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Sri Ramakrishna Mills (Coimbatore) Directors Report, Sri Ramakrishna Reports by Directors
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Sri Ramakrishna Mills (Coimbatore)

BSE: 521178|ISIN: INE306D01017|SECTOR: Textiles - Spinning - Cotton Blended
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Directors Report Year End : Mar '15    Mar 14
Dear Shareholders,
 
 With a deep sense of sorrow, it is reported that Sri.R.Doraiswami
 Naidu, Chairman of the Company expired on 9th April 2015. The Company
 hereby places on record the distinguished service rendered by
 Sri.R.Doraiswami Naidu who founded the Company, by being at the helm
 of affairs of the company for about 66 years and also the phenomenal
 contribution made by him for the progress of the company during his
 tenure of Directorship / Chairmanship.
 
 Your Directors submit the following Report on the working of the
 Company for the year ended 31.03.2015.
 
 After meeting all working expenses, interest, repairs to machinery and
 buildings, the working results of the company for the year 2014-15 is
 given below :-Financial results:
 
                                                 Year Ended
 
                                           31.03.2015	 31.03.2014
                                                  Rs.	        Rs.
 
 (Loss) before Interest and 
 Depreciation	                         (2,74,43,316)	  (10,53,969)
 
 Less : Interest	                         (4,49,04,680)	(3,23,31,592)
 
 Depreciation	                         (1,23,38,637)	(1,02,13,362)
 
 (Loss) before Exceptional items	         (8,46,86,633)	(4,35,98,923)
 
 Exceptional Item: Surplus on conversion 
 of land into Stock-in-Trade	           6,82,42,005	    85,94,196
 
 (Loss) after Exceptional Item	         (1,64,44,628)	(3,50,04,727)
 
 (DEFICIT) carried over to Balance Sheet	 (1,64,44,628)	(3,50,04,727)
 
 Performance:
 
 The turnover of the Company has come down from Rs.17.30 crores to
 Rs.16.25 crores and the Company has incurred a loss of Rs.1.64 crores
 after charging Interest and Depreciation and the exceptional items.
 This is mainly due to suspension of activity in Tamilnadu and reduced
 utilization in Andhra Pradesh.
 
 There was volatility in cotton price and due to general sluggishness
 of the economy in the Country as well as in the World over, there was
 no pick up in demand. Consequently, much progress could not take place
 in the performance of the company. However, the prospects for textile
 industry looks promising provided a favourable condition prevails in
 the Country due to Governments initiatives.
 
 Future:
 
 The economy is expected to pick up in the coming months due to the
 initiatives taken by the Government. The Company intends to operate
 its plant during the current year to the full capacity, utilizing the
 power available to the maximum extent thereby improve its performance.
 
 Management Discussion and Analysis
 
 In terms of the provisions of Clause 49 of the Listing Agreement, the
 Management Discussion and Analysis is set out in this report. It
 contains an analysis on the Performance of the industry, the Company,
 Internal Control System and Risk management policy.
 
 Board of Directors:
 
 The composition of the Board of Directors of the Company is furnished
 in the Corporate Governance Report annexed to this report. The Company
 has issued a letter of appointment to all independent directors and
 the terms and conditions of their appointment have been disclosed on
 the website of the company. In terms of Section 149 of the Companies
 Act, 2013 (Act), Sri.N.Jothikumar (DIN:00028025) Sri.R.Narayanamurthy
 (DIN:00028158) and Sri.R.Radhakrishnan (DIN:00028190), Independent
 Directors were appointed by the Shareholders at the 67th Annual
 General Meeting (AGM) held on September 29, 2014 for a period of five
 years to hold Office upto 28th September 2019. All the independent
 directors have affirmed that they satisfy the criteria laid down under
 Sec.149(6) of the Act and Clause-49 of the Listing Agreement. Further,
 the Company''s Code of Conduct suitably incorporates the duties of
 independent directors as laid down in the Act.
 
 Retirement by rotation:
 
 Smt. L. Nagaswarna (DIN: 00051610), who has been appointed as a Whole
 time Director, retires by rotation at the ensuing Annual General
 Meeting of the Company, as per the terms of her appointment. The place
 so vacated by her has to be filled up at the same meeting. The
 retiring Director is eligible for re-appointment at the ensuing Annual
 General Meeting. Accordingly, a resolution to this effect is included
 in the Agenda for consideration of members at the ensuing Annual
 General Meeting of the Company.
 
 Board Meetings:
 
 During the year six (6) Board Meetings were convened and held, the
 details of which are given in the Corporate Governance Report. The
 intervening period between two consecutive meetings was within the
 period prescribed under the Act.
 
