The Directors have pleasure in presenting the Twenty Second Annual
Report of your Company and the Audited Statements of Accounts for the
year ended 31st March, 2012.
I. FINANCIAL RESULT:-
DESCRIPTION 2011-12 2010-11
(Rs. in Lakhs) (Rs. in Lakhs)
SALES Domestic 35851 32923
Exports 8240 6371
Total 44091 39294
Operating Profit 4075 5124
Less:- Financial charges 2663 2666
Profit Before Depreciation, 1412 2458
Preliminary/FCCB & GDR expenses
Depreciation, Preliminary/FCCB 1124 1161
& GDR Expenses W/o
Profit Before Exceptional items 288 1297
Exceptional Items 848 (25)
Net Profit/(Loss) Before Tax 1136 1272
Less: Provision for Taxation 199 206
Less: Provision for Deferred Tax 76 299
Profit After Tax 861 767
Add : Balance brought forward 5437 4953
Profit available for appropriation 6298 5720
Add :Transfer from subsidy reserve - 17
Proposed Dividend 113 -
Corporate Dividend Tax 18 -
Transfer to Reserve 300 300
Balance Profit carried to Balance 5867 5437
Earnings per share: (Face Value
Basic (Rs.) 7.65 7.63
Diluted (Rs.) 6.87 4.79
- The Turnover during the year under review was Rs. 440.91 crores as
against Rs. 392.94 crores for the previous year, a growth of 12.21%
over the previous year. Increase in revenue was due to rise in volumes
and prices as well. During the year under review, exports were higher
by 29.34 % at Rs. 82.40 crores.
- Profit before tax was Rs. 11.36 crore as against Rs. 12.72 crores for
the previous year, a decrease of 10.69%.
- The Company had raised funds through GDR issue during March 2011 in
order to part finance the expansion plans and the size of the issue was
2.5 Million GDR @4.50 USD per GDR which was fully subscribed. The fresh
infusion of funds by way of equity would lower the Debt-Equity ratio
and interest cost.
- FCC Bonds which are maturing on 27th April 2011 have been extended by
another 5 years to 26th April 2016. Besides, Bonds carrying 7% YTM got
reduced to 5%YTM. The Company is confident of generating sufficient
cash flows at maturity if the bond holders opt for redemption on due
- The Company has already started constructing its 10 MW captive power
plant project at Pollachi, Tamilnadu, India on EPC basis through M/s
Cethar Vessels Limited, Trichy, Tamilnadu, India. The power plant
project is under construction and progressing well as per the plan. The
project is expected to complete by September 2012. The Company''s power
and fuel cost will get reduced substantially once the project becomes
- The Company installed 1.65 MW windmill of Vestas make at Thungavi
Village, Madathukulam Taluk, Tirupur District, Tamilnadu, India during
the month of October 2010. With this addition, the Company is having
3.30 MW Windmills capacity and its generation is being adjusted in its
FIBC & PP Division.
- Capital Expenditure during the year 2011-12 was Rs. 62.37 crores
primarily on account of installation of 10MW power plant and 60 TPD
ESKP facility at Pollachi for the assets transfered from Pondicherry.
A more detailed discussion is provided in the Management Discussion and
The Board of Directors recommends 10% Dividend absorbing a quantum of
112.50 lakhs on the Equity Shares for the financial year ended 31st
March, 2012. As per the provisions of the Income Tax Act, 1961, no tax
will be deducted at source on dividends distributed. However, the
Company will bear the tax on the dividend distributed, amounting to Rs.
Smt. P. Annammal, Director and Shri K. Palaniappan, Director retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
The Board of Directors thanks the Consortium of Bankers consisting of
State Bank of India (Lead Bank), The Karnataka Bank Limited, The Karur
Vysya Bank Limited, Central Bank of India, Andhra Bank, Union Bank of
India, ICICI Bank Limited and The Shamrao Vithal Co-Operative Bank
Limited, who have supported the Company for the Term Loan & Working
VI. CORPORATE GOVERNANCE:-
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company''s
Shares are listed. The report on Corporate Governance is included as a
part of the Directors'' Report.
A Certificate from the Auditors of the Company regarding Compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is attached to this report.
VII. DIRECTORS'' RESPONSIBILITY STATEMENT: -
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that;
- In the preparation of the annual accounts for the FY. 2011-12, the
applicable accounting standards had been followed and there are no
- Appropriate accounting policies have been selected and applied
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at the 31st March, 2012 and of the Profit of the Company
for the financial year ended 31st March, 2012;
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- The financial statements have been prepared on a going concern basis.
VIII. PUBLIC DEPOSITS:-
The Company had not accepted/invited or held any deposits and does not
hold any deposits from the public.
M/s. MSS SRIRAM & Co., Chartered Accountants, Karur, the Company''s
Auditors, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment. They are recommended for
reappointment. You are requested to appoint the Auditors and fix their
X. COST AUDITOR:-
The Company has appointed Sri. B. Venkateswar, Practicing Cost
Accountant, as the Cost Auditor in terms of Section 233B(2) of the
Companies Act, 1956 to audit the cost records and submit his compliance
report for the year under review to the Central Government.
XI. LISTING WITH STOCK EXCHANGES:-
The Shares of the Company are listed with the following Stock
a) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001.
b) Madras Stock Exchange Limited
Exchange Building, P. B. No. 183, 11, 2nd Line Beach, Chennai - 600
c) Cochin Stock Exchange Limited
MES Dr. P. K.Abdul Gafoor Memorial Cultural Complex, 36/1565, 4th
Floor, Judges Avenue, Kaloor, Cochin-682 017.
d) Coimbatore Stock Exchange Limited
Stock Exchange Building, 683 - 686, Trichy Road, Singanallur,
Coimbatore - 640 005.
The Company has paid the annual Listing fees for the period 2012-2013
to Bombay Stock Exchange Limited, Madras Stock Exchange Limited, Cochin
Stock Exchange Limited while in respect of Coimbatore Stock Exchange,
fees has not been paid, since the demand notice has not been received
The Foreign Currency Convertible Bonds and Global Depository Receipts
of the Company are listed with Luxembourg
Stock Exchange, R.C.B, 6222, B.P 165 L-2011, Luxembourg.
XII. PARTICULARS OF EMPLOYEES:-
Statement Under Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 and forming part
of the Directors'' Report for the year ended 31st March, 2012.
Name Age Designation Remuneration
(in Nature of Including
years) Dues Gratuity
(1) (2) (3) (4)
Shri K.C. Pallanishamy 77 Chairman & 85,96,154
Shri K.C.P Shivraman 38 Joint Managing 85,96,154
Name Experience Date of Particulars
(In years) commencement of last
of Employment Employment
(1) (5) (6) (7)
Shri K.C.Pallanishamy 51 18-01-1991 -
Shri K.C.P Shivraman 20 18-01-1991 -
XIII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:-
Information under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of Board of
Directors), Rules, 1988 and forming part of the Directors'' Report.
The Directors thank the Customers, Bankers, Suppliers and the
Shareholders for their continued support and also recognize the
contribution made by the employees to the Company''s progress during the
year under review.
On Behalf of the Board
K. C. PALLANI SHAMY
Place : Karur
Date : 21st August, 2012