the manufacture of organic cotton fabrics.

Segment wise performance

The Company is primarily a manufacturer of textile products and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company. Geographical (secondary) segment has been identified as domestic sales and exports as detailed below:

Particulars	Amount (Rs. lacs)	% of Turnover
Export Sales	5644.49	35.32%
Domestic Sales	10,335.51	64.68%

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

The Trade and Industry has fully tuned to the new GST regime and the initial hiccups seen during the year of implementation have all been ironed out. The GST regime has brought in much needed compliance discipline to the trade channels.

During the year under review, export of grey fabrics from the country increased by 20%.

The Government is taking number of steps to improve the export competitiveness of the textile industry. Your Company is concentrating in increasing its operational efficiency thus leading to cost savings.

The power situation continues to be comfortable.

The Company is taking steps for development and implementation of risk management policies. The element of risk that may threaten the company is the uncertainty in the overseas market on which the company depends for its exports.

Further, in the domestic market there is a risk of competition from a large number of textile units and the uncertainty of monsoon and its consequential impact on the demand scenario.

Your Directors look forward to the current year with hope and optimism, they expect the reform process in the economy will be accelerated by the Government which in turn will prove positive for trade & industry.

Board of Directors:

The Board consists of 8 Directors with one Chairman and Managing Director, four Non-Executive Independent Directors, two Non-Executive Directors and one Woman Non-Executive Director.

Mr. L.N.V. Subramanian who was appointed as an Independent Director for a period of five years from 01.04.2014 retired from the Board on and from 01.04.2019 on the expiry of his term of appointment on 31,03.2019.

Subject to the provisions of Sections 149,152 and 161 of the Companies Act, 2013 and subject to approval by the members of the company at the ensuing Annual General Meeting, the Board appointed one Mr.T.N.Ramanathan as an Additional Director and also as Independent Director of the Company as recommended by Nomination and Remuneration Committee on and from 01 â April 2019 for a period of five years as an Independent Director. He will not be liable to retire by rotation under the provision J 49( 13) of the Companies Act.

Re-appointment of Independent Directors:

The shareholders at the EGM held on 13.03.2019 had re-appointed Sri.A.Martappan, Sri.M.Murugesan and Sri.RM.Somasundaram as Independent Directors of the company for another term of five years commencing from 01.04.2019. They are not liable to retire by rotation.

Section 203 of the Companies Act, 2013 requires a listed company to have a Managing Director/CEO/Whole Time Director as one of the Key Managerial Personnel. In terms of the provisions, Sri T. Kannan. the Chairman of the Company has been appointed as Chairman and Managing Director duly recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. He is already the Chairman and Managing Director of M/s, Thiagarajar Mills Private Limited and accordingly his remuneration is fixed in such a way that the total remuneration from both companies put together does not exceed the limits as prescribed u/s. 197 of the Companies Act, 2013.

The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation:

Sri. K. Thiagarajan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. Being eligible, he is proposed to be re-appointed as Director of the Company.

Sri K. Thiagarajan holds a Bachelor Degree in Engineering and Business Management from Warwick University, UK. He is the Executive Director of M/s. Thiagarajar Mills Private Limited, He is also the Executive Committee Member of the Cotton Textile Export Promotion Council, Mumbai. He is having experience in Textile Industry for aperiod of 8 years. As such, he possesses knowledge and experience in the field of textile industry.

Non-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Non-Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Non-Executive Independent Directors. The Non-Executive Independent Directors have convened a meeting on 31.01.2019.

- the performance of the Independent Directors

- fulfillment of the independence criteria as specified under the Companies Act, 2013 and regulations under SEBI Regulations.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company, The Code of Conduct is available on the Company''s website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Directorsâ Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions as referred in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the preparation of the annual accounts for the year ended on 31st March, 2019 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately.

c) The board ensured the effective financial controls, including the maintenance of proper accounting records and the Company is not unnecessarily exposed to avoidable financial risks. They also contribute to the safeguarding of assets, including the prevention and detection of fraud. The financial information used within the business and for publication is reliable.

vi. The cost accounts and records as specified by the Central Government under sub -section (1 )of section 148 of the Companies Act, 2013, and as required by the Company are made and maintained,

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

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Sri T. Kannan, Chairman and Managing Director

b) Sri R. Krishnan, Chief Financial Officer (upto 31.01.2019) and

c) Sri.M.Ramanathan, Chief Financial Officer (from 01.02.2019)

d) Sri S. Paramasivam, Company Secretary

During the Financial Year, Mr.R.Knshnan, Chief Financial Officer (CFO) of the company resigned on January 31, 2019 and one Mr.M.Ramanathan has been appointed as Chief Financial Officer (CFO) of the Company and his appointment has been made as recommended by the Audit Committee and Nomination and Remuneration Committee and approved by the Board of Directors.

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration, the Company had an Eight members Board of Directors consisting of one Chairman and Managing Director, four Non-Executive Independent Directors, three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report giving the details as required under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure 1 and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31, 2019 issued by M/s.CNGSN & Associates LLP, Auditors of the Company, is also attached as part of Annexure I and forms apart of this Report of the Directors.

The Company has formulated Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively and provided in the company''s website at www.vtmill.com. Mr S. Paramasivam, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.

Sri T. Kannan, Chairman and Managing Director of the Company has given his certificate under Regulation 17(8) read with part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March, 2019 to the Board of Directors which is attached as Annexure IX. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above said Regulations in compliance with the Code of Conduct of the Company for the year ended March 31.2019, which is attached as Annexure VIII and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee consists of three Independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Committee now comprises Mr.RM, Somasundaram as Chairman and Mr. A. Mariappan and Mr.M.Murugesan as Members.

Sri L.N. V. Subramanian who was a member of Audit Committee ceased to be a Director from the Board on and from 01.04.2019.

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.

Evaluation of the Board of its own performance, Committees of the Board and Individual Directors:

The Board reviewed and evaluated its own performance from the following angles:

- Company Performance

- Strategy and Implementation

- Risk Management

- Corporate ethics

- Performance of the Individual Directors

- Performance of the Committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee

The Board also evaluated the performance of the above referred Committees and concluded that the Committees continued to operate effectively, with full participation from all members and executive management of the Company.

The Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Company''s strategy, and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics and compliance are taken seriously, and there is a good balance between the core values of the Company and the interests of shareholders.

Related Party transactions:

During the year 2018-19, the company has entered into contracts or arrangements for a period of five years from 01,04.2019 to 31.03.2024 with such number of related parties with the approval by the Board of Directors and the members of the company at the Annual General Meeting wherever necessary in respect of the following:

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of, or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

The details in respect of the material contracts or arrangements or transactions on arm''s length basis carried on with the related parties have been furnished in Annexure V.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 24, 2014 with Sri T. Kannan as Chairman and M/s. K. Thiagarajan and RM. Somasundaram, Directors of the Company as Members.

The Committee met twice during the year on 19.10.2018 and 31.01.2019, to review the CSR policies, recommend for contributions for CSR Activities carried out during the year and recommend for accumulation of balance amount to be spent in subsequent years in view of the larger projects to be undertaken by the educational institution to which the company is contributing for CSR activities.

The Committee considered the social activities as referred in Schedule VII to the Companies Act and recognizes that its operations impact a wide community of the public for promoting health care including preventive health care and imparting education for uplifting the social status of the public. In structuring its approach to various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by various regulatory bodies. Social, environment and ethical matters are reviewed by the Committee including the impact of such matters that may have on the Company''s management of risk.

The Company finalized the manner of implementation of the CSR Policy and spent a sum of Rs. 1.18 lakhs towards conducting eye camp for the public nearby the mills as a preventive health care activity and accumulated a sum of Rs. 28.27 lakhs as unspent in view of undertaking infrastructure enhancement projects by the educational institution to which the company is contributing for CSR activities. The details of the project, amount of estimates and the amount spent for the projects undertaken and the unspent amounts has been shown in Annexure VII.

The CSR policy is available on the Company''s website www.vtmill.com

The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Prevention of Sexual Harassment:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee with three employees and a NGO representative and Smt. Uma Kannan, Director of the Company is the Adviser to the Committee. The Board also has approved the prevention of Sexual Harassment Policy and all employees especially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board,

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

1.	No. of Complaints of sexual harassment received	NIL
n JL.	No. of Complaints disposed off during the year	NIL
3.	No. of cases pending for more than ninety days	NIL
4.	No. of awareness programme conducted	1
5.	Nature of action taken by the employer	Not Applicable

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 24,2014 and as on 31 st March, 2019, Sri RM. Somasundaram is the Chairman, an Independent Director and M/s. T. Kannan, K. Thiagarajan and A. Mariappan are Members of the Committee. The constitution satisfies the provisions of Section 178 of the Companies Act, 2013 as well as the SEBI Regulations. The Company Secretary is the Secretary of this Committee.

During the year, the Committee met twice on 27.04.2018 and 31.01.2019, the first one for reviewing the Nomination and Remuneration Policy and the second one for considering and accepting the resignation of Mr.R.Krishnan as Chief Financial Officer and appointment of Mr.M. Ramanathan as Chief Financial Officer of the Company.

The Company''s Remuneration Policy is available on the Company''s website www.vtmill.com and annexed as forming part of this report as Annexure X.

The details of terms of reference of the Nomination and Remuneration Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted on 25,04.2014 consisting of Sri L.N.V. Subramanian as Chairman and Sri T. Kannan as Member. The Company Secretary is the Secretary of the Committee.

Sri L.N.V. Subramanian ceased to be a Director of the company on and from 01.04.2019.

The Regulation 20 of the SEBI (LODR) Regulations, 2015 has been amended to have three Directors as Members of the Committee with one Independent Director Member. Accordingly, the Committee has been reconstituted consisting of Sri.T.N. Ramanathan as Chairman and Sri.T.Kannan and Sri K. Vethachalam as members of the Committee.

The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s.Karvy Fintech Private Limited, the Registrars and Share Transfer Agents of the Company. All requests for dematerialisation and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee approved ail activities through Circular Resolutions and all those Circular Resolutions were placed and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies Act, 2013 and the listing agreement wiith Stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The 1S1N number allotted is FNE222F01029. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report.

Auditors

In terms of Section 139 of the Companies Act and the rules made thereon, M/s CNGSN & Associates LLP, Chartered Accountants, Chennai (Firm Regn. No. 004915S/S200036) have been appointed as Auditors of the Company by the members at their meeting held on 23^rd June, 2017 and the Auditors have been appointed for a period of five years from the conclusion of 70¹*¹ Annual General Meeting till the conclusion of the 75''^b Annual General Meeting. The Auditors have already submitted certification u/s. 141 of the Companies Act and Peer Review Certificate in respect of their appointment as Auditors of the Company.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr.M.K. Bashyam, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report along with Secretarial Compliance Report (as required under the amended SEBI Regulations) is attached as Annexure II and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Fixed Deposits

The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014,

The company does not have any deposit which is not in compliance with the Companies Act, 2013.

