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LGR

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0% found this document useful (0 votes)
47 views47 pages

LGR

Uploaded by

Muthuswamy
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
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Super Spinning Mills Limited

Chairman Mr Vidyaprakash D
Managing Director Mr Sumanth Ramamurthi
Executive Director Mr K R Seethapathy
Board of Directors Mr C S K Prabhu
Mr C R Ramamurthy
Mr D Sarath Chandran
Mr Sudarsan Varadaraj
Mr B Vijayakumar
Mr Vijay Venkataswamy
Company Secretary Mr T V Thulsidass
Auditors M/s Reddy, Goud & Janardhan
Bankers Union Bank of India
State Bank of India
Citibank N A
Andhra Bank
IDBI Bank
ICICI Bank
Registrar and Share Transfer Agent Intime Spectrum Registry Limited
Coimbatore Branch
“SURYA” 35, Mayflower Avenue,
Behind Senthil Nagar, Sowripalayam Road,
Coimbatore-641028
Phone : (0422) 2314792

Registered & Central Office “ELGI TOWERS”, P B 7113,


Green Fields,
737-D, Puliakulam Road,
Coimbatore - 641 045
Contents Tamil Nadu
Notice to Members 2
Phone : (0422) 2311711, 4351711
Fax : (0422) 2311611, 2315111
Directors’ Report and Management 9
E-mail : super@ssh.saraelgi.com
Discussion & Analysis
Internet : www.saraelgi.com
Report on Corporate Governance 13
Mills
Auditors’ Report 21
A & O.E Unit : Kirikera, Andhra Pradesh
Balance Sheet 24 B Unit : Kotnur, Andhra Pradesh
Profit and Loss Account 25 C Unit : D-Gudalur, Tamilnadu
Schedules 26 D Unit : Udumalpet, Tamilnadu
Notes Forming Part of Accounts 31 Super Sara : Beerapalli, Andhra Pradesh
Cash Flow Statement 38 Garment Units : New Tirupur, Thekkalur,
Information to the Shareholders 40
Tamilnadu
2

Notice to the Members

Notice is hereby given that the 46th Annual General 1. Housing : Unfurnished residential accom-
Meeting of the Company will be held on Wednesday, modation will be provided. In its absence, 60% of
the 24 th September, 2008 at 3.00 PM at Ardra the salary will be paid as house rent allowance.
Convention Centre, “Kaanchan”, No.9, North Huzur 2. The following perquisites shall be allowed
Road, Coimbatore - 641 018, to transact the following subject to the maximum of 40% of the salary :
business :
Medical : Reimbursement of medical
Ordinary Business expenses incurred for him and his family.
1. To receive, consider and adopt the following : LTC : Leave Travel Concession for him and
a. The audited Profit and Loss Account for the his family.
year ended 31st March, 2008.
Gas, Water etc : Reimbursement of expenditure
b. The audited Balance sheet as at 31st March,
incurred on gas, electricity, water, furnishing
2008 and
and appliances.
c. The reports of the Directors’ and the Auditors’.
Club fee : For self.
2. To declare a dividend.
Insurance : Health and personal accident
3. To appoint a Director in the place of
insurance cover for him.
Mr C R Ramamurthy, who retires by rotation and
superannuates at the ensuing Annual General 3. He shall also be eligible to the following
Meeting. benefits, which shall not be included in the
4. To appoint a Director in the place of Mr D Sarath computation of the ceiling on the remuneration.
Chandran, who retires by rotation and being a. PF / SAF : Contribution to Provident and / or
eligible, offers himself for re-appointment. Super Annuation Fund and/or Annuity Fund to
5. To appoint Auditors and to fix their remuneration. the extent of either singly or put together are
not taxable under the Income-tax Act, 1961.
Special Business
b. Gratuity : Gratuity payable at the rate not
6. To consider and, if thought fit, to pass with or
exceeding half a month’s salary of each year
without modification, the following resolution
of completed service or at the rate as may be
as an Ordinary Resolution.
modified from time to time as per The Payment
Resolved that in supersession and partial of Gratuity Act, 1972.
modification of the resolution No. 6 passed at the
4. Free use of Company car with driver and
Annual General Meeting held on 29th July, 2005
and pursuant to the provisions of Section(s) 198, telephone at his residence.
269, 309, 310 and other applicable provisions, if Resolved Further that in the event of no profits
any, read with Schedule XIII of the Companies or inadequacy of profits, the remuneration and
Act, 1956, the terms and conditions of the other perquisites payable to Mr K R Seethapathy,
appointment as regards the remuneration of Executive Director, shall not exceed the limits
Mr K R Seethapathy, Executive Director, be and specified in Section II of Part II (A) of Schedule
is hereby amended with effect from 1st November, XIII of the Companies Act, 1956 or such other
2007 as detailed below and his tenure remains limits as may be notified by the Government from
unaltered: time to time as minimum remuneration.
Remuneration Resolved Further that the terms and conditions
I. Salary : Rs.75,000/- per month in the scale of set out for appointment and/or agreements shall
Rs.75,000/- – 6,000/. be altered and varied from time to time by the
II. Allowance : 50% of the salary. Board as it may, at its discretion, deem fit so as
III. Commission : 0.75% of the net profit of the not to exceed the limits specified in Schedule XIII
Company subject to a maximum of Rs.15 of the Companies Act, 1956 or any other
Lakhs and minimum of Rs.5 Lakhs. amendments made there under in this regard.
IV. Perquisites 7. To consider and, if thought fit, to pass with or
In addition to salary and commission, without modification, the following resolution
perquisites shall be allowed as detailed below: as a Special Resolution.
3

Resolved that pursuant to the provisions of Companies Act, 1956 read with Schedule XIII, Mr
Section(s) 198, 269, 309, 310, 316 and other Sumanth Ramamurthi be and is hereby re-
applicable provisions, if any, read with Schedule appointed as Managing Director of the company
XIII of the Companies Act, 1956, Mr for a period of three years effective from
Vidyaprakash D be and is hereby appointed as 01.04.2008, on the following ter ms and
the Executive Chairman of the Company for a conditions :
period of three years with effect from 01.04.2008
Remuneration
on the following terms and conditions. He is also
the Managing Director of Coimbatore Pioneer I. Salary : Rs.1,00,000/- per month in the
Fertilizers Ltd with remuneration. scale of Rs.1,00,000/- – Rs.8,000/-.
Remuneration II. Commission : 1.5% of the net profit of the
company subject to the overall ceiling laid down
I. Salary : Rs.1,25,000/- per month in the scale
in Section(s) 198 and 309 of the Companies Act,
of Rs.1,25,000/- - 10,000/-.
1956.
II. Commission : 1.5% of the net profit of the
III. Perquisites
Company.
In addition to salary and commission, perquisites
He shall also be eligible for the following benefits
shall be allowed as detailed below
which shall not be included in the computation of
the ceiling on the remuneration. 1. Housing : Unfur nished residential
accommodation will be provided. In its
a. PF/SAF : Contribution to Provident Fund and/
absence, 60% of the salary will be paid as
or Super Annuation Fund and/or Annuity Fund
house rent allowance.
to the extent these either singly or put together
are not taxable under the Income Tax Act, 1961. 2. The following perquisites shall be allowed
subject to the maximum of 40% of the salary.
b. Gratuity : Gratuity payable at the rate not
exceeding half a month’s salary of each year Medical : Reimbursement of expenses actually
of completed service. incurred for self and his family.
Resolved Further that in the event of no profits LTC : Leave Travel Concession for self and
or inadequacy of profits, the remuneration payable his family.
to Mr Vidyaprakash D, Executive Chairman, shall Gas, Water etc : Reimbursement of expenditure
not exceed the limits specified in Section II of incurred on gas, electricity, water, furnishing
Part II of Schedule XIII of the Companies Act, and appliances.
1956 or such other limits as may be notified by Club fee : For self.
the Government from time to time as minimum
remuneration. Insurance : Life, Health and personal accident
insurance cover for self.
Resolved Further that the terms and conditions
set out for appointment and/or agreements shall In any year, if the perquisites specified in
be altered and varied from time to time by the Part-III, Sub-clause (2) above, are not availed
Board as it may, at its discretion, deem fit so as in full, the unutilised portion of the limit shall
not to exceed the limits specified in Schedule XIII be carried over for a period of three years.
of the Companies Act, 1956 or any other 3. He shall also be eligible to the following
amendments made there under in this regard. benefits which shall not be included in the
computation of the ceiling on the remuneration.
8. To consider and, if thought fit, to pass with or
without modification, the following resolution a. PF/SAF : Contribution to Provident Fund and/
as a Special Resolution. or Super Annuation Fund and/or Annuity Fund
to the extent these either singly or put together
Resolved that in supersession of the earlier
are not taxable under the Income Tax Act, 1961.
resolution No. 7 passed at the Annual General
Meeting held on 23rd August, 2007 and pursuant b. Gratuity : Gratuity payable at the rate not
to the provisions of Section(s) 198, 269, 309, 310, exceeding half a month’s salary of each year
316 and other applicable provisions, if any, of the of completed service.
4

4. Free use of Company Car with driver and LTC : Leave Travel Concession for him and
Telephone at his residence. his family.
Resolved Further that in the event of no profits Gas, Water etc: Reimbursement of expenditure
or inadequacy of profits, the remuneration and incurred on gas, electricity, water, furnishing
perquisites payable to Mr Sumanth Ramamurthi, and appliances.
Managing Director, shall not exceed the limits Club fee : For self.
specified in Schedule XIII of the Companies Act,
1956 or such other limits as may be notified by Insurance : Health and personal accident
the Government from time to time as minimum insurance cover for him.
remuneration. 3. He shall also be eligible to the following
Resolved Further that the terms and conditions benefits, which shall not be included in the
set out for appointment and/or agreements shall computation of the ceiling on the remuneration.
be altered and varied from time to time by the a. PF / SAF : Contribution to Provident and/or
Board as it may, at its discretion, deem fit so as Super Annuation Fund and/or Annuity Fund to
not to exceed the limits specified in Schedule XIII the extent of either singly or put together are
of the Companies Act, 1956 or any other not taxable under the Income-tax Act, 1961.
amendments made there under in this regard.
b. Gratuity : Gratuity payable at the rate not
9. To consider and, if thought fit, to pass with or exceeding half a month’s salary of each year
without modification, the following resolution of completed service or at the rate as may be
as a Special Resolution. modified from time to time as per The Payment
Resolved that in supersession of the earlier of Gratuity Act, 1972.
resolution No. 6 passed at the Annual General 4. Free use of Company car with driver and
Meeting held on 29th July, 2005 and all subsequent telephone at his residence.
resolutions modifying the terms thereof and
pursuant to the provisions of Section(s) 198, 269, Resolved Further that in the event of no profits
309, 310 and other applicable provisions, if any, or inadequacy of profits, the remuneration and
of the Companies Act, 1956 read with Schedule other perquisites payable to Mr K R Seethapathy,
XIII, Mr K R Seethapathy be and is hereby re- Executive Director, shall not exceed the limits
appointed as Executive Director of the Company specified in Section II of Part II (B) of Schedule
for a period of three years with effect from XIII of the Companies Act, 1956 or such other
01.04.2008 on the following terms and conditions. limits as may be notified by the Government from
time to time as minimum remuneration.
Remuneration
Resolved Further that the terms and conditions
I. Salary : Rs.75,000/- per month in the scale of
Rs.75,000/- – 6000/-. set out for appointment and/or agreements shall
be altered and varied from time to time by the
II. Allowance : 50% of the salary. Board as it may, at its discretion, deem fit so as
III. Commission : 0.75% of the net profit of the not to exceed the limits specified in Schedule XIII
Company subject to a maximum of Rs. 15 of the Companies Act, 1956 or any other
Lakhs and minimum of Rs. 5 Lakhs. amendments made there under in this regard.
IV. Perquisites
10. To consider and, if thought fit, to pass with or
In addition to salary and commission, perquisites without modification, the following resolution
shall be allowed as detailed below : as a Special Resolution.
1. Housing : Unfurnished residential accom- Resolved that subject to the provisions of the
modation will be provided. In its absence, 60% applicable laws, guidelines, rules and regulations
of the salary will be paid as house rent allowance. including the Companies Act, 1956, the Securities
2. The following perquisites shall be allowed Contracts (Regulations) Act, 1956, Listing
subject to the maximum of 40% of the salary : Agreements with Stock Exchanges, the Securities
Medical : Reimbursement of medical expenses and Exchange Board of India (De-listing of
incurred for him and his family. Securities) Guidelines 2003 and the rules framed
5

there under in this regard and subject to such 7. For receiving dividend through Electronic Clearing
other approvals, as may be required from the Service (ECS), in the notified centers, members
Stock Exchanges with which equity shares of the are requested to forward the form attached to the
company are listed and/or any other relevant Annual Report, duly filled in, to the Registrar and
authority, consent of the Company be and is Share Transfer Agent of the Company, M/s Intime
hereby accorded to the Board of Directors of the Spectrum Registry Ltd., Coimbatore Branch or to
company to seek voluntary de-listing of its equity their respective Depository Participants before
shares from the Coimbatore Stock Exchange Ltd., 08.09.2008.
Coimbatore and The Madras Stock Exchange Ltd., 8. The brief profile and other information in respect
Chennai where the Company's equity shares are of Non-Executive Directors seeking re-
presently listed without giving an exit option to appointment are furnished in the Notice.
the shareholders of the region where the aforesaid 9. The company has transferred the unclaimed
Stock Exchanges are situated. dividend to the General Revenue Account of the
Central Government for and up to the financial year
Resolved Further that the Board of Directors of 1994-95. The concerned members may therefore
the company be and is hereby authorised to do submit their claims to the Registrar of Companies,
all such acts, deeds, matters and things, as it Coimbatore (Tamilnadu), Stock Exchange Building,
may in its absolute discretion deem necessary, Singanallur, Coimbatore – 641 005.
desirable or appropriate and make all such 10. The company has transferred the amount of
applications and execute deeds, agreements, unclaimed dividends paid from 1995-96 to 1999-
documents and writings as it may consider 2000 to the Investors Education and Protection
necessary for giving effect to this resolution. Fund of the Central Government as required under
Sections 205A and 205C of the Companies Act,
For and on behalf of the Board 1956.
11. As per the amended provisions of the Companies
Coimbatore Vidyaprakash D
Act, 1956, dividend remaining unclaimed for a
31st May, 2008 Chairman period of 7 years has to be transferred to the
Investors Education and Protection Fund
Notes : established by the Government. Any claim relating
1. EVERY MEMBER ENTITLED TO ATTEND AND to the unclaimed dividend for the financial years
VOTE AT THE MEETING IS ENTITLED TO from 31.03.2001 to 31.03.2007 should be made at
APPOINT A PROXY. SUCH A PROXY NEED the earliest to the company. Once the unclaimed
NOT BE A MEMBER OF THE COMPANY. dividends are transferred to the Investors Education
and Protection Fund, the shareholders cannot claim
2. Instrument appointing a proxy should be the dividend thereafter from the company.
deposited at the registered office of the
12. The company has appointed M/s Intime Spectrum
Company not less than 48 hours before the
Registry Ltd., as Registrar and Share Transfer
commencement of the meeting.
Agent of the Company for carrying out both
3. Members / Proxies should bring the attendance physical and electronic share transfers. All the
slips duly filled and signed for attending the members are requested to forward their share
meeting. transfer deed(s) and other communications directly
4. The explanatory statement in respect of the to its Branch Office at the following address :
special business pursuant to Section 173 of the M/s Intime Spectrum Registry Ltd
Companies Act, 1956 is annexed hereto. Coimbatore Branch
5. The register of members and share transfer books “SURYA” 35, Mayflower Avenue
of the company will remain closed from Behind Senthil Nagar
10.09.2008 to 24.09.2008 (both days inclusive). Sowripalayam Road
6. The dividend, if declared at the meeting, will be Coimbatore-641028, Tamilnadu.
paid to those members whose names appear in Phone : (0422)2314792 Fax:(0422)2314792,
the Register of Members as on 24.09.2008. E-mail : Coimbatore@intimespectrum.com
6

