Annual Report 2010 - 2011 Super Spinning Mills Limited
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SARA ELGI Super Spinning Mills Limited 49th Annual Report 2010 - 2011 Super Spinning Mills Limited Chairman Mr Vidyaprakash D Managing Director Mr Sumanth Ramamurthi Board of Directors Mr C S K Prabhu Mr D Sarath Chandran Mr Sudarsan Varadaraj Mr B Vijayakumar Mr Vijay Venkataswamy Chief Operating Officer Mr A S Thirumoorthy Company Secretary Mr R Srikanth Auditors M/s Reddy, Goud & Janardhan Bankers Union Bank of India State Bank of India Andhra Bank IDBI Bank ICICI Bank Registrar and Share Transfer Agent Link Intime India Pvt Ltd “SURYA” 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641 028 Phone : (0422) 2314792 Fax : (0422) 2314792 Email : [email protected] Registered & Central Office “ELGI TOWERS”, PB 7113, Green Fields 737-D, Puliakulam Road, Coimbatore-641045 Tamil Nadu Contents Phone : (0422) 2311711, 4351711 Fax : (0422) 2311611, 2315111 Notice to Members 1 E-mail : [email protected] Directors’ Report and Management Internet : www.superspinning.com Discussion & Analysis 3 Report on Corporate Governance 6 Mills Auditors’ Report 14 A Unit : Kirikera, Andhra Pradesh Balance Sheet 17 B Unit : Kotnur, Andhra Pradesh Profit and Loss Account 18 C Unit : D-Gudalur, Tamilnadu Super Sara : Beerapalli, Andhra Pradesh Schedules 19 Notes Forming Part of Accounts 24 Cash Flow Statement 32 Consolidated Accounts 36 Consolidated Cash Flow Statement 52 Notice to the Members Notice is hereby given that the 49th Annual General Meeting of the Chairman, in both companies shall not exceed the limits specified Company will be held on Friday, the 2nd September 2011 at 3.30 PM in Section II of Part II of Schedule XIII of the Companies Act, at Ardra Convention Centre, “Kaanchan”, No.9, North Huzur Road, 1956 or such other limits as may be notified by the Government Coimbatore - 641 018, to transact the following business: from time to time as minimum remuneration. Ordinary Business Resolved Further that the terms and conditions set out for 1. To receive, consider and adopt the following: appointment and /or agreements shall be altered and varied from a) The audited Profit and Loss Account for the year ended time to time by the Board as it may, in its discretion, deem fit. 31st March 2011 6. To consider and, if thought fit, to pass with or without b) The audited Balance Sheet as at 31st March 2011 and modification, the following resolution as a Special Resolution. c) The reports of the Directors’ and the Auditors’. Resolved that pursuant to the provisions of Section(s) 198, 269, 309, 310, 316 and other applicable provisions, if any, read with 2. To appoint a Director in the place of Mr. D Sarath Chandran, who retires by rotation and being eligible, offers himself for Schedule XIII of the Companies Act, 1956, Mr. Sumanth re-appointment. Ramamurthi be and is hereby reappointed as Managing Director of the Company for period of three years with effect form 3. To appoint a Director in the place of Mr. B Vijayakumar, who retires 01.04.2011, on the following terms and conditions, whilst also by rotation and being eligible, offers himself for re-appointment. noting his concurrent Managing Directorship in Kakatiya Textiles 4. To appoint Auditors and to fix their remuneration. Limited, without remuneration. Special Business Remuneration 5. To consider and, if thought fit, to pass with or without I. Salary: Rs.1,50,000/- per month with an annual increment of modification, the following resolution as a Special Resolution. Rs.15,000/- Resolved that pursuant to the provisions of Section(s) 198, 269, II. Commission: 1.5% of the net profit of the Company. 309, 310, 316 and other applicable provisions, if any, read with III. Perquisites Schedule XIII of the Companies Act, 1956, Mr. Vidyaprakash D In addition to salary and commission, perquisites shall be allowed be and is hereby reappointed as Executive Chairman of the as detailed below Company for a period of three years with effect from 01.04.2011 on the following terms and conditions, whilst also noting his 1. Housing: Unfurnished residential accommodation will be provided. concurrent Managing Directorship in Coimbatore Pioneer Fertilizers In its absence, 60% of the salary will be paid as house rent Limited, with remuneration. allowance. Remuneration 2. The following perquisites shall be allowed subject to the maximum I. Salary: Rs.1,00,000/- per month with an annual increment of of 40% of the salary. Rs.10,000/- Medical: Reimbursement of expenses actually incurred for self II. Commission: 1.5% of the net profit of the Company. and his family. Leave Travel Concession: Leave Travel Concession for self and III. Perquisites his family. In addition to salary and commission, perquisites shall be allowed Gas, Water etc: Reimbursement of expenditure incurred on gas, as detailed below electricity, water, furnishing and appliances. 