Mr L Vasudev · 2018-08-31 · Mr L Vasudev CHIEF FINANCIAL OFFICER Mr C N Gayathri Narayanan KG...

M/s. Gopalaiyer and SubramanianChartered Accountants

Mr L Vasudev

Mr C N Gayathri NarayananCHIEF FINANCIAL OFFICER

KG FABRIKS LIMITED

KG Fabriks LimitedCIN : U65999TZ1994PLC005630

Registered Office : Plot No. FF - 1, SIPCOT IGC, Perundurai - 638 052Ph: 0422 - 3019291 Fax: 0422 - 3019110 Email:[email protected], www.kgfabriks.com

NOTICE OF TWENTY THIRD ANNUAL GENERAL MEETINGNotice is hereby given that the TWENTY-THIRD ANNUAL GENERAL MEETING of the Members ofKG FABRIKS LIMITED will be held on Tuesday, the 12th September 2017 at 4.30 p.m. at the RegisteredOffice of the company at Plot No FF-1, SIPCOT IGC, Perundurai – 638052, Erode District to transactthe following business:

ORDINARY BUSINESS

1. To consider and if deemed fit, to pass, with or without modification(s), the following resolution asan ORDINARY RESOLUTION:

To receive, consider and adopt the Financial Statements of the Company for the year ended 31st

March 2017, including Audited Balance Sheet as at 31st March 2017, Statement of Profit and Loss,Cash Flow Statement and the Reports of the Directors and Auditors thereon.


To appoint a Director in place of Shri A Velusamy, (DIN 00002204) who retires by rotation at thisAnnual General Meeting and being eligible, offers himself for re-appointment.


“RESOLVED THAT to Section 139 and other applicable provisions, if any, of the Companies Act, 2013and the Rules thereunder (including any statutory modification(s) or re-enactment thereof for thetime being in force), the Company hereby ratifies the appointment of M/s. Gopalaiyer & Subramanian,Chartered Accountants, Coimbatore (ICAI Registration No.000960S) as the Statutory Auditor of theCompany, to hold office from the conclusion of this Annual General Meeting until the conclusion ofthe next Annual General Meeting of the Company on a remuneration of Rs.1.00 Lakhs plus servicetax and reimbursement of out of pocket expenses for the financial year 2017-18.”

SPECIAL BUSINESS


“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the CompaniesAct, 2013 and the Rules made thereunder, as amended from time to time, the Company herebyratifies the remuneration of Rs.65,000/- (Rupees Sixty five thousand only) plus service tax and out-of-pocket expenses payable to Shri M Nagarajan, Cost Accountant, (M No. 6384) who have beenappointed by the Board of Directors as the Cost Auditor of the Company, to conduct the audit of thecost records of the Company, for the Financial Year ending 31st March, 2018.”

By Order of the BoardCoimbatore KG Baalakrishnan07.07.2017 (DIN 00002174)

Chairman

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mailto:Email:[email protected],

http://www.kgfabriks.com

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND TO VOTE ON HIS / HER BEHALF AND SUCH A PROXY NEED NOT BEA MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding Fifty (50) and holding in theaggregate not more than 10% of the total share capital of the Company. In case a proxy is proposedto be appointed by a member holding more than 10% of the total share capital of the Companycarrying voting rights, then such proxy shall not act as a proxy for any other person or member.

The Instrument of Proxy in order to be effective, should be deposited at the Registered Office ofthe Company, duly completed and signed, not less than 48 hours before the commencement ofthe meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the Companies,Societies etc., must be supported by an appropriate resolution / authority, as applicable.

2. Statement of Material facts pusuant to Section 102 of the Companies Act, 2013 for Item No.4 ofthe Notice is annexed hereto.

3. Re-appointment of Directors.

At the ensuring Annual General Meeting Shri A Velusamy retires by rotation and being eligible offerhimself for re-appointment.

4. Members are requested to notify any change in their address to Company’s Registered Officeimmediately.

5. The Register of Members and Share Transfer Books of the Company will remain closed fromWednesday, 6th September 2017 to Tuesday 12 th September 2017 (both days inclusive).

6. As per green initiative taken by the Ministry of Corporate Affairs, the shareholders are advised toregister their e-mail address with the Company to enable service of documents such as Notice,Annual Report etc., in electronic form.

7. VOTING THROUGH ELECTRONIC MEANS

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014, the Company is pleased to provide itsmembers facility to exercise their right to vote at the 23rd Annual General Meeting (AGM) on theitems mentioned in the notice by electronic means through e-voting Services provided by CDSL.

a) As the Company, being a Unlisted Public Company and having more than 1000 Shareholders,is compulsorily required to provide e-voting facility to its members in terms of Section 108of the Companies Act, 2013 read with the Rules made there under with effect from 01.01.2015it has engaged the service of Central Depositary Service Limited (CDSL), as the authorisedagency to provide the e-voting facilities. The instructions for e-voting is provided below.

b) The facility for voting through Ballot Paper shall be made available at the Annual GeneralMeeting and the members attending the meeting should note that those who are entitled tovote but have not exercised their right to vote by ‘Remote e-voting’ may vote at the mettingthrough Ballot paper.

c) The e-voting period commences on Saturday, 9th September 2017 at 9.00 a.m and ends onMonday, 11th September 2017 at 5.00 p.m During this period shareholders’ of the Companyas on the cut-off date (record date) of 5th September 2017, may cast their vote electronically.The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on aresolution is cast by the shareholder, the shareholder shall not be allowed to change itsubsequently.

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d) The voting rights of shareholders shall be in proportion to their shares of the paid up equityshare capital of the Company as on the cut-off date (record date) of 5th September 2017.

e) Shri M.R.L.Narasimha FCS, Practising Company Secretary, has been appointed as theScrutinizer to scrutinize the e-voting process in a fair and transparent manner.

f) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusionof the e-voting period unblock the votes in the presence of at least two (2) witnesses not inthe employment of the Company and make a Scrutinizer’s Report of the votes cast in favouror against, if any, forthwith to the Chairman of the Company.

g) The Results shall be declared on or after the AGM of the Company along with the Scrutinizer’sReport

The instructions for shareholders voting electronically are as under:

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

(ii) Click on Shareholders.

(iii) Now Enter your User ID

Members holding shares in Physical Form should enter Folio Number registered with theCompany.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are a first time user follow the steps given below:

(vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Members holding shares in physical form will then directly reach the Company selection screen.It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential.

(viii) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevant KG FABRIKS LIMITED on which you choose to vote.

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For Members holding shares in Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department Members who have not updated their PAN with the Company are requested

to use the first two letters of their name and the 8 digits of the sequencenumber (which is printed in address lable as sl no) in the PAN field.

In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters of the namein CAPITAL letters. Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asrecorded in your demat account or in the company records in order to login.If both the details are not recorded with the depository or company pleaseenter the member ID / folio number in the Dividend Bank details field asmentioned in instruction (iv).

Dividend BankDetails OR

Date of Birth(DOB)

http://www.evotingindia.com.

(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that youassent to the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation boxwill be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, clickon “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Votingpage.

(xv) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for androidbased mobiles. The m-Voting app can be downloaded from Google Play Store. Apple andWindows phone users can download the app from the App Store and the Windows Phone Storerespectively. Please follow the instructions as prompted by the mobile app while voting on yourmobile.

(xvi) Note for Non – Individual Shareholders and Custodians

o Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com and register themselves as Corporates.

o A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to [email protected].

o After receiving the login details a Compliance User should be created using the admin login andpassword. The Compliance User would be able to link the account(s) for which they wish to voteon.

o The list of accounts linked in the login should be mailed to [email protected] andon approval of the accounts they would be able to cast their vote.

o A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issuedin favour of the Custodian, if any, should be uploaded in PDF format in the system for thescrutinizer to verify the same.

(xvii) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help sectionor write an email to [email protected].


Chairman

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http://www.evotingindia.com

mailto:[email protected].

mailto:[email protected]

http://www.evotingindia.com,

mailto:[email protected].

ITEM No.4

The Board, on the recommendation of the Audit Committee, has approved the appointment andremuneration of Shri M Nagarajan, Cost Accountant as the Cost Auditor to conduct the audit ofthe cost records of the Company for the financial year ending March 31st, 2018 at the remunerationof Rs.65,000/-p.a.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committeeand approved by the Board of Directors, has to be ratified by the members of the Company. Accordingly,consent of the members is sought for passing an Ordinary Resolution as set out at Item No.4 of theNotice for ratification of the remuneration payable to the Cost Auditor for the financial year ending March31st, 2018.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way,concerned or interested, financially or otherwise, in the aforesaid ordinary resolution.


Chairman

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STATEMENT OF MATERIAL FACTS CONCERNING ITEM NO.4 OF THE SPECIAL BUSINESS(Annexed to notice pursuant to Section 102 of the Companies Act, 2013)

ROUTE MAP TO THE VENUE OF THE AGM

Chengapalli HighwaySalem Coimbatore

Perundurai Road Service Road

SIPCOT

KGFABRIKS

LTD

Report of the Directors to the Shareholders

We have pleasure in presenting the Twenty third Annual Report of the Company together with the AuditedStatement of Accounts for the year ended 31st March 2017.

State of the Company’s affairs

During the period under review, Company undertook expansion of dyeing and sizing capacity by goingin for the second Dyeing & Sizing line at a cost of Rs 750 lakhs with term loan of Rs. 600 lakhs fromCanara Bank under the Amended Technology Upgradation Funds Scheme. The project was commissionedon 18.3.2017.

Performance

Company produced 114.50 lakh meters for the year as against 106.76 lakh meters during previous yeardue to change in product and market trend. Sales for the year were 113.78 lakh meters as against105.22 lakh meters for previous year including exports of 11.02 lakh meters for the year against 4.93lakh meters for the previous year. Company is taking proactive steps to increase production and qualityby making further improvements in the plant facilities.

Sales for the year were Rs 17412 lakhs as against sales of Rs 16346 lakhs for the previous yearExports for the year were Rs.1813 lakhs as against Rs 861 lakhs for the previous year. Profitability ofoperations improved during the year due to various measures initiated for increasing output, quality andcost reduction. Company is taking further steps to improve profitability by going in for latest productsand supply to brands.

