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Sambandam Spinning Mills Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the 51^st Annual Report together with the Audited Accounts for the year
ended March 31,2025.

		(Rupees in Lakhs)
1	PERFORMANCE HIGHLIGHTS	2024 - 25	2023 - 24
	Revenue from Operations Direct exports .. .. ..	486	431
	Merchandise exports .. .. ..	117	70
	Domestic Sales .. .. ..	26135	21162
	Wind Turbine Generator Power sold to third party	110	144
	Total Revenue from Operations	26848	21807
	Other income .. .. ..	107	628
	Total Income	26955	22435
	Profit Profit [Profit before interest, depreciation & Tax]	1074	1302
	PROFIT BEFORE TAX [PBT] .. .. ..	(1017)	(1121)
	Less : Provision for Current Tax .. .. ..	-	-
	Provision for Deferred Tax.. .. ..	_(274)	_(331
	PROFIT AFTER TAX [PAT] .. .. ..	_ (743)	_(790)

2 DIVIDEND

The Directors have not recommended dividend for the year ended 31^st March 2025 in view of the loss
incurred during the year FY 2024-25.

3 MANAGEMENT DISCUSSION AND ANALYSIS

Core business of the company is manufacture and sale of cotton yarn and blended yarn. The management
discussion and analysis given below discusses the key issues of the Industry with specific reference to
the cotton yarn spinning sector.

Details of changes on following ratios (with reasons for changes if 25 % or more as compared to
immediately previous financial year).

Key Financial Ratios :

S.No.	Particulars	2024-25	2023-24	Change(%)	Reasons
(a)	Current Ratio (in times)	1.05	1.04	0.96%
(b)	Debt-Equity Ratio (in times)	1.39	1.36	2.21%
(c)	Interest Coverage Ratio (in times)	0.94	1.00	(6.00)%
(d)	Return on Net worth (in %)	(8.40)%	(8.27)%	(1.57)%
(e)	Inventory Turnover Ratio (in times)	3.54	3.02	17.22%
(f)	Debtor Turnover Ratio (in times)	10.55	7.21	46.32%	Due to Improved collection during the year
(g)	Net Profit Ratio (in %)	(2.77)%	(3.62)%	23.48%
(h)	Operating Profit ratio (in %)	4.00%	5.97%	(33.00)%	Due to Increased operational costs and lesser realisation

a. REVIEW OF OPERATIONS:

In spite of world wide disturbances coupled with domestic challenges, company has made
Rs 50.40 crore increase in operating revenue (23.11 % increase in its revenue when compared to last year)
ie from Rs 218 crores (FY 23-24) to Rs 269 crores in FY 24-25. The gross production volume stood at
86.82 Lakhs Kgs (including purchase done for trading of 4.70 lakhs kgs) during the financial year 2024-25 as
against 71.50 Lakhs Kgs of last year.

The sale volume for the FY 2024-25 stood at 88.89 Lakh Kgs as compared to 69.91 Lakh Kgs of last year.
Raw material rate decrease is very marginal when compared to steep decrease in selling price during the
year and sale had to be made at a lower price to sustain the competitive market conditions. However
Company''s quality of yarn in value added segment has been well appreciated by the customers and the
Company is receiving moderate volume of orders for value added counts.

During the year 24-25, capacity utilisation was in the range of 85 to 90 % due to uncertainties in off take that
prevailed for quite some time. Further, even though solar power plant was available fully, the power
generated could be used only to the extent of yarn production capacity usage as mentioned above.
Power generated from green energy source namely Wind mill and Solar power to the extent of 305.42 lakhs
Kilo Watt Units have subscribed to the overall power requirements for the manufacture of yarn and this
has enabled to sustain the power cost per unit. However due to increased production during the year (from
65.4 lakhs kgs in 23-24 to 82.12 lakhs kgs in 24-25), quantitative power consumption has increased and net
work charges imposed by Govt resulting in Net power cost increase from Rs 12 crores to 18 crores.

b. WAY FORWARD:

Following almost three years of slump in demand and rising production costs, textile mills in Tamil Nadu are
looking at gradual market improvement and better performance in the years to come

Spinning Industry is said to have gone a highly challenging phase during financial year 2023-24 and 24-25
due to weak demand for yarn and high inventory levels across the value chain. There was a steady
improvement in yarn demand for the last nine months, driven by inventory exhaustion across the value
chain and a 10% reduction in installed spindles across India, which helped restore supply-demand balance
to some extent. The textile mills were able to sell their monthly production and old stocks are getting
exhausted. While the larger mills were currently operating 95% capacity, others were operating 70% to 80%.

However, margins remain under pressure due to the price gap between domestic and international cotton
and rising conversion costs. We remain hopeful that sustained demand will gradually lead to margin
improvement from this fiscal.

Also textile mills that had financial resources are planning for investing in modernisation and automation to
improve efficiency in the medium term. A sustained growth in demand would enable the mills to invest in
next level of modernisation.

According to Southern India Mills'' Association, of the 24 million spindles in Tamil Nadu nearly 19 million were
in operation. Of these, one third is being operated by 100% renewable energy sources through captive use.
Another five million spindles should improve the production efficiency and competitiveness to survive in the
long term.

Further we have to go for synthetic yarn and many more value added yarns The opportunities were high for
the textile industry as there were free trade agreements. The mills should focus on multiple factors such as
value added yarns, modernisation, and fibres to become sustainable in the long run.

A rebound in exports and favorable domestic demand are expected to drive India''s cotton yarn industry to a
7 to 9% revenue growth in the current fiscal, up from a modest 2-4% growth in the previous fiscal. Uptick in
volumes will primarily drive this growth, supported by modest increase in yarn prices.

The market is expecting significant growth due to the increasing demand for textiles in developing
economies. This trend is driven by the expanding middle class population in these regions, leading to a rise
in consumer spending on textiles. Fashion trends continue to influence the textile market, with consumers
seeking innovative and unique textiles for their clothing and home decor needs. Furthermore, innovations in
the textile industry, such as the integration of advanced technologies and sustainable production methods,
are enhancing product quality and appeal. However, the market faces challenges related to health hazards
associated with the production process.

In the context of expecting significant growth as said above and to give fillip to the expectation, the Union
govt has come out with a development plan to go about Rs 1900 crores textile park Under Pradhan mantri
Mega Integrated textile region and apparel park coming up in about 1052 acre site at Virudhunagar district in
TN and this is expected to host next generation textile manufacturing eco system focused on technical
textiles and integrated processing units. It is one of seven PM MITRA parks being developed nationwide
under the centre''s flagship scheme aimed at catalysing India''s textile sector support and investment
incentives. The project was formalized during the year 2023 and is targeted for completion in the year 2026
with state govt projecting Rs 10,000 crore in investment and creation of one lakh jobs.

c. ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)

Our commitment to reducing environmental impact is evident from contribution to emissions reduction and
renewable energy investments through initiatives like solar power generation and a focus on recycling of
Waste cotton and resource optimization. We demonstrate our dedication to sustainable manufacturing and
environmental stewardship. Company recognizes environment protection is fundamental to its survival and
also health and safety of employees and workers are of primary importance. Accordingly company gives
importance in all operational and functional areas at all three locations of the Company and ensures
accident free period. Further Regular safety audits, periodic safety inspections are carried out by expert
agencies in a systematic way and suitable control measures are followed and safe operations are ensured at
factory sites. All processes as required for Pollution Control and Environmental Protection are strictly
followed.

d. INTERNAL CONTROL AND SYSTEMS

The company has adequate Internal Control Systems in place that commensurate with the size, scale, and
complexity of its operations and does the evaluation of risk in board meeting periodically. Internal Auditors
are carrying out the audits and advising the management on strengthening of internal control systems then
and there. The reports are discussed periodically. Significant audit observations and corrective actions
thereon are presented to the Audit committee periodically.

Further the Company is certified with ISO 9001, ISO 14001 and ISO 45001 on the manufacturing systems.
Further, the Company''s Better Cotton Initiatives and organic cotton yarn is certified by GCL. Further
Sambandam Spinning Mills Limited is the approved and preferred customer for following buying houses
namely Inditex, C&A, Marco Polo, Amfori@BSCI and MUJI.

e. HUMAN RESOURCES MANAGEMENT

Employee''s health and safety involves a wide range of factors such as physical, mental, emotional and
social health, which are fully integrated for an individual''s overall sense of well-being. At Sambandam an
employee- friendly environment is created through its innovative HR Policy where employees feel safe,
supported, valued and respected. Company provides necessary resources, policies and practices that
promote not only physical health but also psychological and emotional support. Company prioritises
employee''s well-being experience resulting in better performance. More than that in Sambandam, as a
Social cause towards women empowerment and helping the marginalised society, the Policy is framed and
followed continuously in true letter and spirit by the Promoters of the company, ever since the inception of the
Company

f. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT POLICY OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for
protection against sexual harassment of women at workplace and for the prevention and redressal of
complaints of sexual harassment and also for the matters incidental thereto. The Company has accordingly
adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing,
prohibiting and redressing sexual harassment of female employees at all the workplace within the Company
which are based on fundamental principles of justice and fair play. Internal Complaints Committee under the
sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has been
formed and complied with. Further, Anti Sexual Harassment Committee constituted at each unit shall be
responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and
its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure
that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any,
are effectively addressed.

1) No of sexual harassment complaints received during the year = Nil

2) Number of complaints disposed off within the year = Nil and NA

3) No of complaints pending for more than 90 days = Nil

The company is in full compliant with respect to the provisions relating to the Maternity Benefit act 1961

g. COST AUDIT

In view of applicability of maintenance of cost records and cost audit for the company, cost audit for year
2024-25 is completed in time and the same is submitted by the auditor to the board of Directors and the same
shall be filed with MCA before the due date.

Board of directors have approved the appointment of Dr. C. Dhanapal, Practising Cost Accountant
(Membership Number : 14293) Cost Accountants for audit of cost accounts of the Company. In accordance
with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the
Company is applicable for the financial year 2025 - 26 and the resolution for ratification of the remuneration
payable to the Cost Auditor for the year 2025-26 is placed before the members in the notice of this AGM for
ratification.

In view of the Company maintaining the cost records and the statutory requirement for the cost audit of such
records, Cost Audit for the year 2025-26 shall be conducted and its report thereon will be produced.

h. BOARD MEETINGS :

During the year under review Five board meetings were held and the intervening gap between any two
board meetings did not exceed 120 days or extended permitted days by Government. Dates of the board
meetings and details of directors'' attendance at the meetings are furnished in the Corporate Governance
report at Annexure - VII.

i. DIRECTORS

During the year changes took place in the composition of Board of Directors (including Independent
Directors) w.e.f 11.8.2024 which was duly approved by the shareholders in the 50 th AGM held on
21-09-2024.

Company''s policy on Directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under section
178(3) of the Act are covered under Nomination and Remuneration Policy and it is available in the web-link of
the Company http://www.sambandam.com/results/SSM-NRP-2015.pdf. Further, information about
elements of remuneration package of individual directors is provided in the Annual Return as provided under
Section 92(3) of the Act, Under Serial No. 9 of this Report.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of
independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in
the circumstances which may affect their status as Independent director during the year.

Declaration on adherence to the Code of Conduct.

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board
members and senior management personnel of the Company have confirmed adherence to the Code of
Conduct of Sambandam Spinning Mills Ltd., Limited for the financial year ended March 31,2025.

j. DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES
ACT, 2013

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from
the management, the directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting
standards Ind AS have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss of the Company for the financial year;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating properly; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

k. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no orders were passed by the Regulators or Courts or Tribunals impacting the
going concern status and the operations of the Company.

l. PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014

None of the employees (other than the Directors and KMPs whose remuneration is displayed in âsâ
page no. 22 below) of the Company has drawn remuneration exceeding Rs 8.5 lakhs per month or Rs 102
lakhs per annum during the year.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 with subsequent amendments thereto is annexed (in page no. 48) with this report
and forms part of this report.

m. Related Party Transactions :

All Related Party Transactions that were entered into during the financial year were only at arm''s length
basis in the ordinary course of business, whose accounts is placed before the shareholders at the General
Meeting for approval. However, as per regulatory requirements an omnibus approval from the audit
committee for such transactions has been obtained. The Company has not entered into any new contract /
arrangement during the year with related parties except the one mentioned in form AOC 2 to this annual
report . Further the details of such transactions with related parties have been disclosed in Notes to the
Standalone Financial Statement forming an integral part of this Annual Report The Transactions as required
under Indian Accounting Standards ''Ind AS-24 are reported in Note 46 of the Notes to Accounts of the
Standalone Financial Statements. The Company''s Policy on dealing with related party transactions is
available on the Company''s website http://www.sambandam.com/results/RPT-Policy.pdf.

n. BOARD EVALUATION

Your Company has in place a Policy relating to selection, remuneration and evaluation of Directors and
Senior Management.. The said Policy is available on the website of the Company www.sambandam.com
Pursuant to the provisions of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance
and that of its Committees as well as performance of the Directors individually. Feedback was sought by way
of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance and the evaluation was carried out based on responses received from the
Directors

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as
well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise
was carried out through a structured evaluation process covering various aspects of the Board functioning
such as composition of the Board and Committees, experience and competencies, performance of specific
duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on parameters such
as attendance at Board Meetings and General Meetings; participation in Board proceedings; independence
and candidness shown at meetings; clarity and objectiveness in expressing views at meetings; awareness
of governance code, compliance requirements, risk framework, etc. interactions with other Directors / Senior
Management during and outside meetings; keenness to continuously familiarize with the industry and the
Company etc.

Outcome of evaluation process

Based on inputs received from the members, it emerged that the Board had a good mix of competency,
experience, qualifications and diversity. Each Board member contributed in his/her own manner to the
collective wisdom of the Board, keeping in mind his/her own background and experience. The necessary
disclosures under SEBI Regulations given hereunder:

a. Observations of Board evaluation carried out for the year 24-25
i Achieved Operating revenue of Rs 269 crores

ii. Achieved EBIDTA of 4.00 %

b. Previous year 23-24 observations and action taken

All compliance parameters as per SEBI circular have been full filled

c. Proposed actions for 25-26 based on current year observations
i To achieve a turnover of Rs 350 crores

ii. To aim for EBIDTA of 20 %

iii. To implement Integrated accounting package fully

o. FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

The Directors are provided with all the documents to enable them to have a better understanding of the
Company, its various operations and the industry in which it operates. All the Independent Directors of the
Company are made aware of their roles and responsibilities at the time of their appointment through a formal
letter of appointment, which also stipulates various terms and conditions of their engagement. Executive
Directors and Senior Management provide an overview of the operations and familiarize the new NonÂ¬
Executive Directors on matters related to the Company''s values and commitments. They are also
introduced to the organization structure, constitution of various committees, board procedures, risk
management strategies, etc. Strategic presentations are made to the Board where Directors get an
opportunity to interact with Senior Management. Senior management personnel of the Company make
presentations to the Board Members on a periodical basis, briefing them on the operations of the Company,
plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In
addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to
time. The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of
Directors on Financial Statements and Internal Controls. They will also make presentations on regulatory
changes from time to time. The Company Secretary provides an update on Regulatory Changes along with
the Board Agenda. The details of the familiarisation program me are available on the website of the company

Presentations during every quarter are made by Senior Management and Internal Auditors at the Board
meetings and Committee meetings on the business and performance updates of the Company, local and
global business environment, business risks and its mitigation strategy, impact of regulatory changes on
strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated
then and there to all the Directors including the Independent Directors.

p. DEPOSITS

The following are the details of deposits (accepted from the shareholders) covered under Chapter V of the
Companies Act 2013.

i Deposits at the beginning of the year on 1^st April, 2024 : Rs 809.57 lakhs

ii. Deposits Accepted from shareholders during the year (2024-25) : Rs 178.75 lakhs

iii. Deposits repaid to shareholders during the year (2024-25) : Rs 45.51 lakhs

iv. Deposits of shareholders outstanding at the end of the financial year on 31^st March, 2025 :

Rs 942.81 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL
Company has duly complied with the provisions of section 73 of the Companies Act, 2013 read
with relevant rules with respect to fixed deposits.

The following are the details of deposits accepted from the Directors which is not covered under definition
of deposits Rules.

i Deposits at the beginning of the year on 1^st April, 2024 : Rs 80.00 lakhs

ii. Deposits accepted from Directors during the year (2024-25) : Rs 772 lakhs

iii. Deposits repaid to Directors during the year (2024-25) : 120 lakhs

iv. Deposits of Directors outstanding at the end of the financial year on 31^st March, 2025 : Rs 732 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL

q. INDUSTRY ASSOCIATIONS

Sri S. Dinakaran, Joint Managing Director of the Company is a special invitee in the Committee of
Administration and Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL),
Mumbai. He is also a director in Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices
he holds, Sri S. Dinakaran has been representing to SIMA at the appropriate time to get relief to the ailing
Textile Industry. Further to above, he keeps attending Live textile exhibition and represent spinning Industry
and company scenarios.

r. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANIES

There were two associate Companies -out of which one namely Salem IVF Center Pvt Ltd is disassociated
due to sale of investments in that company on 26.06.2024 and also due to resignation of common Director
Sri.S.Devarajan from that company w.e.f. 01.07.2024.