Loans, guarantees and investments

In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section I34(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IV and forms a part of this Report of the Directors.

Particulars of Employees

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms a part of this Report of the Directors:

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report and Secretarial Compliance Report

III. Extract of the Annual Return in FormMGT-9.

IV. Particulars on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

V. Form AOC-2 for material contracts with Related Parties.

VI. Ratio of remuneration and Particulars of Employees.

VII. Annual Report on CSR spending.

X. Remuneration Policy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

Kappalur, Madurai. For and on behalf of the Board of Directors,

April 22, 2019. _T.KANNAN

CHAIRMAN AND MANAGING DIRECTOR

Mar 31, 2018

To the Members of VTM Limited

The Directors have pleasure in presenting their 71^st Annual Report along with the Audited statement of accounts for the year ended 31^st March, 2018.

Adoption of Financial Statements under Ind AS:

Pursuant to the notification issued by the Ministry of Corporate Affairs dated February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted âInd ASâ with effect from I^sâ April, 20] 7, Accordingly, the Financial. Statements for the year 2017-18 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Operating & Financial Performance Profits, Dividends & Retention

	2017-18			2016-17
Turnover:-		16463			15043
Profit before Depreciation (after interest)		1888			2654
Less: Depreciation		683			729
Profit after Depreciation		1205			1925
Less: Exceptional item		0			680
Profit after exceptional item		1205			1245
Less: Provision for Taxation:
Current. Year	432			146
Deferred Tax	(5)	427		278	424
Profit after Tax		778			821
Add: Amount brought forward		4567			3747
Available for appropriation		5345			4568
Appropriation
Transfer to General Reserve		4500
Income Tax Refund of earlier years		(59)
Dividend @ Re.0,75 per share	302
Income Tax on Dividend	61
Transfer from Other		363
Comprehensive Income			11			1
Retained profit carried forward to the following year			530			4567

During the year under review, the Companyâs performance improved at the operational level and the Company recorded a higher profit from the manufacturing activities of Rs,773.92 lakhs (against Rs.397.52 lakhs last year). The turnover has also increased by about 10%. Daring the year, exports were at Rs.3,824.51 lakhs representing 23.41% of the total turnover. Trading conditions were volatile throughout the year. Textile exports out of India registered a negative trend, however the domestic consumption is showing some positive trends.

Appropriation to General Reserve

Considering the profitability and the available surplus, the Board of Directors desires to appropriate a sum of Rs.4500 lakhs to General Reserve.

Dividend

Considering the profits for the year and as recommended by the Audit Committee, the Board of Directors are pleased to recommend a dividend of Re.0.75 per share i.e.75% on Equity Shares of Re. 1/- each. The dividend together with dividend tax entails a cash outflow of Rs.363.71 lakhs in the current year (previous year Rs.363.â42 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within the time prescribed and dividend will be paid to those who are Members of the Company as onrecord date specified in this regard. The Book Closure period being 13^!t June, 2018 to 22â June, 2018 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Ext r a cl o f A n n u a I Ret u rn:

The Extract of Annual Return, is furnished in Form MGT-9 as per Annexure III.

A ss o e i at e C ora pa n y:

The company does not have any body corporate as its Associate.

Change in theâNature of Business

There is no change in the nature of the business ofthe Company.

Orders by Reguiators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

Materia! Changes Affecting flic FinaniciaSs

There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2018 and the date of this Report ofthe Directors.

Infernal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compl iance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which require that the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related partyâ transactions, have been complied with. Self certification exercises are also conducted by which senior management certifies effectiveness of the internal control system, their adherence to Code of Conduct and Companyâs policies for which they are responsible, financial or commercial transactions, if any. where they have personal interest or potential conflict of interest- Internal Audit has been conducted on periodical basis.

Companyâs Policies

Companyâs Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), the Code of Conduct applicable to Directors and Employees of the Company and policies such as insider Trading Code, Insider Trading Fair Disclosure Code and Policy on Materiality of and dealing with Related Party Transactions required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been complied with.

These Policies, the Code of Conduct and other policies/codes as referred above are available on the Companyâs website www:vtmill.com

ISO and 5S Certification

The Companyâs factory at Sulakarai. Virudhunagar, Tamil Nadu has been certified ISO for Quality Management System Standard and also holds a 5S Certification from AOTS Alumni 5S F orum of India and GOTS Certification for the manufacture of organic cotton fabrics.

Segruentovise performance

Particulars	Amount (Rs. lacs)	% of Turnover
Export Sales	3,824.51	23.41%
Domestic Sales	12,509.78	76.59%

Industry Structure & Developments, Opportunities Â«& Threats, Outlook, Risks & Concerns

The introduction of GST was a major reform. But the markets took a longer time than expected to adjust to this changc. The small traders and manufacturers have just come on line. :

The advent of GST has enabled the Company to take Input Tax Credit [ITC] a feature which was hitherto not available to your Company. Tax evasion is expected to vanish and as a result bring in more compliance across the chain.

During the year under review, export of clothing and textile from India showed a dismal growth. Indian manufacturers are faced with higher cost as compared to the neighbouring countries and other competing countries.

While Government is taking a number of steps to address these concerns, your Company is also concentrating on eliminating inefficiencies and saving cost.

The power situation continues to be comfortable on a Pan India basis and we are able to source competitively priced power.

Further, in the domestic market there is a risk of competition from a large number of textile units and the uncertainty of monsoon and its consequential impact on the demand scenario.

Your Directors look forward to the current year with hope and optimism as there are good indications for a normal monsoon. This will boost the rural economy and help in increasing demand. It will also help to boost the Indian cotton crop. These factors may improve your companyâs business prospects and the profitability.

Board of Directors:

The Board consists of 8 Directors with one Chairman and Managing Director, four Non -Executive Independent Directors, two Non-Executive Directors and one Woman Non -Executive Director.

Section 203 of the Companies Act, 2013 requires a listed company to have a Managing Director/CEO/Whole Time Director as one ofthe Key Managerial Personnel. In terms ofthe provisions, Sri 1â. Kannan. the Chairman ofthe Company has been appointed as Chairman and Managing Director duly recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. He is already the Chairman and Managing Director of M/s. Thiagarajar Mills Private Limited and accordingly his remuneration is fixed in such a way that the total remuneration from both companies put together does not exceed the limits as prescribed u/s. 197 of the Compan ies Act, 2013.

The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act. 2013 and Rules thereon.

Retirement of Directors by Rotation

Sri. K. Vethachalam, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. Being eligible, he is proposed to be re-appointed as Director of the Company.

Noii-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Non -Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them, eligible to act as Non-Executive independent Directors. The Non Executive Independent Directors have convened a meeting on 28^thFebruary, 2018.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companyâs website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Directorsâ Responsibility Statement

i in the preparation of the annual accounts, the applicable accounting standardshave beers followed along with proper explanation relating to materia! departures,

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

v. the Directors have laid down internal financial controls to be followed by the Company and that such interna! financial controls are adequate and are operating effectively and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business:

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately.

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

Key M an age ria 1 Pe rson neS

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act. 2013:

a) Sri T, Kannan. Chairman and Managing Director

b) Sri V. Sundaramoorthy, Chief Financial. Officer (upto 03.06.2017) and

c) Sri R. Krishnan, Chief Financial Officer (from 01.04.2018)

d) Sri S. Paramasivam, Company Secretary

CorpfH-afeCioveriiarsce

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had an Eight member Board of Directors consisting of one Chairman and Managing Director, four Non-Executive independent Directors, three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report giving the details as required under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure i and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31. 2018 issued by M/s.CNGSN & Associates LLP, Auditors of the Company, is also attached as part of Annexure I and forms apart of this Report of the Directors.

The Company lias formulated Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively and provided in the companyâs website at www.vtmill.com. Mr S. Paramasivam, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.

Sri T. Kannan, Chairman and Managing Director of the Company has given his certificate under Regulation 1 /(8) read with part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March, 2018 to the Board of Directors. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above said Regulations in compliance with the Code of Conduct of the Company for the year ended March 31. 2018. which is attached as Annexure VI11 and forms a part of this Report of the Directors.

Asjclitiâsirnrriitfee

The Audit Committee consists of three Independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Committee now comprises Mr.RM. Somasundaram as Chairman and Mr.A. Mariappan and Mr.L.N.V. Subramanian who are all Independent Directors. The Company Secretary is the Secretary of the Committee. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations ot the Audit Committee. The Company has in place a vigil mechanism, details of which are available on the Companyâs website www.vtmil! .com

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to,

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.

Evaluation of tlie Board of its own puribrmunce. Committees of the Board and individual Directors:

The Board reviewed and evaluated its own performance from the following angles:

- Company Performance

- Strategy and Implementation

- Risk Management

- Corporate ethics

- Performance of the Individual Directors

- Performance of the Committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Coiporate Social Responsibility Committee

The Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that ail Directors have understood the opportunities and risks to the Companyâs strategy, and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics and compliance aie taken seriouslv. and there is a good balance between the core values of the Company and the interests of shareholders.

The Directors also expressed their satisfaction in all the above areas considering the Companyâs performance in all fronts viz.. New Product Development, Sales and Marketing, International business, Employee relations and compliance with statutory requirements.

tieiated Party âI ransacfions;

During the year 2014-15 and in 2015-16, the company has entered into contracts or arrangements with such number of related parties with the approval by the Board of Directors in respect of the following:

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of, or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any sendees

5. Obligations

The details in respect of the material contracts or arrangements or transactions on armâs length basis carried on with the related parties have been furnished in ANNEXURE V.

As the contracts or agreements entered into with the related parties are expiring on 31.03.20 i 9, the Board proposes to consider renewal of the contracts to be entered into with related parties for the consent of the Board of Directors and the approval of the Members of the Company at the ensuing Annual General Meeting wherever necessary.

Corporate Soda! Rwpormbiiitv Committee

A Corporate Social Responsibility Committee was constituted on April 24, 2014 with Sri l.Kannan as Chairman and M/s. K. fhiagarajan and RM. Somasundaram, Directors of the Company as Members.

The Committee met once during the year on 28^!h February, 2018, to review the CSR policies, recommend for contributions tor CSR Activities carried out during the year and recommend for balance amounts to be spent for the Financial Year 2017-18.

