VEENA TEXTILES LIMITED€¦ · Expertise in specific Having experience functional area in Textile Trade Details of other directorship Nil Details of the Committee and Membership status

VEENA TEXTILES LIMITED

KOMARAPALAYAM - 638 183.

46th ANNUAL REPORT

2012 - 2013

VEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDKOMARAPALAYAM - 638 183

BOBOBOBOBOARD OF DIRECTORSARD OF DIRECTORSARD OF DIRECTORSARD OF DIRECTORSARD OF DIRECTORSShri K.S. Elavarashen Chairman cum Managing DirectorShri R. Velmurugan DirectorShri K.Varadharajan Director

BankBankBankBankBankersersersersers AuditorsAuditorsAuditorsAuditorsAuditorsThe Karur Vysya Bank Ltd., M/s. V.N.G. Nath AssociatesKomarapalayam Chartered Accountants

Chennai - 600 083.

Audit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeAudit Committee FFFFFinance Committeeinance Committeeinance Committeeinance Committeeinance CommitteeShri R. Velmurugan - Chairman Shri K.S. Elavarashen - ChairmanShri K. Varadharajan Shri K. Varadharajan

Share TShare TShare TShare TShare Transfer Committeeransfer Committeeransfer Committeeransfer Committeeransfer Committee Investors Grievances CommitteeInvestors Grievances CommitteeInvestors Grievances CommitteeInvestors Grievances CommitteeInvestors Grievances CommitteeShri R. Velmurugan - Chairman Shri K.S. Elavarashen - ChairmanShri K. Varadharajan Shri K.Varadharajan

MarkMarkMarkMarkMarketing Committeeeting Committeeeting Committeeeting Committeeeting Committee RRRRRemuneration Committeeemuneration Committeeemuneration Committeeemuneration Committeeemuneration CommitteeShri K.S. Elavarashen - Chairman Shri R. Velmurugan - ChairmanShri R. Velmurugan Shri K. Varadharajan

RRRRRegistered Officeegistered Officeegistered Officeegistered Officeegistered Office309, Salem Main Road

Komarapalayam - 638 183.Namakkal District.

CONTENTSCONTENTSCONTENTSCONTENTSCONTENTS PPPPPage Noage Noage Noage Noage No.....

Notice to Shareholders’ 2

Diretors’ Report 3

Auditors’ Report 8

Balance Sheet 10

Profit & Loss Account 11

Cash Flow Statement 12

Notes on Accounts 13

4646464646ththththth ANNUAL REPORTANNUAL REPORTANNUAL REPORTANNUAL REPORTANNUAL REPORT2012 - 20132012 - 20132012 - 20132012 - 20132012 - 2013

NOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERS

NOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERSNOTICE TO SHAREHOLDERS

NOTICE is hereby given that the 46th Annual General

Meeting of the Members of VEENA TEXTILES LIMITED will

be held on Friday the 27th September, 2013 at

10.00 A.M. at 11-F, GANDHIPURAM, KOMARAPALAYAM

- 638 183 to transact the following business :

ORDINARORDINARORDINARORDINARORDINARY BUSINESSY BUSINESSY BUSINESSY BUSINESSY BUSINESS

1. To consider and adopt the Balance

Sheet as at 31st March 2013, Profit and

Loss Account for the year ended on that

date and the report of the Board of

Directors and Auditors there-on.

2. To appoint a Director in place of

Shri. K. Varadharajan, who retires by

rotation in terms of Articles 79 of the

Company’s Ar ticles of Association and

being eligible offers himself for the

re-appointment.

3. To appoint M/s. V.N.G. Nath Associates,

Chartered Accountants, Chennai - 600 083 who

shall hold office from the conclusion of

this Annual General Meeting until the

conclusion of the next Annual General

Meeting and authorise the Board of

Directors to fix their remuneration.

By order of the Board

Komarapalayam K.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. Elavarashen

30th May, 2013 Chairman cum Managing Director

2

Details pursuant to Clause 49 of the listing agreement

with regard to Shri. K. Varadharajan:

Name of the Director Shri. K. Varadharajan

Date of Birth 21.06.1946

Date of Appointment 01.11.2006

Qualification 10th Standard

Expertise in specific Having experience

functional area in Textile Trade

Details of other

directorship Nil

Details of the Committee

and Membership status Nil


NOTES FOR MEMBERS’ ANOTES FOR MEMBERS’ ANOTES FOR MEMBERS’ ANOTES FOR MEMBERS’ ANOTES FOR MEMBERS’ ATTENTIONTTENTIONTTENTIONTTENTIONTTENTION

1. A member entitled to attend and vote, is

entitled to appoint a proxy, who need not

be a member. The instrument appointing

proxy should, however, be deposited at the

Registered office of the Company not less

than forty eight hours before the

commencement of the meeting.

2. Members / Proxies should bring the

Attendance Slip duly filled in for attending

the meeting.

3. The Register of Members and Share Transfer

Books of the Company will remain closed

from 14th September, 2013 to 27th

September 2013 (both days inclusive)

4. As a measure of economy, copies of the

Annual Report will not be distributed at the

Annual General Meeting. Members are

therefore requested to bring their copy of

Annual Report to the meeting.