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital of that Company.

This Company has recorded total revenue of Rs 326.75 Lakhs and profit after tax (PAT) of Rs 17.25 Lakhs
for the year ended 31.03.2025 as against Rs 300.33 Lakhs Revenue and Rs 10.31 Lakhs PAT recorded in
the previous year 2023-24.

Salem IVF Centre Pvt. Ltd. - Not applicable due to above said reason of dissociation from Salem IVF center
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES OR ASSOCIATE COMPANIES

SPMM Health Care Services Pvt Ltd., revenue increased marginally by 8.80 % from operations during 24-25
when compared to 23-24 and the Net profit after tax also has increased by 67.31%due to operational
reasons.

s. CHANGES OR COMMITMENTS AFTER THE YEAR ENDED ON 31.3.2025

No material change or commitments affecting the financial position of the company has occurred between
the close of the financial year on 31.3.2025 and the date of this report Information

Pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial personnel) Rules 2014 :

(i) Ratio of the remuneration of each Director, Chief Technical Officer, Chief Marketing Officer,
Chief Financial Officer and, Company Secretary to the median remuneration of the employees of
the Company is tabulated below

(ii) Percentage increase in their remuneration in 2024-25 as compared to the previous year (2023-24):
(Median Remuneration : Rs 1,47,420 in 2024-25).There is no change (no increase) in the
remuneration of directors and KMPs during the year 24-25

Name of whole-time	Remuneration % increase in 2024-25	Ratio to Median Remn.	i Ratio of 2024-25 Remuneration to
Directors and KMP	Remuneration % increase in 2024-25	Ratio to Median Remn.	Revenue		Net Profit
Sri S.Devarajan, Chairman and Managing Director	0%	81.40		0.45%	(11.80)%
Sri S.Jegarajan, Joint Managing Director	0%	78.96		0.43%	(11.44)%
Sri S.Dinakaran, Joint Managing Director	0%	50.47		0.28%	(7.32)%
Sri D.Niranjan Kumar, Director - Marketing	0%	32.56		0.18%	(4.72)%
Sri J.Sakthivel, Director - Technical	0%	32.56		0.18%	(4.72)%
Sri P.Boopalan, Chief Financial Officer	0%	20.35		0.11%	(2.95)%
Sri S.Natarajan, Company Secretary	0%	10.99		0.06%	(1.59)%
Note : 1. All appointments are contractual
2. Remuneration includes salary, perquisites
Name of Non-executive Directors	# Sitting fees in 2024-25	# Sitting fees in 2023-24
Name of Non-executive Directors	Rs. lakhs		Rs. lakhs
Mr. D.Sudharsan -	0.75		1.25
Name of Independent Directors	# Sitting fees in 2024-25 Rs. lakhs	# Sitting fees in 2023-24 Rs. lakhs
Dr. V.Sekar	3.35		4.65
Mr. D.Balasundaram	3.10		4.65
Mr. S.Gnanashekaran	1.80		4.65
Mr. Kameshwar M Bhat	1.80		4.65
Smt. Annapoorani Venugopalan	2.30		2.00
Mr. S.Bhaskaran	2.30		2.00
Mr. M.Gopalakrishnan	1.55		N.A
Mr. T.Padmanabhan	1.55		N.A

# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the
Committee or of the Board attended by them.

(a) Variation in the sitting fees paid to Directors depends on their attendance at the Board /
Committee Meetings.

(iii) Number of permanent employees on the rolls of the Company : 1621

(iv) No variable component of the remuneration to any director.

4 AUDITORS

At the 48th Annual General Meeting held on 23.09.2022, M/s P.N Raghavendra Rao & Co, Chartered
Accountants, Firm Registration No. FRN : 003328S were appointed as statutory Auditors of the Company
upto conclusion of 53rd AGM. Statutory Auditor M/s P.N. Raghavandra Rao & Co., Chartered Accountants
have confirmed their eligibility to remain as Auditors for the year 2025-26. On the recommendation of the Audit
Committee, Board is placing the resolution for fees payable for the year 2025-26 to the statutory Auditors
before the members for approval.

As per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Secretarial Auditor who shall be peer reviewed has to be appointed.
Accordingly, the Board unanimously decided to appoint M/S KUVS & Associates, Practising Company
Secretaries, Trichy Peer Review Certificate No. 6318/2024 as Secretarial Auditors of the Company for a term
of 5 consecutive years at a proposed remuneration of Rs 2,00,000/- for the financial year ending 31.03.2026.
The Audit Committee and Board of Directors of the Company have considered their skill, expertise ,efficacy
and recommended their appointment for a term of 5 consecutive years commencing from 01.04.2025 to
31.03.2030. Based on the recommendation of the Audit Committee, the Board of Directors of the Company
are empowered to fix their remuneration plus travelling and other out of pocket expenses incurred by them in
connection with the audit for the remaining part of the tenure. Appointment of M/s KUVS & Associates as
Secretarial Auditors has to be approved by the Shareholders and hence the resolution under Item no.5 is
placed for your approval. None of the Directors or Key Managerial Personnel or their relatives is in any way,
concerned or interested, financially or otherwise, in this resolution. The Board recommends the Ordinary
Resolution set out at Item No.5 of the Notice for approval of the Members

5 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in note 50 to the notes to the financial statements.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also
provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism.
The Company affirms that no personnel have been denied access to the audit committee. The Company has
formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise
Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are
reported to an Independent Director and member of the Audit Committee and suitable directions/actions are
informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the
Companies Act 2013 which can be accessed on the Company''s Website under the web link
http://www.sambandam.com/results/SSML-WB-POLICY-Ver-2-0-2024.pdf.

7 AUDIT COMMITTEE :

Details of Composition of Audit committee are covered under corporate governance report annexed with this
report and forms part of this report. Further, during this year all the recommendations of the Audit committee
have been accepted by the Board.

8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI). As required by the Act, a Secretarial Audit Report issued by a Company Secretary
in practice (PCS), a Peer Reviewed Unit, in Form MR 3 is annexed with this report (Annexure VI) and it does
not contain any qualification. Certificate from PCS that none of the Directors are debarred or disqualified forms
part of this Annual Report. Secretarial Compliance Report certifying compliance of Listing Regulations has
been obtained and annexed as part of this report and the same is also filed with the Stock Exchanges Annual
Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any
qualification, reservation or adverse remark or disclaimer.

9. EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies
(Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended 31-03-2025
has been placed on the website of the Company and web link of such Annual Return is
http://www.sambandam.com/results/2024-08-30-MGT-7-2023-24.pdf .The weblink of the Annual return for
the year ended 31.3.2025 shall be uploaded on same weblink upon filing of same after AGM date .

10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND ACCOUNT :

Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from
07.09.2016, the declared dividends which remained unpaid or unclaimed for a period of seven years, has to
be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the
Central Government. During the year 2024-25, transfer of Unclaimed Dividend of the year 2016-17 was
applicable since dividend was declared for the financial year 16-17.

Further, shareholders are requested to take note that as per IEPF rules, the company is required to transfer
unpaid dividend and underlying shares also in respect of which final dividend was not claimed of the year
17-18, to IEPF authority. Shareholders who have not claimed their dividend of the year 17-18 can write to
the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at ''Subramanian
Building'', No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents
(RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid
claim is received, the dividend and shares in respect of which the dividend are lying unpaid / unclaimed will
be transferred to IEPF authority on the due date. Further in terms of rule 6(3) of the IEPF rules, statement
containing the details of shareholders who have not claimed dividend for previous years, and his folio
number /DP-ID /client ID is made available on company''s website for information and necessary action by
shareholder. In case, the concerned shareholder wish to claim the shares after transfer to IEPF, an
application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such
form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same
is available at IEPF website (ie) www.iepf .gov.in.

Dividend year	Date of declaration of dividend	Due date for transfer to IEPF
17-18	11.08.2018	07.09.2025
18-19	11.08.2019	07.09.2026
19-20	Dividend not declared	Not applicable
20-21	25.09.2021	22.10.2028
21-22	24.09.2022	21.10.2029
22-23	Dividend not declared	Not applicable
23-24	Dividend not declared	Not applicable

Annexures to this Board Report

The following are the annexures to this report

a. Statement containing salient features of the financial statement of associate company
(Form AOC - 1) in Annexure - I

b. Form AOC - 2 in Annexure - II

c. CMD / CFO Certification in Annexure - III

d. Conservation of energy, technology absorption, Research and development and foreign exchange
earnings and outgo in Annexure - IV

e. Details of CSR Expenditure in Annexure - V

f. Secretarial Audit Report (Form MR-3) and Annual secretarial compliance report -in Annexure - VI

g. Corporate Governance Report in Annexure - VII

11. CAUTIONARY NOTE

Statements in the Board''s report and the management discussion and analysis describing the Company''s
objectives, expectations or predictions may be forward looking within the meaning of applicable securities
laws and regulations. Actual results may differ materially from those expressed in the statement. Important
factors that could influence the Company''s operations including global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices, changes in government
regulations, tax laws, economic developments within the country and other related factors such as litigation
and industrial relations.

12 ACKNOWLEDGEMENT

Your directors thank the Company''s customers, vendors , bankers and investors for their continued support
during the year. Your directors place on record their appreciation for the contribution made by the
employees at all levels. Your Company''s consistent growth but for the market conditions has been made
possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank Canara Bank, Karnataka Bank Limited, HDFC bank, South Indian Bank, CSB Bank,
and the State and Central Government departments for their support, and look forward to their continued
support in future

For and on behalf of the Board

Salem S. Devarajan

August 12, 2025 Chairman and Managing Director

DIN :00001910

Mar 31, 2024

Your directors have pleasure in presenting the 50^th Annual Report together with the Audited Accounts for the year ended March 31,2024.

1 PERFORMANCE HIGHLIGHTS Revenue from Operations	2023 - 24	2022 - 23
Direct exports .. .. ..	431	1007
Merchandise exports .. .. ..	70	636
Domestic Sales .. .. ..	21162	24531
Wind Turbine Generator Power sold to third party	144	151
Total Revenue from Operations	21807	26325
Other income .. .. ..	628	419
Total Income	22435	26744
Profit
Profit [Profit before interest, depreciation & Tax]	1302	1261
Cash profit [Profit before depreciation & Tax]	3	8
PROFIT BEFORE TAX [PBT] .. .. ..	(1121)	(1510)
Less : Provision for Current Tax .. .. ..	-	-
Provision for Deferred Tax.. .. ..	_(331)	(332)
PROFIT AFTER TAX [PAT] .. .. ..	_(790)	(1178)

2 DIVIDEND

The Directors have not recommended dividend for the year ended 31^st March 2024 in view of the loss incurred during the year 2023-24.

3 MANAGEMENT DISCUSSION AND ANALYSIS

Core business of the company is manufacture and sale of cotton yarn and blended yarn. The management discussion and analysis given below discusses the key issues of the Industry with specific reference to the cotton yarn spinning sector.

Details of changes on following ratios (with reasons for changes if 25 % or more as compared to immediately previous financial year).

Kpv Financial Ratine; Â¦

S.No.	Particulars	2023-24	2022-23	Change(%)	Reasons
(a)	Current Ratio (in times)	1.05	1.23	(14.63)%
(b)	Debt-Equity Ratio (in times)	1.28	1.31	(2.29)%
(c)	Interest Coverage Ratio (in times)	1.00	1.01	(0.99)%
(d)	Return on Net worth (in %)	(8.27)%	(10.95)%	24.49%
(e)	Inventory Turnover Ratio (in times)	3.02	3.06	(1.31)%
(f)	Debtor Turnover Ratio (in times)	7.21	7.73	(6.73)%
(g)	Net Profit Ratio (in %)	(3.62)%	(4.47)%	19.02%
(h)	Operating Profit ratio (in %)	5.97%	4.64%	28.69%

a. INDUSTRY SENARIO

Industry behavior is determined by number of players in same industry and is very much further influenced by the Impact of macroeconomics variables that is very crucial. Further it depends on the Impact of anticipated domestic cotton shortage, and by the investment of high capex by other industry players. FY 23-24 was more challenging year when compared to FY 22-23. Adding to that Challenges facing the Indian textile and clothing industry include high raw material prices, escalating input costs, quality control orders (QCO), and the import of garments. Raw material (fiber) constitutes 60-70% of manufacturing costs, impacting the industry''s competitiveness. Currently, most spinning mills are operating at only 60-70% capacity due to a lack of demand. The country''s spinning gaints, recognising the looming threat, has shifted its focus from the Indian market to prioritize export markets due to its heavy reliance on the spinning industry.

Indian polyester, viscose yarn noticed mixed trend, Polyester Cotton remains sluggish in the Indian market. Trends for polyester, viscose, and cotton yarn have been mixed, with polyester-cotton (PC) yarn showing a declining trend. The price of polyester-cotton yarn has decreased, while polyester spun yarn has seen an up tick in trading prices. The market has shown a steady trend in polyester spun yarn prices, while viscose yarn prices have remained stable. Despite the majority of the market experiencing a usual low demand, there''s an expectation among traders that the recent drop in yarn prices might draw in buyers. Buyers remain cautious due to uncertain market conditions.

Cotton candy prices experienced a slight decline of (0.33)%, settling at Rs. 58240 per candy, driven by profit booking following earlier gains. The market initially rose due to delays in shipments from major exporters like the US and Brazil, which boosted demand for Indian cotton from neighboring mills. This demand surge was further supported by a firm trend in cottonseed prices. Despite the onset of monsoon rains in southern states like Karnataka, Telangana, and Andhra Pradesh, signaling the beginning of the kharif 2024 season, cotton acreage dynamics are mixed. While Telangana is expected to see an increase in cotton planting, driven partly by shifts from chilli cultivation due to weak prices, North India faces challenges such as increased pest infestation and rising labor costs, potentially leading to a decrease in cotton acreage.

Technically, the market observed long liquidation with unchanged open interest, indicating a cautious sentiment among traders. Currently, support for Cotton candy is seen at 58000 Rs per candy and a breach below could test 57750 levels, while resistance stands at 58500. A breakout above this resistance could push prices towards 58750.

IMPORT DUTY IMPACT

There is no parity for spinning mills in the domestic market, Imports of cotton attract 11 percent customs duty and they are Rs. 5,000 to Rs. 6,000 a candy costlier. It has also affected our competitiveness. âCotton prices have slipped to such lows after a long time, Buyers are not buying, while sellers too are not ready. Prices are below the MSP announced for the new seasons starting October.

The MSP for cotton for the 2024-25 crop year has been increased to Rs. 7,121 a quintal for the medium staple variety.

âGood monsoon rain and better crop prospects have also made the market slackâ, The textile sector was unable to get back to the strong position witnessed during 2018-19. With only two months remaining for the season to end during the current year 2024-25, all stakeholders have turned cautious as they have ample stock to meet their requirements.

However, overcoming the challenges with its inherent strengths; increased competitiveness; ability to meet the changing market trend; supportive Garment segment, SSML has generated a revenue of Rs. 218.08Crores

b. COMPANY''S PERFORMANCE

A new variety/brand of cotton called âKasturi Cotton Bharthâ is introduced in the industry and it is a initiative of the Ministry of Textiles, Government of India, The branding, traceability and certification of Kasturi Cotton is already implemented by Sambandam Spinning Mills Limited with the support of The Cotton Textiles Export Promotion Council (TEXPROCIL), in association with the Cotton Corporation of India (CCI). It has got very high standard on staple length, fibre strength and very low trash percentage and very low moisture content has got unique benefits such as Confirming to quantifiable standards of superior quality, increase of softness in a fabric, increase in strength of the fabric, durability of the fabric, improved colour vibrancy, confirmation of its origin ( made in India )and lastly verifiable and traceable using block chain technology and can generate trust among the users. Consumers too can see the journey of Kasturi Cotton in their product through the supply chain from start to finish.

SSML is known for being one of the first mills to produce Kasturi Cotton Yarn. Kasturi Cotton marks the new standard in cotton quality. It''s the mark that superior cotton will bear from now on. It goes beyond being just a raw material. It will be cotton that reflects the elevated and enlightened spirit of India. Because of its unique special nature as described above Sambandam spinning mills has spear headed and started using in it (Kasturi Cotton) in yarn production as a front runner in the country to produce best quality yarn.

Further to above the company produces regenagri cotton yarn. Regenagri cotton is a regenerative agriculture initiative aimed at securing the health of the land and the wealth of those who live on it. In continuation of above innovation on usage of kasturi cotton, company remains steadfast in its commitment to delivering high quality products at all better price ranges. Boutique Living and Layers are gaining significant traction in the domestic market through this dedication to innovation, affordability and exceptional customer service

FY 23-24 was challenging year when compared to FY 22-23 since Yarn market was very turbulent during the year and your company is not an exception to that. Thus there is reduced turn over during the year 23-24 when compared to last year. The gross production volume stood at 71.50 Lakhs Kgs (including purchased one for trading of 6.10 lakhs kgs) during the financial year 2023-24 as against 62.29 Lakhs Kgs of last year.