Outlook

Denim market in India is clocking a consistent compound average growth rate of 12 to 15% peryear.Denim is also witnessing the fastest growth rate as an apparel fabric as there is increasingacceptability of denim amongst all strate of Indian society. Denim is not a casual wear but more of afashion statement. It has become gradually popular in semi urban and rural markets too.

Though the market is currently dominated by men’s wear other segments are also catching up fast.The general demand is also expected to shift towards premium quality products. India has about 42denim fabric mills with manufacturing capacity ranging from 10 MMPA to 153 MMPA. Differentiatedproducts, which others cannot easily manufacture and trying to be in tune with the fashion, is going tobe the key to success.

Your company developed new products like recycled denim, biodegradable denim, burnout denim anddenim with line blends and tencel denims. New fibrers, new concepts and new yarns are being triedto create a niche in the denim industry.

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(` in Lakhs)Financial Results Year ended Year ended

31.03.2017 31.03.2016Total Revenue 17437 16369Gross profit 1905 1673Interest 1128 1201Profit before Depreciation 777 472Depreciation 340 332Net Profit before Tax 437 140

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Health, Safety, and Environment Protection

Your Company has complied with all the applicable environmental laws and labour laws. The Companycontinues to be certified under ISO 9001:2008 Standard for manufacture of denim and industrial fabrics.Company also holds approval of HOHENSTEIN Textile Testing Institute, Germany for use of Oeko-Texmark. The Company has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

Dividend

The earnings of the Company was better over the last year and your directors have decided to retainthe same to strengthen working capital margin. Hence no dividend could be recommended.

Transfer of Amount to Reserves

The Company does not propose to transfer any amount to General Reserve for the financial year ended31st March, 2017.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declaredand paid last year.

Meetings of the Board of Directors

During the year ended 31st March, 2017, four Board Meetings were held.

The dates on which the Board meetings were held are 25.06.2016, 13.09.2016, 25.11.2016 & 24.02.2017.

Independent Directors’ Meeting

During the year under review, the Independent Directors met on 24th February 2017 inter alia, to evaluatethe performance of Non-Independent Directors, Chairman and the Board of Directors as a whole.Evaluation was done on the basis of attendance, quality of discussion in the meetings, content andtimeliness of flow of information between the Management and the Board that is necessary for the Boardto effectively and reasonably perform its duties. All the Independent Directors were present at themeeting.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to theDirectors’ Responsibility Statement the Board of Directors of the Company hereby confirms:

i. that in the preparation of the Annual Accounts the applicable accounting standards have beenfollowed;

ii. that the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and Statement of Profit andLoss Account of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March,2017 on a going concern basis;

v. that the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Extracts of Annual Return

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act,2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same isenclosed as Annexure- I to this Report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuantto provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies(Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earningsand outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 isprepared and the same is enclosed as Annexure – II to this Report.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri A Velusamy (DIN00002204) retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

The Independent Directors, Shri L Vasudev (DIN 07237448), Shri D Kumaravel (DIN 00004827) and ShriR Rajesh (DIN 02449223) have given declaration that they meet the Criteria of independence as laiddown under Section 149(6) of the Companies Act, 2013.

There is no other change in the Board of Directors of the Company.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1. Shri A Velusamy Wholetime Director

2. Shri C N Gayathri Narayanan Chief Financial Officer

3. Shri G Sasikumar Company Secretary

Committees of the Board.

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Committee of Directors (Stakeholders’ Relationship Committee)

Audit Committee

Audit Committee comprises of Shri L Vasudev, Chairman, Shri A Velusamy and Shri R Rajesh asmembers. The Committee met on 25.06.2016, 13.09.2016, 25.11.2016 & 24.02.2017, which was attendedby all the members of the Committee.

There is no such incidence where Board has not accepted the recommendation of the Audit Committeeduring the year under review.

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Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Shri Duraipandian Kumaravel, Chairman,Shri A Velusamy and Shri R Rajesh as members. The Committee met on 13.02.2017, which wasattended by all the members of the Committee.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Shri Duraipandian Kumaravel, Chairman,Shri A Velusamy and Shri R Rajesh as members. The Committee met as detailed, which was attendedby all the members of the Committee.

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18.05.2016 06.09.2016 14.11.2016 30.01.2017 01.03.2017

27.06.2016 16.09.2016 22.11.2016 13.02.2017 13.03.2017

13.07.2016 03.10.2016 28.11.2016 20.02.2017 20.03.2017

08.08.2016 04.11.2016 18.01.2017 27.02.2017 31.03.2017

Evaluation by the Board

The Board has made a formal annual evaluation of its own performance, Committees of the Board,Independent Directors and Individual Directors of the Company. The Board’s performance was evaluatedbased on the criteria like structure, governance, dynamics & functioning, approval & review of operations,financials and internal controls etc.

The performance of the Independent Directors as well as Individual Directors including the Chairmanof the Board were evaluated based on the evaluation criteria laid down under the Nomination andRemuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified bythe Board to the said Committee. The Board of Directors were satisfied with the evaluation processwhich ensured that the performance of the Board, its Committees, Independent Directors and IndividualDirectors adhered to their applicable criteria.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed apolicy for determining qualifications, positive attributes and independence of a Director. It hasrecommended to the Board a policy relating to the remuneration of the Managing Director/WholetimeDirector/CFO/Company Secretary and is provided as Annexure - III forming part of this report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact thegoing concern status of the Company and its future operations. There are no material changes andcommitments, if any, affecting the financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statements relate and the date of thereport.

Particulars of Employees :

The information required pursuant to Section 197 read with rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, isnot applicable.

Particulars of Loans and Investments under Section 186 of Companies Act, 2013

The details of Loans and Investments made during the Financial Year ended on 31st March, 2017 aregiven in the notes to financial statements in compliance with the provisions of Section 186 of theCompanies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Particulars of Contracts and Arrangements with Related Parties Referred to in Sub-Section (1) ofSection 188 of Companies Act, 2013

All related party transactions that were entered into during the financial year were on an arm’s lengthbasis and were in the ordinary course of business. There are no materially significant related partytransactions made by the Company with Promoters, Directors, Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement giving details of all related party transactions is placedbefore the Audit Committee and the Board of Directors for their approval on a quarterly basis. None ofthe Directors has any pecuniary relationships or transactions vis-à-vis the Company.

In response to Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangementswith related parties during the year under review are given in the Form AOC-2, annexed herewith asAnnexure IV.

Statutory Auditors

The Company, at its 22nd Annual General Meeting (AGM) held on September 26, 2016, appointedM/s. Gopalaiyer and Subramanian, Chartered Accountants, Coimbatore, having (Firm RegistrationNo.000960S), as Statutory Auditors of the Company to hold office for five consecutive years from theconclusion of the aforesaid AGM, subject to ratification at every AGM. The Auditors’ Report for the yearended March 31st, 2017 does not contain any qualification or adverse remark and the same is attachedwith the Annual Report. The Company has obtained certificate, under Section 141 of the CompaniesAct, 2013, from M/s.Gopalaiyer and Subramanian, Chartered Accountants (Firm RegistrationNo.000960S), confirming their eligibility for being the Statutory Auditors of the Company for the FinancialYear 2017-18.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice ofAnnual General Meeting for seeking approval of members.

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, yourCompany has been carrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of Audit Committee, at their meeting held on 24.02.2017,appointed Shri M Nagarajan, Cost Accountant (M No. 6384) as Cost Auditor to audit the cost accountsof the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolutionseeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Noticeconvening the Annual General Meeting for their ratification.

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Internal Financial Controls and their adequacy

The Company has put adequate systems and procedures in place to ensure internal financial controlswith reference to financial statements. The Company’s internal auditors carry out regular checks on theadequacy of the internal financial controls.

Vigil Mechanism

The Board of Directors have adopted a Whistle Blower Policy, which aims for conducting the affairs ina fair and transparent manner by adopting highest standards of professionalism, honesty, integrity andethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actualor suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguardsagainst the victimization of employees who avail of the mechanism and allows direct access to theChairperson of the Audit Committee in exceptional cases.

Environment

The Company is primarily focused on environmental management system. It ensures that themanufacturing of products is carried on without affecting the environment in the working area andsurroundings.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace inaccordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013. During the financial year ended 31st March, 2017, the Company has not received anycomplaints pertaining to sexual harassment.

Legal Requirements

The Company is conscious of improving the occupational and personal health of its employees. Inaddition to free medical camps, the Company also organizes employees’ health check up in outsidehospitals on an annual basis.

The Company provides a safer work environment for its employees. Basic equipments are provided toensure safety from fire. Awareness classes are being conducted periodically with the help of externalagencies about the basic safety, fire fighting, mock drills, mass evacuation first aid etc.,

Insurance

All properties and insurable interests of the Company including building, plant and machinery andstocks have been fully insured.

Finance

Your Directors acknowledge with gratitude, the valuable assistance and support extended by ourBankers for term loans and working capital ie., Canara Bank, Oriental Bank of Commerce, IndianOverseas Bank, State Bank of Patiala and State Bank of India.

Material changes and commitments

There are no material changes and commitments in the business operations of the Company from thefinancial year ended 31st March, 2017 to the date of signing of the Director’s Report.

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Personnel

The Directors wish to place on record their appreciation for the co-operation extended by all sectionsof the employees.

Acknowledgment

The Directors take this opportunity to place on record their sincere thanks to the Banks, InsuranceCompanies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time.

Our humble prayers to Sri Venkateswaraswamy Vari of Then Thirumalai for the continued prosperity ofthe Company.