5. Members desiring any information

regarding accounts are requested to write

to the Company atleast seven days before

the Meeting so as to enable the Management

to keep information ready.

6. Members are requested to sign at the space

provided in the enclosed attendance slip

and hand over the slip at the entrance of the

meeting hall.

7. The Companies (Amendment) Ordinance,

1999 has provided for a nomination facility

for the shares held in a Company. The

Nomination Form (Form 2B) along with

instructions will be provided to the members

on request. Interested members are

requested to write to the Shares Department

at the Registered Office of the Company.

8. No Gifts will be distributed at the meeting.

By order of the Board

Komarapalayam K.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. Elavarashen

30th May, 2013 Chairman cum Managing Director

DIRECTORS’ REPORT TO THE SHAREHOLDERSDIRECTORS’ REPORT TO THE SHAREHOLDERSDIRECTORS’ REPORT TO THE SHAREHOLDERSDIRECTORS’ REPORT TO THE SHAREHOLDERSDIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Members,

Your Directors present the 46th Annual Report and Au-

dited Statement of Accounts for the year ended 31stMarch 2013.

FINANCIAL RESULFINANCIAL RESULFINANCIAL RESULFINANCIAL RESULFINANCIAL RESULTSTSTSTSTS

(Rupees in lacs)

2012-2013 2011-2012Sales 25.26 8.17

Other Income 0.18 -----

Total Expenditure 26.37 18.91

Financial Charges Nil 0.01

Gross Profit / (Loss)

after interest beforeDepreciation and -0.93 -10.75

Taxation

Depreciation 9.02 9.44

Net Profit / (Loss) -9.95 -20.19

DIVIDENDDIVIDENDDIVIDENDDIVIDENDDIVIDEND

The Directors regretfully advise that no dividend is

feasible this year also, due to accumulated losses.

GENERAL REVIEW OF THE YEARGENERAL REVIEW OF THE YEARGENERAL REVIEW OF THE YEARGENERAL REVIEW OF THE YEARGENERAL REVIEW OF THE YEAR

In view of frequent power cut and non-availability of

skilled man power, the Company carried on trading

in textile products.

DIRECTORSDIRECTORSDIRECTORSDIRECTORSDIRECTORS

During the year under review, Shri K. Varadharajan who

retires by rotation and being eligible offers himself for

the re-appointment. The details as required under

listing agreement is attached.

DIRECTORS’ RESPONSIBILITY STDIRECTORS’ RESPONSIBILITY STDIRECTORS’ RESPONSIBILITY STDIRECTORS’ RESPONSIBILITY STDIRECTORS’ RESPONSIBILITY STAAAAATEMENTTEMENTTEMENTTEMENTTEMENT

Pursuant to the requirement under Section 217(2AA)

of the Companies Act, 1956 with respect to Directors’

Responsibility statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts

for the financial year ended 31st March, 2013,

the applicable accounting standards had been

followed along with proper explanation relating

to material departures ;

(ii) that the directors had selected such accounting

policies and applied them consistently and made

judgements and estimates that were reasonableand 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 or loss of the

Company for the year under review :

(iii) that the directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 1956 forsafeguarding the assets of the Company and forpreventing and detecting fraud and otherirregularities :

(iv) that the directors had prepared the accounts forthe financial year ended 31st March, 2013 on agoing concern basis.

FIXED DEPOSITSFIXED DEPOSITSFIXED DEPOSITSFIXED DEPOSITSFIXED DEPOSITSThe Company has not accepted any deposits fromthe public.

AUDITORSAUDITORSAUDITORSAUDITORSAUDITORSM/s. V.N.G. Nath Associates, Chartered Accountants,Chennai - 600 083, the Auditors of the Company holdoffice until the conclusion of the ensuing AnnualGeneral Meeting. The Company has received letterfrom them to the effect that their appointment, ifmade, would be within the prescribed limits undersection 224(1-B) of the Companies Act, 1956. Ac-cordingly, the said auditors are eligible forreappoinment at the ensuing Annual General Meet-ing.

COMPCOMPCOMPCOMPCOMPANY SECRETANY SECRETANY SECRETANY SECRETANY SECRETARARARARARYYYYYThe Company was unable to appoint CompanySecretary due to financial constraints. However, theCompany is taking steps to appoint a CompanySecretary.

REPORT ON CORPORAREPORT ON CORPORAREPORT ON CORPORAREPORT ON CORPORAREPORT ON CORPORATE GOTE GOTE GOTE GOTE GOVERNANCE :VERNANCE :VERNANCE :VERNANCE :VERNANCE :

1. PHIL1. PHIL1. PHIL1. PHIL1. PHILOSOPHY OF CORPORAOSOPHY OF CORPORAOSOPHY OF CORPORAOSOPHY OF CORPORAOSOPHY OF CORPORATE GOTE GOTE GOTE GOTE GOVERNANCEVERNANCEVERNANCEVERNANCEVERNANCE

Veena Textiles Limited is well-known for its higheststandards of Corporate Governance in all itsactivities and processes.The Company always looks for achieving the higheststandards in finance for all its shareholders and forinstill ing a pride of association to others likeemployees, Dealers etc. The entire process beginswith the functioning of the Board of Directors, menwith wide experience on production and sales and acompactness in harvesting the best availableresources. Systematic and concerted efforts arenicely blended to achieve its goal in economy andavoiding incompetence.The following is a report on the status and progresson major aspects of corporate governance.