The sale volume for the FY 2023-24 stood at 69.91 Lakh Kgs (including trading sales of 5.99 lakhs kgs) as compared to 65.76 Lakh Kgs of last year. The overall revenue from operation has come down by 11.75% during the FY 2023-24 of Rs 218.08 Crores from Rs 263.25 Crores of last year. Cost of manufacture was higher and sale could be made at a lower price to sustain the competitive market conditions. However Company''s quality of yarn in value added segment has been well appreciated by the customers and the Company is receiving moderate volume of orders for value added counts.

During the year 23-24 ,capacity utilisation was in the range of 70% to 80% only due to uncertainties in off take that prevailed for quite some time. Further, even though solar power plant was available fully, the power generated could be used only to the extent of yarn production capacity usage as mentioned above. The wind mills have generated 193.05 lakh units and recorded generation of electric power of the value of Rs. 124.04 lakhs during the year However the company could manage to exceed market expectation on supplies and the yarn market is translated from buyers'' market to sellers'' market. The product mix were suitably adjusted to suit to consumer need, to maximize the productivity. Export market was not good during 23-24 when compared to 22-23.

As a innovative process in marketing, company has recently constructed and inaugurated a special Sambandam spinning mills all products Studio at the mills premises during the month of April 204. New products and it varied application products are displayed in the studio. The studio is mainly to cater to the needs of customers .This is attracting existing and new customers for improving the business

A few photographs of such studios are displayed at the end of this Annual report

Members may note that towards the end of FY 22-23 company had decided to explore the possibility to dispose off Unit IV machineries (after retaining a portion of it) from plant and machineries situated at Udayapatti salem). Accordingly those machineries were disposed off during current FY 23-24 and this is taken on record in the books of accounts

c. Outlook:

After a year of rough journey of business during FY 23-24, the Indian cotton yarn spinning industry is expected to witness a breather this year with the improved revenue growth & operating margins, gradual recovery in exports, lower cotton prices, evolving market conditions etc reaffirming its status as a cornerstone of the textile ecosystem. SSML is well positioned to accelerate its growth level with its strong fundamentals, high competence, challenging ability;

ICRA predicts the domestic cotton spinning industry will recover in FY2025, with 6-8% growth driven by increased volume and mild realisation gains. Following two years of decline, improved domestic demand and stabilised exports will boost the industry.

Cotton prices have declined nearly 7.5 per cent over the past month due to a lack of movement and slack demand for yarn. However, industry experts say once the natural fibre''s prices stabilise, the industry might turn confident and return to buy.

Currently, the situation is improving, There is movement in cotton bales and yarn due to improved demand. Mills are increasing production due to expectation of increase in yarn demand and yarn price.

However in spite of all odds as above India''s cotton yarn spinners are expected to see a 100-basis point improvement in operating profitability to 11-12 per cent in fiscal 2024 (FY24), despite a projected 10-12 per cent on-year fall in revenue due to lower realisations and muted exports, according to CRISIL Ratings. Although the operating profitability will remain below the pre-pandemic five-year average of 12-13 per cent, the rise in profitability in fiscal 2024 will follow a sharp fall of approximately 600-700 basis points estimated for fiscal 2023. The credit profiles of cotton yarn spinners are expected to remain stable as they have deleveraged balance sheets due to low capital expenditures in the past few fiscal years, generating cash flows in fiscal 2024, and likely improvement in operating profitability in fiscal 2024, as per a CRISIL Ratings analysis of 101 cotton yarn spinners accounting for approximately 35 per cent of the industry''s revenues. Expected improvement in capacity utilisation, supported by improving domestic and export volumes in fiscal 2023, will boost operating profitability of yarn spinners in fiscal 2025. Although cotton prices had begun rising in February-March 2024 and soared to all-time highs by May-June 2024, cotton demand remains steady with 4-5 per cent volume growth expected in fiscal 2025, supported by stable domestic readymade garments demand.

d) ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)

EHS is given utmost importance in all operational and functional areas at all four locations of the Company. Regular safety audits, periodic safety inspections are carried out by expert agencies in a systematic way and suitable control measures are followed and safe operations are ensured at factory sites. All processes as required for Pollution Control and Environmental Protection are strictly followed.

e) INTERNAL CONTROL AND SYSTEMS

The company has adequate Internal Control Systems in place that commensurate with the size, scale, and complexity of its operations and does the evaluation of risk in board meeting periodically. The Company is continuously making improvements in internal control systems and Auditors are carrying out internal audits and advising the management on strengthening of internal control systems then and there. The reports are discussed periodically. Significant audit observations and corrective actions thereon are presented to the Audit committee periodically.

Further the Company is certified with ISO 9001, ISO 14001 and ISO 45001 on the manufacturing systems. Further, the Company''s Better Cotton Initiatives and organic cotton yarn is certified by GCL. Further Sambandam Spinning Mills Limited is the approved and preferred customer for following buying houses namely Inditex, C&A and Marco Polo.

f) HUMAN RESOURCES MANAGEMENT

The company has a congenial work atmosphere at all places and has implemented various welfare measures for the employees. As a policy the Company gives utmost importance to its employees in all work related activities including upskilling of capacity etc. The company engages only local workers.

The fact that relationship with the employees continues to be cordial is testimony to the Company''s ability to retain high quality workforce. In view of the aforesaid relationship no man days were lost during the year

g) DISCLOSURE ON ANTI SEXUAL HARASSMENT POLICY OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and also for the matters incidental thereto. The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees at all the workplace within the Company which are based on fundamental principles of justice and fair play. Internal Complaints Committee under the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has been formed and complied with. Further, Anti Sexual Harassment Committee constituted at each unit shall be responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any, are effectively addressed. During the year, no complaints of sexual harassment was received by the Company from any of its Units

h) COST AUDIT

In view of applicability of maintenance of cost records and cost audit for the company, cost audit for year 2023-24 is completed in time and the same is submitted by the auditor to the board of Directors and the same is filed with MCA before the due date .

Board of directors have approved the appointment of Dr. C. Dhanapal, Practising Cost Accountant (Membership Number : 14293) Cost Accountants for audit of cost accounts of the Company. In accordance with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the Company is applicable for the financial year 2024 - 25 and the resolution for ratification of the remuneration payable to the Cost Auditor for the year 2024-25 is placed before the members for ratification at the 50^thAnnual General Meeting of the Company scheduled on 21-09-2024.

In view of the Company maintaining the cost records and the statutory requirement for the cost audit of such records, Cost Audit for the year 2024-25 shall be conducted and its report thereon will be produced.

i) BOARD MEETINGS :

During the year under review Four board meetings were held and the intervening gap between any two board meetings did not exceed 120 days or extended permitted days by Government. Dates of the board meetings and details of directors'' attendance at the meetings are furnished in the Corporate Governance report at Annexure - VII.

j) DIRECTORS

There is no change in Board of Directors during the year. 2023-24

Directors seeking appointment / reappointment during 2024-25 is tabulated in page 22, 23, 24 and 25.

The Company has adequate Independent Directors in compliance with the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Hereinafter referred to as Listing Regulations). Familiarization Program on the Company and its operation was conducted for the Independent Directors periodically during every meeting .Requisite declaration from the Independent Directors of the Company under Section 149 (7) of the Act confirming that they meet with the criteria of their Independence laid in Section 149 (6) have been obtained. The Board is of the opinion that the Independent Non-Executive Directors of the Company possess requisite qualifications, expertise and experience and they hold highest standards of integrity. Mrs Annapoorani (DIN:08276668), Non Executive Independent Director, first term was completed on 10.8.2024 and being eligible offers herself for re-appointment at this Annual General Meeting. Further tenure (II term of five years) of two directors Sri.S.Gnansekaran and Sri.Kameshwar bhat was completed on 10.8.2024 and hence two new Independent directors are appointed effective from 11.8.2024 and this is proposed in the notice of this Annual report for members passing resolutions on same

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy and it is available in the web-link of the Company http://www.sambandam.com. Further, information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Act, Under Serial No. 9 of this Report.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

Declaration on adherence to the Code of Conduct.

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board members and senior management personnel of the Company have confirmed adherence to the Code of Conduct of Sambandam Spinning Mills Ltd., Limited for the financial year ended March 31,2024.

k) DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards Ind AS have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

l) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.

m) PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

None of the employees (other than the Directors and KMPs whose remuneration is displayed in âuâ below) of the Company has drawn remuneration exceeding Rs 8.5 lakhs per month or Rs 102 lakhs per annum during the year.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with subsequent amendments thereto is annexed with this report and forms part of this report

n) Related Party Transactions :

All Related Party Transactions that were entered into during the financial year were only at arm''s length basis in the ordinary course of business, whose accounts placed before the shareholders at the General Meeting for approval. However, as per regulatory requirements an omnibus approval of the audit committee for such transactions has been obtained. The Company has not entered into any new contract / arrangement during the year with related parties However, existing contract details are mentioned in Form No. AOC-2 appended to this Annual report. Further the details of all transactions with related parties have been disclosed in Notes to the Standalone Financial Statement forming an integral part of this Annual Report The Transactions as required under Indian Accounting Standards ''Ind AS-24 are reported in Note 47 of the Notes to Accounts of the Standalone Financial Statements. The Company''s Policy on dealing with related party transactions is available on the Company''s website

o) BOARD EVALUATION

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance at Board Meetings and General Meetings; participation in Board proceedings; independence and candidness shown at meetings; clarity and objectiveness in expressing views at meetings; awareness of governance code, compliance requirements, risk framework, etc. interactions with other Directors / Senior Management during and outside meetings; keenness to continuously familiarize with the industry and the Company etc.

Your Company has in place a Policy relating to selection, remuneration and evaluation of Directors and Senior Management.. The said Policy is available on the website of the Company www.sambandam.com

Outcome of evaluation process

Based on inputs received from the members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. The necessary disclosures under SEBI Regulations given hereunder:

a. Observations of Board evaluation carried out for the year 23-24

i. All compliance parameters as per SEBI circular have been full filled

b. Previous year 22-23 observations and action taken

i. Achieved turnover of Rs 263.25 crores

ii. Achieved EBIDTA of 4.79%

c. Proposed actions for 24-25 based on current year observations

i. To achieve a turnover of Rs 350 crores

ii. To aim for EBIDTA of 20 %

iii. To implement Integrated accounting package fully

p) FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

Presentations during every quarter are made by Senior Management and Internal Auditors at the Board meetings and Committee meetings on the business and performance updates of the Company, local and global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated then and there to all the Directors including the Independent Directors.

q) DEPOSITS

The following are the details of deposits (accepted from the shareholders) covered under Chapter V of the Companies Act 2013.

i. Deposits at the beginning of the year on 1^st April, 2023 : Rs 829.92 lakhs

ii. Deposits Accepted from shareholders during the year (2023-24) : Rs 38.05 lakhs

iii. Deposits repaid to shareholders during the year (2023-24) : Rs 58.40 lakhs

iv. Deposits of shareholders outstanding at the end of the financial year on 31^st March, 2024 :

Rs 809.57 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL Company has duly complied with the provisions of section 73 of the Companies Act, 2013 read with relevant rules with respect to fixed deposits.

The following are the details of deposits accepted from the Directors which is not covered under definition of deposits Rules.

.i. Deposits at the beginning of the year on 1^st April, 2023 : Rs 52.50 lakhs

ii. Deposits accepted from Directors during the year (2023-24) : Rs 53 lakhs

iii. Deposits repaid to Directors during the year (2023-24) : 25.50 lakhs

iv. Deposits of Directors outstanding at the end of the financial year on 31^st March, 2024 :

Rs 80.00 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL

r) INDUSTRY ASSOCIATIONS

Sri S. Dinakaran, Joint Managing Director of the Company is a special invitee in the Committee of Administration and Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai. He is also a director in Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices he holds, Sri S. Dinakaran has been representing to SIMA at the appropriate time to get relief to the ailing Textile Industry.

s) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANIES

There are two associate Companies -

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital of that Company.

This Company has recorded total revenue of Rs 300.33 Lakhs and profit after tax (PAT) of Rs 10.31 Lakhs during the year ended 31.3.2024 as against Rs 319.32 Lakhs Revenue and Rs 10 .00 Lakhs PAT recorded in the previous year 2022-23.

Salem IVF Centre Pvt. Ltd. - 26.88% investment in the share capital of that Company.

This Company has recorded total revenue of Rs 237. 45 lakhs and loss of Rs 17.07 lakhs during the year 23-24 as against the revenue of Rs 290.55 lakhs and profit after tax Rs 9.89 lakhs the Previous Year 2022 - 2023.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES OR ASSOCIATE COMPANIES

SPMM Health Care Services Pvt Ltd., revenue decreased marginally by 5.95% from operations during 23-24 when compared to 22-23.wheras the profit has increased marginally due to operational reasons.

Salem IVF Centre Pvt Ltd., Revenue from operations has decreased by 18.28 % from operations during 23-24 when compared to 22-23.

t) CHANGES OR COMMITMENTS AFTER THE YEAR ENDED ON 31.3.2024

No material change or commitments affecting the financial position of the company has occurred between the close of the financial year on 31.3.2024 and the date of this report. Company has sold during June 2024 Non current financial asset-investment in equity instruments of unquoted equity shares of 7,04,060 @ face value at Rs 10 each from the Associate Company, Salem IVF Centre Private Limited - Salem Tamilnadu. This information has been displayed in BSE website also.

u) Information pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 :

(i) Ratio of the remuneration of each Director, Company Secretary, Chief Marketing Officer, Chief Financial Officer and Chief Technical Officer to the median remuneration of the employees of the Company;

(ii) Percentage increase in their remuneration in 2023-24 as compared to the previous year (2022-23): (Median Remuneration : Rs 1,44,456 in 2023-24).There is no change (no increase) in the remuneration of directors and KMPs during the year 23-24

Name of whole-time	Remuneration % increase in 2023-24	Ratio to Median Remn.	i Ratio of 2023-24 Remuneration to
Directors and KMP	Remuneration % increase in 2023-24	Ratio to Median Remn.	Revenue		Net Profit
Sri S.Devarajan, Chairman and Managing Director	0%	83.07		0.55%	(10.70)%
Sri S.Jegarajan, Joint Managing Director	0%	80.58		0.53%	(10.38)%
Sri S.Dinakaran, Joint Managing Director	0%	51.50		0.34%	(6.63)%
Sri D.Niranjan Kumar, Director - Marketing	0%	33.23		0.22%	(4.28)%
Sri J.Sakthivel, Director - Technical	0%	33.23		0.22%	(4.28)%
Sri P.Boopalan, Chief Financial Officer	0%	20.77		0.14%	(2.68)%
Sri S.Natarajan, Company Secretary	0%	11.21		0.07%	(1.44)%
Note : 1. All appointments are contractual
2. Remuneration includes salary, perquisites
Name of Non-executive Directors	# Sitting fees in 2023-24	# Sitting fees in 2022-23
Name of Non-executive Directors	Rs. lakhs		Rs. lakhs
Mr. D.Sudharsan -	1.25		2.00
Name of Independent Directors	# Sitting fees in 2023-24 Rs. lakhs	# Sitting fees in 2022-23 Rs. lakhs
Dr. V.Sekar	4.65		5.75
Mr. D.Balasundaram	4.65		5.75
Mr. S.Gnanashekaran	4.65		5.75
Mr. Kameshwar M Bhat	4.65		5.75
Smt. Annapoorani Venugopalan	2.00		2.25
Mr.S.Bhaskaran	2.00		2.75

# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the Committee or of the Board attended by them.

(a) Variation in the sitting fees paid to Directors depends on their attendance at the Board / Committee Meetings.

(iii) Number of permanent employees on the rolls of the Company : 1566

(iv) No variable component of the remuneration to any director.

4 AUDITORS

At the 48th Annual General Meeting held on 23.09.2022, M/s P.N Raghavendra Rao & Co, Chartered Accountants, Firm Registration No. FRN : 003328S were appointed as statutory Auditors of the Company upto conclusion of 53rd AGM. Statutory Auditor M/s P.N. Raghavendra Rao & Co., Chartered Accountants have confirmed their eligibility to remain as Auditors for the year 2024-25. On the recommendation of the Audit Committee, Board is placing the resolution for fees payable for the year 2024-25 to the statutory Auditors before the member''s for approval.

Secretarial auditor of the company for Year 2023-24 Sri. B.Kalyanasundaram of M/s B.K.Sundaram & Associates has expired in February 2024 and so casual vacancy arose on account of that . Hence a new secretarial auditor CS.T.Saraswathi Mem No : F8000 COP 8899 for the year 2023-24 is appointed and the secretarial audit report in form MR-3 is attached as annexure to this Annual Report.

