BANNARI AMMAN SPINNING MILLS LIMITED Resd. Otfi@ : 252, M.tlu oaray. m Road, Cojmbalore - 641 043 Tamitnadu |NDIA Taephone :0422-2435555 Fax :0,12243A3325 E mait:[email protected] crNi117111T21939P1C002476 Webs le: w.bannaimt s@m 28.9 2016 a AsMt/ sEc/ 4 4 1 / BSE/ 2A 16-20 77 BsE LtMrTEo / FLOOR25, PHIROZE IEEIEEBHOY TOWER5, DALALSTREET MUMBAL4OOOOl Sir, sub: Filling oi Annuat Report as adopted bv the shareholders at the Annual GeheralMeeting-Regulation34(1)-reg. (Listing ano Pursuant to the provisions of Regulation 34(1) of SEBI obligations copv the Disclosufe Requirements) Regulalion, 2015, we file herewith soit ot ceneGl annual Report duly adopted bv the shareholde6 at the 26'h<Annla Meeting held on 28.9.2016' Please take on the record ofthe above NARIAMMAN SPINNING MILLS LIMITED NK - CONTENTS Board of Directors ............................................................................................................................... 1 Notice to Shareholders ...................................................................................................................... 2 Directors' Report ................................................................................................................................. 9 Annexure to Directors' Report ....................................................................................................... 18 Corporate Governance Report ....................................................................................................... 36 Management Discussion and Analysis ......................................................................................... 49 Auditors' Certificate on Corporate Governance ......................................................................... 53 Independent Auditors' Report on Standalone Financial Statements .................................... 54 Standalone Balance Sheet .............................................................................................................. 62 Standalone Statement of Profit and Loss Account ................................................................. 63 Standalone Cash Flow Statement ................................................................................................. 64 Notes to Standalone Financial Statements ................................................................................. 66 Independent Auditors' Report on Consolidated Financial Statements .................................98 Consolidated Balance Sheet ........................................................................................................ 102 Consolidated Statement of Profit and Loss Account ............................................................. 103 Consolidated Cash Flow Statement ........................................................................................... 104 Notes to Consolidated Financial Statements ........................................................................... 106 Financial Performance - Year wise ...............................................................................................134 BANNARI AMMAN SPINNING MILLS LTD BOARD OF DIRECTORS Sri S V Arumugam - Chairman & Managing Director Sri K N V Ramani - Director Sri C S K Prabhu - Director Dr K R Thillainathan - Director Sri S Palaniswami - Director Sri K Sadhasivam - Director Smt S Sihamani - Director CHIEF EXECUTIVE OFFICER Sri A Senthil COMPANY SECRETARY CHIEF FINANCIAL OFFICER Sri N Krishnaraj Sri C S Balakumar AUDITORS INTERNAL AUDITORS COST AUDITOR M/s P N Raghavendra Rao & Co M/s B M & Associates Sri M Nagarajan Chartered Accountants Chartered Accountants Cost Auditor Coimbatore - 641 009 Coimbatore - 641 014 Coimbatore - 641 018 REGISTERED OFFICE BANKERS 252, Mettupalayam Road The Karur Vysya Bank Limited Coimbatore - 641 043 Tamilnadu Corporation Bank Ph No : 0422 - 2435555 ICICI Bank Limited www.bannarimills.com Oriental Bank of Commerce CIN : L17111TZ1989PLC002476 Indian Overseas Bank Bank of Maharastra Indian Bank Allahabad Bank Kotak Mahindra Bank Bank of Bahrain and Kuwait B.S.C. 1 BANNARI AMMAN SPINNING MILLS LTD NOTICE TO SHAREHOLDERS NOTICE is hereby given that the 26th Annual General Meeting of the Members of the Company will be held at Nani Kalaiarangam, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore - 641037 on Wednesday, the 28th day of September, 2016 at 9.15 AM to transact the business set out in the agenda given below: You are requested to make it convenient to attend the meeting. AGENDA ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company both Standalone and Consolidated for the financial year ended 31st March, 2016, the reports of the Board of Directors and the Auditors thereon; 2. To declare dividend on equity shares 3. To appoint a Director in the place of Sri S V Arumugam, (DIN 00002458) who retires by rotation and being eligible, offers himself for re-appointment 4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED that pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and pursuant to the recommendations of the Audit Committee of the Board, and pursuant to the resolution passed by the members at the Annual General Meeting held on 25th August, 2014, the appointment of the auditors of the Company viz., M/s P N Raghavendra Rao and Co., Chartered Accountants, Coimbatore (Firm Registration No.003328S), to hold office from the conclusion of this 26th Annual General Meeting and untill the conclusion of 27th Annual General Meeting and to audit the Accounts of the Company for the financial year ending 31.3.2017 be and is hereby ratified and that the Board of Directors be and are hereby authorised to fix their remuneration for the Financial Year 2016-17, as per recommendation of Audit Committee. SPECIAL BUSINESS 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of Audit Committee the remuneration of `1,00,000 (Rupees One Lakh only) (besides reimbursement of out of pocket expenses incurred by him for the purpose of Audit) payable to Sri M Nagarajan, Cost Auditor (Firm Registration No. 102133), as approved by the Board of Directors for conducting the audit of the Cost Records of the Company for the Financial Year ending 31st March 2017 be and is hereby ratified and confirmed. By Order of the Board S V ARUMUGAM Coimbatore Chairman & Managing Director th 25 May, 2016 DIN 00002458 2 BANNARI AMMAN SPINNING MILLS LTD Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capital of the Company. Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote at the meeting. 2. Proxies, in order to be effective, should be deposited with the Company, forty eight hours before the commencement of the meeting. 3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business in respect of item 5 of the Agenda is annexed hereto. 4. The Register of Members and the Share Transfer Books of the Company will remain closed from 22.9.2016 to 28.9.2016 (both the days are inclusive). 5. The dividend, if declared, will be paid to those members whose names appear on the Register of Members of the Company as on 21.9.2016. In respect of dematerialized shares, dividend will be paid on the basis of the beneficial ownership furnished by the National Security Depository Limited and Central Depository Services (India) Limited at the end of the business hours on 21.9.2016. 6. The dividend remaining unclaimed for a period of 7 years will be transferred to Investor Education and Protection Fund established under section 205C of the Companies Act, 1956 on the respective due dates; upon such transfer, no claim shall be lie against the Company or the Central Government for such unclaimed dividend. 7. Members are requested to bring their copy of the Annual Report along with them to the meeting. 8. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means, as an alternate, to all its Members to enable them to cast their votes electronically instead of casting their vote at a meeting. Please note that the voting through electronic means is optional for the members. 9. The voting through electronic means will commence on 25.9.2016 at 10.00 a.m and will end on 27.9.2016 at 5.00 p.m. The Members will not be able to cast their vote electronically beyond the date and time mentioned above and the e-voting system shall be disabled for voting thereafter. 10. The