2.2.2.2.2. BOBOBOBOBOARD OF DIRECTORSARD OF DIRECTORSARD OF DIRECTORSARD OF DIRECTORSARD OF DIRECTORSThe Board of Directors comprises a good mix of non-executive independent directors.(a) The composition of the Board of Directors as at31st March, 2013 and the number of the directorship/ committee memberships held by them are as under :

3



4

Sl Name of Executive / Non Executive Number of other Membership on otherNo. Director Independent directorship Board Committees

1. Shri. K.S. Elavarashen Executive — —2. Shri. R. Velmurugan Non-Executive & Independent — —4. Shri. K. Varadharajan Non-Executive & Independent — —

The Number of Independent Directors is above half the total number of Directors. The composition of the Boardis in conformity with Clause 49 of the Lisiting Agreement.None of the Directors on the Company’s Board is a member of more than ten committees and Chairman ofmore than five committees across all companies in which he is a Director. The necessary disclosures regardingcommittee positions have been made by the Directors.

(b) Board Meetings and Attendance at Board Meetings & Annual General Meeting(b) Board Meetings and Attendance at Board Meetings & Annual General Meeting(b) Board Meetings and Attendance at Board Meetings & Annual General Meeting(b) Board Meetings and Attendance at Board Meetings & Annual General Meeting(b) Board Meetings and Attendance at Board Meetings & Annual General MeetingThe Board of Directors met 5 times during the financial year 2012-2013 i.e. on 25.05.2012, 09.08.2012, 28.09.2012,10.11.2012 and 14.02.2013. The attendance of each director at each Board Meeting and the AnnualGeneral Meeting was as under :

Sl. Name of Director No. of Board Attendance at Salary Other SittingNo. Meetings attended last AGM Benefit fees

1. Shri. K.S. Elavarashen 5 Yes — — —

2. Shri. R.Velmurugan 5 Yes — — 2500

4. Shri K. Varadharajan 5 Yes — — 2500

3. COMMITTEES OF THE BO3. COMMITTEES OF THE BO3. COMMITTEES OF THE BO3. COMMITTEES OF THE BO3. COMMITTEES OF THE BOARDARDARDARDARD

AUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEE

Overseeing the financial reporting process anddirection of financial agenda, review of any changein accounting policies and practices, compliancewith accounting standards and reviewing the ad-equacy of control system as per guidelines underclause 49 of the listing agreements as well as in Sec-tion 292A of the Companies Act, 1956.The committee had four meetings during the year underreview on 25/5/12, 9/8/12, 10/11/12 and 14/2/2013.

FINANCE COMMITTEEFINANCE COMMITTEEFINANCE COMMITTEEFINANCE COMMITTEEFINANCE COMMITTEEThe Committee held four meetings on 25/5/12, 9/8/12, 10/11/12 and 14/2/2013. During the year andthey covered financial problems, general accounts,cost accounts and internal audit and controls.

SHAREHOLDERS / INVESTORS GRIEVSHAREHOLDERS / INVESTORS GRIEVSHAREHOLDERS / INVESTORS GRIEVSHAREHOLDERS / INVESTORS GRIEVSHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEEANCE COMMITTEEANCE COMMITTEEANCE COMMITTEEANCE COMMITTEEThe role is to redress the grievances of shareholders,transfer of shares and dematerialisation, complaintsfrom shareholders are attended to without delay andare dealt with in a month’s time.The Committee meetings held during the year weresmooth and no serious grievance was brought to thenotice. The committee held four meetings during theyear under review on 25/5/12, 9/8/12, 10/11/12 and14/2/2013.

MARKETING COMMITTEEMARKETING COMMITTEEMARKETING COMMITTEEMARKETING COMMITTEEMARKETING COMMITTEEThe role of the committee is to watch competitor’sactivities and be ever vigilant, so as to channelise ourforce effectively. Shri K.S. Elavarashen aschairman assisted by Shri. R. Velmurugan directed themarketing operation. The committee held fourmeeting during the year under review on 25/5/12, 9/8/12, 10/11/12 and 14/2/2013.

4. GENERAL BOD4. GENERAL BOD4. GENERAL BOD4. GENERAL BOD4. GENERAL BODY MEETINGY MEETINGY MEETINGY MEETINGY MEETINGThe location and time of last three annual generalmeetings are given below :

Financialyear Date Time Location

2009-2010 30.09.2010 10.00 A M 11-F, GandhipuramKomarapalayam



Details of Special resolutions passed in the previous three An-nual General Meeting and Extra ordinary General meetingare as follows:Date of AGM/EGM Particulars of Special Resolution passed30.09.2010 Nil29.09.2011 Reappointment of Managing Director28.09.2012 Nil

5. OTHER DISCL5. OTHER DISCL5. OTHER DISCL5. OTHER DISCL5. OTHER DISCLOSURESOSURESOSURESOSURESOSURESExcept for general slackness in trade due to overallgeneral economic recession, there was nothinguntoward or abnormal.The year was a tough one for everyone and theindustry which went through anxious spells as to howeconomy would swing had a real hard time.The Company has not paid the listing fees for the StockExchanges of Ahmedabhad, Madras, Mumbai andCoimbatore due to financial constraint.6. MEANS OF COMMUNICA6. MEANS OF COMMUNICA6. MEANS OF COMMUNICA6. MEANS OF COMMUNICA6. MEANS OF COMMUNICATIONTIONTIONTIONTIONThe quarterly/half-yearly unaudited financial resultsand the annual unaudited financial results togetherwith the relative notices are published in Trinity Mirror,Makkal Kural. As enshrined by the stock exchangelisting agreements, immediate transmission of dataare also arranged to stock exchanges.