Explanatory Statement pursuant to the provisions Statement of Information to be provided under


U/s 173(2) of the Companies Act, 1956 Section II, Part II (B) of Schedule XIII of the
Companies Act, 1956
Item No. 6
I. General Information
In view of the present managerial remuneration trends
in the industry for professionals and the contribution Nature of Industry : Textiles
of the Executive Director Mr K R Seethapathy towards Date or expected date of commencement of
the growth of the company, it has been proposed to commercial production : Not applicable
enhance the remuneration and other perquisites In case of new companies, expected date of
payable to him with effect from 1st November, 2007. commencement of activities as per project
The company needs the approval of the shareholders approved by financial institutions appearing in the
for the above change and hence this resolution. prospectus : Not applicable
None of the Directors except Mr K R Seethapathy is Financial performance based on given indicators:
interested in the resolution. Particulars 2007-08 2006-07
(Rs. Lakhs) (Rs. Lakhs)
Item No. 7
Sales and Other Income 40012 40522
At the meeting of the Board of Directors of the
Profit before tax and
company held on 16th April, 2008, it was resolved to depreciation 2834 4525
appoint Mr Vidyaprakash D, as Executive Chairman
Profit after tax 172 1427
of the Company for a period of three years with
effect from 1 st April, 2008, and also pay him Paid up Equity Capital 550 550
remuneration approved by the remuneration Reserves and Surplus 11743 12067
committee, in accordance with the provisions of the Basic Earnings per share 0.31 2.6
Companies Act, 1956, on the terms and conditions
Export performance and net foreign exchange
set out in the resolution. As per Section 269 read collaborations : Export turn over amounts to
with Schedule XIII of the Companies Act, 1956, the Rs.121 Crores Foreign currency expenditure is
appointment and remuneration shall be subject to Rs. 29 Crores and the company has a positive
the approval of the shareholders of the company in foreign currency inflow of Rs. 92 Crores.
general meeting. Hence, the resolution is placed for
Foreign investments and collaborators, if any :
your approval.
Not applicable
None of the Directors, except Mr Sumanth
Ramamurthi and Mr Vidyaprakash D is interested in II. Information about the Appointee:
this resolution. Back ground details : Mr Sumanth Ramamurthi
aged 48 years is an industrialist, having more
Item No. 8 than two decades of experience in the Textile and
The Board of Directors of the company at their Engineering industries and is a Director on the
meeting held on 16th April, 2008 decided to re-appoint Board of ten other Public Limited Companies. He
Mr Sumanth Ramamurthi as Managing Director of has a B.S Degree in Electrical Engineering from
the Company for a period of three years with effect the University of Missouri, USA.
from 1 st April, 2008, at a revised remuneration Past remuneration : Rs. 2,00,000/- per month with
approved by the remuneration committee in annual increment of Rs. 20,000/- and Commission
accordance with the provisions of the Companies 2% of net profit plus allowances and perquisites.
Act, 1956 on the terms and conditions set out in the
resolution. As per Section 269 read with Schedule Recognition or awards : –
XIII of the Companies Act, 1956, the appointment Job profile and his suitability : The Managing
and remuneration shall be subject to the approval of Director personally oversees the operations of the
the shareholders of the company in general meeting. Company. Mr Sumanth Ramamur thi is a
Hence, the resolution is placed for your approval. technocrat having over two decades of experience
None of the Directors, except Mr Sumanth in the textile and engineering industries.
Ramamurthi and Mr Vidyaprakash D, as relatives are Remuneration Proposed : Rs.1,00,000/- per month
interested in the resolution. with an annual increment of Rs. 8,000/- and
7

Commission 1.5% of net profit plus Allowances over which accrued and over which exercisable :
and perquisites. Company has not issued any Stock option
Comparative remuneration profile with respect to The Company has not defaulted in repayment of
industry, size of the company, profile of the position any of its debts or debentures and public deposits.
and person : Salary to be given is at par with the The Board of Directors and the remuneration
industry standards. committee recommend the passing of the resolution.
Pecuniary relationship directly or indirectly with Item No. 9
the company or relationship with the managerial
At the meeting of the Board of Directors of the
personnel, if any : Mr Sumanth Ramamurthi is
Company held on 16th April, 2008, it was resolved to
related to Mr Vidyaprakash D, the Chairman of
re-appoint Mr K R Seethapathy as Executive Director
the Company. of the Company for a period of three years with effect
III. Other Information from 1st April, 2008 and also pay him remuneration
approved by the Remuneration Committee, in
Reasons of loss or inadequate profits : The high
cost of raw material, lower value realization for accordance with the provisions of the Companies Act,
yarn and appreciation in the value of the Indian 1956 on the terms and conditions set out in the
rupee have affected the Company’s operating resolution. As per Section 269 read with Schedule XIII
performance resulting in inadequacy of profits. of the Companies Act, 1956, the appointment and
remuneration shall be subject to the approval of the
Steps taken or proposed to be taken for
shareholders of the company in general meeting.
improvement : The Company has made efforts to
Hence, the resolution is placed for your approval.
increase yarn realization through productivity and
cost control measures. It has also identified and None of the Directors except Mr K R Seethapathy is
implemented strategies to improve sales and interested in the resolution.
profitability by focusing on niche products for the Statement of Information to be provided under
export market. Section II, Part II (B) of Schedule XIII of the
Expected increase in productivity and profits in Companies Act, 1956
measurable terms : The Company expects to see I. General Information
a growth in turnover of at least 10% and
proportionate increase in profitability over the Nature of Industry : Textiles
previous year as a result of these measures. Date or expected date of commencement of
IV. Disclosures commercial production : Not applicable
In case of new companies, expected date of
The shareholders of the company shall be
commencement of activities as per project
informed of the remuneration package of the
approved by financial institutions appearing in the
managerial person : Disclosed
prospectus : Not applicable
The following disclosures have been mentioned
Financial performance based on given indicators :
in the Board of Directors report under the heading
Corporate Governance attached to the annual Particulars 2007-08 2006-07
report: (Rs. Lakhs) (Rs. Lakhs)
All elements of remuneration package such as Sales and Other Income 40012 40522
salary, benefits, bonuses, stock options, pension, Profit before tax and
etc., of all the directors : Disclosed in the Report depreciation 2834 4525
on Corporate Governance
Profit after tax 172 1427
Details of fixed component and performance linked
Paid up Equity Capital 550 550
incentives along with the performance criteria :
Disclosed Reserves and Surplus 11743 12067
Service contracts, notice period, severance fees : Basic Earnings per share 0.31 2.6
Disclosed Export performance and net foreign exchange
Stock option details, if any, and whether the same collaborations : Export turn over amounts to
has been issued at a discount as well as the period Rs. 121 Crores. Foreign currency expenditure is
8

Rs. 29 Crores and the Company has a positive IV. Disclosures


foreign currency inflow of Rs. 92 Crores. The shareholders of the company shall be informed
Foreign investments and collaborators, if any : of the remuneration package of the managerial
Not applicable person : Disclosed
II. Information about the Appointee The following disclosures have been mentioned in
Back ground details : Mr K R Seethapathy aged the Board of Directors repor t under the
52 years has been working with the Company heading Corporate Governance attached to the
since 1981 and has been the Executive Director annual report :
since 2004. He has more than 27 of experience All elements of remuneration package such as
in the Textile Industry and has contributed salary, benefits, bonuses, stock options, pension,
significantly to the Company’s growth. He has B etc., of all the directors : Disclosed in the Report
Sc and MBA Degrees and serves as a Director in on Corporate Governance.
four other Companies.
Details of fixed component and performance linked
Past remuneration : Rs. 34,000/- per month with
incentives along with the performance criteria :
an annual increment of Rs. 4,000/- and Commission
Disclosed
0.5 % of net profit Plus Allowances and perquisites.
Recognition or awards : – Service contracts, notice period, severance fees :
Disclosed
Job profile and his suitability : The Executive
Director assists the Managing Director in handling Stock option details, if any, and whether the same
the day to day operations of the Company under has been issued at a discount as well as the
the overall guidance of the Chairman. He has 27 period over which accrued and over which
years experience in the textile industry. exercisable : Company has not issued any Stock
Remuneration Proposed : Rs.75,000/- per month option
with an annual increment of Rs. 6,000/- and The Company has not defaulted in repayment of
Commission 0.75 % of net profit plus allowances any of its debts or debentures and public deposits.
and perquisites. The Board of Directors and the remuneration
Comparative remuneration profile with respect to committee recommend the passing of the
industry, size of the company, profile of the position resolution
and person: Salary to be given is at par with the
industry. Item No. 10
Pecuniary relationship directly or indirectly with The shares of the Company are listed on four Stock
the company or relationship with the managerial Exchanges at present viz., Bombay Stock Exchange
personnel, if any : No relationship Ltd., National Stock Exchange of India Ltd., Madras
III. Other Information Stock Exchange Ltd and Coimbatore Stock Exchange
Ltd. There is no trading activity in the Madras and
Reasons of loss or inadequate profits : The high
Coimbatore Stock Exchanges. As both the NSE and
cost of raw material, lower value realization for
BSE have nation wide terminals, investors have
yarn and appreciation in the value of the Indian
access to online trading in equity shares of the
rupee have affected the Company’s operating
Company. It is now proposed to de-list the equity
performance resulting in inadequacy of profits.
shares of the Company at an appropriate time in
Steps taken or proposed to be taken for future, from Madras Stock Exchange Ltd and
improvement : The Company has made efforts to Coimbatore Stock Exchange Ltd. The proposed de-
increase yarn realization through productivity and listing will not affect the investors adversely, as the
cost control measures. It has also identified and Company's shares will continue to be listed on BSE
implemented strategies to improve sales and
and NSE. The consent of the members by way of a
profitability by focusing on niche products for the
special resolution is required for the purpose of de-
export market.
listing. Hence the resolution is placed for your
Expected increase in productivity and profits in approval.
measurable terms : The Company expects to see For and on behalf of the Board
a growth in turnover of at least 10% and
proportionate increase in profitability over the Coimbatore Vidyaprakash D
previous year as a result of these measures. 31st May, 2008 Chairman
9

Directors’ Report & Management Discussion & Analysis

To the Members, Rupee against the U.S Dollar have all adversely affected the
Your Directors present the 46th Annual report together with Textile industry in general and the business of your Company
the audited statement of accounts for the financial year ended during the year under review.
31st March 2008. Production at the newly established Super Sara Unit at
FINANCIAL RESULTS 31.03.2008 31.03.2007 Beerapalli Village, Hindupur, Andhra Pradesh with an installed
Rs. Lakhs Rs. Lakhs capacity of 30,576 spindles has stabilized in the last quarter
Sales 39215.27 40378.77 of the year under review and your Directors’ expect that the
Unit would contribute significantly to the overall profitability
Other Income 796.73 143.18 of the Company in the ensuing year. The overall installed
Increase/(Decrease) in capacity of the company at present is 1,77,000 Spindles.
stock of finished goods 314.87 272.72
Industry Conditions
Total Income 40326.87 40794.67
The Indian textile industry is presently going through a
Operating Profit 4609.94 5981.31
challenging phase. The drastic increase in the price of cotton,
Less : Interest 1775.79 1456.51 high freight and power costs and currency volatility are
Gross Profit 2834.15 4524.80 matters of serious concern. There is intense pressure to
maintain our position in the International markets in the face
Less : Depreciation 2449.23 2300.58
of stiff competition from other regional players. However
Profit before tax 384.92 2224.21 confidence in the Indian textile and apparel industry remains
Less : Provision For Taxation 48.00 720.00 very high and India continues to be a preferred source of
Less : Deferred Tax 92.43 43.01 quality products for the global markets. Besides, there is also
a greater awareness within the Industry on the need to focus
Less : Fringe Benefit Tax 30.00 19.00 on the growing domestic market. The Government of India,
Profit After Tax 214.49 1442.20 on its part, has continued to provide TUF subsidies and other
Less : Prior Year Expenses 13.24 3.44 promotional supports to further strengthen and encourage
the growth of the Textile sector.
Less : Taxes relating to earlier years 29.38 11.42
Net Profit 171.86 1427.35 Opportunities, Risks and Concerns
Add : Balance Brought Forward 1102.07 1196.72 The increased purchasing power and liberal spending
patterns of the young and growing Indian population holds
Profit available for appropriation 1273.93 2624.07
tremendous promise for the Textile Industry. The ongoing
APPROPRIATIONS expansion in the retail sector has also opened up new
avenues for the growth of this sector.
Proposed dividend 82.50 275.00
Sourcing of high quality textile products from India by
Tax on dividend 14.05 47.00
international buyers shall continue to be a vital source of
General Reserve 17.20 1200.00 revenue in the coming years. However competition from other
Balance Carried Forward 1160.18 1102.07 low-cost producer countries has the potential to affect
1273.93 2624.07 profitability in this segment.
The unchecked rise in the prices of commodities, especially
Dividend cotton and fuel are also major areas of concern. These and
Your Directors recommend a dividend of 15% absorbing a other factors such as spiralling inflation and a hardening
sum of Rs. 96.55 Lakhs, including tax. interest rate regime could have a cascading effect on the
economy as a whole and the textile trade also.
Operations
Your Directors wish to present the operating results of your Company outlook
Company for the fiscal year ended 31st March 2008. During The demand for the Company’s products in overseas and
the year under review your Company registered sales of Rs. domestic markets is stable and better performance is
39215 Lakhs and the net profit before tax stood at expected during the current year. In general, conditions
Rs. 385 Lakhs. Sale of yarn in the domestic market has been affecting the economy could also put pressure on the margins
maintained at the same level as in the previous year and of your company. However the company has put in place
there was an increase in the quantum of exports but value plans to maximise the opportunities for growth by becoming
realization has been lower. a preferred supplier of yarn and fabric to major international
The general downtrend in the textile industry has had an brands. The garment business will fully realise its potential
impact on the performance of your Company. Higher input and is expected to contribute to the company’s growth in the
costs, low margins and significant appreciation of the Indian coming years.
10