 Meeting of Independent Directors:
 
 During the year, one separate meeting of independent directors was
 held. All the independent directors were present at this meeting. In
 the said meeting, the independent directors assessed the quality,
 quantity and timeliness of flow of information between the management
 and the Board and expressed that the current flow of information and
 contents were adequate for the Board to effectively perform its
 duties.
 
 Board Evaluation
 
 The evaluation of all the Directors and the Board as a whole was
 conducted based on the criteria and framework adopted by the Board.
 The evaluation process has been framed by the Nomination and
 Remuneration Committee and approved by the Board. A questionnaire
 consisting of certain criteria is adopted for reviewing the
 functioning and effectiveness of the Board and for identifying
 possible areas for improvement. Each Board member is requested to
 evaluate the effectiveness of the Board dynamics and relationships,
 information flow, decision making of the Directors, relationship to
 Stakeholders, Company performance, company strategy and effectiveness
 of the whole Board and its various committees on a scale of one to
 five.
 
 Necessary feed back is provided for improvement in the performance of
 the Directors and the functioning of the overall Board and the various
 committees.
 
 Familiarisation Programme for Independent Directors :
 
 The Company has put in place required programme for independent
 directors to get familiarized with the Organisation and also about
 their duties and responsibilities.
 
 Key Managerial Personnel:
 
 Sri.D.Lakshminarayanaswamy (DIN:00028118), Managing Director,
 Smt.L.Nagaswarna, Wholetime Director (DIN:00051610),
 Sri.S.A.Subramanian and Sri. G. Krishnakumar as Company Secretary and
 Chief Financial Officer respectively constitute Key Managerial
 Personnel of the Company.
 
 Remuneration Policy:
 
 The policy on appointment, remuneration and evaluation criteria for
 Directors and Senior Management is as per the recommendation of the
 Nomination and Remuneration Committee of the Board. The Company
 recognized that Compensation Policy is an important and strategic tool
 in the achievement of vision and goals of the company. It is in
 keeping with the performance of the individuals, internal equity,
 market trends and industry practices, legal requirements and
 appropriate governance standards.
 
 The Nomination and Remuneration Committee recommends the remuneration
 of Directors and Senior Management personnel which is approved by the
 Board of Directors, subject to the approval of shareholders, where
 necessary.
 
 Audit Committee:
 
 In terms of the provisions of Section 177 of the Act and Clause 49 of
 the Listing Agreement, the Audit Committee of the Board was
 reconstituted to act in accordance with the terms of reference
 prescribed therein. Detailed disclosure on compositions, terms of
 reference and meetings of the Audit Committee are furnished in the
 Corporate Governance Report. Statutory Auditors:
 
 The Auditors of the Company M/s.M.S.Jagannathan & Visvanathan were
 appointed at the last AGM to hold Office till the conclusion of 69th
 Annual General Meeting subject to ratification by members at the
 ensuing Annual General Meeting and being eligible offer themselves for
 their continuance as auditors of the company.
 
 Cost Audit:
 
 Ministry of Corporate Affairs (MCA) has vide Notification dated 31st
 December 2014 amended the Companies (Cost Records and Audit) Rules
 2014. Accordingly, the rules apply to the Companies which have
 turnover exceeding the prescribed limits. Since the Company''s
 turnover is less than the prescribed limit, the company is exempt from
 maintenance of Cost Records and Audit thereof.
 
 Secretarial Audit:
 
 Smt.C.Jayanthi, Practising Company Secretary was appointed to conduct
 the Secretarial Audit of the Company for the Financial year 2014-15 as
 required under Sec.204 of the Act, and Rules made thereunder. The
 Secretarial Audit Report for the Financial Year 2014-15 forms part of
 the Annual Report as annexure to the Board''s Report.
 
 The Board has appointed Smt.C.Jayanthi, Practising Company Secretary
 as Secretarial Auditor of the Company for the Financial Year 2015-16.
 
 Internal Auditor :
 
 The Company continues to engage Smt.Sasirekha Vengatesh, Chartered
 Accountants as Internal Auditors of the Company. The scope of work
 includes review of processes for safeguarding the assets of the
 company, review of operational efficiency, effectiveness of systems
 and processes and assessing the strength and weaknesses of internal
 control. Internal Auditors reports are placed before the Audit
 Committee on a regular basis for taking suitable action for
 improvement, wherever required.
 
