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Sri Vishnu Shankar Mill Limited Unlisted Shares

Annual Report: 2023

Year: 2023

Annual Report Summary

42nd Annual Report 2022-2023 Summary for Sri Vishnu Shankar Mill Limited:

Notice to Members:

The 42nd Annual General Meeting will be held on August 18th, 2023, at 12:30 PM via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Members can vote through remote e-voting via Central Depository Services (India) Limited's (CDSL) system. The e-Voting facility will be open from August 15th, 2023 (9:00 AM) to August 17th, 2023 (5:00 PM). The cut-off date for eligibility to vote is August 11th, 2023. Unclaimed dividends for over seven years will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government.

Ordinary Business:

  • Adoption of Separate and Consolidated Audited Financial Statements for the year ended March 31st, 2023.
  • Re-appointment of Shri S.S. Ramachandra Raja and Shri Srirama Raja as Directors.

Special Business:

  • Ratification of the remuneration of Shri M. Kannan, Cost Accountant, as the Cost Auditor for the financial year 2023-24 for auditing the Cost Records relating to manufacture of textile products, with a remuneration of ₹90,000 plus applicable taxes and out-of-pocket expenses.

Additional Information on Directors Seeking Re-election:

  • Shri S.S. Ramachandra Raja: 87 years old, Bachelor's Degree in Science, has been on the Board since 1986 with over 3 decades of industrial experience. He holds 13,470 Equity Shares of ₹10 each as of March 31st, 2023.
  • Shri Srirama Raja: 57 years old, Bachelor's Degree in Engineering, has been on the Board since 2003 with over 1 decade of industrial experience. He holds 2,660 Equity Shares of ₹10 each as of March 31st, 2023.

Directors' Report:

  • Financial Results: The company reported an operating profit (EBIDTA) of ₹2,551.25 Lakhs for the year ended March 31st, 2023, compared to ₹5,571.40 Lakhs in 2021-22. The company also reported a Total Comprehensive Income/Loss for the Year (TCI) of ₹(667.98) lakhs as compared to ₹2,117.92 lakhs in 2021-22.
  • Share Capital: The paid-up capital of the Company is ₹150.00 Lakhs, consisting of 15,00,000 Equity Shares of ₹10/- each.
  • Dividend: No dividend recommended for the current year.
  • Taxation: The Deferred Tax (Savings) / Expenses of ₹(280.83) Lakhs (PY: ₹647.97 Lakhs) has been provided for the year 2022-23.
  • Trade Conditions (Cotton): Cotton production in India dropped to 307 Lakh bales, a 14% reduction due to unseasonal rainfall and extended monsoon. Cotton prices reached an 11-year high.
  • Yarn Production: Yarn production increased to 64.24 Lakh Kgs, despite producing more volume of finer counts as against 61.65 Lakh Kgs of last year.
  • Sale of Yarn: Sale volume increased slightly, but the sale value of yarn increased to ₹300.08 Crores, up 7% from ₹282.04 Crores. Yarn exports from India reached USD 1.99 billion, a 61% decrease.
  • Exports: Exports of Cotton Yarn were ₹97.44 Crores compared to ₹102.93 Crores the previous year.
  • Power Cost: The company was able to consume power from its own wind farms to the extent of 52% (PY: 57%) of the total power requirement. Power cost increased to ₹21.26 Crores due to increased production capacity and increase in power tariff by Tamil Nadu Electricity Board (TNEB) by more than 15%.
  • Finance Cost: Finance cost increased to ₹19.97 Crores from ₹14.14 Crores due to additional borrowings and increasing interest rates.
  • Dividend Income: The company received dividend income of ₹93.19 Lakhs (PY: ₹0.18 Lakhs).
  • Modernisation / Expansion: ₹15.80 Crores was spent on modernization.
  • Prospects for the Current Year: Volatility in cotton prices continues. Unfavorable weather conditions in the USA cotton growing regions are a concern. The company is strengthening its product lines with automation and value-added yarns.
  • Wind Mill: Wind farms generated 216 Lakhs Kwh during the financial year as compared to 203 Lakhs Kwh of previous year. Income was ₹14.46 Crores as against ₹13.57 Crores of previous year.
  • Associate Company: The Company has four Associate Companies viz., M/s. The Ramco Cements Limited, M/s. Rajapalayam Mills Limited, M/s. The Ramaraju Surgical Cotton Mills Limited and M/s. JKR Enterprise Limited.
  • Consolidated Financial Statements: The consolidated net profit/loss after tax of the Company amounted to ₹(309.88) Lakhs as compared to ₹3,336.48 Lakhs of the previous year.

Internal Controls, Vigil Mechanism & Directors:

  • The company has adequate internal financial controls.
  • A vigil mechanism and Whistle Blower Policy are established.
  • Smt. Sharadha Deepa re-appointed as Managing Director for five years from April 1st, 2023.
  • Shri S.S. Ramachandra Raja and Shri Srirama Raja retire by rotation and are eligible for re-appointment.
  • The company has received necessary declarations from all the Independent Directors.

Board Evaluation:

  • The Board of Directors have evaluated the performance of Independent Directors and observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Meetings and Committees:

  • Details provided on Board Meetings and Committee Meetings (Audit, Nomination & Remuneration, Corporate Social Responsibility, Independent Directors) attendance.

Other Disclosures:

  • The Directors have devised proper system to ensure compliance with the provisions of applicable Secretarial Standard.
  • The Company has not accepted public deposits.
  • The company hasn't given any Loans, Guarantees and Investments during the year 2022-23.
  • Corporate Social Responsibility (CSR) activities undertaken, spending ₹6.22 Lakhs.
  • Statutory, Secretarial, and Cost audits have been conducted.
  • Energy conservation, technology absorption, and foreign exchange earnings/outgo information included.
  • Annual Return is available on the company website.
  • Particulars of employees and related disclosures are provided.
  • There were 1,281 employees as of March 31, 2023.
  • Related party transactions are approved by the Audit Committee.
  • There have been no material changes since April 1st, 2023.
  • Risk Management Policy has been implemented.
  • Investor Education and Protection Fund (IEPF) compliance details provided.

Directors' Responsibility Statement: The directors confirm they have followed applicable accounting standards, selected accounting policies consistently, and made reasonable and prudent judgments to give a true and fair view of the company's affairs.

Auditor's Report:

  • The report of the Statutory Auditors for the year ended 31st March, 2023 does not contain any qualification, reservation or adverse remark and no instance of fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013.
  • The report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's Internal Financial Controls over financial reporting.

Annexures:

  • Includes statements related to associate companies (AOC-1), CSR activities, Secretarial Audit Report, energy conservation, and remuneration disclosures.

Financial Statements:

  • Includes separate and consolidated balance sheets, statements of profit and loss, statements of changes in equity, and statements of cash flows. The financial statements also present significant accounting policies, judgments, and estimates, along with notes to the financial statements. Key financial metrics include revenue, profit/loss, equity, liabilities, and cash flow information.

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