The Company finalized the manner of implementation of the CSR Policy and spent a sum of Rs.0.66 lakh towards conducting eye camp for the public nearby the mills as a preventive health care activity and contributed a sum of Rs.27.86 lakhs to a leading educational . institution for development of infrastructure facilities in the Institution. The details of the project, amount of estimates and the contribution to the implementing agency has been shown in Annexure VII.

The CSR policy is available on the Companyâs website www.vtmill.com

Prevention of Sexual Harassment:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee with three employees and a NGO representative and Suit. Uma Kannan, Director of the Company is the Adviser to the Committee. The Board also has approved the prevention ol Sexual Harassment Policy and all employees especially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013:

1.	No. of Complaints of sexual harassment received	NIL
2.	No. of Complaints disposed off during the year	NIL
3.	No. of cases pending for more than ninety days	NIL
4.	No. of awareness programme conducted	1
5,	N ature of action taken by the employer	Not Applicable

N omination and Rern 11 Â»eration Comrni tfee

A Nomination and Remuneration Committee was constituted on April 24, 2014 and as on 31st March, 20] 8 Sri RM, Somasundaram is the Chairman and M/s. T. Kannan, K. Thiagarajan and A. Mariappan are Members of the Committee, The constitution satisfies the provisions of Section 178 of the Companies Act, 2013. The Company Secretary is the Secretary of this Committee.

During the year, the Committee met twice on 30,04.2017 and 02.08.2017, the first one for reviewing the Nomination and Remuneration Policy and the second one for considering and accepting the resignation of Mr, V. Sundaramoorthy as Chief Financial Officer.

The Companyâs Remuneration Policy is available on the Companyâs website www.vtmill.com and annexed as forming part of this report as ANNEXURE X.

Stakeholders Relationship Committee

The Shareholders and Investors Grievance Committee was constituted earlier on 26.06.2004. To comply with the requirements of the Companies Act. 20 i 3 and the listing agreements with Stock Exchanges, the name of the Committee was changed to Stakeholders Relationship Committee effective from April 25, 2014. As on 31st March, 2017, the Members of the Committee are Sri L.N.V. Subramanian as Chairman and Sri T. Kannan as Member. The Company Secretary is the Secretary of the Committee. The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s.Karvy Computer Share Private Limited, the Registrars and Share Transfer Agents of the Company. All requests for dematerialisation and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee approved all activities through Circular Resolutions and all those Circular Resolutions were placed and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints. Reports on SCORES of SEBI and all compliances under the Companies Act, 2013 and the listing agreement with Stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Companyâs shares are compulsorily traded in the dematerialized form. The IS1N number allotted is 1NE222F01029. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report .

Auditors

In terms of Section 139 of the Companies Act and the rules made thereon, M/s CNGSN & Associates LLP, Chartered Accountants, Chennai (Firm Regn. No. 004915S/S200036) have been appointed as Auditors of the Company by the members at their meeting held on 23^rd June, 2017 and the Auditors have been appointed for aperiod of five years from the conclusion of 70^th Annual General Meeting till the conclusion of the 75^,h Annual General Meeting, The Auditors have already submitted certification u/s. 141 of the Companies Act and Peer Review Certificate in respect of their appointment as Auditors of the Company.

Secretarial Atidit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr.M.K.Bashyam, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditorâs Report is attached as Annexure II and forms a part of this Report of the Directors, There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Fixed Deposits

The Company has not accepted any deposits from, the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

The company does not have any deposit which is not in compliance with the Companies Act, 2013.

Loans, guarantees and Investments

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies and in such number of shares in other bodies corporate as referred to in Notes No. 11 and 13 of the Balance Sheet.

In compliance with Section 186 of the Companies Act. 2013, loans to employees bear interest at applicable rates.

Conservation Â«f Energy. TeehuoJo&y Abf^>iâption and âforeign tAcIiange Earamgs ami Oiitgn

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) ol the Companies (Accounts) Rules, 2014 is attached as Annexure IV and forms a part of this Report of the Directors.

Particulars of Employees

A n nexures forming a part erf this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report.

III. Extract of the Annual Return in Form MGT-9,

IV. Particulars on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

V. Form AOC-2 for material contracts with Related Parties.

VI. Ratio of remuneration and Particulars of Employees.

VIL Annual Report on CSR spending.

X. Remuneration Pol icy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

For and on behalf of the Board of Directors.

Kappalur, Madurai. T. KANNAN

April ,7,2018 CHAIRMAN AND MANAGING DIRECTOR

Mar 31, 2017

DIRECTORS'' REPORT

FOR THE YEAR ENDED ON 3 l^ST MARCH, 2017.

To the Members of VTM Limited

The Directors have pleasure in presenting their 70"''Annual Report along with the Audited statement of accounts for the year ended 31â March, 2017.

Operating & Financial Performance Profits, Dividends & Retention

	2016- 2017	2015-2016
Turnover	14770	15409
Profit before Depreciation	2606	1898
(after interest)
Less: Depreciation	729	516
Profit after Depreciation	1877	1382
Less: Exceptional item	680	-
Profit after exceptional item	1197	1382
Less: Provision for Taxation:
Current Year	115	400
Deferred Tax	48	84
Taxation for earlier years	31	(34)
	194	---- 450
Profit after Tax	1003	932
Add: Amount brought forward	332	264
Available for appropriation	1335	1196
Annronriatinn
Transfer to General Reserve		500
Interim Dividend @ Re .0. 75 per share		302
Income Tax on Dividend		62
	âââ	. 364
Retained profit carried forward	___	V ___
to the following year	1335	332
	--

During the year under review your Company improved its performance and clocked a Net Profit after tax of Rs. 10.03 Crores. Challenging market conditions prevailed during the first half of the year. Exports were at Rs.35.38 Crores against Rs.29.29 Crores thus showing a healthy uptick. Cotton yam prices witnessed a strong upsurge during the last quarter and fabric prices are yet to adjust to those levels.

During the year under review, your Company has carried out a modernization programme and has replaced 40 Nos. of wide width weaving machine with new generation state-of-the-art machines at a cost of about Rs. 15.92 Crores. This will result in better quality and realization in the current year.

Appropriation to General Reserve

During the year, the company has not appropriated any profits to General Reserve.

Dividend

Considering the profits for the year and as recommended by the Audit Committee, the Board of Directors are pleased to recommend a dividend of Re.0.75 per share i.e.75% on Equity Shares of Re. 1/- each. The dividend together with dividend tax will entail a cash outflow of Rs.364 Lakhs in the current year (previous year Rs.364 Lakhs as interim dividend and dividend tax thereon). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within the time prescribed and dividend will be paid to those who are Members of the Company as on record date specified in this regard. The Book Closure period being 12th June, 2017 to 23rd June 2017 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Extract of Annual Return:

The Extract of Annual Return is furnished in Form MGT-9 as per Annexure III.

Associate Company:

The company does not have any body corporate as its Associate.

Change in the Nature of Business

There is no change in the nature of the business of the Company.

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2017 and the date of this Report of the Directors.

Internal Control System

The ^Co^{mpany has in} P^ace^an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which require that the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions have been complied with. Self certification exercises are also conducted by which senior management certifies effectiveness of the internal control system, their adherence to Code of Conduct and Company''s policies for which they are responsible, financial or commercial transactions, if any, where they have personal interest or potential conflict of interest. Internal Audit has been conducted on periodical basis.

Company''s Policies

Company''s Phonics on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), the Code of Conduct applicable to Directors and Employees of the Company and polices such as Insider Trading Code, Insider Trading Fair Disclosure Code and policy on Materiality of and dealing with Related Party Transactions required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been complied with.

These Policies, the Code of Conduct and other policies/codes as referred above are available on the Company''s website www.vtmill.com

ISO and 5S Certification

Segment wise performance

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

The passage of GST legislation is viewed as a major enabler towards ease of doing business. Wc expect that this will iron out the inefficiencies in the tax chain and result in a more positive business environment. The supply chains are expected to become more efficient.

The power situation continues to be comfortable on a Pan India basis and we are able to source competitively priced power.

During the year under review, textiles and clothing exports from India showed dismal growth rates and remained at stagnation levels. We hope that the global economic recovery which is now being witnessed will boost the export prospects for Indian Textiles.

I he Company is taking steps for development and implementation of risk management policies. The element of risk that may threaten the company is the uncertainty in the overseas market on which the company depends for its exports.

Further, in the domestic market there is a risk of competition from a large number of textile units and the uncertainly of monsoon and its consequential impact on the demand scenario.

Board of Directors

File Board consists of 8 Directors with one Chairman and Managing Director, four Non-Executive Independent Directors, two Non-Executive Directors and one Woman Non-Executive Director.

Section 203 of the Companies Act, 2013 requires a listed company to have a Managing Director/CEO/Whole Time Director as one of the Key Managerial Personnel. In terms of the provisions, Sri T. Kannan, the Chairman of the Company has been appointed as Chairman and Managing Director duly recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. He is already the Chairman and Managing Director of M/s. Thiagarajar Mills Private Limited and accordingly his remuneration is fixed in such a way that the total remuneration from both companies put together does not exceed the limits as prescribed u/s. 197 of the Companies Act, 2013.

The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation

Smt Uma Kannan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment as a Director of the Company. Being eligible, she is proposed to be re-appointed as Director of the Company.

Non-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as an Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Non-Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Non-Executive Independent Directors. The Non-Executive Independent Directors have convened a meeting on 27th January, 2017.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and Employees of the Company. The Code of Conduct is available on the Company''s website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement

Regulations, 2015 in the preparation of the annual accounts for the year ended on 31 st March, 2017 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately.

vi. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems arc adequate and operating effectively.

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Sri I\ Kannan, Chairman and Managing Director

b) Sri V. Sundaramoorthy, Chief Financial Officer and

c) Sri S. Paramasivam, Company Secretary Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had an Eight member Board of Directors consisting ol one Chairman and Managing Director, Four Non-Executive Independent Directors, Three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report giving the details as required under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31, 2017 issued by M/s.Peri I hiagaraj & Co., Auditors of the Company, is also attached as part of Annexure I and forms a part of this Report of the Directors.

I he Company has formulated Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively and provided in the company''s website at www.vtmill.com. Mr S. Paramasivam, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.