Shri L G Ramamurthi Mr S Jeyaraman, Director of the company resigned from his


Directorship of the company with effect from 16.04.2008. The
We deeply regret to infor m the members about
Board expresses its appreciation for the services rendered
the sad demise of our beloved Chairman Emeritus
by Mr S Jeyaraman towards the growth of the company.
Shri L G Ramamurthi on 13th May, 2008. Shri L G Ramamurthi
was the guiding force of the Company ever since he took Mr D Sarath Chandran, Director retires by rotation at
over as Chairman in 1993. He played a major role in shaping the ensuing Annual General Meeting and offers himself for
the growth and development of the Company . re-appointment.
His vision of a fully integrated company encompassing all Mr C R Ramamurthy, Director retires by rotation and
spheres from “Field to Fashion” laid the foundation for the superannuates at the ensuing Annual General Meeting.
Company’s present preeminence in the Textile industry in The particulars of the Directors proposed to be appointed or
Southern India. re-appointed are given in the Repor t on Cor porate
He has been a pioneer in the development of Organic Cotton Governance of this Annual Report.
and his extensive interest in the Agri business has taken the Internal Control System
company into niche areas of Organic Textiles business. His
initiative has led the Company to foray into a comprehensive The fully integrated SAP – ERP system implemented by the
“Integrated Cotton Cultivation program” which has benefited company has stabilized during the year. Periodic reviews are
the farming community at large. being carried out for identification of control deficiencies and
formulation of time bound action plans to improve efficiency.
His varied interests in Engineering sector has led to the The Audit Committee reviews the adequacy of internal control
establishment and growth of various industrial enterprises systems on a quarterly basis.
within the Elgi Group.
He was associated with numerous Sports, Cultural and Recognition and Reward
Educational institutions. His philanthropic activites has led Your Directors are glad to inform that Super A unit of the
to the establishment of Colleges and Schools. He founded Company was placed 10th in productivity in the Techno Facts
the LRG Naidu Educational Trust, LRG Ranganayakiammal Award of SIMA.
Charities Trust to serve the poor and needy. Super B unit has received the Best “TPM” Practices Award
The Board places on record its highest appreciation of from ABK – AOTS DOSOKAI, Chennai and “CGQC” Excellent
the contribution and invaluable services rendered by Shri and BAR Excellent Awards for Excellence at State level for
L G Ramamurthi to the growth of your company. October, 2007 from “QCFI”, Hyderabad and Excellence at
National level for December, 2007 from “QCFI”, Kolkata
Directors respectively and was placed 8th in productivity in SIMA’s
Due to reasons of ill health Mr L G Ramamurthi had resigned Techno Facts Award.
from his position as Executive Chairman of the Company Similarly Super C unit of the company has received the First
with effect from 31.03.2008. The Board of Directors, very Prize for Best “5S” Practices award from ABK – AOTS
reluctantly accepted the resignation of Mr L G Ramamurthi DOSOKAI, Chennai and the Quality Circle Merit Award from
and appointed him as Chairman Emeritus of the company QCFI, Chennai and was placed 6th in productivity in SIMA’s
from 01.04.2008. He continued as Director and Chairman Techno Facts Award. The unit also received the “SA-8000”
Emeritus until his demise on 13.05.2008. Certification for Social Accountability from BVQI.
The Board has appointed Mr Vidyaprakash D, as Executive
Foreign Exchange earnings
Chairman of the Company with effect from 1st April, 2008 for
a period of 3 years and the approval for the appointment and Your company has generated foreign exchange earnings of
payment of remuneration to him is sought to be obtained Rs.12139.22 Lakhs through Exports. The foreign exchange
from the shareholders at the ensuing Annual General Meeting. utilized during the year amounted to Rs.2914.13 Lakhs
towards purchase of raw material, machinery, spares, etc.,
The Board has re-appointed Mr Sumanth Ramamurthi as resulting in a positive inflow of Rs.9225.09 Lakhs.
Managing Director of the company with effect from 1st April,
2008 for a period of 3 years and the approval for the Fixed Deposits
appointment and payment of remuneration to him is sought
38 Fixed Deposits amounting to Rs.14.46 Lakhs remained
to be obtained from the shareholders at the ensuing Annual
unclaimed as on 31st March 2008. Subsequently 2 deposits
General Meeting.
amounting to Rs. 0.5 Lakhs have been claimed and repaid.
The Board has re-appointed Mr K R Seethapathy as Executive
Auditors
Director of the Company with effect from 1st April, 2008 for a
period of 3 years and the approval for the appointment and M/s.Reddy, Goud & Janardhan, the auditors of the Company
payment of remuneration to him is sought to be obtained retire at the ensuing Annual General Meeting and have given
from the shareholders at the ensuing Annual General Meeting. their consent for re-appointment.
11

Personnel Relations iii. Proper and significant care has been taken for the
Staff and Labour relations during the year at all units of the maintenance of adequate accounting records in
company continued to be cordial. accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the company and for
Statutory Information preventing and detecting fraud and other irregularities.
A statement showing the details of employees under Section iv. The annual accounts have been prepared on a going
217(2A), particulars of technology absorption under Section concern basis.
217(1) (e) of the Companies Act, 1956 and a report on
corporate governance are enclosed and form part of this Acknowledgement
report. Your Directors wish to thank the Company’s Bankers,
Directors Responsibility Statement u/s. 217 (2AA) Financial Institutions, Customers and Suppliers for their
unstinted support and co-operation.
Your Directors have taken necessary steps to ensure that :
Your Directors wish to place on record their deep sense of
i. All applicable accounting standards have been followed appreciation for the tremendous confidence reposed by the
in the preparation of annual accounts. shareholders in the Company.
ii. All the necessary accounting policies have been adhered The Board of Directors also wishes to thank the employees
to and all necessary adjustments and estimates that are at all levels for their excellent support and contribution made
reasonable and prudent so as to give a true and fair view by them.
of the state of affairs of the company as at the end of
financial year and of the profit of the company for the
period. For and on behalf of the Board
Coimbatore Vidyaprakash D
31st May, 2008 Chairman

Annexure to the Directors Report and Management discussion & Analysis

A. Conservation of Energy B. Research & Development


Installation of preferential start up modules in Ring Research and Development activities are currently focussed
Frames, TFO’s, Modification of Airlines system on various spinning processes including the ginning and
for compressors for different machines, Air leakage TFO processes. Investigations have resulted in improved
arresting scheme by providing suitable one touch processes and designs. The degree of commercial
fittings resulted in significant reduction in power advantage obtainable is being investigated.
consumption.
C. Technology Absorption, Adaptation and Innovation
In addition the periodic measures taken in humidification
depar tment contributed to reduce the power cost The effectiveness of Auto doffing in ring frames towards
appreciably. minimisation of doffing team is under observation.
12

FORM - A – CONSERVATION OF ENERGY ( CONSOLIDATED FOR ALL SPINNING UNITS )


AS PRESCRIBED IN FORM A

a. Power & Fuel Consumption 31.03.2008 31.03.2007


1. Electricity
(a) Purchased
Units in Lakhs 1017.6 786.1
Total amount in Rs. Lakhs 3150.6 2197.2
Rate per unit in Rs. 3.1 2.8
(b) Own generation
(i) Through Diesel Generator
Units in Lakhs 16.2 15.0
Units per litre of diesel oil 3.4 2.7
Total amount in Rs. Lakhs 166.4 261.1
Cost per unit in Rs. 10.3 17.4
(ii) Through Windmill generation
Units in Lakhs 60.6 73.4
Total amount in Rs. Lakhs 155.6 198.1
Rate per unit in Rs. 2.6 2.7
2. Other fuels are not used

b. Consumption per unit of production


(Production of various counts has been converted
to the standard count of 40s)
Electricity (in units) per kg. 5.6 5.7

Annexure to the Directors’ Report showing the Particulars of Employees pursuant to


the provisions of Section 217 (2A) of the Companies Act, 1956.
Sl. Name Age Qualification Designation Nature of duties Gross Date of com- Previous
No. & experience remune- mencement of Employment
(years) ration (Rs.) Employment
1. Mr L G Ramamurthi 78 DAE (45) Chairman Duties pertaining 2,724,000 01.04.1993 Elgi Equipments
to the office of Ltd.,
the Chairman Coimbatore
2. Mr Sumanth Ramamurthi 48 BS ELECL Managing Management of 2,724,000 01.04.1992 Festo Elgi
ENGG (17) Director the Company Pvt Ltd.,
Coimbatore
Note : 1. Chairman and Managing Director are appointed for a period of 5 years at a time.
2. Gross remuneration includes Salary, Allowances, Company’s contribution to Provident and Superannuation Funds and expenditures
incurred by the Company for other facilities.
3. Mr L G Ramamurthi, Mr Sumanth Ramamurthi and Mr Vidyaprakash D are relatives.
13

Report on Corporate Governance

Company’s philosophy on code of governance


Company shall adopt self Governing Corporate Governance model to adhere to all the rules and regulations
of the statutory authorities. It shall also discharge its duties, regularities and obligation in a fair and transparent
manner with the object of maximising the value of the stakeholders namely shareholders, employees, financial
institutions, suppliers and business partners.
Board of Directors - Composition, Category and Attendance
The Board comprises of Eleven Directors including three Executives, Non-Executive and Independent Directors.
During the year 2007-08, five Board Meetings were held on 23.05.2007, 30.06.2007, 28.07.2007, 29.10.2007
and 31.01.2008
No. of other Committee in Whether
No. of Board
companies in which he is a attended the
Name Category Meetings
which he is a Member / AGM held on
attended
Director Chairman 23.08.2007
Mr L G Ramamurthi Promoter and 10 2/Nil Nil No
Chairman* Executive
Mr Sumanth Ramamurthi Promoter and 10 Nil/Nil 5 Yes
Managing Director Executive
Mr K R Seethapathy Non-Promoter and 4 Nil/Nil 5 Yes
Executive Director Executive
Mr S Jeyaraman ** Independent and 1 2/Nil 5 Yes
Non-Executive
Mr C S K Prabhu Independent and 3 4/4 5 Yes
Non-Executive
Mr C R Ramamurthy *** Independent and 1 2/Nil 5 No
Non-Executive
Mr D Sarath Chandran Independent and 7 3/Nil 5 No
Non-Executive
Mr Sudarsan Varadaraj Independent and 19 3/Nil Nil No
Non-Executive
Mr Vidyaprakash D **** Independent and 3 1/Nil 5 Yes
Non-Executive
Mr B Vijayakumar Independent and 15 1/Nil 2 No
Non-Executive
Mr Vijay Venkataswamy Independent and 5 2/1 5 Yes
Non-Executive
* Resigned from his position as Executive Chairman of the company with effect from 31.03.2008 and continued as
Director and Chairman Emeritus with effect from 01.04.2008 until his demise on 13.05.2008.
** Resigned from his Directorship and Membership in Audit and Remuneration Committees with effect from 16.04.2008.
*** Superannuates at the ensuing Annual General Meeting to be held on 24.09.2008.
**** Appointed as Executive Chairman with effect from 01.04.2008.

Relationship of Directors inter-se

Director Related Director(s) Relationship inter-se


Mr L G Ramamurthi Mr Sumanth Ramamurthi Son
Mr Vidyaprakash D Daughter’s Husband
Mr Sumanth Ramamurthi Mr L G Ramamurthi Father
Mr Vidyaprakash D Sister’s Husband
Mr Vidyaprakash D Mr L G Ramamurthi Wife’s Father
14

A brief resume in respect of the proposed Profile of the Managing Director


appointment and re-appointment of Directors is Mr Sumanth Ramamurthi is an industrialist having
given below in terms of Clause 49 of the Listing more than two decades of experience in the textile
Agreement. and engineering industries. He has played a vital
Profile of the retiring Directors role in the growth of the organisation. He has been
Mr C R Ramamurthy is associated with the company instrumental in taking major policy decisions and
since 1982. He has more than two decades of ensuring effective implementation of the business
experience in the Textile Industry. Since he has strategies of the company. He is a member of several
attained the age of 70 he will superannuate at the social clubs.
ensuing Annual General Meeting. Other Directorships :
Other Directorships : Vaishnavi Garments (P) Ltd Elgi Electric and Industries Ltd
Details of shares held : 26670 Equity shares of Elgi Ultra Industries Ltd
Re.1/- each. Precot Meridian Ltd
Committee position in other public Companies : Nil Sara Elgi Insurance Advisory Services Pvt Ltd
Mr D Sarath Chandran was inducted to the Board Elgi Software and Technologies Ltd
of the company in 1975. He has more than three Super Farm Products Ltd
decades of experience in the textile industry. Elgi Building Products Ltd
Sara Elgi Industrial Research and Development Ltd
Other Directorships : Super Sara Textiles Ltd
Precot Meridian Ltd Kakatiya Textiles Ltd
Suprem Textiles Processing Ltd
Pricol Ltd Committee position in other public Companies :
Kakatiya Textiles Ltd
Vantex Ltd
Multiflora Processing (Coimbatore) Ltd Shareholders Committee - Member
Precot Meridian Energy Ltd Profile of the Executive Director
Details of shares held : 11710 Equity shares of Mr K R Seethapathy has been working with the
Re.1/- each. Company since 1981. He is having more than 27
Committee position in other public Companies : years of experience in the textile industry. During his
Pricol Ltd service he has held various positions and is presently
Shareholders/Investor Relations - Member the Executive Director of the Company. He has
Precot Meridian Ltd attended many cotton conferences and traveled
Investors Relations - Member extensively in Europe and Far East Asia for business
purposes. During 1999, he has attended a training
Profile of the Executive Chairman
program at “Texas International Cotton School” at
Mr Vidyaprakash D, was inducted into the Board of USA. He has contributed significantly in cotton
the company in 1982. He has more than 26 years of purchase and in developing new export markets. He
experience in the textile and engineering industries. has played a vital role in the Company’s venture into
He is vastly experienced in automotive, agriculture, yarn processing, garments, cottonseed development
ferrous and non-ferrous castings business, machine and integrated cotton cultivation activities.
tool assembly and export sales in European Union.
Currently he is the Managing Director of Coimbatore Other Directorships :
Pioneer Fertilizers Ltd, a leading manufacturer of Sara Trading and Industrial Services Ltd
phospatic fertilizers in South India. He is SSP Sara Elgi Arteriors Ltd
Advisory Committee Member, FAI (N Delhi), Member Sara Elgi Envirotech Ltd
Advisory Committee - Tamil Nadu Agri. He is a Super Sara Textiles Ltd
Managing Trustee of ‘GRD Foundations’ and Trustee Committee position in other public Companies : Nil
of ‘Sri Gopal Naidu Educational Trust’ and administers
both the matric schools. Committees of the Board
Other Directorships : Audit Committee
Coimbatore Pioneer Fertilizers Ltd The Audit Committee has been constituted as per
Elgi Electric and Industries Ltd Section 292A of the Companies Act, 1956, and the
Prashanth Textiles Ltd Guidelines set out in the Listing Agreement with the
Committee position in other public Companies : Nil Stock Exchanges. The terms of reference include-
15