On behalf of the Board KG BAALAKRISHNAN

Chairman DIN: 00002174

Coimbatore07.07.2017

Annexure I - FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2017Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company

(Management & Administration) Rules, 2014.I REGISTRATION & OTHER DETAILS:1 CIN U65999TZ1994PLC0056302 Registration Date 23.12.19943 Name of the Company KG Fabriks Limited4 Category/Sub-category of the Company Textiles5 Address of the Registered office Plot No. FF-1, SIPCOT IGC, Perundurai – 638 052

& contact details Phone No : 0422 3019291, [email protected] Whether listed company No7 Name, Address & contact details of Cameo Corporate Services Ltd

the Registrar & Transfer Agent, if any. “Subramanian Building”No.1, Club House Road, Chennai - 600 002Phone No : 044 28460390 (5 lines)[email protected]

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing10 % or more of the total turnover of the company shall be stated)

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

IV SHARE HOLDING PATTERN(Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding

(1) Indiana) Individual/ HUF - 9070479 9070479 43.69 - 9869379 9869379 47.54 3.85b) Central Govtc) State Govt(s)d) Bodies Corp. 7152575 7152575 34.45 6402575 6402575 30.84 (3.61)e) Banks / FIf) Any otherTotal shareholding - 16223054 16223054 78.14 - 16271954 16271954 78.38 0.24of Promoter (A)

Category ofShareholders

No. of Shares held atthe beginning of the year

No. of Shares held atthe end of the year

%Changeduring

the year

Demat Physical Total %of TotalShares Demat Physical Total %of Total

SharesA. Promoters

S.No. Name and Description ofmain products / services

NIC Code of the Product /service

% to total turnover of thecompany

1 Denim Fabrics 1312 100%

S.No. Name and Description ofmain products / services

NIC Code of the Product /service

% to total turnover of thecompany

1 NIL NIL NIL

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B. Public Shareholding1. Institutions - - - - - - - - -a) Mutual Funds - - - - - - - - -b) Banks / FI - - - - - - - - -c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital - - - - - - - - - Fundsf) Insurance Companies - - - - - - - -g) FIIs - - - - - - - - -h) Foreign Venture - - - - - - - - - Capital Fundsi) Others (specify) - - - - - - - - -Sub-total (B)(1):- - - - - - - - - -2. Non-Institutionsa) Bodies Corp. - 22200 22200 0.11 - 21700 21700 0.10 (0.01)i) Indian - - - - - - - - -ii) Overseas - - - - - - - - -b) Individuals - - - - - - - - -i) Individual shareholders holding nominal - 4514809 4514809 21.75 - 4466409 4466409 21.51 (0.24) share capital upto Rs. 1 lakhii) Individual shareholders holding nominal share capital in - - - - - - - - - excess of Rs 1 lakhc) Others (specify) - - - - - - - - -Non Resident Indians - - - - - - - - -Overseas - - - - - - - -Corporate BodiesForeign Nationals - - - - - - - - -


No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year

%Changeduring

the year


Shares

14

15

1 Shri KG Baalakrishnan 6628334 31.93 - 6628334 31.93 - Nil2 K G Denim Ltd 3270000 15.75 - 3270000 15.75 - Nil3 Sri Kannapiran Mills Ltd 2825575 13.61 - 2825575 13.61 - Nil4 Shri B Srihari 864800 4.17 - 913700 4.40 - 0.235 Shri B Sriramulu 780009 3.75 - 780009 3.75 - Nil6 Smt B Sathyabama 775009 3.73 - 1525009 7.34 - 3.617 Sri Balamurugan Textile

Processing Ltd 307000 1.47 - 307000 1.47 - Nil8 Smt Deepika Karthikeyan 10800 0.05 - 10800 0.05 - Nil9 Dr G Bakthavathsalam 4509 0.02 - 4509 0.02 - Nil10 Smt R Vasanthi 2500 0.01 - 2500 0.01 - Nil11 Smt V Sarathadevi 2500 0.01 - 0 0.00 - (0.01)12 Shri B Ashok 1509 0.00 - 1509 0.00 - Nil13 Shri D Balasundaram 500 0.00 - 500 0.00 - Nil14 Shri A Velusamy 9 0.00 - 2509 0.01 - 0.0115 Crocodile India P Ltd. 750000 3.61 - 0 0.00 - (3.61)

B) Shareholding of Promoters

SN Shareholder’s Name Shareholding at the beginningof the year

Shareholding at the end ofthe year

No. ofShares

% of totalShares of

the company

%of SharesPledg ed /

encumbered totota l shares

%of SharesPledg ed /

encumbered tototal shares

No. ofShares

% of totalShares of

the company

% changein

shareholdingduring the

year


No. of Shares held at thebeginning of the year

No. of Shares held at theend of the year

%Changeduring

the year


SharesClearing Members - - - - - - - - -Trusts - - - - - - - - -Foreign Bodies - - - - - - - - -Sub-total (B)(2):- - 4537009 4537009 21.86 - 4488109 4488109 21.62 (0.23)Total PublicShareholding(B)=(B)(1)+ (B)(2) - 4537009 4537009 21.86 - 4488109 4488109 21.62 (0.23)C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -Grand Total (A+B+C) - 20760063 20760063 100.00 - 20760063 20760063 100.00

1 SRIHARI B At the beginning of the year 01-Apr-2016 864800 4.16 864800 4.16 Purchase 18-May-2016 15700 0.07 880500 4.24 Purchase 27-Jun-2016 2300 0.01 882800 4.25 Purchase 13-Jul-2016 3800 0.01 886600 4.27 Purchase 06-Sep-2016 5700 0.02 892300 4.29 Purchase 16-Sep-2016 5100 0.02 897400 4.32 Purchase 04-Nov-2016 1700 0.00 899100 4.33 Purchase 21-Nov-2016 500 0.00 899600 4.33 Purchase 30-Jan-2017 7300 0.03 906900 4.36 Purchase 13-Feb-2017 5200 0.02 912100 4.39 Purchase 20-Mar-2017 1600 0.00 913700 4.40 At the end of the Year 31-Mar-17 913700 4.40 913700 4.40

2 B SATHYABAMA At the beginning of the year 01-Apr-2016 775009 3.73 775009 3.73 Purchase 31-Mar-2017 750000 3.61 1525009 7.34 At the end of the Year 31-Mar-2017 1525009 7.34 1525009 7.34

3 CROCODILE INDIA PVT LTD At the beginning of the year 01-Apr-2016 750000 3.61 750000 3.61 Sale 31-Mar-2017 750000 3.61 0 0.00 At the end of the Year 31-Mar-2017 0 0.00 0 0.00

4 SARATHADEVI V At the beginning of the year 01-Apr-2016 2500 0.01 2500 0.01 Sale 31-Mar-2017 -2500 0.01 0 0.00 At the end of the Year 31-Mar-2017 0 0.00 0 0.00

5 A VELUSAMY At the beginning of the year 01-Apr-2016 9 0.00 9 0.00

Purchase 31-Mar-2017 2500 0.01 2509 0.01 At the end of the Year 31-Mar-2017 2509 0.01 2509 0.01

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the beginningof the year

Cumulative Shareholdingduring the year

No. of shares% of total

shares of thecompany



16

DIRECTORS1 Shri KG Baalakrishnan

At the beginning of the year 6628334 31.93 6628334 31.93At the end of the year 6628334 31.93

2 Shri L Vasudev - - - -3 Shri Duraipandian Kumaravel - - - -4 Shri R Rajesh - - - -5 Shri R Selvakumar - - - -

KEY MANAGERIAL PERSONNEL1 Shri A Velusamy

Whole time DirectorAt the beginning of the year 9 0.00 9 0.00Purchase 31.03.2017 2500 0.01At the end of the year 2509 0.011

2 Shri C N Gayathri Narayanan - - - -Chief Financial Officer

3 Shri G Sasikumar - - - -Company Secretary

17

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each KeyManagerial Personnel

Shareholding at the beginningof the year

Cumulative Shareholdingduring the year





SN For Each of the Top 10Shareholders

Shareholding at the beginningof the year

Shareholding at the end ofthe year





1 Shri O Arumugasamy 10000 0.040 10000 0.0402 Shri Indra Kumar Bagri 7100 0.035 7300 0.0353 Shri M Ayyappan 7200 0.034 7200 0.0344 M/s. Revati Investments P Ltd 5600 0.026 5600 0.0265 Shri R Balamurugan 5000 0.024 5000 0.0246 Shri Kishore P Popat 5000 0.024 5000 0.0247 Shri M Subramaniam 5000 0.024 5000 0.0248 Shri R Umapathi 5000 0.024 5000 0.0249 Shri Dilip Kumar 4500 0.021 4500 0.02110 Smt M C Annamma 3800 0.018 3800 0.018

V Indebtedness -Indebtedness of the Company including interest outstanding/accrued but not due for payment. Rs. In Lakhs

Secured Loansexcluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of thefinancial year

i) Principal Amount 3865.75 57.84 3923.59ii) Interest due but not paid iii) Interest accrued but not due 42.01 0.00 42.01Total (i+ii+iii) 3907.76 57.84 3965.60

Change in Indebtedness duringthe financial year

* Addition 1061.37 0.00 1061.37* Reduction 1788.48 41.59 1830.07Net Change -727.11 - 41.59 -768.70

Indebtedness at the end of thefinancial year

i) Principal Amount 3156.79 16.25 3173.04ii) Interest due but not paid 0 0 0 iii) Interest accrued but not due 23.86 0 23.86 Total (i+ii+iii) 3180.65 16.25 3196.90

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

1 Gross salary (a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 11.00 11.00(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961 1.02 1.02 (c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission- as % of profit- others, specify… 5 Others, please specify Total (A) 12.02 12.02 Ceiling as per the Act

SN. Particulars of RemunerationName of MD/WTD/ Manager

Shri A Velusamy,Whole Time Director

Total Amount

Rs. In Lakhs

18

1 Gross salary - - -(a)Salary as per provisions contained in section17(1) of the Income-tax Act, 1961 6.40 5.80 12.20(b)Value of perquisites u/s 17(2) Income-tax Act,

1961 - - -(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961 - - -2 Stock Option - - -3 Sweat Equity - - -4 Commission - - -

- as % of profit - - - others, specify… - - -

5 Others, please specify - - -Total 6.40 5.80 12.20

VII. Penalties / Punishment/ Compounding of Offences:There were no penalties, punishment or compounding of offences during the year ended31st March 2017

19

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors TotalAmount

Rs. In Lakhs

1 Independent Directors Shri L Vasudev Shri D.Kumaravel Shri R.RajeshFee for attending board / committee 0.60 0.20 0.60 1.40meetingsCommission - - - -Others, please specify - - - -Total (1) 0.60 0.20 0.60 1.40

2 Other Non-Executive Directors Shri KG Baalakrishnan Shri R Selvakumar

Fee for attending board / committee 0.20 0.20 - 0.40meetingsCommission - - - -Others, please specify - - - -

Total (2) 0.20 0.20 - 0.40 Total (B)=(1+2) 0.80 0.40 0.60 1.80 Total Managerial Remuneration (A+B) - - - -

C. Remuneration to key managerial personnel other than MD/Manager/WTD

SN Particulars of Remuneration Key Managerial PersonnelCS CFO Total

Rs. In Lakhs

Annexure – II to DIRECTORS’ REPORTThe conservation of energy, technology absorption, foreign exchange earnings and outgo pursuantto the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies(Accounts) Rules, 2014:

A. CONSERVATION OF ENERGY:

During the year various energy conservation measures were initiated.Additional investments are being implemented for further optimization of expenditure on utilities.