Sri T. Kannan, Chairman and Managing Director of the Company has given his certificate under Regulation 17(8) read with part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31 st March, 2017 to the Board of Directors. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above said Regulations in compliance with the Code of Conduct of the Company for the year ended March 31, 2017, which is attached as Annexure VIII and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee was reconstituted on 11.01.2011 and as on 31st March, 2017, the committee consists of three Independent Directors and-satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Committee now comprises Mr. RM. Somasundaram as Chairman and Mr A. Mariappan and Mr. L.N.V. Subramanian who are all Independent Directors. The Company Secretary is the Secretary of the Committee. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism, details of which are available on the Company''s website www.vtmill.com

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.

Evaluation of the Board of its own performance, Committees of the Board and individual Directors:

The Board reviewed and evaluated its own performance from the following angles:

Company Performance Strategy and Implementation Risk Management Corporate ethics

Performance of the Individual Directors

Performance of the Committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee

The Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Company''s strategy, and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics and compliance arc taken seriously, and there is a good balance between the core values of the Company and the interests of shareholders.

Related Party Transactions:

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of, or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

The details in respect of the material contracts or arrangements or transactions on arm''s length basis carried on with the related parties have been furnished in ANNEXURE V.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 24, 2014 with Sri T. Kannan as Chairman and M/s.K. Thiagarajan and RM. Somasundaram, Directors of the Company as Members.

The Committee met once during the year on 22"¹ March, 2017, to review the CSR policies, approve contributions for CSR Activities carried out during the year and approve for balance amounts to be spent for the Financial Year 2016-17.

The Committee considered the social activities as referred in Schedule VII to the Companies Act and recognizes that its operations impact a wide community of the public for promoting health care including preventive health care and imparting education for uplifting the social status of the public. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by various regulatory bodies. Social, environment and ethical matters are reviewed by the Committee including the impact of such matters may have on the Company''s management of risk.

The Company finalized the maimed of implementation of the CSR Policy and spent a sum of Rs. 1.32 lakhs towards conducting eye camp for the public nearby the mills as a preventive health care activity and contributed a sum of Rs.25.21 lakhs to a leading educational institution for development of infrastructure facilities in the Institution. The details of the project, amount of estimates and the contribution to the implementing agency has been shown in Annexure VII.

The CSR policy is available on the Company''s website www.vtmill.com

Prevention of Sexual Harassment:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee with three employees and a NGO representative and Smt Uma Kannan, Director of the Company is the Adviser to the Committee. The Board also has approved the prevention of Sexual Harassment Policy and all employees especially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013:

1.	No. of Complaints of sexual harassment received	NIL
2.	No. of Complaints disposed off during the year	NIL
3.	No. of cases pending for more than ninety days	NIL
4.	No. of awareness programme conducted	1
5.	Nature of action taken by the employer	Not Applicable

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 24,2014 and as on 31 st March 2017, Sri RM. Somasundaram is the Chairman and M/s.T. Kannan and A Mariappan are Members of the Committee. During the year, Sri K. Thiagarajan, Non-Executive Director of the company was nominated as member of the committee. Including him, the constitution satisfies the provisions of Section 178 of the Companies Act, 2013. The Company Secretary is the Secretary of this Committee.

During the year, the Committee met once for reviewing the Nomination and Remuneration Policy and for recommending the appointment of Chief Financial Officer. The NRC recommended the appointment of Sri V. Sundaramoorthy as Chief Financial Officer of the Company.

The Company''s Remuneration Policy is available on the Companyâs website www.vtmill.com and annexed as forming part of this report as ANNEXURE X.

Stakeholders Relationship Committee

The Shareholders and Investors Grievance Committee was constituted earlier on 26.06.2004. To comply with the requirements of the Companies Act, 2013 and the listing agreements with Stock Exchanges, the name of the Committee was changed to Stakeholders Relationship Committee effective from April 25, 2014. As on 31st March, 2017, the Members of the Committee are Sri L.N.V. Subramanian as Chairman and Sri T. Kannan as Member. The Company Secretary is the Secretary of the Committee. The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s.Karvy Computer Share Private Limited, the Registrars and Share Transfer Agents of the Company. All requests for dematerialization and dematerialization of shares, transfer or transmission of shares and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee approved all activities through Circular Resolutions and all those Circular Resolutions were placed and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES'' of SEBI and all compliances under the Companies Act, 2013 and the listing agreement with stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number ''allotted is INE222F01029. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report.

Auditors

M/s Peri Thiagaraj & Co., Chartered Accountants, holds office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting and they are not eligible for reappointment. There are no qualifications or observations or remarks made by the Auditors in their Report.

In terms of Section 139 of the Companies Act and rules made thereon and subject to approval by the members of the Company at the ensuing Annual General Meeting, the Board proposes to appoint M/s. CNGSN & Associates LLP, Chartered Accountants, Madurai (Firm Regn. No. 004915S/S200036) as recommended by the Audit Committee for a term of five years from the conclusion of the ensuing Annual General Meeting till the conclusion of the IS* Annual General Meeting subject to ratification by the members of the company every year. The proposed Auditors have submitted certification u/s. 141 of the Companies Act and Peer Review Certificate in respect of their appointment as Auditors of the company.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr.M.K. Bashyam, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditorâs Report is attached as Annexure II and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Fixed Deposits

The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

The company does not have any deposit which is not in compliance with the Companies Act, 2013.

Loans, guarantees and investments

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies and in such number of shares in other bodies corporate as referred to in Notes No. 11 and 13 of the Balance Sheet.

In compliance with section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IV and forms a part of this Report of the Directors.

Particulars of Employees

Disclosure of details of Specified Bank Notes:

The company has provided necessary disclosure as to holdings and dealings in respect of Specified Bank Notes (SBN) and other notes for the period from 8^,b November, 2016 to SO* December, 2016 in Note No.4 to Notes on Accounts.

Annexure forming a part of this Report of the Directors

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9

IV. Particulars on Conservation of Energy, Technology Absorption and Foreign Exchange Eatingâs and Outgo

V. Form AOC-2 for material contracts with Related Parties

VI. Ratio of remuneration and Particulars of Employees Â»

VII. Annual Report on CSR spending

VIII. Chairman & Managing Director''s Certificate under Regulation 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations,

, 2015 on compliance of Code of Conduct.

X. Remuneration Policy Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers bankers and other stakeholders for their continuous support to the Company.

For and on behalf of the Board of Directors,

Kappalur, Madurai. ^T- ^KANNAN

April 30 2017 CHAIRMAN AND MANAGING DIRECTOR

Mar 31, 2016

The Directors have pleasure in presenting their 69^th Annual Report along with the Audited statement of accounts for the year ended 31â March, 2016.

Operating & Financial Performance Profits, Dividends & Retention

Rs. in Lakhs

	2015 - 2016	2014 - 2015
Turnover	15409	16782
Profit before Depreciation	1898	1627
(after interest)
Less; Depreciation	516	519
Profit after Depreciation	1382	1108
Less. Provision for Taxation:
Current Year	400	280
Deferred Tax	84	32
Taxation for earlier years	(34)	-
	450	312
Profit after Tax	932	796
Add: Amount brought forward	264	274
Available for appropriation	1196	1070
Appropriation : -
transfer to General Reserve	500	500
Interim Dividend @ Re 0.75 per share	302	253
Income Tax on Dividend	62	53
	364	306
Retained profit carried forward
to the following year	332	264

During the year under review, your company performed better than last year. Though there was a fall in. the export of the textiles for the country as a whole, your company was able to improve on its export performance. The domestic markets were seesawing all through the year with a weak undertone. The continuing drought in several parts of the country had a negative impact in the demand for textile products. There was a drop in the unit value realization as a result of lower cotton prices. This resulted in the overall turnover showing a marginal fall. Viewed in this context, your company''s performance must be considered as being satisfactory.

During the year under review the company has charted out a scheme to modernize 36 machines with ultra modem shuttleless weaving looms and necessary accessories at a total cost of Rs. 1 9.51 Crores.

Appropriation to General Reserve

Considering the profitability and the available surplus, the Board of Directors desires to appropriate a sum of Rs.500 lakhs to General Reserve.

Dividend

The Board of Directors considering the profits for the year, recommended an interim dividend of Re.0.75 per share i.e.75% on Equity Shares of Re.1]/- each in the month of March, 2016. The Interim Dividend together with dividend tax entailed a cash outflow of Rs.363.12 lakhs. This has been recommended by the Audit Committee and approved by the Board of Directors at their meeting held on 7th March, 2016 and the Interim Dividend was deposited in a separate bank within five days and dividend amount was also paid within the time prescribed to those shareholders whose name were available on the record date fixed for payment of Interim Dividend.

Since the Company has paid Interim Dividend for the year in March, 2016, no Final Dividend for the year has been proposed and recommended.

Extract of Annual Return:

The Extract of Annual Return is furnished in Form MGT-9 as per Annexure III.

Associate Company:

M/s, Colour Yams Limited ceased to be an Associate Company on and from 2 8th March, 2016. Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2016 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which require that the Directors review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with. Self certification exercises are also conducted by which senior management certify effectiveness of the internal control system, their adherence to Code of Conduct and Company''s policies for which they are responsible, financial or commercial transactions, if any, where they have personal interest or potential conflict of interest. Internal Audit has been conducted on periodical basis.

Company''s Policies

During the year, the Company appointed Sri T. Kaiman as Chairman and Managing Director effective from 07th May, 2015. Accordingly, the Nomination and Remuneration Committee revised the Remuneration Policy in order to include the terms of appointment for the Managing Director before the appointment takes place.

Further in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 the following policies/codes were approved by the Board and copies of the policies are available on the Company''s website www.vtmill.com:

1. Insider Trading Code

2. Insider Trading Fair Disclosure Code

3. Policy on Materiality of and dealing with Related Party Transactions.

Companyâs Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies, the Code of Conduct and other policies/codes as referred above are available on the Companyâs websitewww.vtmill.com

ISO and 5S Certification

The Company''s factory at Sulakarai, Virudhunagar, Tamil Nadu has been certified ISO for Quality Management System Standard and during the year it received a 5S Certification from AOTS Alumni 5S Forum of India. The company has also obtained GOTS certification for the manufacture of organic cotton fabrics.

Segment wise performance

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

The Indian textile industry has come to occupy a predominant position on the world scene. India together with its Asian counterparts has become the clothier to the world. The Indian textile industry derives its strength from the availability of home grown raw material together with well developed indigenous technological knowhow and skilled man power.

The support the industry hitherto received in terms of interest subsidy under the TUFS Scheme has been withdrawn and in its place a new scheme called ATUFS is in place wherein the subsidy available for a company in a lifetime has been capped at Rs.20 Crores. This is not as lucrative as the earlier scheme.

The power situation prevailing in Tamil Nadu has considerably improved though the costs are high when compared with other states. The availability of competitively priced power is essential for the successful operations of your company. International trade barriers and the not so advantageously placed duty structure for Indian products in overseas market is another disincentive for exports.