5 Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in note 51 to the notes to the financial statements.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are reported to an Independent Director and member of the Audit Committee and suitable directions/actions are informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Company''s Website under the web link http://www.sambandam.com

7 AUDIT COMMITTEE :

Details of Composition of Audit committee are covered under corporate governance report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit committee have been accepted by the Board.

8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any qualification, reservation or adverse remark or disclaimer except note provided in Secretarial Audit Report in Form MR-3 is attached, which forms part of this report - refer Annexure VI. It also confirms that none of the directors of the board of directors on the board of the company have been debarred or disqualified from being appointed or continuing as the directors of the companies by the board /MCA or any such statutory authority

Applicable Secretarial standards, ie SS1 and SS2, relating to âMeeting of the board of directors âand âGeneral meeting ârespectively, have been duly complied with by the company.

9 EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended 31-03-2024 has been placed on the website of the Company and web link of such Annual Return is http://www.sambandam.com/results/2024-08-30-MGT-7-2023-24.pdf or www.sambandam.com

10 TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT :

Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from 07.09.2016, the declared dividends which remained unpaid or unclaimed for a period of seven years, has to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year 2023-24, transfer of Unclaimed Dividend of the year 2015-16 was applicable since dividend was declared for the financial year 15-16.

However, shareholders are requested to take note that as per IEPF rules, the company is required to transfer unpaid dividend and underlying shares also in respect of which final dividend was not claimed / paid of the year 16-17, to IEPF authority. Shareholders who have not claimed their dividend of the year 16-17 can write to the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at ''Subramanian Building'', No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents (RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid claim is received, the dividend and shares in respect of which the dividend are lying unpaid / unclaimed will be transferred to IEPF authority on the due date. Further in terms of rule 6(3) of the IEPF rules, statement containing the details of shareholders who have not claimed dividend for previous years, and his folio number /DP-ID /client ID is made available on company''s website for information and necessary action by shareholder. In case, the concerned shareholder wish to claim the shares after transfer to IEPF, an application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same is available at IEPF website (ie) www.iepf .gov.in.

Dividend year	Date of declaration of dividend	Due date for transfer to IEPF
16-17	12.08.2017	08.09.2024
17-18	11.08.2018	07.09.2025
18-19	11.08.2019	07.09.2026
19-20	Dividend not declared	Not applicable
20-21	25.09.2021	22.10.2028
21-22	24.09.2022	21.10.2029
22-23	Dividend not declared	Not applicable

Annexures to this Board Report

The following are the annexures to this report

1. Statement containing salient features of the financial statement of associate company (Form AOC - 1) in Annexure - I

2. Form AOC - 2 in Annexure - II

3. CMD / CFO Certification in Annexure - III

4. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure - IV

5. Details of CSR Expenditure in Annexure - V

6. Secretarial Audit Report (Form MR-3) in Annexure - VI

7. Corporate Governance Report in Annexure - VII

11 CAUTIONARY NOTE

Statements in the Board''s report and the management discussion and analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations including global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

12 ACKNOWLEDGEMENT

Your directors thank the Company''s customers, vendors , bankers and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Company''s consistent growth but for the market conditions has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank Canara Bank, Karnataka Bank Limited, HDFC bank, South Indian Bank, CSB Bank, and the State and Central Government departments for their support, and look forward to their continued support in future

For and on behalf of the Board

Salem S. Devarajan

August 10, 2024 Chairman and Managing Director

DIN :00001910

Mar 31, 2018

The directors have pleasure in presenting the 44^th Annual Report together with the Audited Accounts for the year ended March 31, 2018 (the year).

1	Performance highlights Revenue from Operations	2017 - 18 2016 - 17 (Rupees in Lakhs)
	Direct exports	708	381
	Merchandise exports	0	580
	Domestic Sales	18416	19736
	Total Yarn and Process Waste Sales	19125	19736
	Wind Turbine Generator Power sold to third party	158	159
	Other Revenue	25	40
	Total Revenue from Operations Profit	19308	20896
	Gross profit [Profit before interest, depreciation & Tax]	2279	3073
	Cash profit [Profit before depreciation & Tax]	1360	1962
	Profit before tax [PBT]	344	905
	Less : Provision for Current Tax	724	435
	Provision for Deferred Tax	-725	38
	Profit after tax [PAT]	345	432
	Profit carried from previous year	156	12
	Profit available for appropriation APPROPRIATION OF PROFIT :	501	444
	Transfer to General Reserve	0	465
	Proposed Dividend on Equity Shares	85	170
	Tax on proposed equity dividend	17	35
	Surplus profit carried to Balance Sheet	99 501	156 826

2 DIVIDEND

With a view to maintain the dividend payment track record of the Company, your directors decided to recommend payment of Dividend at 20% for the year, subject to the approval of the bankers of the Company.

3 MANAGEMENT DISCUSSION AND ANALYSIS

Core business of the company is manufacture and sale of cotton yarn. The management discussion and analysis given below discusses the key issues of the Industry with specific reference to the cotton yarn spinning sector.

a) INDUSTRY PERFORMANCE

The year 2017-18 has been a year of major challenges faced by the spinning industry, which faced almost year long downtrend in Selling prices, coupled with wide fluctuations in cotton prices. The power situation was also bad in the first few months but got stabilized in the subsequent period. Market demand for yarn was also continuously subdued which forced many units to reduce the working days and lower their production for export orders from global retail giants. On the other hand, from the raw material front during the year 17-18 even though domestic cotton was aplenty, still mills were importing fibre. Quality constraint is observed to be the primary reason for such industry behavior. High trash content, rampant adulteration and abnormal moisture content was observed in domestic supplies and this has resulted in rampant import by many spinners .A cross-section of spinners said that mills in Tamil Nadu have stopped procuring cotton from Gujarat, in particular, and reduced the quantity purchased from Maharashtra due to quality issues. There is said to be authenticated report on the fact that there is a mix up of quality cotton such as Sankar 6 with Comber Noil and carded waste. To make quick money, when demand surges, ginners sell cotton without removing trash. While 2 per cent trash is permissible, in recent months it has soared to 7 per cent. Many traders also liberally douse kapas with water, adding to the moisture content. âThe industry experts fears that this could adversely affect the India Cotton branding initiative. âIt could be a threat to the entire textile value chain. This has posed additional challenge to procure cotton at competitive costs . Experts in the industry have urged urgent government intervention for stopping such unethical trade practices and also urged for reintroduction of Cotton Control Order and ISI standards be enforced. According to experts in this industry , contracted import volumes could easily touch a record 30 lakh bales. âMills in Tamil Nadu invariably take the lead in importing the fibre, but this year, spinners in the North have also taken to imports as the realization is 3 to 4 per cent better than the domestic fibre.âSuch measures will not just conserve forex reserves, but also help every stakeholder in the textile value chain. Despite being the largest producer of cotton and the biggest exporter of yarn, India continues to depend on the US, West Africa and Australia for supply of quality fibre.Cotton farming is sustainable with minimum support from the government. The present state of affairs though would push farmers away from cotton cultivation,â is the general industrial observation.

There are about 600 spinning mills registered in Tamil nadu out which majority of them have faced shutdown like situation due to acute competition accentuated by continuous cost pressures from all fronts .The cotton arrivals have been affected to a larger extent due to demonetisation in the second part of the year as farmers preferred cash payment instead of other modes of payment .Spinning mills are under continuous stress .Spinning is feeder industry to weaving and knitting sectors, its fortunes mainly depend upon the dynamics of those sectors This will naturally have a cascading effect on the spinning sector, which feed the weaving and knitting sectors. The spun yarn production has been on the declining path from the month of June 2017 onwards. While in October 2017 all production was lower by about 10% ,cotton yarn production was lower by 12% when compared to the first half of the year .When compared to previous year performance ,country''s export during April - November 2017 was marginally higher, whereas import was lower by 8% in dollar terms

The textile Industry is facing lots of challenges and it is under transformation on following grounds

1. Excess spindle capacity due to unplanned expansion throughout the supply chain such as Ginning, spinning, weaving and till the end user stage

2. Soaring cotton prices coupled with increasing wage costs and power costs

3. Fast and quick fashion changes among consumers and other market dynamics

4. Stiff price competition

5. Entire textile industry is facing labour shortage due to labour migration and urbanisation of labour

6. Previous year economic challenges such as GST impact and tail end effect of demonetisation.

b) COMPANY''S PERFORMANCE

(i) In Spite of rough market condition as narrated in industry scenario, your company is able to overcome the challenges posed by competitive forces during the year. Thus during the year under review, your Company''s turnover was to Rs.193.08 crores as against Rs.209.10 crores recorded in the previous year. Your Company''s performance was satisfactory. This is mainly due to cost reduction measures that were adopted by the Company such as tie-up with Private Power Producers to get the required power at a price lesser than the TANGEDCO Power, securing dedicated power supply from EB Substation to all the three units of the Company and minimum use of diesel Gensets, supported by your Company''s Wind Turbine generated power. In addition to that the good performance of windmill and price saving in group captive power purchased has helped the company to earn reasonable profit during the year. These measures helped to achieve improved level of plant utilization to maintain production and quality of the product and achieve reasonable profit after tax of Rs.346.69 lakhs as against Rs.437.22 lakhs recorded in the previous year.

(ii) Your Company''s Wind Turbine Generators (WTGs) recorded generation of electric power of the value of Rs.1408.82 lakhs during the year (Rs.1408.63 lakhs in gross revenue 2016-17).

(iii) Bank interest rates remained high during the year, However management has exercised strict control on inventory and thus could maintain the interest costs at previous year level.

(iv) In spite of many challenges company is focussed on value creation such as improving the sale per spindle , better product mix, focus on internal costs, and use of non conventional power such as solar power and widening market foot print by improving product mix

c) FUTURE OUTLOOK

Industry expects improvement during the current financial year as cotton prices are stabilizing and yarn prices have started improving from the first quarter of the financial year 2018-19. Considering the present market demand for products like Viscose, Modal, Linen Fibre and value added products like Gassed and Mercerized Yarn, your Company has planned to produce these new products in addition to the existing products Viz., Combed, Carded and Compact Yarn. The Company also started converting its yarn into fabric as a measure of value addition.

On the wind energy side, with all set for the next windy season in the state, wind energy generation has started picking up. The State has a total installed wind energy capacity of 7,685 MW. Last year (2018-19), just about 262 MW was added in the State. The capacity addition was higher in states such as Andhra Pradesh. However, evacuation has improved in Tamil Nadu and during the last financial year, contribution of wind energy to total energy consumed in the State went up to 40 % during the peak wind season. The winds started in March last year and went on till November. Hence, generation was maintained in 2017-18. This year, winds started picking up in the first week of April and wind energy generation has steadily increased. Majority of the wind energy investors in the State are industries who have wind mills for captive use. âWe continue to appeal to the Government to continue with the banking option on wind energy that gives us a competitive edge in costs,â.

Going forward, in textile industry there will be increase in demand due to increase in population coupled with vast potential domestic market .In addition to existing products, lot of value added product is expected to go up manifold in the market .Also there is going to be exponential demand on technical textile products in the area of medical textiles, automobile textiles, agricultural textiles, flame retardant textiles, and other wide range of applications.

d) RISKS AND CONCERNS

Your Company has devised risk management policy which involves identification of the risks associated with the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. Audit Committee and the Board of Directors of the Company refined the risk management policy of the Company so that the management controls the risk through properly defined frame work. Heads of departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee. Details of the risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Risk Management Policy adopted pursuant to the provisions of Section 134 (3) (n) of the Companies Act 2013 is hosted on the website of the Company under the web link http://[email protected]

e) ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of your Company. Systematic process safety analysis, audits, periodic safety inspections are carried out by expert agencies and suitable control measures adopted for ensuring safe operations at the site. Various processes as required for Pollution Control and Environmental Protection are strictly adhered to.

f) INTERNAL CONTROL AND SYSTEMS

Your Company has in place well established internal control procedures covering various areas such as procurement of raw materials, production planning, quality control, maintenance planning, marketing, cost control and debt servicing. Steps are taken without loss of time, to correct if any weakness is observed.

Your Company is certified ISO 9001, ISO 14001 and OHSAS18001 for the systems. Further, your Company''s laboratory is also certified by NABL on Global Organic Textile Standard, Better Cotton Initiative and others as displayed on the cover page of this Annual Report.

g) HUMAN RESOURCES MANAGEMENT

Employees are your Company''s most valuable resource. Your Company continues to create a favourable environment at work place. Your Company has formulated and implemented various welfare measures for the employees. The Company also recognizes the importance of training and consequently deputes its work force in various work related courses/seminars including important issues like Total Quality Management (TQM), behavioural skills, soft skills, etc. Because of these labour welfare and improvement measures, your Company is able to attract and retain well trained and dedicated workforce.

h) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act 2013. Management of the Company has set up an Internal Complaints Committee (ICC) to redress any complaint received regarding sexual harassment. All the employees of the Company are covered under this policy. Out of 896 permanent employees on the rolls of the Company, 313 are women and 583 are men. No complaint on sexual harassment has been received from any women employee during the year and no complaint is pending at the end of the year.

i.) COST AUDIT

Audit Committee at the Audit Committee Meeting held on 26^th May 2018, board of directors have approved the appointment of M/s.K.M.Krishnamurthy & Co., (Firm Reg No 102198 Cost Accountants for audit of cost accounts of the Company. In accordance with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the Company is applicable for the financial year commencing from 1^st April 2018. On the recommendation of the Audit Committee, Board of Directors of the Company at their meeting held on 27.05.2018, approved the appointment of M/s.K.M.Krishnamurthy & Co., Firm Reg. No 102198, Salem, for audit of Cost Accounts of the Company for the year 2018-19 and the resolution for ratification of the remuneration payable to the Cost Auditor for the year 2018-19 will be placed before the members for their ratification at the 44^th Annual General Meeting of the Company scheduled to be held on 11.08.2018.

In view of the Company maintaining the cost records and the statutory requirement for the cost audit of such records, your directors decided to continue the Cost Audit for the year 2017-18. The Cost Auditor will submit to the Board of Directors his report for the year 2017-18 after duly certifying the cost records. Cost Audit Report for the year 2017-18 will be submitted in XBRL format well before the due date.

j) BOARD MEETINGS :

During the year under review seven board meetings were held and the intervening gap between any two board meetings did not exceed 120 days. Dates of the board meetings and details of directors'' attendance at the meetings are furnished in the Corporate Governance report at Annexure - VIII.

k) DIRECTORS

At the 43rd Annual General Meeting of the Company held on 12.8.2017 members had appointed Dr.V.Sekar, Dr.R.Ramarathnam and Sri D.Balasundaram, as Independent Directors of the Company for a term of five consecutive years from the date of that AGM till the conclusion of the 47^th AGM of the Company. Since all the five Independent Directors are not liable to retire by rotation, out of the remaining five non-independent directors, Sri S.Devarajan, opted to retire by rotation at the ensuing 44^th Annual General Meeting. However, he is eligible for reappointment by members at the 44^th AGM of the Company and hence reappointed as Executive Director of the Company.

Details of appointment of directors are shown in Corporate Governance Report.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

l) DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards Ind AS have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; It is reported further that during the period under review of last year, the company had no specific events /actions except the following mentioned event such as the management has reported that during the FY 17-18 an employee had misappropriated the funds of the company in tranches. The fraud by the employee was detected by the company during the year and the same was intimated to stock exchange. As per the information submitted by the company to the stock exchange , the amount misappropriated by the employee would be Rs 13.44 Crore. The company has taken all steps including appropriate actions such as criminal proceedings, and special investigative audit was instituted against the employee in this regard. In addition to that company has further strengthened internal control systems to prevent such occurrence in future.

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

m) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.

n) PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

None of the employees or directors of the Company has drawn remuneration exceeding Rs.8.5 lakhs per month or Rs.102 lakhs per annum during the year.

o) BOARD EVALUATION

Board of Directors carried out annual evaluation of its own performance and that of the Committees and the individual directors pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013, and the corporate Governance requirements prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Performance of the Board was evaluated as per standard guide line prescribed by SEBI vide circular dt 5^th January, 2017 after seeking input from the Directors on the basis of board evaluation guideline ,the criteria such as the Board Composition, effectiveness of board process, information flow and functioning of the Board. Performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as composition of the Committees, effectiveness of the Committee meetings, etc. and it was observed that the performance of the Board as well as the Committees was adequate.

Performance of the non-independent Directors were evaluated by the Independent directors at the meeting of the Independent directors on the basis of six criteria, viz. attendance and participation; Qualification, knowledge, skill and enterprise; updating of skill and knowledge; individual contribution; adherence to Company''s policies and procedures and benefits derived by the Company. On the basis of the above criteria performance of all the non-independent directors were found to be satisfactory. As regards the performance of the Chairman & Managing Director, after taking into consideration the views of the Executive Directors and the non-executive directors the Independent Directors were of the unanimous view that the Chairman & Managing Director is not only well informed and knowledgeable about the Industry but also has the requisite experience to execute his duties as Chairman and Chief Executive of the Company. His insight and forward looking policies have elevated the status of the Company in the eyes of the stakeholders and the wholesome performance of the Company is in his safe hands and the future of the Company is bright.