❖ Overseeing financial reporting processes. The Company’s Remuneration Committee is


❖ Reviewing periodic financial results, financial consisting of 4 independent Directors, Chaired by
statements and adequacy of internal control Mr C S K Prabhu. The Remuneration Committee
systems. meetings were held on 25.10.2007 and 16.04.2008.
❖ Discussion with the Auditors about the scope of
audit including their observations. Name of the Member No. of Meetings
❖ Approving internal audit plans, reviewing the Attended
functions and periodic audit reports. Mr C S K Prabhu 2
The Company’s Audit Committee is consisting of 4 Mr C R Ramamurthy 2
independent Directors, Chaired by Mr C S K Prabhu.
The Audit Committee Meetings were held on Mr S Jeyaraman* 2
20.04.2007, 25.06.2007, 27.07.2007, 25.10.2007 and Mr Vijay Venkataswamy 2
24.01.2008. * Resigned from the Directorship of the Company with effect
No. of Meetings from 16.04.2008.
Name of the Member
Attended Remuneration of Directors
Mr C S K Prabhu 5 Remuneration of the Executive Directors are decided
Mr C R Ramamurthy 5 by the Board based on the recommendations and
Mr S Jeyaraman* 5 approval of the Remuneration Committee as per the
Mr Vijay Venkataswamy 5 remuneration policy of the company, within the ceiling
* Resigned from his Directorship of the company with effect fixed by the shareholders. Remuneration of the
from 16.04.2008. Executive Directors for the year ended 2007-08 is as
Remuneration Committee follows.
Terms of reference of the Remuneration Committee Rs. Lakhs
include : Mr L G Ramamurthi, Chairman - 24.00
❖ Recommendation for fixation and periodic revision Mr Sumanth Ramamurthi,
of compensation of the Managing Director and Managing Director - 24.00
Executive Director to the Board for approval and Mr K R Seethapathy,
❖ Review the sitting fees payable to the Directors. Executive Director - 16.04
Proposed remuneration for the Managerial Persons
Mr Vidyaprakash D, Executive Chairman
Salary Benefits Commission Perquisites / Allowances
Rs.1,25,000 – 10,000 PF/SAF contribution and Gratuity 1.5% of the Nil
Tenure – Three years @ half a month salary for each net profit
year of completed service
Mr Sumanth Ramamurthi, Managing Director
Salary Benefits Commission Perquisites
Rs.1,00,000 – 8,000 PF/SAF contribution and Gratuity 1.5% of the Housing – 60% of the
Tenure – Three years @ half a month salary for each net profits salary. Medical, LTC etc
year of completed service - 40% of the salary
Mr K R Seethapathy, Executive Director
Salary Benefits Commission Allowance Perquisites
Rs.75,000 – 6,000 PF/SAF contribution and Gratuity 0.75% of the 50% of the Housing – 60%
Tenure – Three years @ half a month salary for each net profits salary of the salary.
year of completed service Subject to a Medical, LTC etc -
maximum of 40% of the salary
Rs. 15 Lakhs
and minimum
of Rs. 5 lakhs
16

Remuneration to Non-Executive Directors Non-Executive Directors Sitting Fees (Rs.)


Non-Executive Directors are paid sitting fees for Mr C S K Prabhu 128000
attending each Board and Committee Meeting. Mr C R Ramamurthy 110000
The sitting fees paid to each such Directors was Mr Vijay Venkataswamy 110000
Rs.10,000/- for each Board Meeting, Audit and Mr S Jeyaraman 110000
Remuneration Committee Meetings and Rs.1,000/- Mr D Sarath Chandran 66000
each for Shareholders Committee Meeting. The Mr Sudarsan Varadaraj –
Company does not have any stock option scheme Mr B Vijaykumar 20000
for the Directors and the employees at present. Mr Vidyaprakash D 65000

Shareholders’ Committee No. of Meetings


Name of the Member
The shareholders’ committee consists of Five Attended
Directors and the Compliance Officer. During the year Mr L G Ramamurthi 18
2007-08, eighteen meetings were held. The members Mr Sumanth Ramamurthi 13
attendance and the dates of the committee meetings Mr D Sarath Chandran 16
Mr Vidyaprakash D 15
are as follows:
Mr C S K Prabhu 18
April 17, May 15 & 31, June 18, July 9 & 16, August Compliance Officer 18
4, September 10, October 9, November 20, December
Investor grievance redressal
7 & 22, 2007, January 14, February 6 & 25, March
During the year the company had received one
04, 18 & 29, 2008.
complaint from a shareholder and the same had been
redressed to the satisfaction of the shareholder.
There were no complaints pending unresolved during
the year ended 31.03.2008.
Details of the shareholdings of Non-Executive Directors as on 31.03.2008
Name of the Director No. of shares held Name of the Director No. of shares held
Mr S Jeyaraman 5000 Mr Sudarsan Varadaraj 92250
Mr C S K Prabhu 5000 Mr Sudarsan Varadaraj (SHUF) 88850
Mr C R Ramamurthy 26670 Mr Vidyaprakash D 76330
Mr D Sarath Chandran (SHUF) 6500 Mr B Vijayakumar 6670
Mr D Sarath Chandran (I) 5210 Mr Vijay Venkataswamy 5000
General Body Meetings
Details of Annual General Meetings held in last three years
Year Location Date Time Special Resolutions passed in the AGM’s
2005 Ardra Convention Centre 29.07.2005 4.00 PM Appointment of Executive Director
Kaanchan
No.9 North Huzur Road
Coimbatore-641 018
2006 Ardra Convention Centre 07.07.2006 4.00 PM Appointment of Chairman.
Kaanchan * Allotment of shares to Qualified
No.9, North Huzur Road Institutional Buyers.
Coimbatore-641 018 * Issue of shares/securities by
way of GDR’s/ADR’s and
* Preferential allotment to Promoters.
2007 Ardra Convention Centre 23.08.2007 4.00 PM Nil
Kaanchan
No.9, North Huzur Road
Coimbatore-641 018
* These resolutions lapsed, as no issue / allotment of shares were made.
17

Disclosure
(A) Related Party Transactions
Disclosures on materially significant related party transactions i.e. transactions made by the Company of
material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc that
may have potential conflict with the interest of the Company at large.
– None of the transactions with any of the related parties were in conflict with the interest of the Company.
(B) Compliances by the Company
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange
or SEBI, or any statutory authority, on any matter related to capital market during the last three years.
– No penalties have been imposed on the company by the stock exchanges or SEBI or any other statutory
authorities on matters in relation to the capital market.
(C) Shareholders Rights
The quarterly financial results are published in the newspapers and displayed on website of the company.
The results are not separately circulated to the shareholders.
Means of Communication
The company regularly intimates un-audited as well as the audited financial results to the Stock Exchanges
immediately after the same was taken on record by the Board. The Financial results are published in MALAI
MALAR and FINANCIAL EXPRESS and displayed on the website of the company www.superspinning.com,
www.saraelgi.com and posted on the Electronic Data Information Filling and Retrieval at www.sebiedifar.nic.in
through EDIFAR.
General Information to Share Holders
Date of the Meeting : 24.09.2008
Time of the Meeting : 3.00 PM
Place of the Meeting : Ardra Convetion Centre, Kaanchan, No.9, North Huzur Road Coimbatore-641 018.
Financial Calendar : 1st April to 31st March
Date of Book Closure : From 10.09.2008 to 24.09.2008 (Both days Inclusive)
Dividend Payment date : 24.09.2008
Annual General Meeting - 2008
Location Special Resolution
Ardra Convention Centre ● Revision in the remuneration of the Executive Director.
Kaanchan ● Appointment of Executive Chairman.
No.9, North Huzur Road ● Re-appointment of Managing Director.
Coimbatore-641 018 ● Re-appointment of Executive Director.
Date : 24.09.2008 ● De-listing of shares from Coimbatore Stock Exchange Ltd., and
Time : 3.00 PM Madras Stock Exchange Ltd.
Listing on Stock Exchanges
The Equity shares of the company are listed on Coimbatore Stock Exchange Ltd, Madras Stock Exchange
Ltd, The Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd. The company confirms that
it has paid annual listing fees due to the stock exchanges for the year 2008-2009.
Stock Details
Name of the stock Exchange Scrip code
Bombay Stock Exchange Ltd 521180
National Stock Exchange Ltd SUPERSPIN
Madras Stock Exchange Ltd SUPER SPG
18

Market price data for the year 2007- 08


Month BSE Sensex Share price of the company
High Low High (Rs.) Low (Rs.)
April 2007 14,383.72 12,425.52 24.60 20.00
May 2007 14,576.37 13,554.34 21.90 18.90
June 2007 14,683.36 13,946.99 20.75 18.25
July 2007 15,868.85 14,638.88 20.85 17.05
August 2007 15,542.40 13,779.88 18.50 15.00
September 2007 17,361.47 15,323.05 18.45 16.60
October 2007 20,238.16 17,144.58 18.95 14.00
November 2007 20,204.21 18,182.83 20.40 13.50
December 2007 20,498.11 18,886.40 27.20 17.00
January 2008 21,206.77 15,332.42 33.25 15.00
February 2008 18,895.34 16,457.74 19.25 15.00
March 2008 17,227.56 14,677.24 16.50 10.60
Share Transfer System
All the applications received either for transfer or dematerialization will be processed only after getting the
approval from the members of the Shareholder’s Committee.
Secretarial Audit
Secretarial Audit on a quarterly basis was done by a qualified practicing Company Secretary to reconcile the
total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Ltd (CDSL) and the total issued and listed capital. The audit confirms the total issued / paid up capital
is in agreement with the total number of shares in physical form and the total number of dematerialized
shares held with NSDL and CDSL.
Details of dematerialised shares as on 31.03.2008
Number of shares dematerialised : 30367595
% of shares dematerialized : 55.21%
International Securities Identification Number (ISIN) with NSDL & CDSL : INE662A01027
Distribution of Shareholding as on 31.03.2008
S. No Category No. of Shares Held % of Share Holding
A Promoter’s Holdings
Promoters :
Indian Promoters 22057852 40.11
Foreign Promoters Nil Nil
Persons acting in concert Nil Nil
Sub Total 22057852 40.11
B Non-promoters Holdings
Institutional Investors
Mutual Fund and UTI 4400 0.01
Banks, Financial Institutions, Insurance Companies, 529740 0.96
(Central/State Govt. and NON Govt. Institutions)
FIIs 1549374 2.82
Sub Total 2083514 3.79
C Others
Private Corporate Bodies 4998872 9.08
Indian Public 25357349 46.10
NRIs/OCBs 502413 0.92
Any other Nil Nil
Sub Total 30858634 56.10
Grand Total 55000000 100.00
19

Distribution of shareholdings as on 31.03.2008


Shares No of shareholders % No of Shares %
1 - 500 6552 55.7285 1583164 2.8785
501 - 1000 2071 17.6150 1840471 3.3463
1001 - 2000 1210 10.2917 1953690 3.5522
2001 - 3000 495 4.2103 1312053 2.3856
3001 - 4000 258 2.1944 937802 1.7051
4001 - 5000 293 2.4921 1406459 2.5572
5001 - 10000 402 3.4192 3024297 5.4987
10001 - ABOVE 476 4.0487 42942064 78.0765
Total 11757 100.0000 55000000 100.0000
CEO / CFO Certificate
Certificate from the Managing Director and President – Corporate Finance for the financial year 2007-08, has
been provided elsewhere in the Annual Report.
Code of Conduct
The code of conduct for the Board Members, Senior Management Personnel and the Employees of the
company is posted on the website of the company.
Declaration as required Under Clause 49 of the Listing Agreement
All Board Members and Senior Management Personnel of the company have affirmed compliance with the
provisions of the Super Spinning Mills Ltd – Code of conduct for the financial year ended 31.03.2008.
Coimbatore Sumanth Ramamurthi
31st May, 2008 Managing Director
Plant Locations
A & O E unit D unit
Kirikera, Hindupur, Ananthapur Dist, Udumalpet, Coimbatore Dist
Andhra Pradesh. Tamil Nadu.
TFO unit Sara Apparels and Fashions
Thumakunta, Kirikera, Hindupur, Ananthapur Dist, New Tiruppur, Coimbatore,
Andhra Pradesh. Tamil Nadu.
Doubling division Sara Apparels and Fashions
Thumakunta, Kirikera, Hindupur, Nathakattupirivu, Thekkalur, Coimbatore,
Ananthapur Dist, Andhra Pradesh. Tamil Nadu.
B unit Super Sara
Kotnur, Hindupur, Ananthapur Dist, Beerepalli, Hindupur, Ananthapur Dist,
Andhra Pradesh. Andhra Pradesh.
C unit Super Processing Unit
D Gudalur, Karur, Tamil Nadu. Kotnur, Hindupur, Ananthapur Dist, Andhra Pradesh.
Address for Correspondence & Registered Office Address for Correspondence with Registrar
Mr T V Thulsidass and Share Transfer Agents
Company Secretary & Compliance Officer Branch Office
Super Spinning Mills Limited Intime Spectrum Registry Limited
”Elgi Towers”, PB No. 7113, 737-D, Green Fields, ”SURYA’ 35 Mayflower Avenue,
Puliakulam Road, Coimbatore-641 045, Tamil Nadu Behind Senthil Nagar, Sowripalayam,
Phone: 91-422-2311711, 4351711 Fax: 91-422-2311611 Coimbatore – 641 028. Tamil Nadu
E Mail.: super@ssh.saraelgi.com Phone: 91-422-2314792 Fax: 91-422-2314792
Web: www.saraelgi.com E Mail – coimbatore@intimespectrum.com
20