Energy conversion carried over during the year.Energy efficient pumps, Variable Frequency Drive (VFD), additional capacitors, LED lights, Energyefficient motors & gear boxes were installed to save on energy costs.

B. TECHNOLOGY ABSORPTION:i. The Efforts made towards technology absorption:

NILii. The Benefits derived like product improvement, cost reduction, product development or importsubstitution: NIL

iii. Details of technology imported during the past 3 years:No technology has been imported during the past 3 years.

a. The details of technology import: -NIL

b. The year of import: -NILc. Whether the technology has been fully absorbed: -NIL

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: -NIL

iv. The expenditure incurred on Research and Development: -N.A.-

C. FOREIGN EXCHANGE EARNINGS AND OUT GO:The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchangeoutgo during the year in terms of actual outflows:

20

Particulars March 31, 2017 March 31, 2016UsedEarned

550.411812.71

911.17861.22

Rs. In Lakhs

Annexure - III

Nomination and Remuneration Policy

Preamble

The Company strongly believes that human resources which manage other resources is key toorganizational effectiveness. We commit ourselves to integrate human resources with Organizationalgrowth and development for mutual benefit.

Scope

This Nomination and Remuneration Policy has been formulated in compliance with Section 178 andother applicable provisions of the Companies Act, 2013 read with the applicable rules thereto.

Objective

To carry out evaluation of performance of the Directors.

To formulate criteria for determining qualification, positive attributes and independence of a Director.

A. Appointment

Appointment and Remuneration - Managing Director/Wholetime Director/KMP

The appointment, payment of remuneration to the Managing Director/Wholetime time Director/KMP shallbe in accordance with the provisions of the Companies Act, 2013 (as amended from time to time) readwith the applicable Rules framed under the Companies Act, 2013.

Independent Directors

An Independent Director shall possess appropriate skills, experience and knowledge in one or morefields of finance, law, management, sales, marketing, administration, research, Corporate Governance,technical operations or other disciplines related to the Company’s business and such other relatedareas as the Nomination and Remuneration Committee may in its absolute discretion deem fit.

B Remuneration

Decision on structure of remuneration for other employees has been delegated to the ManagingDirector/Wholetime Director/KMP.

C. Evaluation

Executive Directors and Non - Executive Directors

The performance of the Board as a whole, of its Committees, and of its members shall be evaluatedat least once a year keeping in view the objectives of the Company.

Independent Directors

The performance evaluation of Independent Directors shall be done by the Board of Directors, excludingthe Director being evaluated.

21

Annexure – IV

Form No. AOC-2

(Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014).

Form for disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain armslength transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements or transactions not at arm’s length basis

2. Details of material contracts or arrangement or transactions at arm’s length basis

22

S.No.

Amountpaid as

advances,if any

Name of the relatedparty and nature of

relationship

Nature ofcontracts/

arrangements/transactions

Duration of thecontracts /

arrangements/transactions

Salient terms of the contracts orarrangements or transactions including

the value, if any

Date(s) ofapproval bythe Board,

if any1 Sr i Kannapi ran Mi lls Ltd,

Section 2(76)(v ) Publ icCompany in which a directorsholds along with his relativesmore than 2% of its paid upshare capital.

Conversioncontract

3 years till26.09.2018

Conversion of cotton / fibre into yarncovered under Section 188(1)(d) ofCompanies Act, 2013.For the year 2016-17

Rs in lakhsPurchase of Goods 155.64Sale of Goods 6.45Conversion Charges(receipt) 13.86Conversion Charges(Paid) 2475.91

25.06.201613.09.201625.11.201624.02.2017

Nil

INDEPENDENT AUDITORS’ REPORT

To the Members of KG FABRIKS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of KG Fabriks Limited (‘the Company’), whichcomprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss and the Cash FlowStatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements to give atrue and fair view of the financial position, financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraudor error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, and the Rules made thereunder including theaccounting standards and matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act and other applicable authoritative pronouncements issued by the Institute of CharteredAccountants of India. Those Standards and pronouncements require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosuresin the financial statements. The procedures selected depend on the auditors’ judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accounting estimatesmade by the Company’s Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.

23

Opinion

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of thestate of affairs of the Company as at 31st March 2017 and its profit and its cash flows for the year endedon that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”),and on the basis of such checks of the books and records of the Company as we consideredappropriate and according to the information and explanations given to us, we give in the AnnexureB a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books;

(c) The Balance Sheet, the statement of Profit and Loss and the Cash Flow Statement dealt withby this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014;

(e) On the basis of the written representations received from the directors as on 31st March 2017taken on record by the Board of Directors, none of the directors is disqualified as on 31st

March 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report inAnnexure A.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our knowledge and belief and according to the information and explanations given to us:

i. The Company did not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

As required by rule 11(d) of the Companies (Audit and Auditors) Amendment Rules, 2017 andamendment to Schedule III to Companies Act, 2013, we report that

24

The Company has provided requisite disclosures in the financial statements as to holdings as well asdealings in Specified Bank Notes during the period from 8th November 2016 to 30th December, 2016.Based on audit procedures and relying on the management representation we report that the disclosuresare in accordance with books of account maintained by the Company and as produced to us by theManagement.

For GOPALAIYER AND SUBRAMANIANCoimbatore Chartered Accountants07.07.2017

CA.R MAHADEVANPartner

M.No 27497 Firm Regn. No.000960S

25

ANNEXURE - A TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members ofKG FABRIKS LIMITED on the Financial Statements for the year ended March 31st, 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act.

We have audited the internal financial controls over financial reporting of KG Fabriks Limited as of 31st

March 2017 in conjunction with our audit of the financial statements of the Company for the year endedon that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). Theseresponsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business,including adherence to company’s policies, the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of the accounting records, and the timely preparationof reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards onAuditing, deemed to be prescribed under section 143(10) of the Act to the extent applicable to an auditof internal financial controls, both applicable to an audit of Internal Financial Controls and, both issuedby the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financialcontrols over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and proceduresthat

26

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorisationsof management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,use, or disposition of the company’s assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls systemover financial reporting and such internal financial controls over financial reporting were operatingeffectively as at March 31st, 2017, based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For GOPALAIYER AND SUBRAMANIANCoimbatore Chartered Accountants07.07.2017

CA.R MAHADEVANPartner

M.No 27497Firm Regn. No.000960S

27

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of

KG FABRIKS LIMITED on the financial statements for the year ended March 31st, 2017.

In terms of information and implementation sought by us and given by the Company and the booksand records examined by us in the normal course of audit and to the best of our knowledge and belief,we report the following :

1 a The Company is maintaining proper records showing full particulars including quantitativedetails and situation of fixed assets.

b The fixed assets are physically verified by the management according to a phased programmedesigned to cover all the items over a period of three years which, in our opinion, is reasonablehaving regard to the size of the Company and the nature of its assets. Pursuant to theprogramme, a portion of the fixed assets has been physically verified by the Managementduring the year and no material discrepancies have been noticed on such verification.

c The title deeds of immovable properties, as disclosed in Note.11 on fixed assets to thefinancial statements, are held in the name of the Company.

2 The physical verification of inventory excluding stocks with third parties has been conductedat reasonable intervals by the Management during the year. In respect of inventory lying withthird parties, these have substantially been confirmed by them. The discrepancies noticed onphysical verification of inventory as compared to book records were not material and havebeen appropriately dealt with in the books of accounts.

3 The Company has not granted unsecured loans to companies, firms, LLPs or other partiescovered in the register maintained under section 189 of the Act.

4 The Company has complied with the provisions of Section 185 and 186 of the CompaniesAct, 2013 in respect of investments made and the guarantees provided by it.

5 The Company has not accepted any deposits from the public within the meaning of Sections73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

6 Pursuant to the rules made by the Central Government of India, the Company is required tomaintain cost records as specified under Section 148(1) of the Act in respect of its products.We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribedaccounts and records have been made and maintained. We have not, however, made adetailed examination of the records with a view to determine whether they are accurate orcomplete.

7 a The Company is generally regular in depositing the undisputed statutory dues in respect ofsales tax, VAT, provident fund, employees’ state insurance, income tax, service tax, duty ofcustoms, duty of excise, cess and other material statutory dues, as applicable, with theappropriate authorities.

b There are no dues of income tax, sales tax and VAT which have not been deposited on accountof any dispute.

8 Based on our audit procedures, we are of the opinion that the Company has not defaulted inrepayment of loans or borrowings to any financial institution or bank or Government or duesto debenture holders as at the balance sheet date.

28

9 Based on our audit procedures, we are of the opinion that the term loans have been appliedfor the purposes for which they were obtained.

10 Based on the audit procedures performed, we have neither come across any instance ofmaterial fraud by the Company or on the Company by its officers or employees, noticed orreported during the year, nor have we been informed of any such case by the Management.

11 The Company has paid/provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

12 As the Company is not a Nidhi Company and therefore Clause 3(xii) of the Order is notapplicable to the Company.

13 The Company has entered into transactions with related parties in compliance with theprovisions of Sections 177 and 188 of the Act. The details of such related party transactionshave been disclosed in the financial statements as required under Accounting Standard (AS)18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.

14 The Company has not made any preferential allotment or private placement of shares or fullyor partly convertible debentures during the year under review. Therefore Clause 3(xiv) of theOrder is not applicable to the Company.

15 The Company has not entered into any non cash transactions with its directors or personsconnected with him, Therefore Clause 3(xv) of the Order is not applicable to the Company.

16 The Company is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct, 1934, Therefore Clause 3(xvi) of the Order is not applicable to the Company.