Performance evaluation of the independent directors was done by the entire board excluding the director being evaluated. None of the independent director is due for reappointment.

p) FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

Periodic presentations are made by Senior Management and Internal Auditors at the Board meetings and Committee meetings on the business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to all the Directors including the Independent Directors.

q) DEPOSITS

Following are the details of deposits covered under Chapter V of the Companies Act 2013 :

i. Deposits Accepted from shareholders during the year (2017-18) : Rs.263.90 lakhs

ii. Deposits remaining unpaid or unclaimed as at the end of the year : NIL

iii. Any default in repayment of deposits or payment of interest thereon during the year : NIL

iv. Total Deposits from shareholders outstanding at the end of the year : Rs. 569.10 lakhs Company has duly complied with the provisions of Section 73 of the Companies Act, 2013 read with relevant rules with respect to fixed deposits.

r) INDUSTRY ASSOCIATIONS

Sri S.Dinakaran, Joint Managing Director of the Company is a member of the Committee of Administration and Chairman of the Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry ( CITI ), Delhi. By virtue of the offices he holds, Sri S.Dinakaran has been representing to the Industries and Finance Ministries at the appropriate time to get relief to the ailing Textile Industry.

s) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANIES :

There are two associate Companies -

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital

This Company has recorded total revenue of Rs 437.73 Lakhs and profit after tax (PAT) of Rs 20.88 Lakhs during the year ended 31.3.2018 as against Rs. 374.39 Lakhs Revenue and Rs. 17.97 Lakhs PAT recorded in the previous year.

Salem IVF Centre Pvt. Ltd. - 27.73% investment in the share capital of that Company.

This Company incorporated on 17^th November 2014 has recorded total revenue of Rs.195.75 lakhs and Loss of Rs.71.92 lakhs during the fourth year of its operations as against the revenue of Rs.185.79 lakhs and loss recorded Rs.92.21 lakhs the Previous Year (Period from 01.04.2016 to 31.3.2017).

Highlights of performance of subsidiaries or Associate Companies

SPMM Health Care Services Pvt Ltd., revenue increased by 16.92 % from operations during 17-18 when compared to 16-17. However, Also Profit after tax has increased by16.14 %.,and this is due to maintaining operational expenditure at the same level in 17-18 when compared to 16-17.

Salem IVF Centre Pvt Ltd., revenue from operations has increased by 5.36% from operations during 17-18 when compared to 16-17. This company was incorporated in November 2014 and is in its 4^th year of operation and it is in gestation period and is still in progress and will take a few more years to earn profit .

t) CHANGES OR COMMITMENTS AFTER THE YEAR END ON 31.3.2018

No material change or commitment affecting the financial position of the Company has occurred between the close of the financial year on 31.3.2018 and the date of this report.

Information pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 :

(i) Ratio of the remuneration of each Director, Company Secretary, Chief Financial Officer and Chief Technical Officer to the median remuneration of the employees of the Company; AND

(ii) Percentage increase in their remuneration in 2017-18 as compared to the previous year (2016-17): (Median Remuneration : Rs.1,17,805 in 2017-18)

Name of whole-time Directors and KMP	Remuneration in 2017-18 Rs. lakhs	Remuneration in 2016-17 Rs. lakhs	% increase in 2017-18 Rs. lakhs	Ratio to Median Remn.	Ratio of 2017-18 Remuneration to
Name of whole-time Directors and KMP	Remuneration in 2017-18 Rs. lakhs	Remuneration in 2016-17 Rs. lakhs	% increase in 2017-18 Rs. lakhs	Ratio to Median Remn.	Revenue	Net Profit
Mr. S.Devarajan, CMD	48.00	36.00	NIL	40.75	0.25%	8.00%
Mr. S.Jegarajan, JMD	45.60	45.60	NIL	38.71	0.24%	5.70%
Mr. S.Dinakaran, JMD	19.20	19.20	NIL	16.30	0.10%	3.20%
Company Secretary	12.00	11.14*	7.72	10.19	0.06%	2.00%
Mr. D.Niranjan	18.00	18.00	NIL	15.28	0.09%	3.00%
Kumar, CFO
Mr. J.Sakthivel - CTO	18.00	18.00	NIL	15.28	0.09%	3.00%
âPrevious Company Secretary was employed for part of the year

Name of Non-executive Directors

# Sitting fees in 2017-18 Rs. lakhs

# Sitting fees in 2016-17 Rs. lakhs

% increase /

(% decrease) in 2017-18 Sitting fees

Mr. D.Sudharsan, -Smt. S.Abirami -

1.05

0.75

N.A* (lllb) N.A* (lllb)

Name of Independent Directors	# Sitting fees in 2017-18 Rs. lakhs	# Sitting fees in 2016-17 Rs. lakhs	% increase / (% decrease) in 2017-18 Sitting fees
Dr. R.Ramarathnam	2.80	NA	#
Dr. V.Sekar	3.05	0.15	#
Mr. D.Balasundaram	2.80	NA	#
Mr. S.Gnanasekharan	3.05	2.80	8.92%
Mr. Kameshwar M Bhat	3.20	2.95	8.47%
Dr. V.Gopalan	0.55	3.10	#
Mr. N.Asoka	0.55	3.10	#

# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the Committee or of the Board attended by them.

(iii) Percentage increase in the remuneration of employees in 2017-18 : 5%

(a) No increase in the sitting fees of Directors.

(b) Variation in the sitting fees paid to Directors depends on their attendance at the Board / Committee Meetings.

(iv) Number of permanent employees on the rolls of the Company : 896

(v) No variable component of the remuneration availed by any director.

4 AUDITORS

The audit firm, M/s.R.Sundararajan & Associates, Chartered Accountants, (firm Reg.No 008282S) have confirmed their eligibility and willingness to accept office, if appointed. On the recommendation of the Audit Committee, your Company''s Board is placing the Resolution u/s 139(2) of the Company''s Act 2013 for appointing him as the Statutory Auditors of the Company from the financial year 2018-19 to 2021-22.

5 CAUTIONARY NOTE

Statements in the Board''s report and the management discussion and analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are reported to an Independent Director and member of the Audit Committee at his email id [email protected]. The key directions/actions are informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Company''s Website under the web link http://[email protected]

7 AUDIT COMMITTEE :

Details of Composition of Audit committee are covered under corporate governance report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit committee have been accepted by the Board.

8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any qualification, reservation or adverse remark or disclaimer. Secretarial Audit Report in Form MR-3 is attached, which forms part of this report - refer Annexure VI. Applicable Secretarial standards ,ie SS1 and SS2 ,relating to âMeeting of the board of directors â and âGeneral meeting ârespectively ,have been duly complied with by the company

9 EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act 2013 is also attached, which forms part of this report - refer Annexure VII.

10 TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT :

Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from 07.09.2016 ,the declared dividends which remained unpaid or unclaimed for a period of seven years, has to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year 2017-18, transfer of Unclaimed Dividend of the year 2010-11 was applicable since the interim dividend was declared for the year 10-11..

However, shareholders are requested to take note that as per IEPF rules, the company is required to transfer unpaid dividend and underlying shares also in respect of which final dividend was not claimed /paid of the year 10-11, to IEPF authority. Shareholders who have not claimed their final dividend of the year 10-11 can write to the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at ''Subramanian Building'', No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents (RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid claim is received ,the shares in respect of which the dividend are lying unpaid /unclaimed will be transferred to IEPF authority on the due date Further in terms of rule 6(3) of the IEPF rules ,statement containing the details of shareholders who have not claimed dividend for previous years ,and his folio number /DP-ID /client ID is made available on company''s website www.sambandam.com for information and necessary action by shareholder. In case, the concerned shareholder wish to claim the shares after transfer to IEPF, an application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same is available at IEPF website (ie) www.iepf .gov. in.

Dividend year	Date of declaration of dividend	Due date for transfer to IEPF
10-11	Final dividend dt 12.08.2011	12.09.2018
11-12	Dividend not declared	Not applicable
12-13	Dividend not declared	Not applicable
13-14	28.09.2014	27.10.2021
14-15	27.09.2015	26.10.2022
15-16	06.08.2016	05.09.2023
16-17	12.08.2017	11.09.2024

11 ACKNOWLEDGEMENT

Your directors thank the Company''s customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Company''s consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, Canara Bank, Axis Bank Limited and IDBI Bank Limited and the State and Central Government departments for their support, and look forward to their continued support in future.

Salem S. Devarajan

May 27, 2018 Chairman & Managing Director

Mar 31, 2017

The directors have pleasure in presenting the 43^rd Annual Report together with the Audited Accounts for the year ended March 31, 2017 (the year).

1 Performance highlights	2016 - 17	2015 - 16
Revenue from Operations	(Rupees in Lakhs)
Direct exports	381	316
Merchandise exports	580	3713
Domestic Sales	19736	16383
Total Yarn and Process Waste Sales	20697	20412
Wind Turbine Generator Power sold to third party	159	97
Other Revenue	40	33
Total Revenue from Operations	20896	20542
Profit
Gross profit [Profit before interest, depreciation & Tax]	3459	2331
Cash profit [Profit before depreciation & Tax]	2348	1194
Profit before tax [PBT]	1290	126
Less : Provision for Current Tax	438	45
Provision for Deferred Tax	38	39
Profit after tax [PAT]	814	42
Profit carried from previous year	12	107
Profit available for appropriation	826	149
APPROPRIATION OF PROFIT :
Transfer to General Reserve	465	35
Proposed Dividend on Equity Shares	170	85
Tax on proposed equity dividend	35	17
Surplus profit carried to Balance Sheet	156	12
	826	149

2 DIVIDEND

With a view to maintain the dividend payment track record of the Company, your directors decided to recommend payment of Dividend at 40% for the year, subject to the approval of the bankers of the Company.

3 AUDITORS

As per companies act of 2013, there is requirement for rotation of statutory auditors firm after completion of three years from the expiry of two term of five years each (which expired with audit of FY 13-14 accounts)for the existing statutory auditors firm M.S. Krishnaswami & Rajan. Accordingly a new auditor has to be appointed for the company for audit of accounts for the year FY 17-18 .The new audit firm,M/s.R.Sundarrajan & associates, Chartered Accountants, (firm Reg No 008282S) have confirmed their eligibility and willingness to accept office, if appointed. On the recommendation of the Audit Committee, your Companyâs Board is placing the Resolution u/s 139(2) of the Companyâs Act 2013 for appointing him as the Statutory Auditors of the Company for the current financial year - 2017-18.

4 CAUTIONARY NOTE

Statements in the Boardâs report and the management discussion and analysis describing the Companyâs objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

5 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are reported to an Independent Director and member of the Audit Committee at his e-mail id [email protected]. The key directions/actions are informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Companyâs Website under the web link http://[email protected]

6 AUDIT COMMITTEE:

Details of Composition of Audit committee are covered under corporate governance report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit committee have been accepted by the Board.

7 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

8 EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act 2013 is also attached, which forms part of this report - refer Annexure VII.

9 TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT :

Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from 07.09.2016 ,the declared dividends which remained unpaid or unclaimed for a period of seven years, has to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year 2016-17, transfer of Unclaimed Dividend of the year 2009-10 was not applicable since the dividend was not declared for the year 09-10.

However shareholders are requested to take note that as per IEPF rules, the company is required to transfer unpaid dividend and underlying shares also in respect of which dividend was not claimed /paid for the year 10-11, to IEPF authority. Shareholders who have not claimed their dividend for the year 10-11 can write to the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at âSubramanian Buildingâ, No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents (RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid claim is received ,the shares in respect of which the dividend are lying unpaid /unclaimed will be transferred to IEPF authority on the due date Further in terms of rule 6(3) of the IEPF rules ,statement containing the details of shareholders who have not claimed dividend for previous years ,and his folio number /DP-ID /client ID is made available on companyâs website www.sambandam.comfor information and necessary action by shareholder .In case , the concerned shareholder wish to claim the shares after transfer to IEPF , an application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same is available at IEPF website (ie) www.iepf .gov.in.

Dividend year	Date of declaration of dividend	Due date for transfer to IEPF
10-11	Interim dividend dt 05.02.2011	05.03..2018
10-11	Final dividend dt 12.08.2011	12.09.2018
11-12	Dividend not declared	Not applicable
12-13	Dividend not declared	Not applicable
13-14	28.09.2014	27.10.2021
14-15	27.09.2015	26.10.2022
15-16	06.08.2016	05.09.2023

10 ACKNOWLEDGEMENT

Your directors thank the Companyâs customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Companyâs consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Salem S. Devarajan

May 6, 2017 Chairman & Managing Director

Mar 31, 2016

The directors have pleasure in presenting the 42^nd Annual Report together with the Audited Accounts for the year ended March 31, 2016 (the year).

1 Performance highlights	2015 - 16	2014 - 15
	(Rupees in Lakhs)
Revenue from Operations
Direct exports .. ..	316	530
Merchandise exports .. ..	3713	5227
Domestic Sales .. ..	16383	18304
Total Yarn and Process Waste Sales	20412	24061
Wind Turbine Generator Power sold to third party	97	120
Other Revenue .. ..	33	52
Total Revenue from Operations	20542	24233
Profit
Gross profit [Profit before interest, depreciation & Tax]	2331	2767
Cash profit [Profit before depreciation & Tax]	1194	1593
Profit before tax [PBT] .. ..	126	508
Less : Provision for Current Tax .. ..	45	0
Provision for Deferred Tax .. ..	39	163
Profit after tax [PAT] .. ..	42	345
Profit carried from previous year .. ..	107	85
Profit available for appropriation .. ..	149	430
APPROPRIATION OF PROFIT :
Transfer to General Reserve .. ..	35	195
Adjustment relating to Fixed Assets .. ..	-	26
Proposed Dividend on Equity Shares .. ..	85	85
Tax on proposed equity dividend .. ..	17	17
Surplus profit carried to Balance Sheet .. ..	12	107
	149	430

2 DIVIDEND

With a view to maintain the dividend payment track record of the Company, your directors decided to recommend payment of Dividend at 20% for the year, same as the previous year, subject to the approval of the bankers of the Company.

3 MANAGEMENT DISCUSSION AND ANALYSIS

a) INDUSTRY PERFORMANCE

The year 2015-16 has been a year of major challenges faced by the spinning industry, which faced almost year long downtrend in Selling prices, coupled with wide fluctuations in cotton prices. The power situation was also bad in the first few months but got stabilized in the subsequent period. Market demand for yarn was also continuously subdued which forced many units to reduce the working days and lower their production for export orders from global retail giants. On the other hand, the marketing challenges are forcing established players to move away from traditional market to develop new markets where the quality, efficiency and productivity play a major part. In addition, those with latest sophisticated machinery have an edge, as they could shift between various products within a short production cycle time. The major challenge for the leading players is to be prepared for adapting to changes in the market and cater to smaller market lots and shorter cycle time of order to cash. This required rearrangement of their existing production facilities to adapt to market dynamics and improve their capability to cater to wider variety of markets.

Since Spinning is feeder industry to weaving and knitting sectors, its fortunes mainly depend upon the dynamics of those sectors. The weakest link in the Indian Industry has been weaving, knitting and finishing as compared to global leaders such as China, Italy, Germany and Turkey. Even the developing countries like Indonesia, Vietnam and Philippines have become our competitors due to lot of subsidies available in their respective countries. To strengthen the spinning, weaving and knitting sectors, a major thrust has been exerted by the consolidated efforts of the Indian Textile Machinery Manufactures Association, end users and the Government to undertake a moons hot and come up with alternative technologies suited to Indian textile environment affordable to these sector. This should be feasible in the coming years, if dedicated efforts are undertaken with the financial support for R & D by the Government through its various schemes, such as Textile Modernization Fund and ''Make-In-India'' campaigns. This will naturally have a cascading effect on the spinning sector, which feed the weaving and knitting sectors.

b) COMPANY''S PERFORMANCE

(i) During the year under review, your Company''s turnover reduced to Rs.205.92 crores as against Rs.243.20 crores recorded in the previous year mainly due to subdued market conditions. Your Company''s performance was adversely affected due to steep fall in the price of yarn both in the export market and domestic market. Export orders were much lower coupled with uneconomic price due to competition from other developing countries like Indonesia, Vietnam, Bangladesh and Philippines. In order to cope-up with the market conditions, production was reduced and several cost reduction measures were adopted by the Company such as tie-up with Private Power Producers to get the required power at a price lesser than the TANGEDCO Power, securing dedicated power supply from EB Substation to all the three units of the Company and minimum use of diesel Gensets, supported by your Company''s Wind Turbine generated power. These measures helped to achieve improved level of plant utilization to maintain production and quality of the product and achieve reasonable profit after tax of Rs.42 lakhs as against Rs.345 lakhs recorded in the previous year.