The Company is taking steps for development and implementation of risk management policy. The element of risk that may threaten the company is the uncertainty in the overseas market on which the company depends for its exports.

Further, in the domestic market there is a risk of competition from a large number of textile units.

Board of Directors

The Board consists of 8 Directors with one Chairman and Managing Director, Four Non-Executive Independent Directors, two Non-Executive Directors and one Woman Non -Executive Director.

Section 203 of the Companies Act, 2013 requires a listed company to have a Managing Director/CEO/Whole Time Director as one of the Key Managerial Personnel. In terms of the provisions, Sri T. Kannan, the Chairman of the Company was appointed as Chairman and Managing Director duly recommended by the Nomination and Remuneration Committee and approved by the Board of Directors on and from 07th May, 2015. He is already the Chairman and Managing Director of M/s. Thiagarajar Mills Private Limited and accordingly his remuneration is fixed in such a way that the total remuneration from both companies put together does not exceed the limits as prescribed u/s. 197 of the Companies Act, 2013.

During the year, Mr. PL. Subbiah, Director of the Company, resigned from the Board and Mr.K. Vethachalam joined the Board on and from 15th October, 2015. Accordingly, the number of Directors remained same.

The sitting fees paid to the Non-Executive Directors are within die limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation

Mr.K. Tliiagarajan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. Being eligible, he is proposed to be re-appointed as Director of the Company.

Non-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as an Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Non-Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Non-Executive Independent Directors. The Non - Executive Independent Directors have convened a meeting on 20th January, 20 ] 6.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companyâs website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions as referred, in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the preparation of the annual accounts for the year ended on 31st March, 2016 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

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

v the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business;

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately.

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

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Sri T. Kannan, Chairman and Managing Director

b) Sri S. Arunagiri, Chief Financial Officer (From 05.09.2015 to 05.03.2016)

e) Sri V. Sundaramoorthy, Chief Financial Officer (With effect from 01.04.2016) and

d) Sri S. Paramashivan, Company Secretary

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had an Eight member Board of Directors consisting of one Chairman and Managing Director, Four Non-Executive independent Directors, Three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report giving the details as required under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31,2016 issued by M/s. Peri Thiagaraj & Co., Auditors of the Company, is also attached as part of Annexure I and forms a part of this Report of the Directors.

The Company has formulated Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A off SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively and provided in the company''s website at www.vtmill.corn. Mr S. Paramashivan, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.

Sri T. Kannan, Chairman and Managing Director of the Company has given his certificate under Regulation 17(8) read with part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March, 2016 to the Board of Directors. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above said Regulations in compliance with the Code of Conduct of the Company for the year ended March 31,2016, which is attached as Annexure VIII and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee was reconstituted on 11.01.2011 and as on 31st March, 2016, the committee consists of three Independent Directors and satisfies the previsions of Section 177(2) of the Companies Act, 2013. The Committee now comprises Mr. RM. Somasundaram as Chairman and Mr A. Mariappan and Mr. L.N.V. Submnanian who are all Independent Directors. The Company Secretary is the Secretary of the Committee. The deta.ls of all related party transactions are placed periodically before the Audit Committee. Dunne the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism details of which are available on tl,e Company''s website www.vtmill.com

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the

Company may be exposed to.

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel and accordingly during the year the Committee recommended the appointment of CMD and CFO and resignation of CFO.

The details of terms of reference of the Audit Committee, number and dates of meetings held attendance of the Directors and remuneration paid to them are given separately m the attached Corporate Governance Report.

Evaluation of the Board of its own performance, Committees of the Board and Individual Directors;

The Board reviewed and evaluated its own performance from the following angles:

- Company Performance

- Strategy and Implementation

- Risk Management

- Corporate ethics

- Performance of the Individual Directors

- Performance of the Committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee

The Board also evaluated the performance of the above referred Committees and concluded that the Committees continued to operate effectively, with full participation tom all members and executive management of the Company.

The Directors also expressed their satisfaction in all the above areas considering the Company''s performance in all fronts viz . New Product Development, Sales and Marketing, International business, Employee relations and compliance with statutory requirements.

Related Party Transactions:

During the year 2014-15, the company has entered into contracts or arrangements with such number of related parties with the approval by the Board of Directors in respect of the following:

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of. or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

Further, during the year, the company entered into contracts or arrangements with such concerns where Mr. K. Vethachalam, Director of the company is interested with the same terms and conditions as entered with other related parties for a period up to 31.03.2019. Likewise, the Company enhanced the contracting limits for obligations in respect of the donations for charitable purposes and fixed the limit for contribution to CSR activities with a Charitable Trust.

The details in respect of the material contracts or arrangements or transactions on arm''s length basis carried on with the related parties have been furnished in ANNEXURE V.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 24, 2014 with Sri T. Kannan as Chairman and MAs, K. Thiagarajan and RM. Somasundaram, Directors of the Company as Members.

The Committee met twice during the year, the first one on 09th December, 2015 to review and monitor CSR Policy and CSR Activities and to consider for contribution for CSR Activities and another one on 07th March, 2016 to finalize and approve contributions for CSR Activities for the amounts to be spend for the Financial Year 2015-16.

The Committee considered the social activities as referred in Schedule Vil to the Companies Act and recognizes that its operations impact a wide community of the public for eradication of hunger and poverty and imparting education for uplifting the social status of the public. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by various regulatory'' bodies. Social, environment and ethical matters are reviewed by the Committee including the impact of such matters may have on the Company''s management of risk.

The Company finalized the manner of implementation of the CSR Policy and spent a sum of Rs.3.25 lakhs towards eradication of hunger and poverty of the public who were affected by the recent flood havoc in Tamil Nadu and contributed a sum of Rs.25.00 lakhs to a registered Charitable Trust with a direction to keep it as Corpus for CSR Activities for applying the same for promotion of education through a leading educational institution for development of infrastructure facilities in the Institution. The details of the project, amount of estimates and the contribution to the implementing agency through a Charitable Trust has been shown in Annexure VII.

The CSR policy is available on the Companyâs website www.vtmill.com The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Prevention of Sexual Harassment;

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee with three employees and a NGO representative and Smt. Uma Kannan, Director of the Company is the Adviser to the Committee. The Board also has approved the prevention of Sexual Harassment Policy and all employees specially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013:

1.	No, of Complaints of sexual harassment received	NIL
2.	No. of Complaints disposed off during the year	NIL
3.	No. of cases pending for more than ninety days	NIL
4.	No. of awareness programme conducted	1
5,	Nature of action taken by the employer	Not Applicable

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 24,2014 and as on 31 s March, 2016 Sri RM. Somasundaram is the Chairman and M/s. T. Kannan and A. Mariappan are Members of the Committee, This constitution satisfies the provisions of Section 178 of the Companies Act, 2013. The Company Secretary is the Secretary of this Committee,

During the year, the Committee met three times for reviewing the Policy for the appointment of Managing Director and for the appointment and removal of Chief Financial Officer. After reviewing the policy, the NRC recommended the appointment of Sri T. Kannan as Managing Director of the Company.

The Company''s Remuneration Policy is available on the Company''s website www.vtnull.com and annexed as forming part of this report as ANNEXURE X.

Stakeholders Relationship Committee

The Shareholders and Investors Grievance Committee was constituted earlier on 26.06.2004. To comply with the requirements of the Companies Act, 2013 and the listing agreements with Stock Exchanges, the name of the Committee was changed to Stakeholders Relationship Committee effective from April 25, 2014, As on 31st March, 2016, the Members of the Committee are Sri L.N.V. Subramanian as Chairman and Sri T, Kannan as Member. The Company Secretary is the Secretary of the Committee. The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s. Karvy Computer Share Private Limited, the Registrars and Share Transfer Agents of the Company. All requests for dematerialization and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee approved all activities through Circular Resolutions and all those Circular Resolutions were placed and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints. Reports on SCORES of SEBI and all compliances under the Companies Act, 2013 and the listing agreement with Stock Exchanges. The shares of the Company are listed on the Bombay Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01O29. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report.

Auditors

M/s Peri Thiagaraj & Co., Chartered Accountants, hold office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 201a, the Auditors are proposed to be reappointed for a term of one year, subject to ratification by the Members at the ensuing Annual General Meeting. There are no qualifications or observations or remarks made by the Auditors in their Report

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr.M.k. Bashyara, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure II ant) forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. The company does not have any deposit which are not in compliance with the Companies Act, 2013.

Loans, guarantees and investments

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies and in such number of shares in other bodies corporate as referred to in Notes No. 12and 14 of the Balance Sheet.

In compliance with section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

Particulars of Employees

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9

IV. Particulars on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

V. FormAOC-2 for material contracts with Related Parties

VI. Ratio of remuneration and Particulars of Employees

VII. Annual Report on CSR spending

X. Remuneration Policy

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

Kappalur, Madurai. For and on behalf of the Board of Di rectors

May 09,2016. T.KANNAN

Chairman and Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 68th Annual Report along with the Audited statement of accounts for the year ended 31stMarch, 2015.

OPERATING & FINANCIAL PERFORMANCE

PROFITS, DIVIDENDS & RETENTION Rs. in Lakhs. 2014-2015 2013-2014

Turnover:- 16782 16915

Profit before Depreciation 1627 2475 (after interest)

Less: Depreciation 519 895

Profit after Depreciation 1108 1580

Less: Provision for Taxation: Current Year 280 579 Deferred Tax 32 (-) 97 Taxation for earlier years - (-) 33

312 449

Profit after Tax 796 1131

Add: Amount brought forward 274 283

Available for appropriation 1070 1414

Appropriation

Transfer to General Reserve 500 810

Dividend @ Rs.0.63 (0.70) per share 253 282

Income Tax on Dividend 53 48

306 330

Retained profit carried forward 264 274 to the following year

The year under review witnessed a fall in profits on account of drop in demand for textile products. Textile exports witnessed a fall especially to China as a result of a serious slowdown in their economy. Indian markets continue to be sluggish as growth in the rural segment of the economy seems quite low. The year under review also witnessed a fall in cotton prices and consequently the unit value realisation of company''s products were impacted negatively. Against this backdrop your company''s performance must be considered as satisfactory.

Appropriation to General Reserve:

Considering the profitability and the available surplus, the Board of Directors desires to appropriate a sum of Rs.500 lakhs to General Reserve.