Auditors Certificate on compliance with the conditions of Corporate Governance Under Clause 49 of
the Listing Agreement
To
The Members of Super Spinning Mills Limited,
We have read the Report of the Board of Directors on Corporate Governance and have examined the
relevant records relating to compliance of conditions of Corporate Governance by (Super Spinning Mills Ltd.)
the Company for the year ended 31st March, 2008, as stipulated in Clause 49 of the Listing Agreement of
the said Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination, conducted in the manner described in the “Guidance Note on Certification of Corporate
Governance” issued by the Institute of Chartered Accountants of India, was limited to procedures and
implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate
Governance. Our examination was neither an audit nor was it conducted to express an opinion on the
financial statements of the Company.
In our opinion and to the best of our information and according to the explanation given to us and on the
basis of our examination described above, the Company has complied with the conditions of the Corporate
Governance as stipulated in Clause 49 of the above mentioned Listing agreements.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Reddy, Goud & Janardhan
Chartered Accountants
Coimbatore Balakrishna S Bhat
31st May, 2008 Partner
Membership No. 202976
Certification by Chief Executive Officer and Chief Financial Officer
To the Board of Directors of Super Spinning Mills Limited,
We, Sumanth Ramamurthi, Managing Director and M K Ravindra Kumar, President – Corporate Finance of
Super Spinning Mills Limited, certify that for the financial year 2007-08 Annual Accounts we have reviewed
the financial statements and the cash flow statement and that to the best of our knowledge and belief:-
1. These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.
2. These statements present a true and fair view of the company’s affairs and are in compliance with
accounting standards, applicable laws and regulations.
3. There are, to the best of our knowledge and belief, no transactions entered into by the company during
the year 2007-08 which are fraudulent, illegal or violate the company’s code of conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial reporting and that
we have evaluated the effectiveness of the internal control systems for the purpose of financial reporting
of the company and we have disclosed to the auditors and the Audit Committee those deficiencies, of
which we are aware, in the design or operation of the internal control systems for the purpose of financial
reporting and that we have taken the required steps to rectify these deficiencies.
5. We further certify that
a. There have been no significant changes in internal control during this year.
b. There have not been any significant changes in accounting polices during this year.
c. There have been no instances of significant fraud of which we have become aware and the involvement
therein, of management or an employee having a significant role in the Company’s internal control system.
Coimbatore Sumanth Ramamurthi M K Ravindrakumar
31st May, 2008 Managing Director / President-Corporate Finance /
Chief Executive Officer Chief Financial Officer
21

Auditors' Report

We have audited the attached Balance Sheet of Super Spinning Mills c. The Balance Sheet, Profit and Loss Account and Cash Flow
Limited, as at 31st March 2008, the Profit and Loss Account and the Statement dealt with by this report are in agreement with the
Cash Flow Statement for the year ended on that date annexed thereto. books of account.
These financial statements are the responsibility of the Company’s d. In our opinion, the Balance Sheet, Profit and Loss Account and
management. Our responsibility is to express an opinion on these Cash Flow Statement dealt with by this report comply with the
financial statements based on our Audit. Accounting Standards referred to in Sub-section (3C) of Section
We conducted our audit in accordance with the auditing standards 211 of the Companies Act, 1956.
generally accepted in India. Those standards require that we plan and e. On the basis of written representations received from the
perform the audit to obtain reasonable assurance about whether the Directors, as on 31st March 2008 and taken on record by the
financial statements are free of material misstatement. An audit includes Board of Directors, we report that none of the directors of the
examining, on a test basis, evidence supporting the amounts and Company is disqualified as on 31st March 2008 from being
disclosures in the financial statements. An audit also includes assessing appointed as Director in terms of clause (g) of sub-section (1)
the accounting principles used and significant estimates made by of Section 274 of the Companies Act, 1956.
management, as well as evaluating the overall financial statement f. In our opinion and to the best of our information and according to
presentation. We believe that our audit provides a reasonable basis for the explanations given to us, the said accounts give the information
our opinion. required by the Companies Act, 1956, in the manner so required,
1. As required by the Companies (Auditor’s Report) Order, 2003 (as and give a true and fair view in conformity with the accounting
amended), issued by the Central Government of India in terms of principles generally accepted in India:
Sub Section (4A) of Section 227 of the Companies Act, 1956, we i. In the case of the Balance Sheet, of the state of affairs of
enclose in the Annexure, a statement on the matters specified in the Company as at 31 st March 2008;
paragraphs 4 and 5 of the said Order.
ii. In the case of the Profit and Loss Account, of the profit of
2. Further to our comments in the Annexure referred to above, we the Company for the year ended on that date; and
report that: iii. In the case of the Cash Flow Statement, of the cash flows
a. We have obtained all the information and explanations, which for the year ended on that date.
to the best of our knowledge and belief were necessary for the
purposes of our audit. For Reddy, Goud & Janardhan
Chartered Accountants
b. In our opinion, proper books of account as required by law Balakrishna S Bhat
have been kept by the Company so far as appears from our Coimbatore Partner
examination of those books. 31st May, 2008 Membership No.202976

Annexure (Referred to in paragraph 1 of our report of even date) granted to the parties covered under Section 301 of the
1. a. The Company has maintained proper records showing full Companies Act, 1956 are not prima facie, prejudicial to the
particulars including quantitative details and situation of fixed interest of the company.
assets. c. According to the information and explanations given to us, the
b. The assets have been physically verified by the management receipt of principal amount is regular as stipulated.
during the year in accordance with a phased programme of
d. According to the information and explanations given to us, there
verification, which, in our opinion is reasonable, considering the
are no overdue amounts with respect to the above said loans
size and the nature of its assets.
and as such Clause (d) is not applicable.
c. The Company has not disposed off any substantial part of the
fixed assets during the year. e. According to the information and explanations given to us, the
2. a. The inventories have been physically verified during the year by Company had not taken any loans, secured or unsecured, from
the management. In our opinion the frequency of verification is companies, firms or other parties as covered in the register
reasonable. maintained under section 301 of the Companies Act, 1956 and
b. In our opinion, and according to the information and explanations hence the provisions of clause (iii)(e), clause (iii)(f) and clause
given to us, the procedures of physical verification of inventories (iii)(g) of the said Order are not applicable.
followed by the management are reasonable and adequate in 4. In our opinion and according to the information and explanations
relation to the size of the company and the nature of its business. given to us, there are adequate internal control procedures
c. The company is maintaining proper records of inventories. The commensurate with the size of the Company and the nature of
discrepancies noticed on verification between the physical stocks its business with regard to the purchases of inventory, fixed assets
and the book records were not material. and with regard to sale of goods and services. During the course
3. a. The company had granted unsecured loans, to eight parties of our audit, we have not observed any continuing failure to
covered in the register maintained under section 301 of the correct major weaknesses in internal control.
Companies Act, 1956. The amount involved in the transaction is 5. a. According to the information and explanations given to us, we
Rs. 3242.61 Lakhs. are of the opinion that the particulars of contracts or arrangements
b. No interest is charged with respect to the above loans. However, that need to be entered into the registers maintained under
the other terms and conditions on which unsecured loans were Section 301 of the Companies Act, 1956, have been so entered.
22

b. In our opinion and according to the information and explanations records produced before us, we are of the opinion that
given to us, the transactions made in pursuance of such contracts the undisputed statutory dues including Provident Fund,
or arrangements have been made at prices which are reasonable Investors Education and Protection Fund, Employees
having regard to prevailing market prices at the relevant time. State Insurance, Income Tax, Sales Tax, Wealth Tax,
6. In our opinion and according to information and explanations Service Tax, Customs Duty, Excise Duty, Cess and other
given to us, the company has complied with the provision of material statutory dues as applicable, have been regularly
Section 58A, 58AA or any other relevant provisions of the deposited by the company during the year with the appropriate
Companies Act, 1956 and the rules framed there under. authorities.
7. In our opinion, the Company has an internal audit system
b. As at 31st March 2008, according to the records of the Company
commensurate with the size of the company and nature of its
and the information and explanations given to us, the following
business.
are the particulars of disputed dues (provided / considered
8. We have broadly reviewed the books of accounts relating to contingent liability, as appropriate) in respect of Income Tax,
materials, labour and other items of cost maintained by the
Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty
company pursuant to the Rules made by the Central Government
and Cess wherever applicable that have not been deposited on
for the maintenance of cost records under Section 209 (1) (d) of
the Companies Act, 1956 and we are of the opinion that prima account of a dispute.
facie the prescribed accounts and records have been made and c. According to the information and explanations given to us,
maintained. the details of disputed statutory dues remaining unpaid
9. a. According to the information and explanations given to us and the forum where the dispute is pending are listed as
under:
and based on the examination of books of account and
Name of Tax Impact Period to which Forum where
Issues in the Appeal
statute (in Rs.) the amount relates dispute is pending
Income Tax Act 1961 Add back of DPG Interest, Excessive
charge of interest u/s.220, 234B 1,50,96,553 1990 - 1991 ITAT, Chennai
Income Tax Act 1961 Excessive charge of interest u/s.220 and 80HHC 14,37,633 1992 - 1993 CIT(A) Coimbatore
Income Tax Act 1961 Charge of Interest u/s.234 B 8,54,590 1994 - 1995 ITAT, Chennai
Income Tax Act 1961 Excessive charge of interest u/s.220 85,42,990 1995 - 1996 ACIT, Coimbatore
Income Tax Act 1961 MAT computation and excessive charge of interest u/s.220 15,69,176 1998 - 1999 ITAT, Chennai
Income Tax Act 1961 MAT Computation 15,24,324 2000 - 2001 ACIT Coimbatore
Income Tax Act 1961 MAT Short Allowed 55,71,205 2001 - 2002 CIT(A) Coimbatore
Income Tax Act 1961 Claim u/s.80-IA and bad debts written off 1,37,12,686 2004 - 2005 ITAT, Chennai
Income Tax Act, 1961 Replacement of Machinery, Claim u/s 80-IA 2,74,94,070 2005 - 2006 CIT(A) Coimbatore
The Andhra Pradesh Disallowance of Purchase Tax Credit taken to set off tax 1,89,64,392 1999 - 2000 DC(CT) (A) Kurnool
Govt. Sales Tax Act collected on Yarn Sales to 2003–2004
TN General Sales Levy of Penalty for Issue of C Forms 83,92,622 1998 - 1999 Hon’ble High Court
Tax Act of Madras
Maharashtra Sales Tax Goods return disallowed and Non-filing of CST Forms 13,48,384 2003 - 2004 ST Authorities
Mumbai
Central Excise, TN Rebate claim on Exports 19,29,464 2004 - 2005 CESTAT, Chennai
& 2005 - 2006
Central Excise, TN Valuation of Cotton Yarn sent to other units 6,13,009 2003 - 2004 Commissioner of
Appeals, Coimbatore
Central Excise, TN Deemed CENVAT Credit – Opening Stock 11,05,246 2003 - 2004 Commissioner of
Appeals, Coimbatore
Central Excise, TN Capital Goods moved without payment of Duty 26,30,746 2003 - 2004 Commissioner of
Appeals, Coimbatore
Service Tax Service Tax on Lorry Freight – availment of abatement 31,151 2006 - 2007 Commissioner of
Appeals, Tirupur
10. There are no accumulated losses and the company has not incurred 12. We are of the opinion that the company has maintained adequate
cash losses during the financial year covered by our audit and in documents and records where the company has granted loans on
the immediately preceding financial year. the basis of security by way of pledge of other securities. However,
the company has not granted any loans and advances on the basis
11. In our opinion and according to the information and explanations of securities by way of pledge of shares and debentures.
given to us, the company has not defaulted in repayment of dues 13. In our opinion, the company is not a chit fund or a Nidhi / Mutual
to a financial institution or to a bank. There are no debenture holders Benefit Fund / Society. Therefore the provisions of clause (xiii) of
during the year. para 4 of the Order are not applicable.
23

14. According to information and explanations given to us, the company 19. The company has not issued any debentures during the year and
is not dealing in or trading in any shares and securities and hence hence the provisions of clause (xix) of para 4 of this Order are not
the provisions of Para (xiv) of the order are not applicable. applicable.
15. In our opinion, the terms and conditions on which the company has 20. The company has not raised any money by way of public issues
given the guarantees for loans taken by others from banks are not during the year and hence the provisions of clause (xx) of para 4
prejudicial to the interest of the Company. of this Order are not applicable.
16. In our opinion and according to the information and explanations 21. During the course of our examination of the books of accounts
carried on in accordance with the generally accepted auditing
given to us, the term loan(s) have been applied for the purpose for
practices in India and according to the information and explanations
which they were raised. given to us, we have neither come across any instance of fraud on
17. According to the information and explanations given to us and on or by the company, noticed or reported during the year nor have
an overall examination of the balance sheet of the company, we been informed of such case by the management.
report that no funds raised on short term basis have been used for For Reddy, Goud & Janardhan
long term investments. Chartered Accountants
18. The company has not made any preferential allotment of shares Balakrishna S Bhat
during the year and hence the provisions of clause (xviii) of para Coimbatore Partner
4 of this Order are not applicable. 31st May, 2008 Membership No.202976

5 Year Highlights
Rs. Lakhs
2004 2005 2006 2007 2008
Operating Results
Sales and Other Income 34041 37110 36632 40522 40012
Operating Profit 4186 4269 6618 5981 4610
Interest 1082 1159 1245 1457 1776
Gross Profit 3104 3110 5373 4525 2834
Depreciation 1631 1736 2011 2301 2449
Taxes 432 247 1121 782 170
Net Profit 1043 1122 2238 1427 172
Dividend and Dividend Tax 248 251 502 322 97
Retained Profit 795 871 1736 1105 75
Performance Parameters
Net Fixed Assets 11498 13327 15612 22446 21091
Share Capital 550 550 550 550 550
Reserves 8353 9225 10961 12067 11743
Net Worth 8903 9775 11511 12617 12293
Return on Net Worth (%) 12 11 19 11 1
Borrowings 17125 16162 22258 26056 25837
Debt : Equity 1.9 : 1 1.7 : 1 1.9 : 1 2:1 2.1 : 1
Dividend (%) 40 40 80 50 15
Earnings per share (Rs.) 19.0 20.4 40.7 2.6 0.31
(Face Value of Rs.10/- per share upto 2006)
(Face value of Re. 1/- per share from 2007 onwards)
24

Balance Sheet as at 31st March, 2008

31.03.2008 31.03.2007
Sources of Funds Schedule Rs. Lakhs Rs. Lakhs

Shareholders’ Funds
Capital 1 550.00 550.00
Reserves & Surplus 2 11743.33 12066.69
12293.33 12616.69
Loan Funds
Secured Loans 3 25777.16 25961.25
Unsecured Loans 4 59.52 94.28
25836.68 26055.53
Deferred Tax (net) 9 2612.40 2519.97
Total 40742.40 41192.19

Application of Funds
Fixed Assets 5
Gross Block 41832.92 38307.76
Less : Depreciation 21037.19 18757.90
Net Block 20795.72 19549.85
Capital Work-in-progress 295.60 21091.33 2895.93 22445.78

Investments 6 2743.12 2515.08


Current Assets, Loans & Advances 7
Inventories 11356.97 9048.85
Sundry Debtors 2958.28 2375.64
Cash & Bank Balances 422.11 497.56
Other Current Assets 348.91 340.05
Loans & Advances 11727.54 12645.51
26813.82 24907.62
Less : Current Liabilities & Provisions 8 10092.15 8765.61
Net Current Assets 16721.67 16142.01
Miscellaneous Expenditure 10 186.29 89.32
Total 40742.40 41192.19

Schedules 1 to 10 and Notes on accounts form part of this Balance Sheet.