(ii) Your Company''s Wind Turbine Generators (WTGs) recorded generation of electric power of the value of Rs.860 lakhs during the year (Rs.920 lakhs in 2014-15). Loss of Rs.595 lakhs in wind power generation during the year under review (as against Rs.1455 lakhs recorded during the year 201213) was on account of TANGEDCO imposing back-outing (not allowing full generation and not accounting fully the Wind Turbine generated power) during the high wind season which resulted in loss of possible generation of about 110 lakh units during the year.

(iii) Even though Bank interest rates remained high during the year, Management''s conscious decision to exercise strict control on inventory levels helped to reduce the working capital requirement resulting in considerable saving up to Rs.37.31 lakhs in the finance cost during the year.

c) OUTLOOK FOR 2016-17

Industry expects improvement during the current financial year as cotton prices are stabilizing and yarn prices have started improving from the first quarter of the financial year 2016-17. Considering the present market demand for products like Viscose, Modal, Linen Fiber and value added products like Gassed and Mercerized Yarn, your Company has planned to produce these new products in addition to the existing products Viz., Combed, Carded and Compact Yarn. The Company also started converting its yarn into fabric as a measure of value addition.

During the year 2016-17, power generated by the Company''s Wind Turbine Generators are expected to be fully fed through its Grid by TANGEDCO (without back-out) which would result in securing full benefit of the Company''s Wind Turbine Generators. In order to gain maximum benefit from the Wind Turbine generated power and the group captive power purchased from private power producers even during the power cut and load shedding period, dedicated feeder line connection from the E.B substation to all the three units of your Company has been secured. This will ensure uninterrupted power supply to the spinning mills of your company which will reduce the dependence on diesel generated power and also maximize production throughout the day. Further, life of the electrical components could be enhanced due to avoidance of down time during frequent power cuts and thereby quality of the product could be maintained / improved further. As part of future plans, the deferred expansion project at Unit III will be taken up for implementation, at the appropriate time.

d) RISKS AND CONCERNS

Your Company has devised risk management policy which involves identification of the risks associated with the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. Audit Committee and the Board of Directors of the Company periodically review the risk management policy of the Company so that the management controls the risk through properly defined network. Heads of departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee. Details of the risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Risk Management Policy adopted pursuant to the provisions of Section 134 (3) (n) of the Companies Act 2013 is hosted on the website of the Company under the web link http://[email protected]

e) ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)

f) INTERNAL CONTROL AND SYSTEMS

Your company has in place well established internal control procedures covering various areas such as procurement of raw materials, production planning, quality control, maintenance planning, marketing, cost control and debt servicing. Steps are taken without loss of time, whenever any weakness is observed, to correct the same.

Your Company is certified ISO 9001, ISO14001 and OHSAS18001 for the systems. Further, your Company''s laboratory is also certified by NABL.

g) HUMAN RESOURCES MANAGEMENT

Employees are your Company''s most valuable resource. Your Company continues to create a favourable environment at work place. Your Company has formulated and implemented various welfare measures for the employees. The Company also recognizes the importance of training and consequently deputes its work force in various work related courses/seminars including important issues like Total Quality Management (TQM), behavioral skills, soft skills, etc. Because of these labour welfare and improvement measures, your Company is able to attract and retain well trained and dedicated workforce.

h) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act 2013. Management of the Company has set up an Internal Complaints Committee (ICC) to redress any complaint received regarding sexual harassment. All the employees of the Company are covered under this policy. Out of 773 permanent employees on the rolls of the Company, 146 are women and 627 are men. No complaint on sexual harassment has been received from any employee during the year and no complaint is pending at the end of the year.

.i.) COST AUDIT

In accordance with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the Company was not applicable for the year 2014-15. However, it is applicable for the financial year commencing from 1^st April 2015. On the recommendation of the Audit Committee, Board of Directors of the Company approved the appointment of M/s. S.MAHADEVAN & CO., Cost Accountants, Chennai, for audit of Cost Accounts of the Company for the years 2015-16 and 2016-17and the resolution for ratification of the remuneration payable to the Cost Auditor for the year 201617 will be placed before the members for their ratification at the 42^nd Annual General Meeting of the Company scheduled to be held on 6.8.2016.

In view of the Company maintaining the cost records continuously and in order to provide the comparable audited figures for the year 2014-15 in the Cost Audit Report for the year 2015-16, your directors decided to continue the Cost Audit for the year 2014-15 on a voluntary basis. The Cost Auditor will submit to the Board of Directors his report for the year 2015-16 after duly certifying the cost records. Cost Audit Report for the year 2015-16 will be submitted in XBRL format well before the due date.

j) BOARD MEETINGS :

During the year under review five board meetings were held and the intervening gap between any two board meetings did not exceed 120 days. Dates of the board meetings and details of directors'' attendance at the meetings are furnished in the Corporate Governance report at Annexure - VI.

k) DIRECTORS

At the 40^th Annual General Meeting of the Company held on 28.9.2014 members had appointed Sri P.S.Ananthanarayanan, Dr.V.Gopalan, Sri N.Asoka, Sri S.Gnanasekharan and Sri Kameshwar M Bhat, as Independent Directors of the Company for a term of five consecutive years from the date of that AGM till the conclusion of the 45^th AGM of the Company. Since all the five Independent Directors are not liable to retire by rotation, out of the remaining five non-independent directors, Sri S.Dinakaran opted to retire by rotation at the ensuing 42^nd Annual General Meeting. However, he is eligible for reappointment by members at the 42^nd AGM of the Company.

The Chairman and Managing Director (CMD) and the two Joint Managing Directors (JMDs) were appointed by members at the 41st AGM of the Company held on 27.9.2015 for a term of 3 years from 1.10.2015 to 30.09.2018 in accordance with the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company and the revised (increased) remuneration payable to them during that period was also approved by members by passing Special Resolution at the 41^st AGM. However, the CMD and the two JMDs have not availed the increased remuneration till 31.3.2016 in view of the Company''s sub-due performance.

l) DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

m) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under view no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.

n) PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

None of the employees or directors of the Company has drawn remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum during the year.

o) BOARD EVALUATION

Board of Directors carried out annual evaluation of its own performance and that of the Committees and the individual directors pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013, and the corporate Governance requirements prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Performance of the Board was evaluated after seeking input from the Directors on the basis of the criteria such as the Board Composition, effectiveness of board process, information flow and functioning of the Board. Performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as composition of the Committees, effectiveness of the Committee meetings, etc. and it was observed that the performance of the Board as well as the Committees was adequate.

Performance of the non-independent Directors were evaluated by the Independent directors at the meeting of the Independent directors on the basis of six criteria, viz. attendance and participation; Qualification, knowledge, skill and enterprise; updating of skill and knowledge; individual contribution; adherence to Company''s policies and procedures and benefits derived by the Company. On the basis of the above criteria performance of all the non-independent directors were found to be adequate. As regards the performance of the Chairman & Managing Director, after taking into consideration the views of the Executive Directors and the non-executive directors the Independent Directors were of the unanimous view that the Chairman & Managing Director is not only well informed and knowledgeable about the Industry but also has the requisite experience to execute his duties as Chairman and Chief Executive of the Company. His insight and forward looking policies have elevated the status of the Company in the eyes of the stakeholders and the wholesome performance of the Company is in his safe hands and the future of the Company is bright.

Board''s evaluation of the independent directors was recorded by the entire board excluding the director being evaluated.

p) FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

q) DEPOSITS

Following are the details of deposits covered under Chapter V of the Companies Act 2013 :

i. Deposits Accepted from shareholders during the year (2015-16) : Rs. 303.65 lakhs

ii. Deposits remaining unpaid or unclaimed as at the end of the year : NIL

iii. Any default in repayment of deposits or payment of interest thereon during the year : NIL

iv. Total Deposits outstanding at the end of the year - - : Rs. 516.70 lakhs Company has duly complied with the provisions of Section 73 of the Companies Act, 2013 read with relevant rules with respect to fixed deposits.

r) INDUSTRY ASSOCIATIONS

Sri S.Dinakaran, Joint Managing Director of the Company is a member of the Committee of Administration and Chairman of the Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices he holds, Sri Dinakaran has been representing to the Industries and Finance Ministries at the appropriate time to get relief to the ailing Textile Industry.

s) REPORT ON PERFORMANCE OF THE ASSOCIATE COMPANIES :

There are two associate Companies -

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital

This Company has recorded total revenue of Rs.3,18,59,942 and profit after tax (PAT) of Rs.47,29,843 during the year ended 31.3.2016 as against Rs.3,92,43,571 Revenue and Rs.43,63,920 PAT recorded in the previous year.

Salem IVF Centre Pvt. Ltd. - 34.70% investment in the share capital of that Company.

This Company incorporated on 17^th November 2014 has recorded total revenue of Rs.1,81,97,704 and Loss of Rs.93,31,265 during the second year (first full year) of its operations as against the revenue of Rs.22,47,925 and loss of Rs45,00,915 recorded in the Previous Year (Period from 17.11.2014 to 31.3.2016).

t) CHANGES OR COMMITMENTS AFTER THE YEAR END ON 31.3.2016

No material change or commitment affecting the financial position of the Company has occurred between the close of the financial year on 31.3.2016 and the date of this report.

Information pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 :

(i) Ratio of the remuneration of each Director, Company Secretary, Chief Financial Officer and Chief Technical Officer to the median remuneration of the employees of the Company; AND

(ii) Percentage increase in their remuneration in 2015-16 as compared to the previous year (2014-15): (Median Remuneration : Rs.62,260 in 2015-16)

Name of whole-time Directors and KMP	Remuneration in 2015-16 Rs. lakhs	Remuneration in 2014-15 Rs. lakhs	% increase in 2015-16 Remn.	Ratio to Median Remn.	Ratio of 2015-16 Remuneration to
Name of whole-time Directors and KMP	Remuneration in 2015-16 Rs. lakhs	Remuneration in 2014-15 Rs. lakhs	% increase in 2015-16 Remn.	Ratio to Median Remn.	Revenue	Net Profit
Mr.S.Devarajan, CMD	36.00	36.00	NIL	57.82	0.17 %	86.62 %
Mr.S.Jegarajan, JMD	30.00	30.00	NIL	48.19	0.15 %	72.18 %
Mr.S.Dinakaran, JMD	6.00	6.00	NIL	9.64	0.03 %	14.44 %
Mr.R.S.Shanmugam Company Secretary	6.60	6.50	1.54	10.60	0.03 %	15.88 %
Mr. D.Niranjan Kumar, CFO	18.00	18.00	NIL	28.91	0.09 %	43.31 %
Mr.J.Sakthivel - CTO	18.00	18.00	NIL	28.91	0.09 %	43.31 %

Name of Non-executive Directors	# Remuneration in 2015-16 Rs. lakhs	# Remuneration in 2014-15 Rs. lakhs	% increase / (% decrease) in 2015-16 Remuneration	Ratio to Median Remuneration in 2015-16
Mr.D.Sudharsan,	- 0.75	0.80	(6.25 %)	1.20
Smt.S.Abirami	- 0.75	0.15¹	N.A	1.20

Name of Independent Directors	# Remuneration in 2015-16 Rs. lakhs	# Remuneration in 2014-15 Rs. lakhs	% increase / (% decrease) in 2015-16 Remuneration	Ratio to Median Remuneration in 2015-16
Mr.P.S.Ananthanarayanan	2.65	2.70	(1.85%)	4.26
Dr. V.Gopalan	2.65	2.70	(1.85%)	4.26
Mr.N.Asoka	2.65	2.15	23.26%	4.26
Mr.S.Gnanasekharan	2.50	2.45	2.04%	4.02
Mr.Kameshwar M Bhat	2.50	0.55*	N.A	4.02

# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the Committee or of the Board attended by them.

(iv) Number of permanent employees on the rolls of the Company : 773

(v) Explanation on the relationship between average increase in the remuneration of the employees and Key Managerial Personnel (KMP) as against the Company performance is not applicable due to above reference (iii) (a).

(vi) No employee of the Company is in receipt of remuneration in excess of the highest paid remuneration of the director during the year.

(vii) Variations in the Market Capitalization & Price Earnings Ratio as at the close of the Financial Year on 31.3.2015 and 31.3.2016 and percentage increase or decrease in the market quotation of the shares :

Paid-up Capital : Rs.4,26,46,000 - 42,64,600 equity shares of Rs.10 each fully paid-up Equity shares of the Company are listed in the Bombay Stock Exchange (BSE)

Equity shares were listed only after the last public issue in 1995.

As such no market quotation at the time of last public issue of the Company''s shares.

Issue price of the equity share in 1995 was rupees fifty including premium of rupees forty per share

Year end date	Closing market Price per share	Earnings Per Share	Price Earnings Ratio	Market Capitalization (Rupees lakhs)
31.3.2015	Rs.59.90	Rs.8.10	7.40	2554.49
31.3.2016	Rs.66.50	Rs.0.97	68.56	2835.96
Variation %	11.02 %	(88.02%)	826 %	11.02 %

(viii) No variable component of the remuneration availed by any director.

(ix) Remuneration payable to the Directors is as per the Remuneration Policy of the Company

23 AUDITORS

Auditors, M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and they have confirmed their eligibility and willingness to accept office, if reappointed. On the recommendation of the Audit Committee your Company''s Board is placing the Resolution u/s 139(2) of the Company''s Act 2013 for appointing him as the Statutory Auditors of the Company for the current financial year - 2016-17.

24 CAUTIONARY NOTE

Statements in the Board''s report and the management discussion and analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

25 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are reported to an Independent Director and member of the Audit Committee at his e-mail id [email protected]. The key directions/actions are informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Company''s Website under the web link http://[email protected]

26 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

27 EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act 2013 is also attached, which forms part of this report - refer Annexure VIII.

28 ACKNOWLEDGEMENT

Salem D.Niranjan Kumar R S.Shanmugam S.Dinakaran S. Devarajan

May 21, 2016 Chief Financial Officer Company Secretary Joint Managing Director Chairman

& Managing Director

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 41st Annual Report together with the Audited Accounts for the year ended March 31, 2015 (the year).

Performance highlights

2014-15 2013-14 (Rs. lakhs)

Revenue from Operations

Direct exports .. .. .. 530 600

Merchandise exports .. .. .. 5227 5955

Domestic Sales .. .. .. 18304 18848

Total Yarn and Process Waste Sales 24061 25403

Wind Energy Converter Power sold to third party 120 136

Other Revenue .. .. .. 52 57

Total Revenue from Operations 24233 25596

Profit

Gross profit [Profit before interest, depreciation & Tax] 2767 3878

Cash profit [Profit before depreciation & Tax] 1593 2521

Profit before Exceptional item and Tax 508 1407

Exceptional item - Provision for diminution in investment - 45

Profit before tax [PBT] .. .. .. .. 508 1362

Less: Provision for tax (deferred tax) 163 425

Profit after tax [PAT] .. .. .. .. 345 937

Profit (loss) carried from previous year .. .. 85 (452)

Profit available for appropriation 430 485

APPROPRIATION OF PROFIT :

Transfer to General Reserve .. .. .. 195 300

Adjustment relating to Fixed Assets .... 26 -

Proposed Dividend on Equity Shares .. .. 85 85

Taxon proposed equity dividend .. .. 17 15

Surplus profit carried to Balance Sheet .. .. 107 85

DIVIDEND

Your directors have recommended 20% dividend for the year ended 31.3.2015, subject to the approval of the Consortium of Bankers of the Company.

LISTING OF SHARES

Your Company's shares are listed presently in Bombay Stock Exchange Limited. During the year under review, your Company's shares had been de-listed from the Madras Stock Exchange Limited due to voluntary closure of the operations of that Exchange.

DEMATERIALISATION OF EQUITY SHARES

As on 31.03.2015, 39,00,694 Equity Shares of rupees ten each - fully paid up were held in Electronic (Demat) Form, which constituted 91.47% of total shareholding.

FIXED DEPOSITS

The Company has not invited or accepted any Deposit from the public during the year under review. All the deposits (except the deposits from the Directors of the Company) outstanding as on 1.4.2014 (Rs.361.71 lakhs from Public and Rs.Rs.225.40 lakhs from shareholders) were duly repaid by 31.3.2015 in due compliance with the provisions of Section 74(1 )(b) of the Companies Act 2013. After passing a resolution u/s 73 of the Companies Act 2013 at the last Annual General Meeting of the Company held on 28.9.2014 and after complying with all the procedural requirements for accepting deposits from Members, Company accepted fresh deposits from members amounting to Rs.169.55 lakhs in March 2015.