For GOPALAIYER AND SUBRAMANIANChartered Accountants

Coimbatore07.07.2017 CA. R MAHADEVAN

PartnerMembership No.27497

Firm Regn. No.000960S

29

Significant Accounting Policies andNotes form an intergal part of the financial statements

(ìn Lakhs)BALANCE SHEET AS AT MARCH 31st, 2017

PARTICULARS NOTE No 31.03.2017 31.03.2016EQUITY AND LIABILITIESSHAREHOLDERS’ FUNDS Share Capital 1 22 11.01 22 11.01 Reserves and Surplus 2 10 56.97 7 55.59NON-CURRENT LIABILITIES Long Term Borrowings 3 19 82.29 25 42.76 Other Long - Term Liabilities 5 16.25 57.84 Long - Term Provisions 6 49.62 43.53CURRENT LIABILITIES Short Term Borrowings 7 31 93.52 30 52.78 Trade Payables 8 29 39.89 24 35.06 Other Current Liabilities 9 31 20.53 26 18.71 Short Term Provisions 10 29.02 2.50

___________ ___________TOTAL 1 45 99.11 1 37 19.78

___________ ___________ASSETSNON-CURRENT ASSETS

Fixed AssetsTangible Assets 11 71 86.61 67 61.40Non-Current Investments 12 11.31 36.48Deferred Tax Assets (Net) 4 7.94 1 43.66Long-Term Loans and Advances 13 3 94.26 3 22.13Other Non-Current Assets 14 0.00 9.51

CURRENT ASSETSInventories 15 35 00.46 27 89.24Trade Receivables 16 28 33.26 30 23.54Cash and Cash equivalents 17 2 21.03 1 71.48Short-Term Loans and Advances 18 1 60.88 2 22.12Other Current Assets 19 2 83.37 2 40.22

___________ ___________TOTAL 1 45 99.11 1 37 19.78

___________ ___________

30

As per our report of even datedFor GOPALAIYER AND SUBRAMANIAN KG BAALAKRISHNAN A VELUSAMYChartered Accountants Chairman Wholetime Director

DIN : 00002174 DIN : 00002204CA. R MAHADEVAN C N GAYATHRI NARAYANAN G SASIKUMARPartner Chief Financial Officer Company SecretaryMembership No.27497Firm Regn. No.000960S


(ìn Lakhs)STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31st, 2017

PARTICULARS NOTE No 31.03.2017 31.03.2016

REVENUERevenue from operations 20 1 74 11.75 1 63 46.09Other income 21 25.37 22.86

____________ ____________ TOTAL REVENUE 1 74 37.12 1 63 68.95

____________ ____________EXPENSES:Cost of material consumed 22 74 91.78 65 45.44Purchase of Stock-in-Trade 1 72.68 51.50Changes in Inventories of Finished Goods, 23 -3 31.55 3 12.09work-in-progress and Stock-in-TradeOther Manufacturing Expenses 24 64 16.56 60 78.06Employee Benefits Expenses 25 10 16.76 9 12.73Finance Costs 26 11 27.67 12 01.20Depreciation and Amortization Expenses 3 39.75 3 31.58Other Expenses 27 7 66.37 7 96.16

____________ ____________ TOTAL EXPENSES 1 70 00.02 1 62 28.75

____________ ____________PROFIT BEFORE TAX 4 37.10 1 40.19TAX EXPENSESCurrent Tax 70.83 0.00Less : MAT Credit Entitlement 70.83 0.00Less : Income Tax for earlier years 1.36ADD : Deferred Tax Liability / (Asset) -1 35.73 - 20.37

____________ ____________PROFIT AFTER TAX 3 01.38 1 18.46

____________ ____________EARNINGS PER EQUITY SHAREBasic and Diluted Earnings per share (in Rs.) 1.45 0.57(Face Value Rs.10 each)

Significant Accounting Policies andNotes form an intergal part of the financial statements

31




(ìn Lakhs)CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31ST, 2017PARTICULARS 31.03.2017 31.03.2016

A. Cash Flow from Operating ActivitiesNet Profit before tax 4 37.10 1 40.18Adjustments for :Depreciation 3 39.75 3 31.58Loss on sale of assets 2.60 2.00Interest income - 22.53 - 17.96Dividend income - 1.50 - 1.50Interest paid 10 85.67 10 76.94Operating Profit before Working Capital Changes 18 41.09 15 31.24(Increase)/Decrease in trade and other receivables 1 35.37 1 33.97(Increase)/Decrease in inventories - 7 11.23 63.09Increase/(Decrease) in trade and other payables 10 11.25 - 3 01.98Cash generated from operations 22 76.48 14 26.32Direct taxes paid 13.97 -4.06Net Cash from Operating activities 22 90.45 14 22.26B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets -7 77.55 -212.11Proceeds from sale of fixed assets 10.00 0.86Sale of Investments 25.17 53.72Interest received 22.53 17.96Dividend received 1.50 1.50Net cash used in investing activities - 7 18.35 -1 38.07C. CASHFLOW FROM FINANCING ACTIVITIESLong term Borrowings - 5 60.46 -71.14Short term borrowings 1 40.74 -42.43Interest paid - 11 02.83 -11 59.02Net cash used in financing activities - 15 22.55 -12 72.59Net increase in cash and cash equivalents (A+B+C) 49.55 11.60Cash and cash equivalents at beginning of the year 1 71.48 1 59.88Cash and cash equivalents at end of the year 2 21.03 1 71.48

32




SIGNIFICANT ACCOUNTING POLICIES

A) AS-1 DISCLOSURE AND BASIS OF ACCOUNTING

i. The Financial Statements have been prepared under the Historical cost convention in accordancewith the provisions of the Companies Act, 2013 and accounting principles generally acceptedin India and comply with the Accounting Standards as prescribed under Section 133 of theCompanies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Accountingpolicies have been consistently applied except where a newly issued Accounting Standard isinitially adopted or a revision to an existing Accounting Standard requires a change in theaccounting policy hitherto in use.

ii. The accounts are prepared on the basis of going concern concept only.

iii. The Company has been consistently following the accrual basis of accounting in respect of itsIncome and Expenditure.

B) AS-2 VALUATION OF INVENTORIES

Stock of Stores - At Cost arrived at on Weighted Average Method

Raw Materials - At Cost or Net realisable value which ever is lower.

Process Stock - At Cost where cost included direct expenses and relatedoverheads

Finished Goods - At Cost or net realisable value which ever is lower.

Waste - At since realised price.

C) AS-3 CASH FLOW STATEMENT

Cash flows are reported using the indirect method, where by the profit before tax is adjusted for theeffect of transactions of a non cash nature, any deferrals or accruals of past or future operating cashreceipts or payments and items of income or expense associated with investing or financing cash flows.Cash and Cash equivalent include cash on hand and balances with banks in current and depositaccounts with necessary disclosure of cash and cash equivalent balances that are not available for youby the company.

D) AS -6 DEPRECIATION ACCOUNTING

Depreciation on Fixed Assets has been provided on Straight line basis based on the balance usefullife of the assets as prescribed in Schedule II of the Companies Act, 2013 effective from01.04.2014. In respect of additions and sales, pro-rata depreciation is calculated from the date ofpurchase or to the date of sale as the case may be.

E) AS-9 REVENUE/INCOME RECOGNITION

i. Sales of goods is recognized on shipment or dispatches to Customers

i i Sales as reported are net of sales tax.

ii i Proceeds of export sales of Fabric/ Yarn are accounted on the basis of credit given by ourbankers. The Gain/ Loss on account of Foreign Exchange transactions if any is accountedseparately in Profit and Loss Account.

iv. Revenue from service transactions are recognised on the completion of the contract at thecontracted rates only.

33

v. Export incentives under DEPB licence and premium on transfer of Export incentives are accountedon accrual basis.

F) AS-10 ACCOUNTING OF FIXED ASSETS

Fixed Assets are stated at the original cost of acquisition & installation etc., and include amounts addedon revaluation, less accumulated depreciation.

G) AS-11 FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are recorded at the prevailing rate of exchange in force at the time ofinitial recognition.

Foreign Currency assets and liabilities other than for financing fixed assets are restated at the rateof exchange prevailing at the year end and resultant gains / losses are recorded in the profit and lossaccount.

Premium in respect of forward foreign exchange contracts is recognized over the life of the contracts.

Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized asincome or as expense in the period in which they arise.

H) AS-13 ACCOUNTING OF INVESTMENTS

Long term investments are stated at cost. Permanent diminution in value, if any, will be written off inthe year of diminution.

I) AS-15 ACCOUNTING FOR EMPLOYEE RETIREMENT BENEFITS

Defined Contribution Plans

Company’s contributions paid/ payable during the year to Provident Fund and ESIC are recognised inthe Profit and Loss account.

Defined Benefit Plans

Company’s liabilities towards gratuity is determined using the projected unit credit method whichconsiders each period of service as giving rise to an additional unit of benefit entitlement and measureseach unit separately to build up the final obligation. Past services are recognised on a straight line basisover the average period until the amended benefits becomes vested. Actuarial gains or losses arerecognized immediately in the profit and loss account as income or expenses. Obligation is measuredat the present value of estimated future cash flows using a discounted rate.

J) AS-16 BORROWING COSTS

Borrowing Costs that are attributable to the acquisition of construction of qualifying assets are capitalizedas part of the cost of such assets. A qualifying asset is one that necessarily takes substantial periodof time to get ready for intended use. All other borrowing costs are recognized as an expense in theperiod in which they are incurred.

K) AS-18 RELATED PARTY DISCLOSURES

The related party transactions are disclosed in the notes of accounts as per the ICAI guidelines.

L) AS-19 LEASES

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of theleased item, are classified as operating leases. Operating lease payments are recognized as anexpense in the profit and loss account on a straight line basis over the lease term.

34

M) AS-20 EARNING PER SHARE

The earning considered in ascertaining the Company’s earnings per share comprises of Net Profit aftertax and includes post tax adjustments of prior period and extra ordinary items.

N) AS-22 ACCOUNTING FOR TAXES ON INCOME

i. Deferred tax resulting from timing differences between book and tax profits is accounted underliability method at enacted or substantively enacted rate as on the balance sheet date. Deferredtax asset, other than those arising on account of unabsorbed depreciation or carried forwardof losses under tax loss, are recognised and carried forward subject to consideration ofprudence only to the extent that there is reasonable certainty that sufficient future taxableincome will be available against which such deferred tax asset can be realized.

ii. Deferred tax asset, arising on account of unabsorbed depreciation or carried forward of lossesunder tax loss, are recognised and carried forward subject to consideration of prudence onlyto the extent that there is virtual certainty that sufficient future taxable income will be availableagainst which such deferred tax asset can be realised.

iii. Current Tax is determined at the amount of tax payable in respect of estimated taxable incomefor the year.