7. General Shareholder Information :a) Annual General Meeting

Date & Time : 27th September 2013, at 10.00 A.M.Venue : 11F, Gandhipuram Main Road,

Komarapalayam - 638 183.b) Financial Calender (Tentative)

Annual General Meeting : 27th September 2013Results for Q.E. 30.06.2013 : Second Week of Aug 2013Results for Q.E. 30.09.2013 : Second Week of Nov 2013Results for Q.E. 31.12.2013 : Second Week of Feb 2014Results for Q.E. 31.03.2014 : Last Week of May 2014

c) Book Closure Date : 14.09.2013 to 27.09.2013(Both days inclusive)

d) Dividend Payment Date : Not Applicablee) Listing of Equity Shares on : Mumbai, Ahmedabad, Chennai

Stock Exchanges atf) Demat ISIN No : INE 728 E 01010g) Stock Market Date : Shares were not traded in any of the Stock Exchangesh) Registrars & Transfer Agents : M/s. S K D C Consultants Limited,

Kanapathy Towers, 3rd Floor,1391/A-1, Sathy Road, Ganapathy,Coimbatore - 641 006. Ph.: 0422 - 6549995Fax : 0422 - 2539837 Email : [email protected]

i) Share Transfer Systems : Presently share transfers which are recorded in physicalform are processed within 21 days from the date ofreceipt subject to the documents being valid andcomplete in all respects. In respect of demat, the sameis done within 30 days from the date of demat request.

j) (a) Share holding pattern as on 31.03.2013 No. of Shares Percentage01. Directors & relatives 2701720 33.6302. Indian Financial Institutions

Banks & Mutual Funds 1117500 13.9103. Foreign Institutional Investors / NRIS 36200 0.4504. Others 4179880 52.01

(b) Distribution of Share holding as on 31.03.2013

(1) (2) (3) (4) 5)VVVVValue (Rs.)alue (Rs.)alue (Rs.)alue (Rs.)alue (Rs.) NoNoNoNoNo. of Shareholders. of Shareholders. of Shareholders. of Shareholders. of Shareholders %%%%% AmountAmountAmountAmountAmount %%%%%

Upto 5,000 13688 92.95 25654000 31.93

5001 - 10,000 672 4.56 5130000 6.38

10,001 - 20,000 271 1.84 3763000 4.68

20,001 - 30,000 39 0.26 997000 1.24

30,001 - 40,000 17 0.12 608000 0.76

40,001 - 50,000 7 0.05 334000 0.42

50,001 - 1,00,000 15 0.10 1007000 1.25

1,00,001 and above 17 0.12 42860000 53.34

Total 14726 100.00 80353000 100.00

5



6

k) Dematerialisation of Shares :The shares of the company are available for demat and 120400 shares were demated as on 31.03.2013 andthe shares are not traded in any of the Stock Exchanges during the year under review.

l) Plant Location : All the Plants are located in Komarapalayamm) Investor Correspondence : Secretarial Department

Veena Textiles Ltd., 309 Salem Main Road,Komarapalayam - 638 183. Tel : 04288 - 260815Fax : 04288 - 261982 E.mail : [email protected]

n) i) No. of complaints receivedfrom share holders : 3

ii) No. of Complaints Not solved : Niliii) No. of Pending transters : Nil

o) Compliance Officer : Sri K.S. Elavarashen

MANAMANAMANAMANAMANAGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALYSISYSISYSISYSISYSIS

A. IndustrA. IndustrA. IndustrA. IndustrA. Industry Structure & Development :y Structure & Development :y Structure & Development :y Structure & Development :y Structure & Development :

The Textile Industry in India plays a vital role inthe economy. It contributes around 14% to the

industrial Production.

Provides direct and indirect employment to 30

million people.

The export of textile goods constitute around 27%

of the country’s exports. Veena Textiles Ltd continues

to enjoy strong presence in Dhoty and Plain fabric

market.

B. OpporB. OpporB. OpporB. OpporB. Opportunities, Threats & Risks and Concerns :tunities, Threats & Risks and Concerns :tunities, Threats & Risks and Concerns :tunities, Threats & Risks and Concerns :tunities, Threats & Risks and Concerns :

Indian Companies are facing intense

competition from un organised sector with in the

Country and from other Countries like Pakistan, China,

Indonesia and Egypt.

C. Outlook :C. Outlook :C. Outlook :C. Outlook :C. Outlook :

The Company continues to be significant player

in the Plain and Dhoty market and continuously in-

novating new value added products to maintain its

trade name “Veena”.