(a) Deposits from Members Accepted during the year - - Rs. 169.55 lakhs *

(b) Deposits remaining unpaid or unclaimed as at the end of the year NIL

(c) Whether there has been any default in repayment of deposits } or payment of interest thereon during the year and if so, } NIL number of such cases and the total amount involved: }

i. at the beginning of the year - NIL

ii. maximum during the year - NIL

iii. at the end of the year - NIL

(d) Details of deposits which are not in compliance with the NIL requirements of Chapter V of the Act

* Rs. 169.55 lakhs represents the deposits accepted from the Members of the Company in accordance with the circular Inviting deposits from members (Form DPT-1 approved at the Board Meeting held on 6.2.2015 and filed with the Registrar of Companies on 10.2.2015). The Circular can be viewed on the Company's Website under the web link

http://[email protected]

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarntee to any one. Details of Investments made are given in the notes to the financial statements ( Note No.1.13)

Particulars of employees - information pursuant to Rule 5 (2)

None of the employees or directors of the Company has drawn remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum during the year.

COST AUDIT

In accordance with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the Company was not applicable for the year 2014-15. However, it is applicable for the financial year commencing from 1st April 2015. On the recommendation of the Audit Committee, Board of Directors of the Company approved the appointment of M/s. S.MAHADEVAN & CO., Cost Accountants, Chennai, for audit of Cost Accounts of the Company for the year 2015-16 and the resolution for ratification of the remuneration payable to the Cost Auditor will be placed before the members for their ratification at the 41st Annual General Meeting of the Company scheduled to be held on 27.9.2015.

Cost Audit Report for the year 2013-14 was submitted on 18.9.2014 to the Ministry of Corporate Affairs (MCA's Acknowledgement vide SRN : S31245186 dated 18.9.2014). Due date for submission of that Cost Audit Report in XBRL format was 27.9.2014.

In view of the Company maintaining the cost records continuously and in order to provide the comparable audited figures for the year 2014-15 in the Cost Audit Report for the year 2015-16, your directors decided to continue the Cost Audit for the year 2014-15 on a voluntary basis. The Cost Auditor has submitted to the Board of Directors his report for the year 2014-15 after duly certifying the cost records.

Directors

At the 40th Annual General Meeting (AGM)of the Company held on 28.9.2014 members appointed Sri Kameshwar M. Bhat, Sri P.S.Ananthanarayanan, Dr.V.Gopalan, Sri N.Asoka and Sri S.Gnanasekharan as Independent Directors of the Company for a term of five consecutive years from the date of that AGM till the conclusion of the 45th AGM of the Company. At the same AGM, Smt. S.Abirami and Sri A.R.Annamalai were appointed as Non-Executive and Non-Independent Directors liable to retire by rotation and all the directors accepted their appointment as on that date. However, Sri A.R.Annamalai resigned from the Board on 19th March 2015 for personal reasons. Board of Directors of the Company while recording its appreciation for the valuable services rendered to the Company by Sri Annamalai during the tenure of his office, decided not to fill the vacancy caused by his resignation. Company's Code of Conduct applicable to the board has been adopted by the board and all the directors of the Company have confirmed compliance with the Code of Conduct.

Since all the five Independent Directors are not liable to retire by rotation, out of the remaining five non-independent directors, Sri S.Jegarajan opted to retire by rotation. However, he is eligible for reappointment by members at the 41st AGM of the Company.

The present term of the Chairman and Managing Director and the two Joint Managing Directors will conclude on 30th September 2015. On the Recommendation of the Nomination and Remuneration Committee, Board of Directors have decided to reappoint all the three whole time directors for a further term of three years from 1.10.2015, subject to the approval of the members. Requisite resolutions for reappointment of the three whole time directors are included in the Notice of the ensuing AGM of the Company.

BOARD MEETINGS :

During the year under review six board meetings were held and the intervening gap between any two board meetings did not exceed 120 days. Dates of the board meetings and details of directors' attendance at the meetings are furnished in the Corporate Governance report at Annexure -VI.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

The Financial Statements have been prepared in all material respects in conformity with the applicable Accounting Standards in a consistent manner, supported by reasonable and prudent judgments and estimates along with proper explanation relating to material departures; The directors believe that the financial statements reflect true and fair view of the financial position as on 31.3.2015 and of the result of operations for the year ended 31.3.2015.

The Financial Statements have been audited by M/s M.S.Krishnaswami & Rajan, Chartered Accountants in accordance with generally accepted auditing standards, which include an assessment of the system of internal controls and tests of transactions to the extent considered necessary by them to support their opinion. There is no qualification or adverse remarks in the Independent Auditors' Report. Similarly in the Secretarial Auditors' Report u/s 204 of the Act (Annexure IV) there is no qualification or adverse remarks.

Maintenance of Accounting Records and Internal Controls

The directors had taken proper and sufficient care for maintenance of adequate accounting records as required by various Statutes. Directors have overall responsibility for the Company's internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities. Directors had laid down internal financial controls to be followed by the Company and that such controls were adequate and operating effectively.

The internal audit function encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors and reports significant issues to the Audit Committee of the Board.

Audit Committee supervises the financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of the Company's accounts.

Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

GOING CONCERN STATUS

The directors had prepared the annual accounts on a going concern basis. In the opinion of the Directors, Company will be in a position to carry on its existing spinning of yarn business.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under view no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.

COMPLIANCE WITH THE PROVISIONS OF APPLICABLE LAWS

The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

Board of Directors carried out annual evaluation of its own performance, that of the Committees and the individual directors pursuant to the provisions of Section 134 (3) (p) of the Companies Act 2013, and the corporate Governance requirement as prescribed by the Securities and Exchange Board of India (SEBI) under clause 49 of the Listing Agreement. Performance of the Board was evaluated after seeking input from the Directors on the basis of the criteria such as the Board Composition, effectiveness of board process, information flow and functioning of the Board. Performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as composition of the Committees, effectiveness of the Committee meetings, etc. and it was observed that the performance of the Board as well as the Committees was adequate.

Performance of the non-independent Directors were evaluated by the Independent directors at the meeting of the Independent directors on the basis of four criteria, viz. attendance, participation, individual contribution and benefits derived by the Company.

On the basis of the above criteria performance of all the non-independent directors were found to be adequate. As regards the performance of the Chairman & Managing Director, after taking into consideration the views of the Executive Directors and the non-executive directors, the Independent Directors were of the unanimous view that the Chairman & Managing Director is not only well informed and knowledgeable about the Industry but also has the requisite experience to execute his duties as Chairman and Chief Executive of the Company. His insight and forward looking policies have elevated the status of the Company in the eyes of the stakeholders and the wholesome performance of the Company is in his safe hands and the future of the Company is bright.

Board's evaluation of the independent directors was recorded by the entire board excluding the director being evaluated and the following is the board's observation on the performance of each one of the independent directors.

Mr.P.S.ANANTHANARAYANAN

Board assessed that Mr.P.S.Ananthanarayanan has been an Independent Director of the Company from 10.10.1995. Presently he is the Chairman of the Audit Committee and also Chairman of the Nomination and Remuneration Committee and his contribution has been quite significant for the Company's growth and performance. He having served several companies in senior position with three decades of experience in the field of Cost Control and Planning has been guiding the Company in effective utilization of the Company's resources.

Dr.V.GOPALAN

Board assessed that Dr.V.Gopalan has been an Independent Director of the Company from 19.1.2004. He is a member of the Audit Committee and the Nomination and Remuneration Committee. With his experience in ICICI in Financial Appraisal of the Companies' projects for several years, coupled with his triple membership (CA, CS & CMA) he has been participating at all the Board and Committee meetings very actively.

Mr.N.ASOKA

Board assessed that Mr.N.Asoka has been an Independent Director of the Company from 30.05.2003. He is the Chairman of the Stakeholders Relationship Committee and member of the Audit Committee and the Nomination and Remuneration Committee. Being an Engineering graduate with industrial experience spanning over two decades he has been guiding the Company's future plans effectively.

Mr.S.GNANASEKHARAN

Board assessed that Mr.S.Gnanasekharan has been an Independent Director of the Company from 14.02.2014. With his experience in Accounts and Corporate Finance in India Cements for over two decades he has been participating in the Audit Committee Meetings and Board Meetings effectively.

Mr.KAMESHWAR M. BHAT

Board assessed that Mr.Kameshwar M.Bhat joined the Company as an Independent Director on 28th September 2014 and with his experience in the Banking, Financial Services and Retail Operations spanning over two decades, his participation in the Audit Committee and Board Meetings has been quite effective.

INDUSTRY ASSOCIATIONS

Sri S.Dinakaran, Joint Managing Director of the Company is a member of the Committee of Administration and Chairman of the Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices he holds, Sri Dinakaran has been representing to the Industries and Finance Ministries at the appropriate time to get relief to the ailing Textile Industry.

REPORT ON PERFORMANCE OF THE ASSOCIATE COMPANIES :

There are two Associate Companies -

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital of that Company.

This Company has recorded total revenue of Rs.3,92,43,571 and profit after tax (PAT) of Rs.43,63,920 during the year ended 31.3.2015 as against Rs.3,85,73,790 Revenue and Rs.9,89,354 PAT recorded in the previous year.

Salem IVF Centre Pvt. Ltd. - 21.79% investment in the share capital of that Company.

This Company incorporated on 17th November 2014 has recorded total revenue of Rs.22,47,925 and Loss of Rs.45,00,915 during the first year of its operations (Period from 17.11.2014 to 31.3.2015)

AUDITORS

Auditors, M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and they have confirmed their eligibility and willingness to accept office, if re- appointed. On the recommendation of the Audit Committee your Company's Board is placing the Resolution u/s 139(2) of the Company's Act 2013 for appointing them as Statutory Auditors of the Company for the current financial year.

CAUTIONARY NOTE

Statements in the Directors' report and the management discussion and analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

1. Names of Associates or Joint Ventures which are yet to Commence Operations : NIL

2. Names of Associates or Joint Ventures which have been liquidated or Sold during the year : NIL

3. The Company does not have any Joint Venture .

Salem D.Niranjan kumar R.S.Shanmugam S.Dinakaran S.Devarajan

May 28, 2015 C.F.O Company Secretary J.M.D C.M.D

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Company's Website under the web link http://[email protected]

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the action taken to manage them.

Risk Management Policy adopted pursuant to the provisions of Section 134 (3) (n) of the Companies Act 2013 is hosted on the website of the Company under the web link http://[email protected]

CHANGES OR COMMITMENTS AFTER THE YEAR END ON 31.3.2015

No material change or commitment affecting the financial position of the Company has occurred between the close of the financial year on 31.3.2015 and the date of this report.

REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any qualification or adverse remarks.

ACKNOWLEDGEMENTS

Your directors thank the Company's customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Company's consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, Canara Bank, Axis Bank Limited, Indian Overseas Bank, Central Bank of India and IDBI Bank Limited, Government of Tamil Nadu and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board Salem S. Devarajan August 12, 2015 Chairman and Managing Director

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 40th Annual Report together with the Audited Accounts for the year ended March 31,2014 (the year).

Performance highlights

2013-14 2012-13

(Rs. lakhs)

Revenue from Operations

Direct exports 600 627

Merchandise exports 5955 3097

Domestic Sales 18848 17765

Total Yarn and Process Waste Sales 25403 21489

Wind Energy Converter Power sold to third party 136 202

Other Revenue 57 58

Total Revenue from Operations 25596 21749

Profit

Gross profit [Profit before interest, depreciation & Tax] 3878 3893

Cash profit/ [Profit before depreciation & Tax] 2521 2481

Profit before exceptional item and Tax 1407 1356

Exceptional item - Provision for diminution in investment 45 --

Profit before tax [PBT] 1362 1356

Profit after tax [PAT] 937 911

Dividend

Your directors have recommended 20% dividend for the year ended 31.3.2014, subject to the approval of the Consortium of Bankers of the Company.

INDUSTRY ASSOCIATIONS

Sri S.Dinakaran, Joint Managing Director of the Company is a member of the Committee of Administration and Chairman of the Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry(CITI), Delhi. By virtue of the offices he holds, Sri Dinakaran has been representing to the Industries and Finance Ministries to get relief to the ailing Textile Industry.

COST AUDIT REPORT

As per the directions of the Cost Audit Branch of the Ministry of Corporate Affairs, M/s. S.MAHADEVAN & CO., Cost Accountants, Coimbatore, were appointed Cost Auditors for audit of Cost Accounts of the Company and their report for the year ended 31st March 2013 was submitted on 20.9.2013 to the Ministry of Corporate Affairs (VIDE SRN S22388466 dated 20.9.2013). Due date for submission of that Cost Audit Report in XBRL fomat was 27.9.2013.

M/s. S. Mahadevan & Co. were again reappointed for Audit of Cost Accounts of the Company for the year ended 31.3.2014. Their reports for the year ended 31.3.2014 will be filed before the due date.

Directors

Sri D.Sudharsan, Director, retires by rotation and he is eligible for reappointment. Sri A.R.Natarajan, Director, also retires by rotation but he desires not to get reelected. Board recorded its appreciation for the valuable services rendered by Sri Natarajan to the Company during the tenure of his office. Sri V. Mahadevan, Independent Director did not attend the meetings of the Board and the Audit Committee held during the year on account of his continued illness. He submitted his resignation which was accepted at the Board Meeting held on 14.2.2014. Board appointed Sri S. Gnanasekharan a Practising Company Secretary from Thiruchengode, as an independent director in the place of Sri V. Mahadevan. Company''s Code of Conduct applicable to the board has been adopted by the board and all the directors of the Company have confirmed compliance with the Code of Conduct.

Auditors

Auditors, M/s.M.S.Krishnaswami & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and they have confirmed their eligibility and willingness to accept office, if re- appointed. On the recommendation of the Audit Committee your Company''s Board is placing the Resolution u/s 139(2) of the Company''s Act 2013 for appointing them as Statutory Auditors of the Company for the current financial year.

Annexure

Annexure to this report details statement on directors'' responsibility, conservation of energy, technology absorption, Research and Development and foreign exchange earnings and outgo. None of the employees of the Company has drawn remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum during the year. As such the information required pursuant to Sec. 217(2A) of the Companies Act, 1956 is not applicable to the Company.

(i) Directors'' Responsibility Statement as per section 217(2AA) of the Companies Act, 1956. Responsibility in relation to financial statements

The financial statements have been prepared in conformity, in all material respects, with the applicable Accounting Standards in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.3.2014 and of the result of operations for the year ended 31.3.2014.

The financial statements have been audited by M/s.M.S.Krishnaswami & Rajan, Chartered Accountants in accordance with generally accepted auditing standards, which include an assessment of the system of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

Going Concern

In the opinion of the Directors, Company will be in a position to carry on its existing spinning of yarn business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records and Internal controls

Company has taken proper and sufficient care for maintenance of adequate accounting records as required by various Statutes.

Directors have overall responsibility for the Company''s internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The internal audit function encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors and reports significant issues to the Audit Committee of the Board.

Audit Committee supervises the financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of the Company''s accounts.

Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Acknowledgements

Your directors thank the Company''s customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by employees at all levels. Your Company''s consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, Canara Bank, Axis Bank Limited, Indian Overseas Bank, Central Bank of India and IDBI Bank Limited, Government of Tamil Nadu and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board

Salem S. Devarajan

May 30, 2014 Chairman and Managing Director

Mar 31, 2013

The directors have pleasure in presenting the 39th Annual Report together with the Audited Accounts for the year ended March 31,2013 (the year).

Performance Highlights 2012-13 2011-12

Turnover (Rupees lakhs)

Export -Direct 627 579

Merchandise exports 3097 3048

Domestic Sales 17809 14893

Total Yarn Sales 21533 18520

Conversion charges earned 14 32

Wind Energy Converter Power sold to third party 202 127

Other income 27 44

Total turnover 21776 18723

Profit/(Loss)

Gross profit [Profit before interest and depreciations Tax] 3893 759

Cash profit/(loss) [profit/(loss) before depreciation & Tax] 2481 (1043)

Profit/(loss) before tax [PBT] 1356 (2164)

Profit/(loss)aftertax [PAT] 911 (1444)

Dividend

With a view to conserve and improve the resources of the Company, your directors have not recommended any dividend for the year ended 31.3.2013.

INDUSTRY ASSOCIATIONS

Sri S. Dinakaran, Joint Managing Director of the Company continues to be the Chairman of the Southern India Mills''Association (SIMA) for the second year in succession. He is also a member of the Committee of Administration of the Cotton Textiles Export Promotion Council(TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry(CITI), Delhi. By virtue of the offices he holds, Sri Dinakaran has been representing to the Industries and Finance Ministries to get relief to the ailing Textile Industry.

COST AUDIT REPORT

As per the directions of the Cost Audit Branch of the Ministry of Corporate Affairs, M/s.S.MAHADEVAN & CO., Cost Accountants, Coimbatore, were appointed Cost Auditors for audit of Cost Accounts of the Company and their report for the year ended 31st March 2012 was submitted on 23.01.2013 to the Ministry of Corporate Affairs (VIDE SRN S 19989235 dated 23.01.2013). Due date for submission of that Cost Audit Report in XBRLfomat was 31.1.2013.

M/s.S. Mahadevan & Co. were again reappointed for Audit of Cost Accounts of the Company for the year ended 31.3.2013. Their reports for the year ended 31.3.2013 will be filed before the due date.