Dividend:

The Board of Directors are pleased to recommend a dividend of Re.0.63/- per share i.e. 63% on Equity Shares of Re. 1/- each. The dividend together with dividend tax will entail a cash outflow of Rs.306 lakhs (previous year Rs.330 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within the time prescribed and dividend will be paid to those who are Members of the Company as on record date specified in this regard. The Book Closure period being 5th June, 2015 to 17th June 2015 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Extract of Annual Return:

The Extract of Annual Return is furnished in Form MGT-9 as per Annexure III.

Associate Company:

M/s. Colour Yams Limited is an Associate Company and the investments are held only for investment purposes.

Change in the Nature of Business:

There is no change in the nature of the business of the Company.

Orders by Regulators or Courts:

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Material Changes Affecting the Financials:

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2015 and the date of this Report of the Directors.

Internal Control System:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which require that the Directors review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with. Self certification exercises are also conducted by which senior management certify effectiveness of the internal control system, their adherence to Code of Conduct and Company''s policies for which they are responsible, financial or commercial transactions, if any, where they have personal interest or potential conflict of interest. Internal Audit has been conducted on periodical basis.

Company''s Policies:

Company''s Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company''s website www.vtmill.com

ISO Certification:

The Company''s factory at Sulakarai, Virudhunagar, Tamil Nadu has been certified ISO for Quality Management Systems Standards.

Segment wise performance:

The Company is primarily a manufacturer of textile products and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company. Geographical (secondary) segment has been identified as domestic sales and exports.

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns:

The Indian textile industry has come to occupy a predominant position on the world scene. India together with its Asian counterparts has become the clothier to the world. The Indian textile industry derives its strength from the availability of home grown raw material together with well developed indigenous technological knowhow and skilled man power. The industry receives support from the Government in terms of Technology Upgradation Fund Scheme interest subsidy and export incentive of about 2%. The industry is anxiously waiting for the new Government to unveil its textile policy. These represent the opportunities that lie ahead of the Indian textile industry and your Company.

The threats to these opportunities come from an unstable economic outlook in the importing countries, trade barriers imposed by them and inflationary pressures on our inputs. Power is a main ingredient, it has doubled in the last eight years. Availability of competitively priced uninterrupted power is essential for the stable operations of your Company''s business. The power situation as it prevailed in Tamil Nadu a few years ago was extremely precarious. It has now shown improvement though the cost of the power is higher when compared to other States of India.

The Company is taking steps for development and implementation of risk management policy. The element of risk that may threaten the company is the uncertainty in the overseas market on which the company depends for its exports. Further, in the domestic market there is a risk of competition from a large number of textile units.

Your Directors look forward to the current year with hope and optimism. We expect the export markets to stabilise and a large crop of Indian cotton is expected to stabilise cotton prices. This will help your Company to improve its business and operate in a profitable manner.

Board of Directors:

The Board consists of Eight Directors of whom four are independent Directors, three non-executive Directors and one Woman Director.

The Companies Act, 2013 requires that a Woman Director should be a member of the Board of Directors for a listed company. Dr.(Smt.) Uma Kannan, Wife of Sri T.Kannan, Promoter of the Company has been recommended both by the Nomination and Remuneration Committee and by the Board of Directors to be the Woman Director of the Company. Approval for her appointment has been sought from the Members of the Company through electronic voting for which Agenda is included in the Annual General Meeting. If approved, Dr.(Smt.) Uma Kannan will join the Board of Directors as a Woman Director effective from 17th June, 2015 and she will be liable to retire by rotation.

Dr.(Smt.) Uma Kannan, aged 53 years is a Director in two Public Limited companies. She is Vice President & Secretary of Thiagarajar College, a leading educational institution in Madurai. She is Convenor of INTACH (Indian National Trust for Art, Culture and Heritage) in Madurai. She is a Senate Member in Madurai Kamaraj University.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report.

The sitting fees paid to the Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation:

Mr.PL. Subbiah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. Being eligible, he is proposed to be re-appointed as Director of the Company.

Independent Directors:

The Independent Directors have confirmed and declared that they are not disqualified to act as an independent Director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors. The Independent Directors have convened a meeting on 14th January, 2015.

Code of Conduct:

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company''s website www.vtmill.com All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)c read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on 31st March, 2015 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 of the Company for that period;

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

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

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business:

a) the adherence of company''s policies have been disclosed in the Annual Report.

b) the Company has carried on physical verification of fixed assets periodically and regularly.

c) the compliance in respect of prevention of frauds and errors has been ensured by the Internal and Statutory Audit.

d) the accuracy and completeness of accounting records have been certified by the Statutory Auditor.

e) the financial information have been prepared and circulated within a reasonable time.

vi. the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel:

The following person was formally appointed as Key Managerial Personnel of the Company effective from April 1, 2014 in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr. S. Paramashivan, Company Secretary

b) The Company is in the process of appointing the Managing Director/Whole Time Director and Chief Financial Officer in the ensuing financial year.

Corporate Governance:

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had an Eight member Board of Directors consisting of One Chairman and Director, Four non-executive independent directors, Three non-executive directors of which one is a Woman Director.

The Corporate Governance Report giving the details as required under Clause 49 of the listing agreement with the Stock Exchanges is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31, 2015 issued by M/s. Peri Thiagaraj & Co., Auditors of the Company, is also attached as Annexure I and forms a part of this Report of the Directors.

The Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. Mr S. Paramashivan, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company and also notified to the Stock Exchanges.

Sri T. Kannan, Chairman of the Company has given his certificate under Clause 49(IX) of the listing agreement with Stock Exchanges regarding the annual financial statements for the year ended on 31st March, 2015 to the Board of Directors. The Chairman has given his certificate under Clause 49(II)(E) of the listing agreement with Stock Exchanges regarding compliance with the Code of Conduct of the Company for the year ended March 31, 2015, which is attached as Annexure IX and forms a part of this Report of the Directors.

Audit Committee:

The Audit Committee was reconstituted on 11.01.2011. The existing committee consists of three independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Committee now comprises Mr. RM. Somasundaram as Chairman and Mr A. Mariappan and Mr. L.N.V. Subramanian who are all Independent Directors. The Company Secretary is the Secretary of the Committee. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism details of which are available on the Company''s website www.vtmill.com

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Evaluation of the Board of its own performance. Committees of the Board and Individual Directors:

The Board reviewed and evaluated its own performance from the following angles:

* Company Performance

* Strategy and Implementation

* Risk Management

* Corporate ethics

* Performance of the Individual Directors

* Performance of the Committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The Board also evaluated the performance of the above referred Committees and concluded that the Committees continued to operate effectively, with full participation from all members and executive management of the Company. The Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Company''s strategy, and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics and compliance are taken seriously, and there is a good balance between the core values of the Company and the interests of shareholders.

The Directors also expressed their satisfaction in all the above areas considering the Company''s performance in all fronts viz., New Product Development, Sales and Marketing, International business, Employee relations and compliance with statutory requirements.

Related Party Transactions:

During the year, the company has entered into contracts or arrangements with such number of related parties with the approval by the Board of Directors in respect of the following:

1. Sale, purchase or supply of any goods or materials

2. Selling or otherwise disposing of, or buying, property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

The details in respect of the material contracts or arrangements or transactions on arm''s length basis carried on with the related parties have been furnished in ANNEXURE V.

Corporate Social Responsibility Committee:

A Corporate Social Responsibility Committee was constituted on April 24, 2014 with Sri T. Kannan as Chairman and M/s. K. Thiagarajan and RM. Somasundaram, Directors of the Company as Members.

The Committee met once during the year on 25th March, 2015 to finalise the Corporate Social Responsibility Policy. The Policy was approved by the Board on the same day at its meeting. The CSR policy is available on the Company''s website www.vtmill.com.

The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

The Committee considered the social activities as referred in Schedule VII to the Companies Act and recognizes that its operations impact a wide community of the public for imparting education for uplifting the social status of the public. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by various regulatory bodies. Social, environment and ethical matters are reviewed by the Board including the impact such matters may have on the Company''s management of risk.

The Company has finalized the manner of implementation of the CSR Policy and contributed a sum of Rs.27.00 Lakhs to a leading educational institution for development of infrastructure facilities in the Institution. The details of the project, amount of estimates and the contribution to the implementing agency has been shown in Annexure VII.

Nomination and Remuneration Committee:

A Nomination and Remuneration Committee was constituted on April 24, 2014 with Sri RM. Somasundaram as Chairman and M/s. T. Kannan and A. Mariappan as Members. This constitution satisfies the provisions of Section 178 of the Companies Act, 2013. The Company Secretary is the Secretary of this Committee.

The Company''s Remuneration Policy is available on the Company''s website www.vtmill.com and is attached as Annexure VIII and forms a part of this Report of the Directors. The details of terms of reference of the Nomination and Remuneration Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Stakeholders Relationship Committee:

The Shareholders and Investors Grievance Committee was constituted earlier on 26.06.2004. To comply with the requirements of the Companies Act, 2013 and the listing agreements with Stock Exchanges, the name of the Committee was changed to Stakeholders Relationship Committee effective from April 25, 2014. The Members of the Committee are Sri T. Kannan as Chairman and Sri L.N.V. Subramanian as Member. The Company Secretary is the Secretary of the Committee. The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s. Karvy Computer Share Private Limited, the Registrars and Share Transfer Agents of the Company. All requests for dematerialisation and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee approved all activities through Circular Resolutions and all those Circular Resolutions were placed and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies Act, 2013 and the listing agreement with Stock Exchanges. The shares of the Company are listed on the Bombay Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01029. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report.

Auditors:

M/s Peri Thiagaraj & Co., Chartered Accountants, hold office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. Pursuant to the provisions of section 139 of the Companies Act, 2013, the Auditors are proposed to be reappointed for a term of one year, subject to ratification by the Members at the ensuing Annual General Meeting. There are no qualifications or observations or remarks made by the Auditors in their Report.

Secretarial Audit:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr.M.K. Bashyam, Practicing Company Secretary, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure II and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Fixed Deposits:

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

The company does not have any deposit which are not in compliance with the Companies Act, 2013.

Loans, Guarantees and Investments:

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies in such no. of shares in other bodies corporate as referred to in Notes No. 12 and 14 of the Balance Sheet.

In compliance with section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IV and forms a part of this Report of the Directors.

Particulars of Employees:

The prescribed particulars of Employees required under section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI and forms a part of this Report of the Directors.