D. Internal Control System and their adequacy :D. Internal Control System and their adequacy :D. Internal Control System and their adequacy :D. Internal Control System and their adequacy :D. Internal Control System and their adequacy :

The Company has a proper and adequate

internal control system to ensure that all assets are

safeguarded and protected against loss from

unauthorised use or disposition and that transactions

are authorised, recorded and reported correctly.

E. FE. FE. FE. FE. Financial and operational Pinancial and operational Pinancial and operational Pinancial and operational Pinancial and operational Perererererformance :formance :formance :formance :formance :

Please refer, the Board of Directors report on Fi-

nancial Results.

FFFFF. Material Developments in Human R. Material Developments in Human R. Material Developments in Human R. Material Developments in Human R. Material Developments in Human Resources /esources /esources /esources /esources / In- In- In- In- In-

dustrial Rdustrial Rdustrial Rdustrial Rdustrial Relations front :elations front :elations front :elations front :elations front :

The Company recognises the importance andcontribution of its Human Resources for its growth and

development and committed to the development of

its People.

G. CautionerG. CautionerG. CautionerG. CautionerG. Cautionery Statement :y Statement :y Statement :y Statement :y Statement :Statements in the Managements Discussion

and Analysis describing company’s projections, es-timates, expectations or predictions may be “for-ward looking prediction” within the meaning of Secu-rities laws and regulations. Actual results may differfrom such estimates, Projections etc. whether ex-pressed or implied.

8. COMPLIANCE WITH CORPORA8. COMPLIANCE WITH CORPORA8. COMPLIANCE WITH CORPORA8. COMPLIANCE WITH CORPORA8. COMPLIANCE WITH CORPORATE GOTE GOTE GOTE GOTE GOVERNANCEVERNANCEVERNANCEVERNANCEVERNANCENORMSNORMSNORMSNORMSNORMS

The Company has complied with all themandatory requirements of Corporate Governancenorms as enumerated in Clause 49 of the ListingAgreement with Stock Exchanges.

DEMADEMADEMADEMADEMATERIALISATERIALISATERIALISATERIALISATERIALISATIONTIONTIONTIONTIONAs from 02.01.2002, the Company has joined the

dematerialisation process. S K D C Consultants Lim-ited, Kanapathy Towers, 3rd Floor, 1391/A-1, SathyRoad, Ganapathy, Coimbatore - 641 006 have beenappointed as our authorised agents. Our deematidentity no viz INE 728 E 01010. Members are ad-vised to contact their Depository Participants andget their shares dematerialised early.

LISTINGLISTINGLISTINGLISTINGLISTINGOwing to severe financial crunch, there had

been some outstanding in the listing fees to the StockExchanges i.e., Coimbatore, Chennai Mumbai &Ahmedabad and we have explained the circum-stances to the various Stock Exchanges.

PPPPPARTICULARTICULARTICULARTICULARTICULARS OF EMPLARS OF EMPLARS OF EMPLARS OF EMPLARS OF EMPLOOOOOYEESYEESYEESYEESYEESa) No employee of the Company was in receipt ofremuneration during the financial year 2012-2013 inexcess of the sum prescribed under section 217(2A)(a) of the Companies Act, 1956 read withCompanies (particulars of Employees) Rules, 1975.



7

CONSERVCONSERVCONSERVCONSERVCONSERVAAAAATION OF ENERGTION OF ENERGTION OF ENERGTION OF ENERGTION OF ENERGYYYYY, TECHNOL, TECHNOL, TECHNOL, TECHNOL, TECHNOLOGOGOGOGOGYYYYYABSORPTION AND FOREIGN EXABSORPTION AND FOREIGN EXABSORPTION AND FOREIGN EXABSORPTION AND FOREIGN EXABSORPTION AND FOREIGN EXCHANGE EARNINGSCHANGE EARNINGSCHANGE EARNINGSCHANGE EARNINGSCHANGE EARNINGSAND OUTGOAND OUTGOAND OUTGOAND OUTGOAND OUTGO

Information pursuant to Section 217(1)(e) of theCompanies Act, 1956, read with the Companies(Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, is given in the Annexure to thereport.ENVIRONMENT & SAFETYENVIRONMENT & SAFETYENVIRONMENT & SAFETYENVIRONMENT & SAFETYENVIRONMENT & SAFETY

The Company has taken various steps to attainhigh level of safety in all its manufacturing units andwe are happy to inform that there was no untowardincidents during the year under consideration. Strictmeasures were taken to keep the environments cleanand free from pollution.AAAAACKNOWLEDGEMENTCKNOWLEDGEMENTCKNOWLEDGEMENTCKNOWLEDGEMENTCKNOWLEDGEMENT

Your Directors acknowledge the continuedsupport and co-operation from Financial Institutions,Banks, Customers, Vendors and Dealers. Further yourDirectors thank the Shareholders for their continued

confidence in the Company.Your Directors wish to place on record their deep

sense of appreciation for the devoted services of theStaff and Workers of the Company.