Directors

Sri V. Mahadevan and Dr.V.Gopalan, Directors, retire by rotation and they are eligible for reappointment. Company''s Code of Conduct applicable to the board has been adopted by the board and all the directors of the company have confirmed compliance with the Code of Conduct.

Auditors

Auditors, M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and they have confirmed their eligibility and willingness to accept office, if re-appointed.

Annexure

Annexure to this report details statement on directors'' responsibility, conservation of energy, technology absorption, Research and Development and foreign exchange earnings and outgo. None of the employees of the Company has drawn remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum during the year. As such the information required pursuant to Sec. 217(2A) of the Companies Act, 1956 is not applicable to the Company.

Acknowledgements

Your directors thank the Company''s customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by employees at all levels. Your Company''s consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, IDBI Bank Limited, Axis Bank Limited, Canara Bank, Indian Overseas Bank and Central Bank of India, Government of Tamil Nadu and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board

Salem S. Devarajan

May 27,2013 Chairman and Managing Director

Mar 31, 2012

The directors have pleasure in submitting their 38th Annual Report together with the Audited Accounts for the year ended March 31, 2012 (the year).

Performance highlights 2011-12 2010-11 (Rupees lakhs)

Turnover:

Direct exports 579 134

Merchandise exports 3048 3690

Domestic Sales 14893 16731

Total Yarn Sales 18520 20555

Conversion charges earned 32 22

Wind Energy Converter Power 127 136 sold to third party

Total turnover 18679 20713

Profit/(loss) :

Profit/(loss) before, interest and depreciation) 759 4474

Cash profit/(loss) (ie. profit/(loss) before depreciation) (1044) 3035

Profit/(loss) before tax (2164) 1921

Profit/(loss) after tax (1444) 1256

Dividend

Due to the loss incurred by the Company, your directors have not recommended any dividend for the year ended 31.3.2012.

INDUSTRY ASSOCIATIONS

During the year, Sri S. Dinakaran, Joint Managing Director of your Company was elected to be the Chairman of the Southern India Mills' Association (SIMA). He is also a member of the Committee of Administration of The Cotton Textiles Export Promotion Council( TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices he holds, Mr. Dinakaran has been representing to the Industries and Finance Ministries to get relief to the ailing Textile Industry.

COST AUDIT REPORT

As per the directions of the Cost Audit Branch of the Ministry of Corporate Affairs, M/s.S.MAHADEVAN & CO., Cost Accountants, Coimbatore, were appointed Cost Auditors for audit of Cost Accounts of the Company and their report for the year ended 31st March 2011 was submitted on 14.9.2011 to the Ministry of Corporate Affairs (VIDE SRN B 20301420 dated 14.9.2011). Due date for submission of that Cost Audit Report was 27.9.2011.

M/s. S. Mahadevan & Co. were again reappointed for Audit of Cost Accounts of the Company for the year ended 31.3.2012. Their report for the year ended 31.3.2012 will be filed before the due date, i.e. 27.9.2012.

Directors

Sri RS. Ananthanarayanan and Sri D. Sudharsan, Directors, retire by rotation and are eligible for reappointment.

Your Company's Code of Conduct applicable to the board has been adopted by the board and all the directors of the company have confirmed compliance with the Code of Conduct.

Auditors

The auditors, M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and have confirmed their eligibility and willingness to accept office, if appointed.

Annexure .

Annexure to this report details Statement on directors' responsibility, conservation of energy, technology absorption, Research and Development and foreign exchange earnings and outgo. None of the employees of the Company has drawn remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum during the year. As such the information required pursuant to Sec. 217(2A) of the Companies Act, 1956 is not applicable to the Company.

(i) Directors' Responsibility Statement as per section 217(2AA) of the Companies Act, 1956 Responsibility in relation to financial statements

The financial statements have been prepared in conformity, in all material respects, with the applicable Accounting Standards in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.3.2012 and of the results of operations for the year ended 31.3.2012.

The financial statements have been audited by M/s M.S. Krishnaswami & Rajan, Chartered Accountants in accordance with generally accepted auditing standards, which include an assessment of the system of internal controls and tests of transactions to the extent considered necessary by them to support their opinion. .

Going Concern

in the opinion of the Directors, Company will be in a position to carry on its existing spinning of yarn business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records and Internal controls Company has taken proper and sufficient care for maintenance of adequate accounting records as required by various Statutes.

Directors have overall responsibility for the Company's internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The internal audit function, encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the Audit Committee of the Board.

Audit Committee supervises the financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Company's accounts.

Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Acknowledgements

Your directors thank the Company's Customers, Vendors and Investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Company's consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, IDBI Bank Limited, Axis Bank Limited, Canara Bank, Indian Overseas Bank and Central Bank of India, Government of Tamil Nadu and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board

Salem S. Devarajan

May 30,2012 Chairman and Managing Director

Mar 31, 2011

Dear Members,

The directors have pleasure in submitting their 37th Annual Report together with the Audited Accounts for the year ended March 31st,2011 (the year).

Performance highlights 2010-11 2009-10 (Rupees lakhs) Turnover - gross

Direct exports 149 82

Merchandise exports 3690 2530

Domestic Sales 17215 11742

Total Yarn Sales 21054 14354

Conversion charges earned 22 24

Wind Energy Converter Power 136 129 sold to third party

21212 14507

Less sales tax and cess recovery 521 340

Total turnover 20691 14167

Gross profit (ie. profit before interest and depreciation) 4359 2968

Cash profit (ie. profit before depreciation) 3035 1739

Profit before tax 1921 646

Profit after tax 1256 469

Earnings per share - Basic Rs. 29.45 11.00

Dividend

Board of Directors of your company declared an Interim Dividend of Rs.2/- per Equity Share (@ 20% on the paid up Capital) at the Board Meeting held on 29-01-2011 which has been paid to the Share holders in February 2011. Further, your directors are pleased to recommend a Final Dividend of Rs.2/- per Equity Share {@ 20% on the paid up Capital) of Rs.10 each. The interim and the proposed final dividend will entail a cash outflow of Rs.1,98,58,643/-

Management discussion and analysis

Core business of the Company is manufacture and sale of cotton yarn. The management discussion and analysis given below discusses the key issues of the cotton yarn spinning sector.

(a) Industry performance

Textile Industry performed well during the year and demand for textile products in the domestic market and overseas market has been quite encouraging. This robust demand has led to reasonable growth and stability for the textile Industry.

(b) Company's performance

Improvement in Industry Performance is reflected in your Company's turnover recording 47% growth over previous year's turnover of Rs. 141.73 crores, crossing the Two hundred crore' - mark.

During the year 2010, 3600 Spindles were added to the capacity in third unit, thereby increasing the total installed capacity to 89,052 spindles from 85,452 Spindles. Remaining portion of the project involving 15,600 Spindles and 24 looms would be installed at the appropriate time.

Your Company's Wind Energy Converters (WEC) generated power of the value of Rs.939 lakhs as against Rs.1011 lakhs recorded in the previous year.

(c) Outlook

Even though Cotton Price is highly volatile and speculative at present, your directors are of opinion that it would stabilize in the next few months and the industry expects to improve its performance during the year. Demand for your Company's product is very appreciable both in international market and in domestic market.

(d) Strategies and Future Plans

As part of future plans the deferred expansion project will be taken up for implementation, at the appropriate time. This will help to improve value addition as well as captive consumption of yarn produced by the Company.

(e) Internal control and systems

Your company has in place well established internal control procedures covering various areas such as procurement of raw materials, production planning, quality control, maintenance planning, marketing, cost control and debt servicing and steps are taken without loss of time, whenever any weakness is observed, to correct the same.

(f) Human Resources Management

Employees are your Company's most valuable resource. Your Company continues to create a favourable environment at work place. Your Company has various welfare measures both government sponsored and privately envisaged. The Company also recognises the importance of training and consequently deputes its work force in various work related courses/seminars including important issues like Total Quality Management (TQM). Because of these, your Company is able to. attract and retain well trained and dedicated workforce. The fact that relationship with the employees continued to be cordial is testimony to the Company's ability to retain high quality workforce. In view of the aforesaid relationship no man days were lost during the year under report.

(g) Corporate Social Responsibility

Your Company's main activity may be centered around making quality yarn but its concern reaches out beyond the above stated business, to the welfare of your Company's employees and to the society at large to which your Company owes its growth. With this avowed initiative your Company has been imparting comprehensive training to the new entrants to the Company's fold as well as part of continuing technical education to the existing staff and workforce. Your Company, along with your group's associate Company Kandagiri Spinning Mills Limited, is collaborating with two multi specialty hospitals in Salem which, apart from rendering medical service to your Company's employees and their families are also offering medical relief to the public at large at subsidized rates.

(h) Cautionary note

Statements in the Directors' report and the management discussion and analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

Homage to Founder Director and Former Chairman

Your Directors note with deep regret the sad demise of Sri S.R Ratnam, founder director and former Chairman of the Company, on January 21, 2011, Your Directors place on record their deep sense of appreciation for the valuable services rendered by him to the Company during the tenure of his office.

Directors

Sri N. Asoka retires by rotation and is eligible for reappointment.

Sri A. G. Venkatesan also retires by rotation but he desires not to be re-elected. Board records its appreciation for the valuable services rendered by him to the Company during the tenure of his office.

The Company's Code of Conduct applicable to the Board has been adopted by the Board and all directors of the Company have confirmed compliance with the Code of Conduct.

Auditors

The auditors, M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

Annexure

Annexure to this report details Statement on directors' responsibility, conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo. None of the employees of the Company has drawn remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum during the year. As such the information pursuant to Sec. 217(2A) of the Companies Act, 1956 is not applicable to the Company.

Acknowledgements

Your directors thank the Company's customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation of the contribution made by employees at all levels. Your Company's consistent growth was made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, IDBI Bank Limited, Axis Bank Limited, Canara Bank, Indian Overseas Bank, and Central Bank of India, and the Government of Tamil Nadu and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board S. Devarajan Chairman and Managing Director

Salem May 23, 2011

Mar 31, 2010

The directors have pleasure in submitting their 36th Annual Report together with the Audited Accounts for the year ended March 31, 2010 (the year).

Performance highlights 2009-10 2008-09

(Rs. lakhs)

Turnover - gross Direct exports 82 63

Merchandise exports 2530 2509

2612 2572

Domestic Sales 11742 9350

Conversion and testing charges earned 24 37

14378 11959 Less sales tax and cess recovery 340 266

Total turnover 14038 11693

Gross profit (ie. profit before interest and depreciation) 2968 1796

Cash profit (ie, profit before depreciation) 1739 466

Profit/floss) before tax 646 (538)

ProfiV(loss) after tax 469 (382)

Earnings per share - Basic Rs. 11.00 (8.96)

Dividend

With a view to conserving the reserves and also to meet the increase in requirements of working capital, your directors do not recommend any dividend for the year ended March 31, 2010.

Management discussion and analysis

The core business of the Company is manufacture and sale of cotton yarn. The management discussion and analysis given below discusses the key issues of the cotton yarn spinning sector.

(a) Industry performance

The initial worries associated with economic slowdown endured at the beginning of the year have been replaced with cautious optimism for the Indian market as the demand and price for yarn picked up from the middle of the year 2009. The fiscal and other initiatives taken by the Government of India have eased the pressures in the economy leading to a revival of textile industry. However the high raw material cost and the continuing power cut and restrictions on power supply during peak hour affected the performance of textile industry in Tamilnadu.

(b) Companys performance

Despite the above said adverse factors, the turnover of your Company increased to Rs. 14,038 lakhs as against Rs. 11,693 lakhs, an improvement of 20% due to buoyant yarn selling price combined with good demand for yarn in the domestic market. In spite of a record cotton crop, prices continued to rule abnormally high on account of Governments decision allowing exports of cotton. Consequently the operating profit increased to Rs.2968 lakhs from Rs.l 796 lakhs.

Your Comp jnys Wind Energy Converters (WEC) generated power of the value of Rs. 1011 lakhs as against Rs.859 lakhs in the previous year. During the year also, your Company earned an income of Rs. 107 lakhs from carbon credits as against Rs. 166 lakhs in the previous year.

(c) Outlook

The cotton price continues to be high in spite of expected record production of cotton crop and restrictions on export of cotton. Correspondingly the yarn prices are also ruling high, while the demand for yarn in the domestic market is encouraging. However the divergent interests of different sectors of the textile industry need to be property balanced and the timely intervention by the Central Government continues to oe necessary. Barring unforeseen circumstances, your directors are confident that during the current year also your Company will be able to increase its productivity and profitability significantly.

(d) Strategies and Future plans

As parr of future plans the deferred expansion will be taken up for implementation, provided the present situation continues to improve. The Company also is actively examining the entry into weaving sector. This will help to improve value addition as well as captive consumption of yarn.

(e) Risks and concerns

(1) Inaustry risk

The main twin risks in this industry, especially in the cotton yarn spinning sector, are the procurement prices for quality cotton and the fluctuation in yarn realization. Raw material prices, as is common with every industry, are conditioned by their supply position in the market. This problem invariably gets compounded by the impact of import duty on cotton which sometimes renders the prices uneconomical and unrestricted export of cotton.

In the case of marketing of yarn, the price realisation depends on the demand from garment manufacturers and power loom sector. In recent times the competition from the emerging economies in the neighbouring countries such as Sri Lanka, China and Pakistan with their comfortable status engendered by the preferential treatment in USA and EU markets pose a real challenge to the textile yarn spinning units.

The vagaries in the power situation in Tamilnadu, accentuated by the monsoon playing truant, affects the smooth flow of production resulting in higher cost without corresponding increase in the realisation.

(2) Currency risk

Your Company is taking the requisite ongoing steps to closely monitor the exchange rate movements by proper hedging against various associated risks.

(3) Quality concern

Quality of yarn manufactured is the single most important factor that will take a Company forward in its success story. Your Company has been aware of the said importance from its inception and the progress that it has made through the years was mainly because of the strict adherence to the quality of its yarn which has resulted in the Company reaping the best possible price for its yarn, both in the Internal and international markets. The award of ISO 9001:2000 accreditation to the Company and Organic cotton standards certificate of the Control Union Certifications, Netherlands and ECO certificate from Shirley Technologies Limited, UK are fitting testimony of the efforts taken by the Company in this regard.

(4) Research and development

Your Companys Research and development activities have been taken care of by a separate wing called Sambandam Research and Development Foundation. On the strength of its research and development efforts under the said foundation, the National Accreditation Board for Testing and Calibratic Laboratories, New Delhi, has granted accreditation.

(f) Internal control and systems

The Company has in place well established internal control procedures covering various areas such as procurement of raw materials, production planning, quality control, maintenance planning, marketing, cost control and debt servicing. Necessary checks and balances have been instituted for timeiy corrO. Tion.

(g) Human resources management

Employees are your Companys most valuable resource. Your Company continues to create a favourable environment at work place. Your Company has various welfare measures both government sponsored and privately envisaged. The Company also recognises the importance of training and consequently deputes its work force to various work related courses/seminars including important issues like Total Quality Management (TQM). Because of these, your Company is able to attract and retain well trained and dedicated workforce. The fact that the relationship with the employees continued to be cordial is testimony to the Companys ability to retain high quality workforce. In view of the aforesaid relationship no man days were lost during the year under report.

(h) Corporate Social Responsibility

Your Companys main activity may be centered around making quality yarn but its concerns reach out beyond the above stated business, to the welfare of your Companys employees and to the society at large to which your Company owes its growth. With this initiative, your Company has been imparting comprehensive training to the new entrants to the Companys fold, simultaneously continuing technical education to the existing staff and workforce. Your Company, along with your groups associate Company Kandagiri Spinning Mills Limited, is collaborating with two multi speciality hospitals in Salem which, apart from rendering medical service to your Companys employees and their families are also offering medical relief to the public at large at subsidized rates.

(i) Cautionary Note

Statements in the Directors report and the management discussion and analysis describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those either expressed or implied in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

Directors

Sri V. Mahadevan and Sri V. Gopalan retire by rotation and are eligible for reappointment.

Sri D. Sudharsan, Whole time Director, whose period of appointment expired on March 31, 2010 was not willing for reappointment as Whole time Director in view of his preoccupation with other Companies. However he continues to be a Director of the Company.

The Companys Code of Conduct applicable to the board has been adopted by the board and all the directors of the Company have confirmed compliance with the Code of Conduct.

Auditors

The auditors, M.S. Krishnaswaml & Rajan, Chartered Accountants, retire at the ensuing annual general meeting and have confirmed their eligibility and willingness to accept office, if appointed.

Annexure

Annexure to this report details Statement on directors responsibility, conservation of energy, technology absorption, Research and Development and foreign exchange earnings and outgo.

Appreciation

Your directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continued support during the year. Your Companys consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, IDBI Bank Limited, Axis Bank Limited, Canara Bank, Indian Overseas Bank and Central Bank of India the Government of Tamil Nadu and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board Salem S. Devarajan

May 29, 2010 Chairman and Managing Director

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