For and on behalf of the Board
As per our report of even date attached Vidyaprakash D
For Reddy, Goud & Janardhan Chairman
Chartered Accountants Sumanth Ramamurthi
Balakrishna S Bhat Managing Director
Partner, Membership No. 202976 T.V.Thulsidass
Coimbatore, 31st May, 2008 Company Secretary
25

Profit and Loss Account for the year ended 31st March, 2008

31.03.2008 31.03.2007
Schedule Rs. Lakhs Rs. Lakhs
Income
Sales 11 39215.27 40378.77
Other Income 12 796.73 143.18
Increase in Stock of Finished Goods 13 314.87 272.72
40326.87 40794.67
Expenditure
Raw Materials 14 20296.08 18745.81
Purchases - Cotton (Trading Goods) 0.00 322.85
Salaries & Wages 15 3197.94 3414.72
Power & Fuel 3472.60 3011.69
Stores 1304.71 1152.22
Repairs & Maintenance 16 941.21 947.79
Processing Charges 3589.59 4241.48
Selling Expenses 17 1873.77 1735.96
Administrative Expenses 18 1041.01 1240.87
Interest (Net) 19 1775.79 1456.51
37492.72 36269.87
Gross Profit 2834.15 4524.80
Less : Depreciation 2449.23 2300.58
Profit before Tax 384.92 2224.21
Less : Provision for Taxation 48.00 720.00
Less : Provision for Deferred Tax 92.43 43.01
Less : Provision for Fringe Benefit Tax 30.00 19.00
Profit after Tax 214.49 1442.20
Less : Prior year Expenses 13.24 3.44
Less : Taxes Relating to earlier years 29.38 11.42
Net Profit 171.86 1427.35
Add: Balance brought forward 1102.07 1196.72
Profit available for Appropriation 1273.93 2624.07
Appropriations
Proposed Dividend 82.50 275.00
Tax on dividend 14.05 47.00
General Reserve 17.20 1200.00
Balance Carried Forward 1160.18 1102.07
1273.93 2624.07
Basic Earnings per share (in Rs.) Face Value of Re. 1/- per Share 0.31 2.60

Schedules 11 to 19 and Notes on accounts form part of this Profit and Loss Account.
For and on behalf of the Board
As per our report of even date attached Vidyaprakash D
For Reddy, Goud & Janardhan Chairman
Chartered Accountants Sumanth Ramamurthi
Balakrishna S Bhat Managing Director
Partner, Membership No. 202976 T.V.Thulsidass
Coimbatore, 31st May, 2008 Company Secretary
26

Schedules Annexed to the Accounts

31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
Share Capital Schedule 1
Authorised
10,00,00,000 Equity Shares of Re. 1/- each 1000.00 1000.00
(Previous year 10,00,00,000 Equity shares of Rs. 1/- each)
Issued, Subscribed and Paid-up
5,50,00,000 Equity Shares of Re.1/- each fully paid 550.00 550.00
(Previous year 5,50,00,000 Equity Shares of Re 1/-
each fully paid)
{Note :
a) Of the above 27,50,000 of Rs. 10/- each
were issued as fully paid up bonus shares
by capitalisation of reserves.
b) 55,00,000 Equity shares of Rs. 10/- each
fully paid up were sub-divided into 5,50,00,000
Equity shares of Re. 1/- each fully paid.
during September 2006.}
Schedule 2
Reserves and Surplus
Capital Reserve 48.19 48.19
Share Premium 1487.50 1487.50
General Reserve
As per last Balance Sheet 9428.93 8228.93
Less: Gratuity Transitional Liability (refer Note: 22) (398.67) 0.00
Add : Transfer from Profit & Loss Account 17.20 1200.00
9047.46 9428.93
Profit and Loss Account 1160.18 1102.07
11743.33 12066.69
Schedule 3
Secured Loans
Term Loans from Financial Institutions / Banks
In Rupee 11557.50 13660.08
In Foreign Currency 3362.01 3886.48
Working Capital Facilities from Banks
In Rupee 9353.15 7979.90
In Foreign Currency 1504.50 434.80
(Refer Notes for Security Details)
25777.16 25961.25
Schedule 4
Unsecured Loans
Fixed deposits 14.46 48.44
Trade deposits 42.19 42.94
Interest accrued and due on above 2.87 2.90
59.52 94.28
27

Fixed Assets (Rs. Lakhs) Schedule 5


Gross Block Depreciation Net Block
As at Additions Sales/ As at Upto For the Withdrawn Upto As at As at
during
31.03.2007 Transfers 31.03.2008 31.03.2007 year the year 31.03.2008 31.03.2008 31.3.2007
Land * 900.81 4.93 0.00 905.74 0.00 0.00 0.00 0.00 905.74 900.81
Buildings 5096.36 1426.32 0.00 6522.68 707.80 147.17 0.00 854.96 5667.72 4388.57
Plant &
Machinery 31293.89 2405.74 314.08 33385.55 17650.17 2189.45 143.23 19696.39 13689.16 13643.72
Office Furniture
& Fittings 264.58 19.87 0.00 284.45 85.76 14.71 0.00 100.48 183.97 178.81
Motor Vehicles 468.02 15.94 33.57 450.39 210.49 41.08 26.71 224.86 225.53 257.51
ERP Software 284.11 0.00 0.00 284.11 103.68 56.82 0.00 160.51 123.60 187.45
Total 38307.76 3872.80 347.65 41832.92 18757.90 2449.23 169.94 21037.19 20795.73 19549.86
Capital Work-
in-progress 2895.93 15.69 2616.02 295.60 0.00 0.00 0.00 0.00 295.60 2895.93
Total 41203.70 3888.49 2963.67 42128.52 18757.90 2449.23 169.94 21037.19 21091.33 22445.79
Previous Year 32325.08 8992.23 113.62 41203.68 16494.11 2300.58 36.79 18757.90 22445.79 15830.97

INVESTMENTS Schedule 6
31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
Trade-Unquoted - Long Term
9,38,000 Equity Shares of Rs.10 each in Andhra Pradesh
Gas Power Corporation Ltd., fully paid 1293.02 1293.02
10,000 Equity Shares of Rs.10 each in OPG Energy Private Limited fully paid 1.00 1.00
70,420 (Previous Year 40,000) Equity Shares of Rs.10 each in 7.04 4.00
MMS Steel and Power Pvt Ltd., fully paid
1525 Equity Shares of Rs.1000 each in Nethaji Apparel Park, fully paid 15.25 15.25
Non-trade-Unquoted - Long Term
29,99,592 Equity Shares of Rs.10 each in Elgi Building Products Ltd, fully paid 299.96 299.96
70,00,000 (Previous Year - 52,50,000) 8% Non-Cumulative
Redeemable Preference Shares in Elgi Building Products Limited, fully paid 700.00 525.00
5,00,000 (Previous Year - Nil) 8% Cumulative
Redeemable Preference Shares in Elgi Building Products Limited, fully paid 50.00 0.00
11,50,000 Equity Shares of Rs.10 each in Elgi Electric
And Industries Limited., fully paid 115.00 115.00
21,18,500 Equity Shares of Rs.10 each in Elgi Software And Technologies Ltd, fully paid 211.85 211.85
5,00,000 Equity Shares of Rs. 10 each in Sara Elgi Envirotech Limited, fully paid 50.00 50.00
Aggregate value of unquoted investment
Cost - Rs.2743.12 Lakhs (Previous year Rs.2515.08 Lakhs) 2743.12 2515.08

Current Assets, Loans and Advances Schedule 7


Inventories
(As per inventory taken, valued and
certified by the Management)
Raw Materials 6714.57 4695.53
Stock-in-process 1733.09 1973.43
Waste Stock 175.49 78.73
Finished Goods 2548.30 1981.25
Stores and Spares 185.53 319.91
11356.97 9048.85
28

31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
Sundry Debtors
(Unsecured, considered good)
Outstanding for more than six months 321.38 601.00
Others 2636.90 1774.64
2958.28 2375.64
Cash and Bank Balances
i. Cash on Hand 11.94 17.33
ii. Cheques and Stamps on Hand 5.00 0.01
iii. Balance with Scheduled Banks in :
a. Collection and Current account 385.76 466.33
b. Unpaid Dividend Account 19.41 13.89
422.11 497.56
Other Current Assets
Interest accrued on deposits and loans 274.57 240.31
Income accrued and receivable 74.34 99.74
348.91 340.05
Loans and Advances
(Unsecured, considered good)
Advance recoverable in cash or in kind or for value to be received: 6358.36 7792.36
Advance payment of taxes 4107.20 3741.74
Deposit with central excise and customs 394.87 320.56
Other Deposits 867.10 790.85
11727.54 12645.51
Current Liabilities Schedule 8
Sundry Creditors
a. Micro, Small and Medium Enterprises - Refer Note 5 (ii) 0.00 0.00
b. Others 5383.00 4265.18
Other Liabilities 1644.31 1280.07
Interest accrued but not due 42.38 56.03
Unclaimed Dividends 18.50 12.91
Provisions
Provision for Taxation 2907.42 2829.42
Proposed Dividend 82.50 275.00
Provision for Dividend Tax 14.05 47.00
10092.15 8765.61

Deferred Tax Schedule 9


As per Last Balance Sheet 2519.97 2476.96
Add : Transfer from Profit & Loss A/c 92.43 43.01
2612.40 2519.97
Miscellaneous Expenditure Schedule 10
(To the extent not written off or adjusted)
Voluntary Retirement Compensation
As per the last Balance Sheet 89.32 144.68
Add : Paid during the year 214.26 13.05
Less : Written off 117.30 68.41
186.29 89.32
186.29 89.32
29

31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
Sales Schedule 11
Yarn - Domestic 23857.32 23837.97
Direct Exports 11013.08 11807.82
Cotton - Trading Goods 0.21 327.05
Garments - Domestic 431.96 669.64
- Direct Exports 1199.76 1387.22
Fabric - Domestic 1374.44 1111.97
- Exports 44.93 144.63
Sale of Waste Cotton 1197.59 959.49
Miscellaneous Sales 103.53 134.91
Less: Excise Duty (7.56) 95.97 (1.93) 132.98
39215.27 40378.77
Other Income Schedule 12
Insurance Claim 14.32 7.16
Rent Receipts 16.99 16.87
Profit on Sale of Assets (Net) 109.41 0.50
Profit on Sale of Investments 0.00 10.50
Miscellaneous Income 138.44 152.28
Gain on Exchange Re-instatement 517.56 (44.13)
796.73 143.18
Increase in stock of Finished Goods Schedule 13
Stock at closing 2296.12 1981.25
Less : Stock at opening 1981.25 1708.53
314.87 272.72
Raw Materials Schedule 14
Opening Stock :
Raw Materials 4695.53 7892.62
Stock in Process 1973.43 2025.47
Waste Cotton 78.73 6747.69 68.66 9986.74
Add: Purchases : 22171.54 15506.75
28919.23 25493.49
Less: Closing Stock
Raw Materials 6714.57 4695.53
Stock in Process 1733.09 1973.43
Waste Cotton 175.49 78.73
8623.14 6747.69
20296.08 18745.81
Salaries and Wages Schedule 15
Salaries, Wages, Bonus etc., 2590.54 2528.75
Contribution to P.F, Gratuity & Superannuation Fund 197.54 240.23
Welfare Expenses 337.54 382.38
Chairman’s Remuneration 27.24 125.10
Managing Director’s Remuneration 27.24 123.44
Executive Director Remuneration 17.85 14.81
3197.94 3414.72
30

31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
Repairs and Maintenance Schedule 16
Building 106.22 184.50
Machinery 774.32 705.18
Others 60.67 58.10
941.21 947.79

Selling Expenses Schedule 17


Yarn Brokerage and Commission 783.36 816.02
Export Selling Expenses 653.21 558.77
Performance Incentive 123.29 171.47
Other Selling Expenses 313.91 189.69
1873.77 1735.96

Administrative Expenses Schedule 18

Rent 22.74 46.64


Insurance 73.42 95.95
Postage, Telephone and Printing 88.47 88.00
Travelling and Transport Charges 285.33 317.76
Bank Charges & Commission, etc 92.34 57.87
Taxes and Licence 72.79 80.14
Professional Charges 120.45 88.79
Auditors’ Remuneration
a. Audit Fees 3.20 2.89
b. Travelling Expenses 0.17 0.20
Director’s Sitting Fees 6.09 5.80
Donations 0.00 99.38
Loss from Forex Transactions 22.60 146.83
Others 253.39 210.63
1041.01 1240.87

Interest (Net) Schedule 19


Interest Expenditure
Fixed Loans 1066.80 769.79
Working Capital & Others 922.18 890.18
1988.99 1659.97
Less: Interest Income 213.20 203.46
(TDS - Rs. 4.89 Lakhs, Previous year Rs. 18.84 Lakhs)
1775.79 1456.51
31