1. Housing: Unfurnished residential accommodation will be Club fee: For self. provided.In its absence, 60% of the salary will be paid as house rent allowance. Insurance: Life, Health and personal accident insurance cover for self. 2. The following perquisites shall be allowed subject to the maximum of 40% of the salary. In any year, if the perquisites specified in Part-III, Sub- clause (2) above, are not availed in full, the unutilised portion of the limit Medical: Reimbursement of expenses actually incurred for shall be carried over for a period of three years. self and his family. 3. He shall also be eligible for the following benefits, which shall not Leave Travel Concession: Leave Travel Concession for self be included in the computation of the ceiling on the remuneration. and his family. a. PF: Contribution to Provident Fund to the extent it is not Gas, Water etc: Reimbursement of expenditure incurred on taxable under the Income Tax Act, 1961. gas, electricity, water, furnishing and appliances. b. Gratuity: Gratuity payable at the rate not exceeding 15 days Club fee: For self. salary for each completed year of service. Insurance: Life, Health and personal accident insurance cover 4. Free use of Company Car with driver and telephone at his for self. residence. In any year, if the perquisites specified in Part-III, Sub-clause (2) Resolved Further that in the event of no profits or inadequacy above, are not availed in full, the unutilised portion of the limit of profits, the remuneration and perquisites payable to Mr. shall be carried over for a period of three years. Sumanth Ramamurthi, Managing Director, shall not exceed the 3. He shall also be eligible for the following benefits, which shall not limits specified in Schedule XIII of the Companies Act, 1956 or be included in the computation of the ceiling on the remuneration. such other limits as may be notified by the Government from time to time as minimum remuneration. a. PF: Contribution to Provident Fund to the extent it is not Resolved Further that the terms and conditions set out for taxable under the Income Tax Act, 1961. appointment and/or agreements shall be altered and varied from b. Gratuity: Gratuity payable at the rate not exceeding 15 days time to time by the Board as it may, in its discretion, deem fit. salary for each completed year of service. For and on behalf of the Board Resolved Further that in the event of no profits or inadequacy of Coimbatore Vidyaprakash D profits, the remuneration payable to Mr. Vidyaprakash D, executive 26th May, 2011 Chairman 2 Notes: financial year 1994-95. The concerned members may therefore 1. Every member entitled to attend and vote at the meeting is submit their claims to the Registrar of Companies, Coimbatore entitled to appoint a proxy. Such a proxy need not be a member (Tamilnadu), Stock Exchange Building, Singanallur, Coimbatore – of the company. 641 005. 2. Instrument appointing a proxy should be deposited at the 8. The Company has transferred the amount of unclaimed dividends registered office of the Company not less than 48 hours before paid from 1995-96 to 2003-04 to the Investors Education and the commencement of the meeting. Protection Fund of the Central Government as required under Sections 205A and 205C of the Companies Act, 1956. 3. Members / Proxies should bring the attendance slips duly filled and signed for attending the meeting. 9. As per the amended provisions of the Companies Act, 1956 dividend remaining unclaimed for a period of 7 years has to be 4. The explanatory statement in respect of the special business transferred to the Investors Education and Protection Fund pursuant to Section 173 of the Companies Act, 1956 is annexed established by the Central Government. Any claim relating to the hereto. unclaimed dividend for the financial years from 31.03.2005 to 5. The register of members and share transfer books of the company 31.03.2008 should be made at the earliest to the company. Once will remain closed from 27.08.2011 to 02.09.2011 (both days the unclaimed dividends are transferred to the Investors Education inclusive). and Protection Fund, the shareholders cannot claim the dividend 6. The brief profile and other information in respect of Non-Executive thereafter from the Company. Directors seeking re-appointment are furnished in the notice. 10. The members are requested to forward their share transfer deed(s) 7. The Company has transferred the unclaimed dividend to the General and other communications directly to the Registrar and share Revenue Account of the Central Government for and up to the transfer agent of the company M/s Link Intime India Pvt Ltd. Details of Directors seeking Appointment / Re-appointment at the forthcoming Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement) Name Mr. D Sarath Chandran Mr.