 Statement of Responsibility of Directors:
 
 As required under section 134 of the Act, it is stated
 
 a. that in the preparation of the annual accounts, the applicable
 accounting standards had been followed alongwith proper explanation
 relating to material departures.
 
 b. that the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company at the end of the financial year (i.e.) 31st
 March 2015 and of the loss of the company for that period.
 
 c. that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 d. that the directors had prepared the annual accounts on a going
 concern basis, and
 
 e. that the Directors had laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and were operating effectively.
 
 f. that the directors had devised proper systems to ensure compliance
 with the provisions of all applicable laws and that such systems were
 adequate and operating effectively. Related Party Transactions:
 
 All contracts / arrangements / transactions entered into by the
 company during the Financial Year with related parties were in the
 ordinary course of business and on arm''s length basis. During the
 year, the company had not entered into any contracts / arrangements /
 transactions with related parties which could be considered material
 in accordance with the policy of the company on materiality of related
 party transactions.
 
 Statement giving details of the Contacts / arrangements / transactions
 with related parties is placed before the Audit Committee and the
 Board of Directors for their approval on quarterly basis.
 
 Corporate Social Responsibility :
 
 Pursuant to Sec.135 of the Act the Company does not satisfy the
 eligibility criteria with regard to networth, turnover and net profit
 and hence the company is not required to comply with the provisions
 relating to CSR.
 
 Fixed Deposits:
 
 As on 31.03.2015, there was no Fixed Deposits lying with the Company.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 earnings & outgo :
 
 The information on the above stipulated under Sec.134(3)(m) of the Act
 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed
 herewith as Annexure-I. Particulars of Directors, Key Management
 Personnel and Employees:
 
 The information required pursuant to Sec.197 of the Act read with
 Rule5 of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules 2014 in respect of Directors, Key Management
 Personnel and employees of the Company are provided in the Annual
 Report.
 
 Corporate Governance
 
 A separate Report on Corporate Governance is attached to this report.
 A certificate from the Auditors of the company confirming compliance
 with the conditions of Corporate Governance as stipulated under Clause
 49 of the Listing Agreement is attached to this report.
 
 Other Disclosures:
 
 a. Details of loan, guarantees and investments under the provisions of
 Sec.186 of the Act are given in the Notes.
 
 b. The internal control systems and its adequacy are discussed in the
 Management Discussion and Analysis annexed to the Directors Report.
 
 c. There was no significant material order passed by the Regulators /
 Courts which would impact the going concern status of the company and
 its future operations.
 
 d. The details forming part of the extract of the Annual Return in
 Form MGT-9 is annexed to the Directors'' Report.
 
 e. The Company has adopted the Whistle Blower Policy for Directors and
 Employees of the Company to report concerns about the unethical
 behaviour, actual or suspected fraud or violation of the Company''s
 Code of Conduct and ethics. The policy is provided pursuant to Clause
 7(iii) of Annexure-XII to the Listing Agreement. It also provides for
 adequate safeguard against victimization of Directors / Employees who
 avail of the mechanism and also provide for direct access to the
 Chairman of the Audit Committee in exceptional cases. The policy is
 also disclosed in the Company''s Website.
 
 f. The Company has adopted a code of conduct for the Board of
 Directors and Senior Management of the company and all of them have
 affirmed compliance of the same.
 
 g. The Company has in place an Anti Sexual Harassment Policy in line
 with the requirements of the Sexual Harassment of Women at the
 Workplace (Prevention, Prohibition & Redressal) Act, 2013. Necessary
 mechanism has been put across the company in this regard to cover all
 the women employees in the company.
 
 h. As contemplated under Clause 49(IX) of the Listing Agreement,
 certificate from MD/CEO Sri.D.Lakshminarayanaswamy & CFO
 Sri.G.Krishnakumar was placed before the Board of Directors at their
 meeting held on 28.05.2015.
 
 i. Pursuant to Sec.134(3)(l) of the Act, there was no significant
 material changes and commitments affecting the financial position of
 the Company has taken place between the end of the financial year of
 the company and the date of Directors'' Report.
 
 General:
 
 As reported earlier, the company proposes to develop the land at
 Ganapathy, in stages and necessary actions are being taken in this
 regard. If, any material development takes place, the same will be
 reported in due course.
 
 Our thanks are due to The South Indian Bank Ltd., for their support
 and assistance to meet our business needs.
 
 The Directors appreciate the services rendered by the Officers, Staff
 and the employees of the Company.
 
 We pray for the Grace of Almighty Sri Jaganatha Perumal for the
 prosperity of the Company.
 
                             For and on behalf of the Board of Directors 
                           of Sri Ramakrishna Mills (Coimbatore) Limited
 
 Place : Coimbatore	                        D. LAKSHMINARAYANASWAMY
 Date : 28.05.2015	                        Chairman of the meeting
Source : Dion Global Solutions Limited
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