Annexures forming a part of this Report of the Directors:

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9

IV. Particulars on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

V. Form AOC-2 for material contracts with Related Parties

VI. Ratio of remuneration and Particulars of Employees

VII. CSR Policy and Annual Report on CSR spending

VIII. Remuneration Policy of the Company

IX. Chairman Certificate under Clause 49(II)(E) of Listing Agreement on compliance of Code of Conduct.

Appreciation:

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

For and on behalf of the Board of Directors

Kappalur, Madurai. T.KANNAN April 30, 2015. Chairman

Mar 31, 2014

The Directors have pleasure in preserving their 67th Annual Report along with the audited statements of accounts for the year ended. 31st March, 2014,

PROFITS, DIVIDENDS & RETENTION :

(Rs. in Lakhs) 2013 - 2014 2012-2013

Turnover: l69l5 14318

Profit before Depreciation
Less Depreciation 895 866

Profit after Depreciation 1580 1606

Less ; Provision for Taxation:

Current year 579 405

Deferred Tax (-)97 (-)90

Taxation for earlier years (-)33 59

449 374 Profit after tax 1131 1232

Add Amount brought forward 283 188

Available for appropriation 1414 1420

Appropriation :

Transfer to General Reserve 810 810 interim Dividend @ Rs0.O70 per Share 282

Income Tax cm Interim Dividend 45

327

Dividend & Rs.0.70 per Share 282 -

Income tax on Dividend 48 -

330 -

Retained profit carried forward to the following year 274 283

DIVIDEND:

The Board propose a Dividend of Rs.0.70 per Share (i.e.. 70%) on Equity Share Capital for the year 2013-14.

PERFORMANCE OF THE YEAR AND FUTURE FROSTED TS:

The Slowdown in the Indian economy continued during the year under review too. Your Company''s Sales Turnover for the year 2013-14 increased from Rs.U3.lH Crores to Rs.169.15 Crores However the Grow Profit before depreciation was stagnant at Rs.24.75 Crores. The textile markets witnessed strong demand during the first two quarters of the year under review, There was a marked slowdown in demand thereafter The Year''s performance must he considered satisfactory under these circumstances.

Though the power shortage continues, the Company has been able lo mitigate the same with a "mix of Wind energy and purchase of power from third parties

Your Directors hope that the new Government at the centre will usher the council into a new era of stability arid economic growth. Therefore we look forward to the year with optimism,

FUTURE PLANS:

Your Company continues to he debt free and has adequate resources to embark on new projects. Your Directors are evaluating a plan to invest in a spinning plain as it appears commercially attractive.

AUDITORS:

The present Auditors or the Company M/s. Pert Thiagraj & Co., retire at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR:

In conform it v with the directives of the Central Government, the Company has appointed Shri M.Kannan, Cost Accountant. IV-B. Akshaya Homes. 9-B-20/ Tagore Nagar. Bharathiyar 4th Street, S-S Colony. Madurai - 625016 as the Cost Auditor of the Company u/s. 233B of the Companies Act, 195n for the audit of cost accounts for the cloth manufactured by the Company for the year ended 31.03.2014

For the year ended 31.03,2013. the due date of filing the Cost Audit Report was 30,09.2013 and the actual date of filing the Coat Audit Report was 21.09.2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 <2AA} of the Companies Act, 1936, the Directors would like TO state that:

(i) in the preparation of Annual Accounts For the year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) the Directors had selected such accounting policies and applied them consistent and made judgments and estimates that are reasonable and prudent so as to give a true and Fair view of the stale of affairs of the Company at the end of the Financial year ended 31st March,2014 and of the profit of the Company For that year,

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the pro visions of the Companies Act For safe guarding the assets of the Company and For preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts ongoing concern basis

CORPORATE GOVERNANCE:

The report on Corporate Governance is attached as Annexure-I.

The Company has obtained a Certificate from the Statutory Auditors of the Company Hoarding the compliance of conditions of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement and a copy of the same is annexed.

GENERAL:

The additional particulars required to he given in the Directors'' Report pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, I988 are given in the Annexure-II which Forms part of this report. With regard to particulars of Employees under Section 217(2A) there is no employee drawing salary of more than Rs.5.00.000/ per month or Rs-60,00,000/ per annum,

LISTING;

The Company''s shares are listed with the following two Stock" Exchanges:

1) Bombay Stock Exchange Ltd., Regd. Office: Floor 25. PJ. Towers. Dalai Street. Mumbai-400001.

2) Madras Stock Exchange Ltd.. Exchange Buildings. 11, Second Lint Beach, Chennai -600 001.

The Company has paid listing fee to both stock exchanges tor the Financial Year 2014-2015.

The Directors place on record their appreciation of the continued co-operation received from its Staff. Employees aim the Bankers.

For and tin behalf of the Board of Directors,

Kappalur. Madurai T.KANNAN

April 25. 2014. Chairman

Mar 31, 2013

To the Members of VTM Limited

The Directors present their 66th Annual Report along with the audited statements of accounts for the year ended 31st March, 2013.

PROFITS, DIVIDENDS & RETENTION :

(Rs. in Lakhs) 2012 - 2013 2011 - 2012

Turnover: 14318 11665

Profit before Depreciation (after interest) 2472 1603

Less : Depreciation 866 846

Profit after Depreciation 1606 757

Less : Provision for Taxation:

Current year 405 300

Deferred Tax (-)90 (-)178

Taxation for earlier years 59 8

374 130

Profit after tax 1232 627

Add : Amount brought forward 188 238

Available for appropriation 1420 865

Appropriation :

Transfer to General Reserve 810 490

Interim Dividend @ Rs.0.70 per Share 282

Income Tax on Interim Dividend 45

327

Final Dividend 161

Income Tax on Final Dividend 26

187

DIVIDEND:

The Company paid a Dividend of Rs.0.70 per Share (i.e., 70%) on Equity Equity Share Capital for the year 2012-13. This is to be considered as Final Dividend.

PERFORMANCE OF THE YEAR AND FUTURE PROSPECTS:

There was a perceptible slowdown in India''s economic growth during the year under review. This has set in motion a decelerating trend in demand for various products. However your Company''s Sales Turnover for the year 2012-13 increased to Rs.14,318 Lakhs as against Rs.l 1,665 Lakhs year-on-year. The Gross Profit before depreciation for 2012-13 grew to Rs.2,472 Lakhs from Rs.1,603 Lakhs registering an increase of 54% over the last year. This was possible because of an optimal product mix and installation of additional 30 Airjet looms with ancillary equipments estimated at a cost of Rs.1,014 Lakhs.

The industry continues to face severe power shortage and the cost of generated power out of H.S. Diesel is very prohibitive. Your Company mitigated this high cost with a mix of Wind energy and purchase of power from third parties. As a long term solution we have secured a direct feeder line from TANGEDCO sub station.

The offtake of fabric in the domestic market is encouraging and your Directors hope to obtain better working results in the ensuing year.

FUTURE PLANS:

Your Directors have a proposal to add additional looms to augment production capacity. They are planning to revisit the project on fabric dyeing plant.

AUDITORS:

The present Auditors of the Company M/s.Peri Thiagaraj & Co., retire at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITOR:

In conformity with the directives of the Central Government, the Company has appointed Shri M.Kannan, Cost Accountant, IV-B, Akshaya Homes, 9-B-20/Tagore Nagar, Bharathiyar 4th Street, S.S. Colony, Madurai- 625 016 as the Cost Auditor of the Company u/s. 233B of the Companies Act, 1956 for the audit of cost accounts for the cloth manufactured by the Company for the year ending 31.03.2013.

For the year ended 31.03.2012, the due date of filing the Cost Audit Report was 28.02.2013 and the actual date of filing the Cost Audit Report was 27.12.2012.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) in the preparation of Annual Accounts for the year ended 3 P March 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair bof the Company at the end of the financial year ended 3l''March, 2013 and of the profit of the Company for that year;

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

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

CORPORATE GOVERNANCE:

The report on Corporate Governance is attached as Annexure-I.

The Company has obtained a Certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated in the Clause 49 of the listing agreement and a copy of the same is annexed.

GENERAL:

The additional particulars required to be given in the Directors'' Report pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-II which forms part of this report. With regard to particulars of Employees under Section 217(2A) there is no employee drawing salary of more than Rs.5,00,000/- per month or Rs.60,00,000/- per annum.

LISTING:

The Company''s shares are listed with the following three Stock Exchanges:

1) Bombay Stock Exchange Ltd., Regd. Office: Floor 25, P.J. Towers, Dalai Street,

Mumbai-400 001.

2) Coimbatore Stock Exchange Ltd., CSX Towers,

683-686, Trichy Road, Singanallur, Coimbatore - 641 008.

3) Madras Stock Exchange Ltd., Exchange Buildings,

11, Second Line Beach, Chennai-600 001.

The Company has paid listing fee to all the three stock exchanges for the Financial Year 2013-2014.

The Directors place on record their appreciation of the continued co-operation received from its Staff, Employees and the Bankers. For and on behalf of the Board of Directors,

Kappalur, Madurai. T.KANNAN

April 24, 2013. Chairman

Mar 31, 2012

To the Members of VTM Limited

The Directors present their 65th Annual Report along with the audited statements of accounts for the year ended 31st March, 2012.

PROFITS, DIVIDENDS & RETENTION:

(Rs,in Lakhs)

2011 - 2012 2010 - 2011

Turnover:

Exports (13%) 1574 (14%) 1902

Domestic (37%) 10091 (86%) 11274

Total 11665 13176

Profit before Depreciation (after interest) 1603 2820

Less : Depreciation 846 912

Profit after Depreciation 757 1908

Less: Provision for Taxation:

Current year 300 390

Deferred Tax (178) 228

Taxation for earlier years 8 103

130 721 Profit after tax 627 1187

Add : Amount brought forward 238 114

Available for appropriation 865 1301

Appropriation :

Transfer to Genera] Reserve 490 810

Interim Dividend @ Rs.2,70 per Share - 109

Income Tax on Interim Dividend - 18 - 127

Proposed Dividend 161 109

@ Rs.1.4.00 per Share

Income Tax on Dividend 26 17

- 187 - 126

Retained profit carried/forward to the following year 188 238

DIVIDEND:

Your Directors recommend Dividend at Rs.4.00 per Share (i,e..40%) on Fruity Share Capital for the year 2011-12.

PERFORMANCE OF THE YEAR AND FUTURE PROSPECTS:

The year under review was quite challenging for the textile industry. After having reached record highs in early 2011. cotton prices registered a steep fall of about 40% during the first quarter of the year This in turn set off a chain reaction in the textile markets and prices of fabrics declined by about 30% These were the result of inconsistent policies followed by the Government with regard to raw cotton exports and they did not allow free market frees to have their play and kept on tinkering with policies so as to influence pricing Hopefully this syndrome is behind us and a sense to balance has returned to the markets.