Notes Forming Part of Accounts

SIGNIFICANT ACCOUNTING POLICIES lower of cost and net realisable value. Cost
1. Accounting Convention: comprises all cost of purchase, cost of conversion
and any other costs incurred in bringing the
The Financial Statements have been prepared
inventories to their present location and condition.
under the historical cost convention in accordance
Cost formula used is weighted average. Due
with generally accepted accounting principles in
allowance is estimated and made for defective
India, the applicable Accounting Standards
and obsolete items, wherever necessary based
referred to in sub-section (3C) of Section 211 of
on the past experience of the Company.
the Companies Act, 1956.
2. Fixed Assets: 6. Provisions, Contingent Liabilities and
a. Fixed Assets are stated at historical cost of Contingent Assets:
acquisition (Net of CENVAT Credits) less Provisions involving substantial degree of
accumulated depreciation / amortization and estimation in measurement are recognised when
cumulative impairment, if any. Cost of there is a present obligation as a result of past
Acquisition includes freight, duties, taxes, events and it is probable that there will be an
installation, direct attributable costs, interest outflow of resources embodying economic
and commissioning. benefits. Contingent Liabilities are not recognised
b. Capital Work in Progress projects under but are disclosed in the Notes. Contingent Assets
commissioning are carried forward at cost. are neither recognised nor disclosed in the
Incidental expenditure in relation to projects Financial Statements.
under commissioning is carried forward till 7. Recognition of Income and Expenditure:
completion of project and comprises of direct a. The Company follows the mercantile system
cost, related incidental expenditure and of accounting and recognises income and
attributable interest. expenditure on accrual basis except those
3. Depreciation: with significant uncertainities
a. Depreciation on Fixed Assets (Other than b. Sale of Goods is accounted when the risk
those referred to in (c) and (d) below) is and reward of ownership are passed on to
charged on Straight Line Method at the rates the Customers.
prescribed under Schedule XIV of the
Companies Act, 1956, on a pro-rata basis c. Domestic Sales as reported in the Profit and
corresponding to the month of installation / Loss account are inclusive of excise duty,
commissioning. wherever applicable and exclusive of other
taxes, if any, and trade discounts. Income from
b. Fixed Assets, other than Intangible assets are Export entitlements is accounted as and when
depreciated to the extent of 95% of its Gross the certainity of entitlement is determined.
Value over the useful life of the asset.
d. Revenue from Services rendered is
c. Assets costing Rs. 5,000 or less are fully
recognised as the service is performed based
depreciated in the year of purchase.
on agreements / arrangements with the
d. ERP Software is amortised over a period of concerned parties.
five years, being the estimated useful life of
the asset. 8. Employee Benefits / Retirement Benefits of
Employees:
4. Investments:
a. Gratuity benefits are administered by Trust
Long-term investments are stated at cost less
formed for this purpose through the group
provision, if any, for diminution in value which is
scheme of Life Insurance Corporation of
other than temporary. Current investments are
India. The provision for gratuity liability is
stated at lower of cost and fair value.
actuarially determined at the year-end and
5. Valuation of Inventories: the liability arising on such valuation is
Inventories of Raw Materials, Work in Process, charged to the Profit and Loss Account
Finished Goods, Stores and Spares are stated at accordingly.
32

b. Provident Fund Contribution is as per the rates 11. Operating Lease:


prescribed by the Employees’ Provident Funds Assets taken on Lease under which, all the risk
Act, 1952 and the same is charged to revenue. and rewards of ownership are effectively retained
c. Super Annuation Fund Contribution is paid by the lessor are classified as Operating Lease.
according to Company rules to the Life Lease payments under Operating Leases are
Insurance Corporation of India and charged recognised as expenses on accrual basis in
to revenue. accordance with the respective Lease
Agreements.
d. Voluntary Retirement Compensation paid is
12. Taxes on Income:
written off as per the Revised Accounting
Standard 15 culminating the write offs by Tax expense comprises of Current Tax, Deferred
March 2010. Consequent to this change, the tax and Fringe Benefit Tax (FBT). Current Tax and
profit is lower by Rs.50.81 Lakhs. Deferred Tax are accounted for in accordance with
Accounting Standard (AS–22) on “Accounting for
9. Borrowing Costs: Taxes on Income”, issued by The Institute of
Borrowing Costs that are attributable to the Chartered Accountants of India (ICAI).
acquisition or construction of qualifying assets are Current Tax is measured at the amount expected
capitalised as part of the cost of such assets. A to be paid to the Tax authority used in the
qualifying asset is one that necessarily takes a applicable tax rates.
substantial period of time to get ready for its Deferred Tax assets and liabilities are recognised
intended use or sale. All other borrowing costs for future tax consequence attributable to timing
are charged to revenue. difference between Taxable Income and
Accounting Income that are capable of reversing
10. Exchange Fluctuation: in one or more subsequent periods and are
a. All Loans and Deferred Credits repayable in measured at relevant enacted / substantively
Foreign Currency and outstanding at the close enacted Tax rates. At each Balance Sheet date
of the year are expressed in Indian Currency the Company reassesses unrealised deferred tax
at the appropriate rates of Exchange assets to the extent they become reasonably
prevailing on the date of the Balance Sheet. certain or virtually certain of realisation as the
Any increase or reduction in these liabilities, case may be.
to the extent they relate to borrowings for FBT is recognised in accordance with the relevant
financing imported fixed assets, is shown as provisions of Income Tax Act, 1961 and the
Revenue. In respect of transactions covered guidance note on FBT issued by ICAI.
by Forward Exchange Contracts, the 13. Impairment of Assets:
difference between the Forward Rate and
The carrying amount of assets are reviewed at
Exchange Rate at the inception of the
each Balance Sheet date, if there is any indication
Contract is recognized as Income or Expense
of impairment based on internal / external factors.
over the life of the Contract.
An asset is impaired when the carrying amount
b. Balances in the form of Current Assets and of the asset exceeds the recoverable amount. An
Current Liabilities in Foreign Exchange impairment loss is charged to the Profit & Loss
outstanding at the close of the year, are Account in the year in which an asset is identified
conver ted in Indian Currency at the as impaired. An impairment loss recognised in
appropriate rates of exchange prevailing on prior accounting periods is reversed in current
the date of the Balance Sheet. Resultant gain accounting periods if there has been a change in
or loss is charged to the Profit and Loss the estimate of the recoverable amount.
account. 14. Earnings Per Share:
c. All other Income or Expenditure in Foreign Basic and Diluted Earnings per Share is calculated
Currency is recorded at the rates of exchange by dividing the Net profit attributable to the Equity
prevailing on the dates when the relevant Shareholders by the weighted average number of
transactions took place. Equity Shares outstanding during the year.
33

NOTES FORMING PART OF ACCOUNTS 31.03.2008 31.03.2007


Rs. Lakhs Rs. Lakhs
1. Estimated amount of contracts remaining to be
executed on capital account and not provided for 2088.57 3501.88
2. Contingent Liabilities:
i. Letter of Credit 1014.42 274.83
ii. Bank Guarantees 2416.35 13.50
iii. Bills discounted with Company’s Bankers 3421.04 716.84
iv. Disputed Demands from Income Tax Authorities 866.13 1498.13
v. Disputed Excise Duty Liability 68.98 61.32
vi. Disputed Sales Tax Liability 287.05 149.90
vii. Corporate Guarantees to banks on behalf of Group Companies 1000.00 950.00
3. Term Loans from Financial Institutions and from Banks (Including Foreign Currency Loans) to the extent
of Rs. 1,587.50 Lakhs (Previous Year Rs. 2,237.50 Lakhs) and Rs. 13,332.00 Lakhs (Previous Year
Rs. 15,309.06 Lakhs) respectively, are secured by
i. Pari-passu first charge created on all present and future moveable and immoveable assets of the
Company subject to exclusive charges created on specific fixed assets in favour of specified lenders.
ii. A charge created on all current assets of the company subject to a prior charge on such current
assets created in favour of the Company’s Working Capital Bankers.
4. Working Capital Borrowings from Banks to the extent of Rs. 10,857.65 Lakhs (Previous Year
Rs. 8,414.70 Lakhs) are secured by
i. Hypothecation of Company’s Inventories and Book Debts.
ii. Second Charge created on the Fixed Assets of the Company.
5. i. None of the persons selling goods and materials and / or rendering services have claimed themselves
to be a small-scale industrial undertaking.
ii. In the absence of necessary information with the Company, relating to the registration status of
suppliers under the Micro, Small and Medium Enterprises Development Act, 2006, the information
required under the said Act could not be compiled and disclosed.
6. Plant and Machineries in the Fixed Assets Schedule include a sum of Rs. Nil adjusted on account of
Exchange Fluctuation gain (Previous Year Rs. 116.22 Lakhs).
7. In the opinion of the Board, the Current Assets, Loans & Advances and other Receivables have at least
the value as stated in the Balance Sheet, if realized in the ordinary course of business.
8. Loans and Advances includes amount due from Companies in which the Directors are interested amounting
to Rs. 3,242.61 Lakhs (Previous Year Rs.2,948.54 Lakhs)
9. Borrowing Costs capitalized during the year Rs. 249.33 Lakhs (Previous Year Rs. 157.12 Lakhs).
10. Prior Period Expenses represents:
Debits relating to earlier years 13.24 4.18
Credits relating to earlier years – (0.74)
Total 13.24 3.44
11. Details of Directors’ Remuneration
Salary 34.94 99.72
House Rent Allowance 15.35 29.08
Contribution to PF & Other Funds 8.29 16.19
Other Perquisites 13.75 26.59
Profit Share (Commission) – 107.96
Total 72.33 279.54
34

31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
12. Earnings in foreign exchange
- Export of goods (FOB Value) 12139.22 13084.93
13. Expenditure in foreign currencies
a. Foreign Travel 19.22 42.02
b. Commission 291.34 322.83
c. Others 124.73 119.32
d. Value of Imports-CIF Value
i. Raw Materials 2284.86 1461.61
ii. Components and Spares 152.29 181.28
iii. Capital Goods 41.69 2321.15
Total 2914.13 4448.21
14. Taxes relating to earlier years include Short Provision of Income Tax amounting to Rs. 29.38 Lakhs
(Previous Year Rs. 11.42 Lakhs).
15. Provision for Taxation includes amount of Rs. 2.00 Lakhs on account of Wealth Tax.
16. Revenue Expenditure of Research and Development amounting to Rs.45.48 Lakhs (Previous Year Rs.22.33
Lakhs) is charged off in the Profit & Loss Account. No intangible / tangible asset has been generated
during the year out of Research and Development activity.
17. Computation of Net Profit under Section 349 / 350 of Companies Act, 1956
31.03.2008
Rs. in Lakhs
Profit Before Tax 385.30
i. Depreciation as per books 2449.23
ii. Chairman’s Remuneration 24.00
iii. Managing Director’s Remuneration 24.00
iv. Executive Director’s Remuneration 16.04
v. Sitting fees paid to Directors 6.09 2519.36
2904.66
LESS : i. Depreciation Allowable 2449.23 2449.23
Net Profit as per Section 349 / 350 of the Companies Act, 1956 455.43
Due to inadequacy of profits for the year, the Company has paid Minimum remuneration as set out in
Part II of Schedule XIII of the Companies Act, 1956.
31.03.2008 31.03.2007
Rs. in Lakhs Rs. in Lakhs
18. Operating Lease: Premises taken on Operating Lease:
The total future minimum lease rentals payable at the
Balance Sheet date is as under:
For a period not later than one year 3.94 7.83
19. Earnings per share : The following reflects the income and share
data used in the computation of Basic Earning per share.
Amount used as numerator
Net profit attributable to the ordinary shareholders
for Basic & Diluted Earnings per share 171.86 1427.35
No. of ordinary shares used as denominator applicable
to Basic & Diluted earnings per share 550.00 550.00
Nominal value per share (in Rs.) 1.00 1.00
35

20. Details of Products Manufactured, Turnover, Opening Stock, Closing Stock etc
(Figures in Lakhs)
Year Installed Opening Stock Production Turnover Closing Stock
Particulars UoM ended Capacity per
31st March annum Qty Amt. Qty Qty Amt. Qty Amt.
Yarn & Dyed Yarn KGS 2008 224544 Spindles 10.97 1,817.63 247.71 245.32 35,390.76 13.36 2,044.65
1200 rotors
2007 178080 Spindles 9.19 1,398.16 206.57 204.78 36,181.02 10.97 1,817.63
1200 rotors
Weaving &
Knitting KGS 2008 – 0.56 90.63 2.14 2.58 904.14 0.12 26.00
2007 – 0.52 172.71 1.18 1.13 416.62 0.56 90.63
Garments PCS 2008 556 Machines 1.98 73.00 12.96 12.18 1,722.57 2.76 225.12
2007 556 Machines 1.26 137.66 17.05 16.33 2,494.59 1.98 73.00
Sale of Trading
goods (Cotton) KGS 2008 – – – – – 0.21 – –
2007 – – – – 5.83 327.05 – –
Grand Total 2008 – 13.51 1,981.26 262.82 260.08 38,017.68 16.24 2,295.77
2007 – 10.97 1,708.53 224.80 228.07 39,419.28 13.51 1,981.26
21. Raw Material Consumption (Quantity and Figures in Lakhs)

Particulars UoM 31.03.2008 31.03.2007


Quantity Amount Quantity Amount
Manufacture of yarn &
Dyed yarn KGS 346.10 18067.80 315.02 16597.25
Manufacture of
Woven fabrics KGS 2.24 427.20 1.20 194.79
Manufacture of
Garments KGS 3.42 603.45 3.66 994.28
Total 351.76 19098.45 319.88 17786.32

22. The Company has implemented the Revised Accounting Standards 15 in respect of the defined benefit
plan (Gratuity) with effect from 01 April 2007. The transitional liability consequent thereto amounting to
Rs. 398.67 Lakhs has been adjusted against General Reserve:
a. Description of the Company’s defined benefit plan: The Company operates a defined benefit plan for
payment of post employment benefits in the form of Gratuity. Benefits under the plan are based on pay
and years of service and are vested on completion of five years of service, as provided in the Payment
of Gratuity Act, 1972. The terms of benefit are common for all the employees of the Company.
b. Reconciliation in respect of the changes in the present value of the Obligation:
Particulars Rs. in Lakhs Rs. in Lakhs
Present Value of the Obligation as on 1st April, 2007 751.17
Add:
Current Service Cost 39.84
Interest Cost 33.15
Actuarial Gains and Losses 72.22
Benefits paid (101.50)
Present Value of the Obligation as on 31st March, 2008 794.88
st
The Liability of the Company as on 31 March, 2008 has been funded to the extent of Rs. 396.21
Lakhs.
36

c. Reconciliation in respect of the changes in the fair value of the Plan Assets:
Particulars Rs. in Lakhs Rs. in Lakhs
st
Fair Value of the Plan Assets as on 1 April, 2007 322.87
Add :
Expected rate of return 25.83
Actuarial Gains and Losses 82.53
Contributions by the Employer 66.48
Benefits Paid (101.50)
Fair Value of Plan Assets as on 31st March, 2008 396.21
No reimbursement rights were available as at the beginning or end of the year for recognition as an asset.
d. The total expense recognised in the Profit and Loss Account is as follows:
Particulars Rs. in Lakhs Rs. in Lakhs
Current Service Cost 39.84
Interest Cost 33.15
Expected return on plan assets (25.83)
Actuarial Gains and Losses (10.31)
Amount recognised in the Profit and Loss Account 36.85
The expense has been included under the head “Contribution to Gratuity” under the “Employee Cost” in
the Profit and Loss Account.
e. Investment Details: LIC Group Gratuity (Cash Accumulation) Policy – 100% Invested in Debt Instruments.
f. Principal Actuarial assumptions used at the Balance Sheet Date is as follows:
Particulars As on 31st March, 2008
Discount Rate 8%
Expected rate of return on Plan Assets 8%
Rate of escalation in Salary (per annum) 6.50%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation,
seniority, promotion and other relevant factors including supply and demand in the employment market.
This being the first year of implementation, previous year figures have not been given.
g. Reconciliation of Fair Value of Plan Assets and Obligations: (Rs. in Lakhs)
Particulars Current period
31st March, 2008
Present Value of the Defined Benefit Obligation 794.88
Fair Value of Plan Assets 396.21
Deficit in Plan Assets to be adjusted against General Reserve 398.67
Experience Adjustments arising on Plan Liabilities as an amount 72.22
Experience Adjustments arising on Plan Assets as an amount 82.53
Company’s best estimate of Contribution to be paid to the Plan (2008-09) 70.00
23. Deferred Tax Assets and Liabilities are attributable to the following items:
31.03.2008 31.03.2007
Rs. Lakhs Rs. Lakhs
Deferred Tax Assets:
Carry Forward Capital losses 2.02 2.02
Expense Allowable for tax purposes when paid 7.73 12.15
9.75 14.17
Deferred Tax Liabilities:
Depreciation 2622.15 2534.14
Deferred Tax (Net) 2612.40 2519.97
37