O) AS-28 IMPAIRMENT OF ASSETS

An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. Animpairment loss is charged to the profit and loss account in the year in which an asset is identifiedas impaired.

P) AS-29 PROVISIONS, CONTINGENT LIABILITY AND CONTINGENT ASSETS

a) Provisions involving degree of estimation in measurement are recognized when there is apresent obligation as a result of past event and it is probable that there will be an outflow ofresources.

b) Contingent liabilities in respect of show cause notice received are considered only when theyare converted to demands. Contingent liabilities are disclosed by way of notes to accounts.

c) Contingent liability under various fiscal laws includes those in respect of which the company/department is in appeal.

OTHERS

SUNDRY DEBTORS AND ADVANCES

Specific debts and advances identified as irrecoverable if any are written off.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of assetsand liabilities and the disclosures of contingent liabilities as at the date of the financial statements andreported amount of revenues and expenses during the reporting period. Actual results could differ fromthese estimates. Any revision to the estimates is recognized prospectively.

35

1 SHARE CAPITAL:AUTHORISED2,10,00,000 Equity Shares of Rs.10/- each 21 00.00 21 00.003,00,000 6% Cumulative RedeemablePreference Shares of Rs.100/- each 3 00.00 3 00.00

ISSUED, SUBSCRIBED AND PAID UP2,07,60,063 Equity Shares of Rs.10/- each 20 76.01 20 76.01

1,35,000 6% Cumulative RedeemablePreference Shares of Rs.100/- each 1 35.00 1 35.00

_________ _________22 11.01 22 11.01

_________ _________Reconciliation of number of sharesNo. of Equity Shares at thebeginning of the period 2 07 60 063 2 07 60 063No. of Equity Shares at the end of the period 2 07 60 063 2 07 60 0636% Cumulative Redeemable Preference SharesNo. of Preference Shares at thebeginning of the period 1 35 000 1 35 000Adjustments for the year -- --No. of Preference Shares at the end of the period 1 35 000 1 35 000

Shareholders holding more than 5% sharesNo.of Shares No.of Shares

Shri KG Baalakrishnan 66 28 334 66 28 334K G Denim Limited 32 70 000 32 70 000Sri Kannapiran Mills Limited 28 25 575 28 25 575

Terms & Conditions of equity shares :The Company has two class of shares namely equity shares having a par value of Rs.10 per shareand 6% Cumulative redeemable preference shares having a par value of Rs.100 per share. EachShare holder is eligible for one vote per share.

In the event of liquidation, the equity share holders are eligible to receive the remaining assets of thecompany after distribution of all preferential amounts in proportion of their share holding.

There are no shares alloted as fully paid without payments being received in cash, bonus shares orshares bought back.

The 6% Cumulative Redeemable Preference Shares were allotted during the year 2009-10 and areredeemable at par on 31.03.2018

PARTICULARS 31.03.2017 31.03.2016NOTENO

(` in Lakhs)NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2017

36

2 RESERVE & SURPLUS: (Rupees in Lakhs)General ReserveAs per Last Balance Sheet 18.25 18.25(+) Current Year Transfer -- --(-) Written Back in Current Year -- --

_________ ________Closing Balance 18.25 18.25

_________ ________Revaluation ReserveAs per Last Balance Sheet 13 92.25 13 92.25(+) Current Year Transfer -- --(-) Written Back in Current Year -- --

_________ ________Closing Balance 13 92.25 13 92.25

_________ ________SurplusAs per last Balance Sheet - 6 54.90 - 7 73.36Transfered from Statement of profit and loss 3 01.38 1 18.45Less: Write down of carrying amount of assets

whose remaining useful lives is Nil as per 0.00 0.00 Schedule II of Companies Act, 2013

(Net of Deferred Tax)_________ ________

- 3 53.52 - 6 54.91_________ ________

GRAND TOTAL 10 56.97 7 55.59_________ ________

3 LONG TERM BORROWINGSTERM LOANSFrom Banks - Secured 19 77.24 25 41.09Canara Bank 6 00.00 3 61.31State Bank of Patiala 0.00 96.88Indian Overseas Bank 9 58.67 12 74.38Oriental Bank of Commerce 0.00 1 70.09State Bank of India 4 18.57 6 38.43Canara Bank - Vehicle Loan 4.70 0.00Long Term maturities of finance lease obligations 0.35 1.67

_________ ________

GRAND TOTAL 19 82.29 25 42.76_________ ________

NOTENO

(` in Lakhs)NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2017

PARTICULARS 31.03.2017 31.03.2016

37

SECURITY CLAUSE

Term loans from Canara Bank, Oriental Bank of Commerce, State Bank of Patiala and State Bank ofIndia are secured by equitable mortgage of leasehold rights of 32.825 acres of land at SIPCOTIndustrial Growth Centre, Perundurai together with buildings and hypothecation of all plant andmachinery (including machinery acquired for the Effluent Treatment Project & Expansion Scheme)situated thereon on pari passu first charge basis and second charge on entire current assets.

Term loans from Indian Overseas Bank is secured by equitable mortgage of leasehold rights of 32.825acres of land at SIPCOT Industrial Growth Centre, Perundurai together with buildings and hypothecationof all plant and machinery (including machinery acquired for the Effluent Treatment Project & ExpansionScheme) situated thereon on pari passu first charge basis.

Term loan from Canara Bank for Expansion Scheme is secured by exclusive charge on the SecondDyeing & Sizing line together with other equipments acquired for the Scheme by SupplementalCommon Hypothecation Agreement and pari passu first charge on existing assets at Perundurai andsecond charge on the current assets.

The two Corporate Loans from Indian Overseas Bank are secured by an exclusive charge on one acreland at Trichy Road, Coimbatore by way of equitable mortgage besides the corporate guarantee ofSri Kannapiran Mills Limited

Term loan of Canara Bank Rs 361.32 lakhs [PY Rs.792.56 lakhs] is repayable in 2 quarterly instalmentsending by Sep 2017. Interest rate 10% pa [PY 10% p.a]

Term Loan of Canara Bank Rs 600 lakhs is repayable beginning from Oct 2018 and ending by March2023. Interest Rate 15.15% p.a

Term Loans of Oriental Bank of Commerce Rs 171.08 lakhs [PY Rs.408.77 lakhs] is repayable in 12monthly instalments ending by March 2018. Interest Rate 11.70 % p.a [PY 11.70% p.a]

Term loan of State Bank of Patiala Rs 95.99 lakhs [PY Rs.256.13 lakhs] in repayable in 3 quarterlyinstalments ending by Dec 2017. Interest rate 13.70 % p.a [PY 16.25% p.a]

Term loan of Indian Overseas Bank Rs 28.85 lakhs [PY Rs.65.56 lakhs] repayable in 5 monthlyinstalments ending by August 2017. Interest rate 12.15% p.a [PY 13.95% p.a]

Corporate Loan of Indian Overseas Bank Rs 316.60 lakhs [PY Rs.533.18 lakhs] is repayable in 19monthly instalments ending by October 2018. Interest 12.15% p.a [PY 13.95% p.a]

Corporate Loan of Indian Overseas Bank Rs 934.66 lakhs [PY Rs.1000 lakhs] is repayable in 41monthly instalments ending by August 2020. Interest 12.15% p.a [PY 13.70% p.a]

Term loan of State Bank of India Rs 638.42 lakhs [PY Rs.804.39 lakhs] is repayable in 31 monthlyinstalments ending by October 2019. Interest 15.10% p.a [PY 12.95% p.a]

Vehicle loan from ICICI Bank and Canara Bank are secured by hypothecation of the vehicles purchasedout of the loan.

For current maturities of long term borrowings refer Note No 9 Other Current Liabilities

There is no delay in payment of term loan dues and interest payment as at 31.03.2017

Shri KG Baalakrishnan, Chairman of the Company, has given personal guarantee to all the Banks forterm loan and working capital facilities. The aggregate value of personal guarantee as on 31.03.2017was Rs 13064 lakhs [PY Rs.12304 lakhs]

38

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2017


(` in Lakhs)

4 DEFERRED TAX LIABILITIES (NET)Deferred Tax Liabilities

on account of Depreciation 8 42.31 8 07.28Deferred Tax Assets on account of unabsorbed depreciation

and business loss 8 34.04 9 36.71on account of Gratuity 16.20 14.23_________ ________

8 50.24 9 50.94_________ ________DEFERRED TAX LIABILITIES / (-) ASSET (NET) - 7.94 - 1 43.66_________ ________

5 OTHER LONG-TERM LIABILITIES:Trade PayablesUnsecured Deposits 16.25 57.84

_________ ________ 16.25 57.84_________ ________

6 LONG-TERM PROVISIONS:Provision for Gratuity ( Unfunded ) 49.62 43.53_________ ________

49.62 43.53_________ ________7 CURRENT LIABILITIES

SHORT-TERM BORROWINGS:Canara Bank 9 45.28 8 13.92State Bank of Patiala 13 32.24 13 32.94Oriental Bank of Commerce 9 16.00 9 05.92_________ ________

31 93.52 30 52.78_________ ________

Working capital loans from Canara Bank, Oriental Bank of Commerce and State Bank of Patiala(State Bank of India since 01.04.2017 consequent upon merger of State Bank of Patiala with StateBank of India) are secured by a first pari passu charge by way of hypothecation of entire currentassets and further secured by a second pari passu charge on all the fixed assets at SIPCOT IGC,Perundurai. The entire working capital facilities are also guaranteed by Shri KG Baalakrishnan,Chairman.