The year under review witnessed erratic power supply position and as we write this report, the power cut in Tamil Nadu is as high as 70% Your Company had to generate in own power and/or procure from 3rd parties at prices 3 times over and above the TANGEDCO prices. These factors had impacted the sales as well as margins adversely.

Your Directors have initiated number of measures to mitigate rising Alost of power and they hope that the power supply situation will get better in the editing year The textile market is showing positive signs and your Directors look forward to better results in the ensuing year.

FUTURE PLANS:

Your Company has turned totally debt free and has each reserves to the tune of Rs.20.00 Crores and your Directors are considering investment avenues so as to maximize returns.

DIRECTOR RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act. I956, the Directors would like to state that:-

i) in the preparation of Annual Accounts for the year ended 31st March 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures:

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

iii) the Directors had taken proper and sufficient cars for the maintenance of adequate accounting records in accordance with the provisions of the Companies And for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern.

CORPORATE GOVERNANCE:

The report on corporate Governance is attached as Annexure-1

The Company has obtained a Certificate from the Statutory Auditors of the bee company regarding the compliance of conditions of Corporate Governance as stipulated in the Clause 49 of the listing agreement and a copy of the same is annexed.

GENERAL:

The additional particulars required to be given in the Directors' report pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 given in the Annexure-II which regard to particulars Employees under Section 2l7[2A) there is no employee drawing salary of more than Rs.5,00,000/- per month or Rs,60,000.000/- per annum.

LISTING:

The Company's shares are Listed with the following three Stock Exchanges:

1) Bombay Stock Exchange Ltd .

Regd Officer : Floor 25, P-J, Towers,

Dalal Street,

Mumbai - 400001.

2) Coimbatore Stock Exchange Ltd..

CSX Towers.

683-686 Trichy Road,

Singanallur, Coimbatore 641008.

3) Madras Stock Exchange Ltd,.

Exchange Buildings. .

11 Second Line Hegch,

Chennai 600 001

The Company has paid listing fee to all the three stock exchanges for the Financial Year 2012-2013.

The Directors wish to place on record the valuable services rendered by Late Shri M.Ananthakrishnan who served on the Board from 17.1.1975 to 2.4.2012.

The Directors place on record their appreciation of the continued co-operation received from its Staff. Employees and the Bankers.

For and on behalf of the Board ol Directors.

Kappalur, Madurai. T.KANNAN

April 25. 2012. Chairman

Mar 31, 2011

The Directors present their 64th Annual Report along with the audited statements of accounts for the year ended 31st March, 2011.

PROFITS, DIVIDENDS & RETENTION :

(Rs. in Lakhs)

2010 - 2011 2009 - 2010

Turnover:

Exports (14%) 1902 (25%) 1965

Domestic (86%) 11274 (75%) 5924

Total 13176 7889

Profit before Depreciation (after interest) 2820 1220

Less : Depreciation 912 766

Profit after Depreciation 1908 454

Less : Provision for Taxation:

Current year 390 190

Deferred Tax 228 (127)

Taxation for earlier years 103 3

721 66

Profit after tax 1187 388

Add : Amount brought forward 114 56

Available for appropriation 1301 444

Appropriation:

Transfer to General Reserve 810 180

Interim Dividend @ Rs.2.70 per Share 109 129

Income Tax on Interim Dividend 18

127

Proposed Final Dividend 109 129 @ Rs.2.70 per Share

Income Tax on Final Dividend 17 21

126 150

Retained profit carried/forward to the following year 238 114

DIVIDEND:

The Company paid an Interim Dividend of Rs.2.70 per Share of Equity Share Capital on 20.01.2011. Your Directors recommend a Final Dividend at Rs.2.70 per Share (i.e., 27%) on Equity Share Capital making a total of Rs.5.40 per Share (i.e., 54%) for the year.

PERFORMANCE OF THE YEAR AND FUTURE PROSPECTS:

The Sales turnover for the current year has increased to Rs. 131.76 Crores from Rs.78.89 Crores during the last year registering an increase of 67%. This is due to improved working efficiency and additional production because of implementation of expansion scheme by installation of 30 looms at a cost of Rs.7.83 Crores during the year.

The Gross Profit before depreciation for the current year 2010-11 has surged to Rs.28.20 Crores i.e., an increase of Rs. 16.00 Crores compared to the last year Gross Profit of Rs. 12.20 Crores. This constitues an all time record.

During the year the textile industry faced challenges and opportunities. The cotton prices have reached an all time high resulting in pushing up yarn prices by over 32%. The power cost has also gone up due to revision in power tariff by 17.5% from 1.8.2010 onwards and the power supply deficit. The Indian Rupee has again appreciated by 4.2% compared to the last year affecting our competitiveness in the global market. The local market exhibited good demand growth and this is a reflection of the growing Indian economy. In spite of certain adverse factors, the Company has been able to increase its profitability because of higher productivity, product positioning and better offtake; which is to be considered as good.

In the Budget for 2011-12, the Government has levied Excise Duty on ready made garments and made-ups which was an unwelcome move to the fabric market. Your Directors feel the market will absorb this levy and the situation will improve before long.

In order to contain the ever increasing cost of power and as a green energy effort your Company during this year has added one Windmill of 2.1 MW at a cost of Rs.11.12 Crores. With this the Company has so far installed Windmills with a capacity of 4.55 MW.

Your Directors have a proposal to install additional looms to augment production capacity. The investment in Windmills is also being contemplated.

FABRIC DYEING PLANT:

The implementation of the project on Fabric Dyeing Plant is getting delayed due to various unavoidable factors that lie outside our control.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of Annual Accounts for the year ended 31st March 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs

of the Company at the end of the financial year ended 31st March, 2011 and of the profit of the Company for that year;

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

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

CORPORATE GOVERNANCE:

The report on Corporate Governance is attached as Annexure-I.

The Company has obtained a Certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated in the Clause 49 of the listing agreement and a copy of the same is annexed.

GENERAL:

The additional particulars required to be given in the Directors Report pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-II which forms part of this report. With regard to particulars of Employees under Section 217(2A) there is no employee drawing salary of more than Rs.5,00,000/- per month or Rs.60,00,000/- per annum.

LISTING:

The Companys shares are listed with the following three Stock Exchanges:

1) Bombay Stock Exchange Ltd., Regd. Office: Floor 25, P.J. Towers, Dalai Street, Mumbai - 400 001.

2) Madras Stock Exchange Ltd., Exchange Buildings, 11, Second Line Beach, Chennai - 600 001.

3) Coimbatore Stock Exchange Ltd., CSX Towers, 683-686, Trichy Road, Singanallur, Coimbatore - 641 008.

The Company has paid listing fee to all the three stock exchanges for the Financial Year 2011-2012.

The Directors place on record their appreciation of the continued co-operation received from its Staff, Employees and the Bankers.

For and on behalf of the Board of Directors,

T. KANNAN Chairman

Kappalur, Madurai. April 18,2011.

Mar 31, 2010

The Directors present their 63rd Annual Report along with the audited statements of accounts for the year ended 31st March, 2010.

PROFITS, DIVIDENDS & RETENTION :

(Rs. in Lakhs) 2009 - 2010 2008 - 2009 Turnover: Exports (25%) 1965 (52%) 4786 Domestic (75%) 5924 (48%) 4428 Total 7889 9214 Profit before Depreciation (after interest) 1220 1083 Less : Depreciation 766 830 Profit after Depreciation 454 253 Less : Provision for Taxation 190 120 Short Provision for Taxation for earlier year 3 - Deferred Tax Liability/Asset (127) (116) 66 4 Profit after tax 388 249 Add : Excess provision for Taxation - 6 MAT Credit Entitlement - 62 Amount brought forward 56 60 Available for appropriation 444 377 Appropriation: Transfer to General Reserve 180 227 Dividend @ Rs.3.20 per Share 129 80 Income Tax on Dividend 21 14 Retained profit carried/forward to the following year 114 56

DIVIDEND:

Your Directors recommend a dividend at Rs.3.20 per Share (i.e., 32%) on Equity Share Capital for the year.

PERFORMANCE OF THE YEAR AND FUTURE PROSPECTS:

The Sales turnover for the current year 2009-10 has declined to Rs.7889 Lakhs from Rs.9214 Lakhs during the last year 2008-09. This is partly due to undertaking job work and partly because of fall in capacity utilisation following imposition of power cut and labour absenteeism. The Gross Profit before depreciation for the current year 2009-10 has marginally gone up to Rs.1220 Lakhs, i.e., an increase of Rs.137 Lakhs compared to the last years Gross Profit of Rs.1083 Lakhs.

This year the textile trade has picked up because of rapid recovery in global market. Exports have remained a challenge owing to steep Rupee appreciation over 12%.

The yarn prices have gone up by nearly 50% without commensurate increase in fabric prices in the domestic market.

The power situation continued to be critical throughout the year.

Despite the above adverse factors, the years working result is, by and large, to be considered satisfactory.

The recovery that has set in fhe last quarter seems, sustainable. Your Directors hope the working results for the year 2010-11 will be better than 2009-10.

FABRIC DYEING PLANT:

Of late, there is an increasing demand for processed fabric as well. Hence your Directors are reviewing the feasibility of implementation of the project on Fabric Dyeing Plant kept in abeyance last year.

Your Directors are planning addition of looms to augment production capacity. Further investment in wind energy is also planned.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of Annual Accounts for the year ended 3 lsl March 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31s March, 2010 and of the profit of the Company for that year;

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

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

CORPORATE GOVERNANCE:

The report on Corporate Governance is attached as Annexure-I.

The Company has obtained a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated in the Clause 49 of the listing agreement and a copy of the same is annexed.

GENERAL:

The additional particulars required to be given in the Directors Report pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-11 which forms part of this report. With regard to particulars of Employees under Section 217(2A) there is no employee drawing salary of more than Rs.2,00,000/- per month or Rs.24,00,000/- per annum.

LISTING:

The Companys shares are listed with the following three Stock Exchanges:

1) Bombay Stock Exchange Ltd., Regd. Office: Floor 25, P.J. Towers, Dalai Street, Mumbai - 400 001.

2) Madras Stock Exchange Ltd., Exchange Buildings, 11, Second Line Beach, Chennai - 600 001.

3) Coimbatore Stock Exchange Ltd., CSX Towers, 683-686, Trichy Road, Singanallur, Coimbatore - 641 008.

The Company has paid listing fee to all the three stock exchanges for the Financial Year 2010-2011.

The Directors place on record their appreciation of the continued co-operation received from its Staff, Employees and the Bankers.

For and on behalf of the Board of Directors. Kappalur, Madurai. T. KANNAN April 30, 2010. Chairman

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