For and on behalf of the Board of Directors.Komarapalayam K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen30th May, 2013 Chairman cum ManagingDirector

DECLDECLDECLDECLDECLARAARAARAARAARATIONTIONTIONTIONTIONToMembers of Veena Textiles Ltd.,This is to declare that the Code of Conductenvisaged by the Company for Members of the Boardand Senior Management Personnel have been com-plied with by all the members of the Board and SeniorManagement Personnel of the Company re-spectively.Komarapalayam K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen30th May, 2013 Chairman cum ManagingDirector

ANNEXURE TO DIRECTORS’ REPORTANNEXURE TO DIRECTORS’ REPORTANNEXURE TO DIRECTORS’ REPORTANNEXURE TO DIRECTORS’ REPORTANNEXURE TO DIRECTORS’ REPORTThe Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988.A. CONSERVA. CONSERVA. CONSERVA. CONSERVA. CONSERVAAAAATION OF ENERGTION OF ENERGTION OF ENERGTION OF ENERGTION OF ENERGY AS PRESCRIBED INY AS PRESCRIBED INY AS PRESCRIBED INY AS PRESCRIBED INY AS PRESCRIBED INFORM AFORM AFORM AFORM AFORM A

2012-20132012-20132012-20132012-20132012-2013 2011-20122011-20122011-20122011-20122011-2012a. Power and Fuel Consumption

1. Electricity(a) Purchased

Units Nil NilTotal Amount(Rs.) Nil NilRate / Unit(Rs.) Nil Nil

(b) Own Generation(1) Through diesel

generator Units Nil NilUnits per ltr. of diesel oil Nil NilRate / Unit (Rs.) Nil Nil

(2) Through steamturbine generator Nil Nil

2. Coal Nil Nil3. Furnance Oil Nil Nil4. Others Nil Nil

Rs. Ps. Rs.Ps.(b) Consumption per unit of

ProductionProduct : ElectricityAutomatic Looms / TerryLooms (Per Meter) — —Embroidered Fabrics (Per Meter) Nil NilYarn (Per Kilo Gram) — —

CEO / CFO CCEO / CFO CCEO / CFO CCEO / CFO CCEO / CFO Cererererertificationtificationtificationtificationtificationa) We have reviewed the financial statements and cash flowstatement for the year ended 31st March, 2013 and to thebest of our knowledge and belief:i) these statements do not contain any materially untrue state-ment or omit any material fact or contain statements thatmight be misleading;ii)these statements together present a true and fair view ofthe Company’s affairs and are in compliance with existingAccounting Standards, applica ble laws and regulations.b) To the best of our knowledge and belief, no transactionsentered into by the Company during the year ended 31stMarch, 2013 are fraudulent, illegal or violative of theCompany’s code of conduct.c) We accept responsibility for establishing and maintain-ing internal controls for financial reporting and we have

evaluated the effectiveness of internal control systems of theCompany pertaining to financial reporting. Deficiencies inthe design or operation of such internal controls, if any, ofwhich we are aware have been disclosed to the auditorsand the Audit committee and steps have been taken to rec-tify these deficiencies.d)i)There has not been any significant change in internal con-trol over financial reporting during the year under reference;ii)There has not been any significant change in accountingpolicies during the year requiring disclosre in the notes to thefinancial statements; andiii)We are not aware of any instance during the year of sig-nificant fraud with involvement therein of the managementof any employee having a significant role in the Company’sinternal control system over financial reporting.Komarapalayam K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen K.S. Elavarashen30th May, 2013 Chairman cum ManagingDirector

B. TECHNOLB. TECHNOLB. TECHNOLB. TECHNOLB. TECHNOLOGOGOGOGOGY ABSORPTION AS PRESCRIBED IN FORMY ABSORPTION AS PRESCRIBED IN FORMY ABSORPTION AS PRESCRIBED IN FORMY ABSORPTION AS PRESCRIBED IN FORMY ABSORPTION AS PRESCRIBED IN FORMBBBBB1. Research and Development (R & D)

(a) Specific are as in which R & Dcarried out by the Company : Nil(b) Benefits derived as aresult of the above R & D : Nil(c) Future plan of action : Nil(d) Expenditure on R & D (i) Capital Nil (ii) Recurring Rs. Nil (iii) Total Rs. Nil (iv) Total R&D expenditure

percentage to total turnover Nil

2. Technology Absorption, Adaptation andInnovation.

The Company always keeps itself updated with alllatest technological and consulting experts. Ef-forts are being made to reduce cost and to improveperformance.C. C. C. C. C. FOREIGN EXFOREIGN EXFOREIGN EXFOREIGN EXFOREIGN EXCHANGE EARNINGS AND OUTGOCHANGE EARNINGS AND OUTGOCHANGE EARNINGS AND OUTGOCHANGE EARNINGS AND OUTGOCHANGE EARNINGS AND OUTGO(R(R(R(R(Rupees in ‘000)upees in ‘000)upees in ‘000)upees in ‘000)upees in ‘000)a. Earnings 31-3-201331-3-201331-3-201331-3-201331-3-2013 31-3-201231-3-201231-3-201231-3-201231-3-2012I. Export Sales Nil NilII. Freight & Insurance Nil Nilb. ExpenditureSpares & Accessories purchased Nil Nil


The above Corporate Governance Report has been placed before the Board of Directors at their meeting held on 30.05.2013and the same was approved thereat.

AUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERS

8


For VVVVV.N.G. NA.N.G. NA.N.G. NA.N.G. NA.N.G. NATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATESTESTESTESTESChartered Accountants.

Gopinath M.S.Gopinath M.S.Gopinath M.S.Gopinath M.S.Gopinath M.S.Partner

Membership No. 200608Firm Regn. No. 7159 S

Komarapalayam30th May, 2013





AUDITORS’ CERTIFICAAUDITORS’ CERTIFICAAUDITORS’ CERTIFICAAUDITORS’ CERTIFICAAUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OFTE ON COMPLIANCE OF CONDITIONS OFTE ON COMPLIANCE OF CONDITIONS OFTE ON COMPLIANCE OF CONDITIONS OFTE ON COMPLIANCE OF CONDITIONS OFCORPORACORPORACORPORACORPORACORPORATE GOTE GOTE GOTE GOTE GOVERNANCE CLVERNANCE CLVERNANCE CLVERNANCE CLVERNANCE CLAUSE 49 OF THE LISTING AAUSE 49 OF THE LISTING AAUSE 49 OF THE LISTING AAUSE 49 OF THE LISTING AAUSE 49 OF THE LISTING AGREE-GREE-GREE-GREE-GREE-MENTMENTMENTMENTMENT.....

To the members of Veena Textiles Limited

We have examined the compliance of conditions ofcorporate governance by Veena Textiles Limited, for the yearended on 31st March, 2013 as stipulated in clause 49 ofthe Listing Agreement of the said Company with stockexchanges.The compliance on conditions of CorporateGovernance is the responsibility of the management. Ourexamination was limited to procedures and implementationthere of, adopted by the company for ensuring thecompliance of the conditions of corporate governance. Itis neither an audit nor an expression of opinion on thefinancial statements of the company.

In our opinion and to the best of our information andaccording to the explanations given to us, we certify thatthe Company complied In all material respects with theconditions of corporate governance as stipulated in theabove mentioned Listing agreement.

We state that no investor grievances are pending for a periodexceeding one month against the Company as per therecords maintained by the investors Grievance committee.

We further state that such compliance is neither an assuranceas to the future viability of the Company nor the efficiencyor effectiveness with which the management has conductedthe affairs of the Company.

IIIIINDEPENDENT AUDITORS’ REPORTNDEPENDENT AUDITORS’ REPORTNDEPENDENT AUDITORS’ REPORTNDEPENDENT AUDITORS’ REPORTNDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF VEENA TEXTILES LIMITEDTO THE MEMBERS OF VEENA TEXTILES LIMITEDTO THE MEMBERS OF VEENA TEXTILES LIMITEDTO THE MEMBERS OF VEENA TEXTILES LIMITEDTO THE MEMBERS OF VEENA TEXTILES LIMITED

RRRRReporeporeporeporeport on the Ft on the Ft on the Ft on the Ft on the Financial Statementsinancial Statementsinancial Statementsinancial Statementsinancial Statements

1.We have audited the accompanying financial statementsof VEENA TEXTILES LIMITED(“the company”), whichcomprise the Balance Sheet as at 31st March, 2013, thestatement of Profit and Loss and the Cash Flow statementfor the year then ended, and a summary of the significantaccounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Company’s Management is responsible for thepreparation of these financial statements that give a trueand fair view of the financial posit ion, f inancialper formance and cash flows of the Company inaccordance with the accounting standards referred toin Section 211(3C) of the Companies Act, 1956 (“the Act”)and in accordance with the accounting principlesgenerally accepted in India. This responsibility includesthe design, implementation and maintenance of internalcontrol relevant to the preparation and presentation ofthe financial statements that give a true and fair viewand are free from material misstatement, whether due tofraud or error.

Auditors’ RAuditors’ RAuditors’ RAuditors’ RAuditors’ Responsibilityesponsibilityesponsibilityesponsibilityesponsibility

3. Our responsibility is to express an opinion on these financialaccordance based on our audit. We conducted our auditin accordance with the Standards on Auditing issued bythe Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.

4. An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend onthe auditor’s judgment, including the assessment of the risksof material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’spreparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internalcontrol. An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accounting estimates made by theManagement, as well as evaluating the overall presentationof the financial statements.

5. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.

OpinionOpinionOpinionOpinionOpinion

6. In our opinion and to the best of our information andaccording to the explanations given the information requiredby the Act in the manner so required by the Act in the mannerso required and give a true and fair view in conformity withthe accounting principles generally accepted in India :

(a) in the case of the Balance Sheet, of the state ofaffairs of the Company as at 31st March,2013;

(b) in the case of the Statement of Profit and Loss, ofthe Loss of the Company for the year ended onthat date; and

(c) in the case of the Cash Flow Statement, of the cashflows of the Company for the year ended on thatdate.

RRRRReporeporeporeporeport on Other Lt on Other Lt on Other Lt on Other Lt on Other Legal and Regal and Regal and Regal and Regal and Regulatoregulatoregulatoregulatoregulatory Ry Ry Ry Ry Requirementsequirementsequirementsequirementsequirements

7. As required by the Companies (Auditor’s Report) Order, 2003(“the order issued by the Central Government in terms ofSection 227(4A) of the Act, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5of the Order.

8. As required by Section 227(3) of the Act, we report that :

(a) We have obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.