39



(` in Lakhs)

8 TRADE PAYABLESDue to Micro, Small & Medium Enterprises NIL NIL

Others 29 39.89 24 35.06_________ ________

29 39.89 24 35.06_________ ________9 OTHER CURRENT LIABILITIES

Current maturities of long term debts-secured* 11 69.67 13 19.50

Current maturities of finance lease obligations 2.00 3.49

Interest accrued but not due on borrowings 24.85 42.01

Advance from Customers 8.67 12.95

Other Payables 19 13.51 12 40.76

Canara Bank - Vehicle Loan 1.83 0.00

_________ ________31 20.53 26 18.71_________ ________

* Refer note no.3

10 SHORT-TERM PROVISIONS

Provision for Income Tax 189.04 0.00

Less: Advance Tax (including TDS & 162.81 26.23FBT)Provision for Gratuity 2.79 2.50

_________ ________

29.02 2.50_________ ________

40


PARTICULARS 31.03.2017 31.03.2016

11. FIXED ASSETSTANGIBLE ASSETSGROSS BLOCKASSETS OPENING ADDITION DEDUCTION TOTAL1. Land * 17 12.29 0.00 0.00 17 12.292. Buildings 22 34.40 7.68 0.00 22 42.083. Plant & Machinery 52 34.82 7 09.08 40.68 59 03.224. Electrical Machinery 7 74.86 46.40 0.00 8 21.265. Office Equipments 64.19 0.15 0.00 64.346. Furniture & Fixtures 30.02 6.06 0.00 36.087. Vehicles 22.73 8.18 0.00 30.918. Weighing Scales 20.25 0.00 0.00 20.259. Tools & Equipments 20.63 -- -- 20.63

__________ _______ _______ _________TOTAL OF THIS YEAR 1 01 14.18 7 77.55 40.68 1 08 51.05

__________ _______ _______ _________TOTAL OF THE PREVIOUS YEAR 99 06.28 2 12.10 4.20 1 01 14.18

__________ _______ _______ _________* The Gross Block value of Land includes revaluation of Rs.1392 Lakhs during the year 2007-08

DEPRECIATION BLOCK OPENING ADDITION DEDUCTION TOTAL1. Buildings 5 96.39 64.65 0.00 6 61.042. Plant & Machinery 21 26.70 1 99.53 28.09 22 98.153. Electrical Machinery 5 03.01 69.86 0.00 5 72.874. Office Equipments 59.27 0.03 0.00 59.305. Furniture & Fixtures 19.19 2.68 0.00 21.876. Vehicles 9.42 2.95 0.00 12.377. Weighing Scales 19.20 0.04 0.00 19.248. Tools & Equipments 19.60 0.00 0.00 19.60

________ _______ _______ ________TOTAL OF THIS YEAR 33 52.78 3 39.75 28.09 36 64.44

________ _______ _______ ________TOTAL OF THE PREVIOUS YEAR 30 22.55 3 31.58 1.33 33 52.79

________ _______ _______ ________NET BLOCK 31.03.2017 31.03.20161. Land 17 12.29 17 12.292. Buildings 15 81.03 16 38.013. Plant & Machinery 36 05.07 31 08.124. Electrical Machinery 2 48.39 2 71.855. Office Equipments 5.03 4.916. Furniture & Fixtures 14.21 10.837. Vehicles 18.54 13.308. Weighing Scales 1.01 1.059. Tools & Equipments 1.03 1.03

________ ________TOTAL OF THIS YEAR 71 86.61 67 61.40

________ ________TOTAL OF THE PREVIOUS YEAR 67 61.40 68 83.74

________ ________

NOTENO

(` in Lakhs)

41


PARTICULARS 31.03.2017 31.03.2016

(` in Lakhs)NOTE

NO

12 NON CURRENT INVESTMENT:Face Numbers Numbers Amount AmountValue 31.03.2017 31.03.2016 31.03.2017 31.03.2016(Rs)

Trade Investments - UnquotedSri Kannapiran Mills Ltd 10 10000 10000 1.00 1.00Gamma Green Power Ltd 10 0.00 315887 0.00 31.59IRIS Eco Power Venture Pvt Ltd 10 71130 0.00 7.11 0.00Cotton Sourcing Company Ltd 10 10000 10000 1.00 1.00iEnergy Wind Farm (Theni) Pvt Ltd 10 1452 1008 0.15 0.10OPG Power Generation Pvt Ltd 10 18600 25400 2.05 2.79_________ ________

11.31 36.48_________ ________

13 LONG TERM LOANS AND ADVANCES:(Unsecured, considered good)Security Deposits 11.31 10.01MAT Credit Entilement 3 82.95 3 12.12_________ ________

3 94.26 3 22.13_________ ________

14 OTHER NON-CURRENT ASSETSDuty Draw Back Receivables 0.00 9.51

_________ ________ 0.00 9.51_________ ________

CURRENT ASSETS

15 INVENTORIES:( At lower of Cost or Net realisable Value )Raw Materials – Cotton and Yarn 12 15.78 7 89.67Raw Materials – Waste 3.58 8.51Work in progress 7 52.05 4 53.95Finished Goods 12 79.57 12 46.12Stock in Trade 40.00 40.00Stores & Chemicals 2 09.48 2 50.99_________ ________

35 00.46 27 89.24_________ ________

42

16 TRADE RECEIVABLES:(Unsecured, considered good)Debts outstanding for a period exceeding 1 74.72 1 89.71

Six months from the due dateOther debts 26 58.54 28 33.83

_________ ________

28 33.26 30 23.54_________ ________17 CASH AND CASH EQUIVALENTS :

(a) Cash on hand 7.62 7.67(b) Balance with banks

In Current Accounts 27.69 8.57Other Bank BalancesDeposits held as margin money 1 85.72 1 55.24

_________ ________

2 21.03 1 71.48_________ ________

Transaction in Specified Bank Notes :During the year, the Company had Specified Bank Notes (SBN) and other denomination note asdefined in the MCA notification G.S.R.308(e) dated 31.03.2017 on the details of SBN held and transactedduring the period from 08.11.2016 to 31.12.2016 are given below:-



(` in Lakhs)

43

` in Lakhs

Particulars SBNs Other Denomination Notes Total

Closing cash on hand on 08.11.2016 2.39 27.88 30.27

(+) Permitted receipts 0.00 30.52 30.52

(-) Permitted Payments 0.00 56.58 56.58

(-) Amount Deposited in Banks 2.39 0.00 2.39

Closing Cash in Hand as on 31.12.2016 0.00 1.82 1.82

18 SHORT TERM LOANS & ADVANCES:(Unsecured considered good)Advances recoverable in cash or in kind 77.47 1 23.92for the value to be receivedPrepaid Expenses 14.01 21.50Security Deposits 69.40 62.71Advance Tax (Net of Provisions thereof) 0.00 13.99

_________ ________

1 60.88 2 22.12_________ ________

19 OTHER CURRENT ASSETS:TUF Subsidy Receivable 1 09.04 1 85.95TUF Capital Subsidy Receivable 83.05 27.65Excise Duty Receivable 40.05 0.00MEIS Receivable 40.54 10.82Duty Drawback Receivable 10.69 15.80

_________ ________

2 83.37 2 40.22_________ ________

20 REVENUESALE OF GOODSFabric 1 69 81.65 1 60 39.60Yarn 25.21 49.16Waste 1 18.45 77.79SALE OF SERVICESConversion Charges 1 49.93 1 21.52OTHER OPERATING REVENUESExport Incentives 1 36.51 58.02

__________ __________Net Revenue from Operations 1 74 11.75 1 63 46.09

__________ __________



(` in Lakhs)

44



21 OTHER INCOME:Interest Income 22.53 17.96Dividend Income 1.50 1.50Rent Receipts 0.60 0.00Foreign Exchange fluctuation gain 0.74 3.39

__________ __________ 25.37 22.86

__________ __________

22 COST OF MATERIALS CONSUMED:Opening balance of Cotton, Waste Cotton Stock & Yarn 7 98.18 6 15.55ADD : Purchases Cotton, Waste Cotton & Yarn 79 12.96 67 28.08

__________ __________

87 11.14 73 43.61Less: Closing balance of Cotton, Waste Cotton Stock & Yarn 12 19.36 7 98.17

__________ __________Consumption of Materials 74 91.78 65 45.44

__________ __________

(` in Lakhs)

23 CHANGES IN INVENTORIESAt the beginning of the accounting periodFinished Goods - Fabric 12 46.12 11 12.72Work-In-Progress 4 53.95 8 99.43Stock In Trade - Shares 40.00 40.00__________ __________

17 40.07 20 52.15__________ __________At the end of the accounting periodFinished Goods - Fabric 12 79.57 12 46.12Work-In-Progress 7 52.05 4 53.94Stock In Trade - Shares 40.00 40.00__________ __________

20 71.62 17 40.06__________ __________ GRAND TOTAL - 3 31.55 3 12.09

__________ __________

45



(` in Lakhs)

24 OTHER MANUFACTURING EXPENSESStores and Spares 75.68 87.44Power & Fuel 13 12.72 15 02.81Processing Charges 31 13.33 26 03.53Chemicals 14 08.05 14 28.57Repairs and Maintenance - Buildings 1 00.73 86.95Repairs and Maintenance - Machinery 4 06.05 3 68.77__________ __________

64 16.56 60 78.06__________ __________

25 EMPLOYEE BENEFITS EXPENSESSalary and Wages 9 08.71 8 16.26Director Remuneration 11.00 9.31Contribution to Provident Fund and Others 51.36 40.28Workers and Staff Welfare 45.69 46.88__________ __________

10 16.76 9 12.73__________ __________26 FINANCIAL COSTS:

a INTEREST COSTInterest on Term Loans 4 26.66 4 40.03Bank Charges 48.49 33.59

b Other Borrowing Costs 6 52.52 7 27.58__________ __________ 11 27.67 12 01.20__________ __________

DEPRECIATION AND AMORTIZATION EXPENSESDepreciation 3 39.75 3 31.58__________ __________

3 39.75 3 31.58__________ __________

46



(` in Lakhs)

27 OTHER EXPENSES:Taxes & Licenses 40.18 27.99Insurance 11.31 19.06Loss on Sale of Fixed Assets 2.60 2.00Repairs and Maintenance General 15.20 11.02Postage, Courier & Telephone Expenses 52.38 40.68Professional & Legal Charges 26.57 31.21Auditors Remuneration 1.88 1.39Printing & Stationery 14.10 11.99Freight Outwards 53.24 47.31Brokerage and Commission 2 71.70 3 21.67Selling Expenses 2 07.33 2 15.87Travelling Expenses & Maintenance of Vehicle 62.04 65.67Advertisement 4.72 0.31Foreign Exchange Fluctuation Loss 3.12 0.00

__________ __________ GRAND TOTAL 7 66.37 7 96.16

__________ __________

47

NOTES FORMING PART OF ACCOUNTS

1. Estimated amount of contracts remaining to be executed on capital accounts not providedfor as on 31.03.2017 is Nil (31.03.2016 : Nil).