24. Loss on Sale of Assets amounting to Rs. 4.63 Lakhs has been netted against Profit on Sale of Assets.
25. The Company operates in one primary segment, viz. Textiles.
26. Related Party Disclosure (as identified by the Management) :
i. Names of related parties and description of relationship :
a. Where Control Exists : —
b. Key Management Personnel : 1. L.G. Ramamurthi, Ex-Chairman
2. Vidyaprakash D, Executive Chairman
3. Sumanth Ramamurthi, Managing Director
4. K.R. Seethapathy, Executive Director
c. Other Related Parties :
1. Elgi Electric & Industries Ltd 10. Sara Elgi Envirotech Ltd
2. Elgi Building Products Ltd 11. Sara Elgi Arteriors Ltd
3. Ellargi & Co., 12. Sara Elgi Industrial Research & Devpt. Ltd
4. Elgi Ultra Industries Ltd 13. Super Sara Textiles Limited
5. Elgi Equipments Ltd 14. Super Farm Products Limited
6. LRG Technologies Ltd 15. Sara Elgi Insurance Advisory Services P Ltd
7. Elgitread (India) Ltd 16. Sara Trading and Industrial Services Ltd
8. Elgi Software & Technologies Ltd 17. Magna Electro Castings Ltd
9. Kakatiya Textiles Ltd 18. Precot Meridian Ltd
ii. Related Party Transaction : Rs. Lakhs
Key Relatives of
Management Key
Nature of Transaction Associates Total
Management
Personnel
Personnel
2008 2007 2008 2007 2008 2007 2008 2007
Purchases of goods 133.23 129.65 133.23 129.65
Sales of goods 122.47 21.82 122.47 21.82
Purchase of Fixed Assets 11.27 487.46 11.27 487.46
Managerial Remuneration 68.04 263.35 68.04 263.35
Sitting Fees 0.85 0.58 0.85 0.58
Service Charges Paid 787.03 801.46 787.03 801.46
Leasing of Assets – –
Rent Received – 0.99 – 0.99
Rent Paid 1.97 2.29 1.97 2.29
Balance as on 31 March 3242.41 2899.25 3242.41 2899.25
27. Figures have been rounded off to the nearest thousand and previous year’s figures have been regrouped
wherever necessary to conform to current year’s classification.

As per our report of even date attached For and on behalf of the Board
For Reddy, Goud & Janardhan Vidyaprakash D
Chartered Accountants Chairman
Balakrishna S Bhat Sumanth Ramamurthi
Partner Managing Director
Membership No. 202976 T.V. Thulsidass
Coimbatore, 31st May, 2008 Company Secretary
38

Cash Flow Statement for the year 2007-2008

2007-2008 2006-2007
Rs. Lakhs Rs. Lakhs
A. Cash Flow from operating activities :
Net Profit before tax and extraordinary items 384.92 2224.22
Adjustment for :
Depreciation 2449.23 2300.58
Prior year Income / (Expenses) (13.24) (3.44)
Taxes relating to earlier years (29.38) (11.42)
(Profit)/Loss on sale of assets (109.41) (0.50)
(Profit)/Loss on sale of investments - (10.50)
(Dividend Income) - -
(Interest Income) (213.20) (203.46)
Interest Payments 1988.99 1659.97
Leasing Charges - -
4072.99 3731.23
Operating Profit before working capital changes 4457.90 5955.45
Adjustments for :
Trade receivables (582.64) (488.08)
Other receivables 1283.44 (1031.90)
Inventories (2308.13) 2820.47
Trade payables 1083.39 1216.31
(523.94) 2516.80
Cash generated from operations 3933.96 8472.25
Voluntary Retirement Compensation 96.97 (55.36)
Direct taxes paid 365.47 941.43
462.43 886.07
Net Cash Flow from operating activities 3471.53 7586.18
B. Cash Flow from Investing activities :
Purchase of fixed assets (1272.47) (8943.08)
Sale of fixed assets 287.12 28.19
Purchase of investments (228.04) -
Sale of investments - 12.50
Dividend received - -
Interest received 204.33 47.65
Net cash used for investing activities (1009.07) (8854.74)
C. Cash Flow from financing activities :
Long term borrowings (2627.05) 6829.06
Interest paid (2002.64) (1694.42)
Working capital borrowings 2442.95 (2915.45)
Unsecured loans & deposits (34.77) (116.02)
Dividends and Tax on Dividend paid (316.41) (497.96)
Net cash flow from financing activities (2537.91) 1605.21
Net Increase / (Decrease) in cash and cash equivalent (75.46) 336.65
Cash and cash equivalents as at 01.04.2007 and 01.04.2006 (Op. Bal.) 497.56 160.91
Cash and cash equivalents as at 31.03.2008 and 31.03.2007 (Cl. Bal.) 422.11 497.56
Vidyaprakash D Sumanth Ramamurthi T.V. Thulsidass
Chairman Managing Director Company Secretary
AUDITOR’S CERTIFICATE
We have verified the above cash flow statement of Super Spinning Mills Limited derived from the Audited
Financial Statements for the years ended 31.03.2008 and 31.03.2007 and found the same to be drawn
in accordance therewith and also with the requirements of clause 32 of the Listing Agreement with Stock Exchanges.
For Reddy, Goud & Janardhan
Chartered Accountants
Balakrishna S Bhat
Coimbatore Partner
31st May, 2008 Membership No. 202976
39

Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details
Registration No. : 181-001200
State Code : 18
Balance Sheet Date : 31.03.2008
II. Capital Raised during the year (Amount in Rs. Thousands)
Public Issue : -
Rights Issue : -
Bonus Issue : -
Private Placement : -
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities : 4074240
Total Assets : 4074240
Sources of Funds
Paid-up Capital : 55000
Reserves & Surplus : 1174333
Secured Loans : 2577716
Unsecured Loans : 5952
Deferred Tax Liability : 261240
Application of Funds
Net Fixed Assets : 2109133
Investments : 274312
Net Current Assets : 1672167
Misc. Expenditure : 18629
Accumulated Losses : -
IV. Performance of the Company (Amount in Rs. Thousands)
Turnover : 3921527
Total Expenditure : 3994195
Profit Before Tax : 38492
Profit After Tax : 21449
Earnings Per Share Rs. : 0.31
Dividend Rate % : 15
V. Generic Names of Three Principal Products / Services of the Company (As per monetary terms)
Item Code No. (ITC Code) Major Product Description
5205.22 to 28 Single Yarn of Combed Fibers
5205.33 Multiple (Folder) or Cabled Yarn of Uncombed Fiber
5205.44 to 48 Multiple (Folder) or Cabled Yarn of Combed Fiber
5207.39 Processed Fabrics & Knitted Garments

As per our report of even date attached For and on behalf of the Board
For Reddy, Goud & Janardhan Vidyaprakash D
Chartered Accountants Chairman
Balakrishna S Bhat Sumanth Ramamurthi
Partner Managing Director
Membership No. 202976 T.V. Thulsidass
Coimbatore, 31st May, 2008 Company Secretary
40

SUPER SPINNING MILLS LIMITED


“ELGI TOWERS” P B 7113, Green Fields, 737-D, Puliakulam Road, Coimbatore - 641 045
Dear Shareholder,
We wish to bring the following for your kind attention :
1. The Annual General Meeting of the Company will be held on Wednesday, the 24th September, 2008.
2. Due to administrative reasons, dividend warrant will be sent by post.
3. The dividend warrants will not be distributed at the AGM Hall.
4. Kindly contact us at Phone No. 2311711 (0422) or write to us for clarifications, if any.
5. Members holding shares in physical form are requested to intimate the following :
a. The name and address of the bank, A/c No., for incorporating the same in the dividend warrant.
b. Consolidation of various ledger folios into one.
c. Change in address, if any, to the Registrar and Share Transfer Agent.
6. As per the Companies Act, 1956
a. Dividend, which remains unclaimed for a period of 7 years, will be transferred to Investor Education and Protection Fund.
b. Any claim relating to the Dividend for the financial years 31.03.2001 to 31.03.2007 should be made at the earliest
to the Company.
c. Once the unclaimed dividends are transferred to the Investor Education and Protection Fund, the shareholders
cannot claim the dividend at all thereafter.
7. Dematerialisation :
a. The Company shares are compulsorily dematerialised from October 2001 onwards.
b. Shareholders are requested to inform their change in address to their depository participants (DP’s) immediately.
c. Shareholders are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the
Annual General Meeting.
Yours faithfully,
Vidyaprakash D
Chairman
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41

Electronic Clearing Service

SUPER SPINNING MILLS LIMITED


Elgi Towers, P B No.7113, 737-D Green Fields,
Puliakulam Road, Coimbatore - 641 945

31sl May, 2008

Dear shareholders,

As a part of your company’s endeavor to improve the services to the investors, we are introducing the
Electronic Clearing Services (ECS) facility for payment of dividend, from the current financial year. You would
be aware of ECS being offered by Reserve Bank of India (RBI) in selected cities. ECS facilitates automatic
credit of payments to one’s Bank Account and eliminates risks of fraudulent encashment and loss in transit
of instruments of payment.

Under this arrangement, the payment instructions would be issued electronically through our Bank to the
Clearing Authority (RBI) and the Clearing Authority would give credit reports to the bank in which you are
maintaining the specified bank account. Your bank in turn will credit to your account on the due date and
intimate the credit entry as ECS in your bank pass book/bank statement. We will be issuing an advice to you
directly about the payment to the credit of your account.

If you are holding shares in dematerialized form, your are requested to intimate your ECS details / change in
bank mandate, if any, to your Depository Participant, they will update these details in NSDL/CDSL system
and the same will be used by the company for the remittance of dividend to its shareholders.

If you are holding shares in physical form, please fill up the bank mandate in the form attached in the Annual
Report and send it along with a cancelled cheque leaf or a photocopy of the same to the Registrar and Share
Transfer Agent M/s Intime Spectrum Registry Ltd, “SURYA” 35, Mayflower Avenue, Behind Senthil Nagar,
Sowripalayam Road, Coimbatore-641028, Tamil Nadu, before 08.09.2008.

Thanking you,

Yours truly,

T V Thulsidass
Company Secretary
42

M/s Intime Spectrum Registry Ltd, Coimbatore Branch


Unit: Super Spinning Mills Ltd
“SURYA” 35, Mayflower Avenue
Behind Senthil Nagar
Sowripalayam Road
Coimbatore-641028
Electronic Clearing Service (ECS Mandate Form)
(FOR SHARES HELD IN PHYSICAL FORM)

First Shareholder’s Name :

Folio No :

Particulars of bank account

Bank Name :

Branch name and address :

Account No. (as appearing in the cheque book) :

Account type : SB Current Cash Credit

9 Digit code no. of the bank and branch appearing on the MICR cheque issued by the bank.

(Please attach the photocopy of a cancelled cheque leaf issued by your bank relating to your above said
account for verifying the accuracy of the code numbers).

I hereby declare that the particulars given above are correct and complete. If the transaction in delayed or not
effected at all for reasons of incomplete or incorrect information, I would not hold the company responsible.

Signature of the First Shareholder

Note :
• Please send the form to the above address before 08.09.2008.

• In case the scheme does not meet with the desired response or due to any other operational reasons it is found
to be unviable, the company reserves the right to pay dividend by issue of warrants.
Super Spinning Mills Limited
Regd. Office : “ELGI TOWERS”, P B 7113, 737-D, GREEN FIELDS, PULIAKULAM ROAD,
COIMBATORE - 641 045

ADMISSION SLIP

Folio No./
Name of the Member
Client ID No.

Name of Proxy No. of Shares

I hereby record my presence at the 46th Annual General Meeting of the Company held on Wednesday,
the 24th September, 2008 at 3.00 PM at Ardra Convention Centre, ‘Kaanchan’, No. 9, North Huzur
Road, Coimbatore - 641 018.

.......................................................................
Signature of Member / Proxy
Notes : 1. Shareholder / Proxy holder must bring the Admission Slip to the meeting and hand over at
the entrance duly signed.
2. Shareholders are requested to advise their change of address as well as request for
consolidation of folio, if any, to the above address, quoting folio numbers.
3. Open a Bank Account in your name to realise ‘Account Payee’ Dividend Warrant. Inform
the Company, the Name and Address of the Bank, A/c. No. for incorporating the same
in the Dividend Warrant.


Super Spinning Mills Limited
Regd. Office : “ELGI TOWERS”, P B 7113, 737-D, GREEN FIELDS, PULIAKULAM ROAD,
COIMBATORE - 641 045

PROXY FORM

I / We.................................................................................................................................................... of
.......................................................................... being a Member / Members of Super Spinning Mills
Ltd., hereby appoint ......................................................................of .......................................... or failing
him .........................................................................................of ........................................... as my / our
Proxy to attend and vote for me / us on my / our behalf at the 46th Annual General Meeting of the
Company to be held on Wednesday, the 24th September, 2008 at 3.00 PM at Ardra Convention Centre,
‘Kaanchan’, No. 9, North Huzur Road, Coimbatore - 641 018 and at any adjournment thereof.

As witness my/our hand(s) this ................. day of .......................................


Affix
Signed by the said................................................................................................................................
15 paise
Revenue
Stamp
Folio No. No. of Shares

Notes : The proxy form must be returned so as to reach the Registered Office of the Company,
“ELGI TOWERS”, P B 7113, 737-D, Green Fields, Puliakulam Road, Coimbatore - 641 045 not
less than forty-eight hours before the time for holding the aforesaid meeting.
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