2. Arrears of dividend on Preference shares as on 31.03.2017 is Rs.56.70 lakhs (31.03.2016Rs.48.60 lakhs)

3. Income-tax Assessment for the Assessment years 2014-15 and onwards is pending.

4. Value of Imports – CIF basis ` in lakhs

Particulars 31.03.2017 31.03.2016Raw Materials 0.00 47.89Capital Goods 0.00 0.00Chemicals 4 50.06 7 79.93Machinery spares 91.79 76.93

5. Income earned in Foreign Currency - ` 18 12.71 lakhs (P.Y. ` 8 61.22 lakhs)

6. Expenditure incurred in Foreign Currency

Traveling Expenses – ` 8.56 lakhs ( P.Y. ` 6.42 lakhs)

31.03.2017 31.03.2016 (Rs) (Rs)

7. Auditor RemunerationStatutory Audit Fees 1 18 000 79 800Tax Audit Fees 23 600 11 400Income Tax Representation 34 350 0.00Certification & Others 12 425 44 500Traveling Expenses 0.00 3 000

—————— —————1 88 375 1 38 700

—————— —————

8. The Exchange Difference arising on account of foreign Currency fluctuation are :i). 31.03.2017 Nil (P.Y. Nil) on account of exchange fluctuation in respect of forward

contracts.ii) Loss of Rs. 2 37 697 /- (P.Y. Gain of Rs.3 38 707 /- ) on account of exchange

fluctuation in respect of dealings in materials, stores & spares and chemicals.9. Balance of certain Creditors, Debtors, Loans and Advances given are subject to confirmation

and reconciliation, if any. However in the opinion of the management, there would not beany material impact on financial statements.

48

10. The segmental reporting as required under AS-17 issued by the ICAI is not applicable asthe Company operates in only one segment, Textile.

11. Provision towards Excise Duty does not arise as the company has opted for Zero Duty.12. Accounting Standard (AS) 18, Related Party Disclosures:

Name of the related Parties :1. Key Management Personnel : Shri K G Baalakrishnan, Chairman

Shri A Velusamy, Whole Time Director

2. Other Related Parties a. Sri Kannapiran Mills Ltdb. K G Denim Ltdc. Sri Balamurugan Textile Processing Ltdd. RND Softtech Pvt Ltde. Sri Karthikeya Spg & Wvg Mills Pvt Ltd

Purchase of Goods- Sri Kannapiran Mills Limited 155.64 58.06- K G Denim Limited 64.42 61.44- Sri Balamurugan Textile Processing Limited 0.01 0.04- Sri Karthikeya Spg & Wvg Mills P Ltd 0.00 0.40 — — — —Sale of Goods- Sri Kannapiran Mills Limited 6.45 16.18- K G Denim Limited 6.31 2.87- Sri Balamurugan Textile Processing Limited 0.04 0.24 — — — —Rendering of Services- Conversion charges(Receipt)- Sri Kannapiran Mills Limited 13.86 0.00- K G Denim Limited 135.51 119.14 — — — —Rendering of Services – Others (Paid)- RND Softtech Pvt Limited 0.67 0.61 — — — —Rendering of Services - Conversion charges (paid)- Sri Kannapiran Mills Limited 2475.91 2406.07- K G Denim Limited 36.76 7.95- Sri Balamurugan Textile Processing Limited 0.32 1.08 — — — —Director Remuneration -- A Velusamy — — 12.02 9.31 — —Sitting Fees- KG Baalakrishnan — — 0.20 0.15 — —

49

Particulars Other Related Party Relatives of KeyManagement

PersonnelKey Management

Personnel

2017 2016 2017 2016 2017 2016

` in lakhs

13. AS – 20 Earnings per share

Particulars 31.03.2017 31.03.2016Net profit / ( loss) after tax and adjustments 3 01.36 1 18.45No. of equity shares 2 07 60 065 2 07 60 65Earnings per share ( Face value ` 10 each) 1.45 0.57

14. AS 22 – Deferred Tax Liability

Balance as on01.04.2016

(`)

Adjustments madeduring the year

(`)

Write down ofcarrying amount of

assets whoseremaining useful

lives is Nil

Closing as on31.03.2017

(`)Deferred Tax LiabilityDepreciation 8 07 27 724 35 02 875 0 8 42 30 599Total 8 07 27 724 35 02 875 0 8 42 30 599Deferred Tax AssetDepreciation – Set off carry forward 9 36 71 316 - 1 02 66 883 0 8 34 04 433Business Loss - Set off &

Carry ForwardProvision for Gratuity 14 22 505 1 97 236 16 19 741Total 9 50 93 821 - 1 00 69 647 0 8 50 24 174Net Deferred Tax (Asset)

/ Liability -1 43 66 098 1 35 72 523 0 - 7 93 574

15. Employee BenefitsI. Principal Actuarial Assumptions 31.03.2017 31.03.2016

Discount Rate 7.50% 8.00%Salary Escalation Rate 4.00% 4.00%Attrition Rate 1.00% 1.00%Expected Rate of Return on Plan Assets 0.00% 0.00%

II. Changes in the present value of the obligation (PVO) - (` in thousands)Reconciliation of Opening and Closing Balances Gratuity (unfunded)PVO as at the beginning of the period 4604 4259Interest Cost 368 341Current Service Cost 657 545Past Service Cost – (Non Vested Benefits) 0 0Past Service Cost – (Vested Benefits) 0 0Benefits Paid -1585 -868Actuarial loss / (gain) on obligation (balancing figure) 1198 327PVO as at the end of the period 5242 4604

50

III. Changes in the fair value of plan assets –Reconciliation of opening and closing balances 31.03.2017 31.03.2016Fair value of the plan assets as at the beginning of the period 0 0Expected return on plan assets 0 0Contributions 1585 868Benefits paid -1585 -868Actuarial gain / (loss) on plan assets (balancing figure) 0 0Fair value of plan assets as at the end of the period 0 0

IV. Actual return on plan assetsExpected return on plan assets 0 0Actuarial gain / (loss) on plan assets 0 0Actual return on plan assets 0 0

V. Actuarial gain / loss recognizedActuarial gain/(loss) for the period – Obligation 1198 327Actuarial gain / (loss) on plan assets 0 0Total (gain) / Loss for the period 1198 327Actuarial (gain) / loss recognised in the period -1198 -327Unrecognised actuarial (gain) / loss at the end of the year 0 0

VI. Amounts recognised in the balance sheet and related analysisPresent value of the obligation 5242 4604Fair value of plan assets 0 0Difference 5242 4604Unrecognised transitional liability 0 0Unrecognised past service cost – non vested benefits 0 0Liability recognised in the balance sheet 5242 4604

VII. Expenses recognised in the statement of profit and lossCurrent service cost 657 545Interest Cost 368 341Expected return on plan assets 0 0Net actuarial (gain)/loss recognised in the year 1198 327Transitional Liability recognised in the year 0 0Past service cost – non-vested benefits 0 0Past service cost – vested benefits 0 0Expenses recognised in the statement of profit and loss 2223 1213

VIII.Movements in the liability recognised in the balance sheetOpening net liability 4604 4259Expense as above 2223 1212Contribution paid -1585 -868Closing net liability 5242 4603

51

IX. Amount for the current period 31.03.2017 31.03.2016Present Value of obligation 5242 4603Plan assets 0 0Surplus (Deficit) -5242 -4603Experience adjustments on plan liabilities – (loss)/gain -1198 -327Experience adjustments on plan assets – (loss)/gain 0 0

X. Major categories of plan assets (As percentage of total plan assets)Government of India Securities 0.00% 0.00%State Government Securities 0.00% 0.00%High Quality Corporate Bonds 0.00% 0.00%Equity shares of listed companies 0.00% 0.00%Property 0.00% 0.00%Special Deposit Scheme 0.00% 0.00%Funds managed by Insurer 0.00% 0.00%Others (to specify) 0.00% 0.00%Total 0.00% 0.00%

XI. Enterprise’s Best Estimate of Contribution during next Year 0 0Note :(i) The salary escalation considered in actuarial valuation takes into account inflation, seniority,

promotion and other relevant factors such as supply and demand in the employment market.(ii) Gratuity is based on last drawn basic salary. The Scheme takes into account each completed

year of service or part thereof in excess of six months.

16. The figures are rounded off to the nearest lakh rupee.

52


DIN : 00002174 DIN : 00002204

CA. R MAHADEVAN C N GAYATHRI NARAYANAN G SASIKUMARPartner Chief Financial Officer Company SecretaryMembership No.27497Firm Regn. No.000960S


PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL. ONLYMEMBERS OR THEIR PROXIES ARE ENTITLED TO BE PRESENT AT THE MEETING.

Name of the attending Members :

No. of Shares held :

I hereby record my presence at the 23rd ANNUAL GENERAL MEETING of the Company on Tuesday,the 12th September 2017 at 4.30 p.m.

Please see address slip for details of Folio No. & No. of Shares

Name of Proxy in Block Letters

ATTENDANCE SLIP

Folio No. :

*Strike out whichever is not applicable

Signature of the Shareholder/Proxy*



[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management andAdministration) Rules, 2014]

Name of the Member(s) :Registered Address :

E-mail ID :Folio No. :

I/We being the member(s) holding...........................................................shares of the above named Company, herebyappoint:

(1) Name ................................................................... Address ..........................................................................

E-mail Id ................................................................ Signature ............................................or failing him/her

(2) Name ................................................................... Address ..........................................................................


(3) Name ................................................................... Address ..........................................................................


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual General Meetingof the Company, to be held on Tuesday, the 12th September, 2017 at 4.30 p.m. at Registered Office of the Companyat Plot No.FF-1, SIPCOT IGC, Perundurai. and at any adjournment thereof in respect of such resolutions as areindicated on reverse.

Signed this.................day of...................2017

Signature of Shareholder(s)................................................................................................................

Signature of Proxyholder(s)...............................................................................................................

Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office the Company, not less than48 hours before the commencement of the Meeting.

2. A proxy need not be a member of the Company.

FORM MGT - 11

Re.1/-RevenueStamp



PROXY FORM





1. Consider and adopt Audited Financial Statements,

Reports of the Board of Directors and Auditors

2. Re-appointment of Shri A Velusamy (DIN 00002204) who retires

by rotation, as a Director

3. Ratification of appointment of Statutory Auditors and fixing

their remuneration

4. Ratification of Remuneration to Cost Auditor

Description Type ofResolution

I/We assentto the

Resolution

I/We dissentto the

ResolutionFor Against

Ordinary

Ordinary

Ordinary

Ordinary

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