(c) The Balance Sheet, the statement of Profit and Loss,and the Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the statement ofProfit and Loss, and the Cash Flow statement complywith the Accounting Standards referred to in Section211(3C) of the Act.

(e) On the basis of the written representations receivedfrom the directors as on 31st March,2013 taken onrecord by the Board of Directors, none of the directorsis disqualified as on 31st March,2013 from beingappointed as director in terms of Section 274(1) (g) ofthe Act.

AUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERSAUDITORS’ REPORT TO THE SHAREHOLDERS

9






ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS’REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THEYEAR ENDED 31ST MARCH, 2013 OF VEENA TEXTILES LIMITED

On the basis of such checks as we considered appropriateand In terms of the information and explanations given tous, we state that.

i. (a) The Company has generally maintained properrecords showing particulars, including quantitative detailsand situations of fixed assets :

(b) As explained to us, fixed assets, according to thepractice of the company, are physically verified by themanagement at reasonable intervals in phased verificationprogramme which in our opinion is reasonable, looking tothe size of the company and the nature of its business.According to the information and explanations give to us,discrepancies noticed on physical verification have beenadjusted in the books of account.

(c) The Company has not disposed any fixed assetsduring the year.

ii (a) As explained to us, inventories have been physicallyverified during the year by the management.

(b) The produces explained to us, which are followedby the management for physical verifications of inventories,are in our opinion reasonable and adequate in relation tothe size of the Company and the nature of its business.

(c) On the basis of our examination of the inventoryrecords of the company, we are of the opinion that, theCompany is maintaining proper records of its inventory,Discrepancies which were noticed on physical verificationof inventory as compared to book records, have beenproperly dealt with in the books of account;

iii. The Company has neither granted nor taken any loanssecured or unsecured to /from companies, firms or otherparties covered in the register maintained under Section301 of the Companies Act 1956.

iv. In our opinion and according to the information andexplanations and representations given to us, there aregenerally adequate internal control procedurescommensurate with the size of the company and the natureof its business with regard to purchase of inventory, fixedassets and for sale of goods. During the course of our previousassessment, no major weakness in internal control had cometo our notice;

v. To the best of our knowledge and belief and accordingto the information and explanations given to us, there wereno contracts or arrangements, particulars of which neededto be entered in the Register maintained under Section 301of the Companies Act,1956.

vi. The Company has not accepted any deposits frompublic during the year within the meaning of section 58A ofthe Companies act, 1956 and the rules framed there under.

vii. In our opinion, the Company though not havinginternal audit system but has adequate internal controlcommensurate with its size and nature of its business.

viii. We have broadly reviewed the books of accountsmaintained by the Company pursuant to the rules made bythe Central Government for the maintenance of cost recordsunder section 209(1)(d) of the Companies Act, 1956, withoutcarrying out a detailed examination, and are of the opinionthat prima facie the prescribed accounts and records havebeen maintained.

ix. (a) According to the records of the Company it hasbeen regularly depositing undisputed statutory dues like

Investor Education and and protection Fund, income Tax,Sales Tax, Wealth Tax, Custom duty, Service Tax, CentralExcise duty and Cess and other statutory duties withappropriate authorities. According to the information andexplanations given to us, no undisputed amounts payablein respect of Income Tax, Wealth Tax, Sales Tax, CustomsDuty, Service Tax, Excise Duty and Cess were in arrears as at31st March 2013 for a period more than six months from thedate they become payable.

(b) On the basis of our examination of the documentsand records, there are no disputed statutory dues whichhave not been deposited with the appropriate authoritiesas at 31st March,2013.

x. (i) The accumulated losses at the end of the financialyear has exceeded its 50% of Net worth. (ii) There is cash loss of Rs.0.94 lacs during the yearand there is cash loss Rs.10.75 during the financial yearended 31.03.2012.

xi. The Company has not repaid the dues to the financialInstitutions/Banks/Debenture Holders

Particulars Amount in Lacs Period from WhichOutstanding

IIBI 157.77 1996

xii. As explained to us, the Company has not granted anyloans or advances on the basis of security by way of pledgeof Shares,debentures or any other Securities.

xiii. The provisions of any special statue applicable to chitfund/nidhi/ mutual benefit fund / societies are not applicableto the Company.

xiv. The company is not dealing or trading in shares,securities debuntures and other investments.

xv. According to the information and explanations given tous, and the representations made by the management,the company has not given any guarantee for loans takenby the others from any bank or financial institution.

xvi. On the basis of the records examined by us , and theinformation and explanations given to us the company hasnot obtained any term loan during the year.

xvii. According to the information and explanations givento us and on an overall examination of the Balance Sheetof the Company, we are of the opinion that there are nofunds raised on short-term basis that have been used forlong-term investment.

xviii. According to the information and explanations givento us and the records examined by us, during the year, thecompany has not made preferential allotment of shares toparties and companies covered in the Register maintainedunder Section 301 of the Companies Act, 1956.

xix. On the basis of the records and documents examinedby us, the company has not issued any debentures duringthe year ;

xx. The Company has not raised any money by publicissue, during the year;

xxi. In our opinion and according to the information andexplanations given to us, no material fraud on or by thecompany has been noticed or reported during the courseof our audit.

BALBALBALBALBALANCE SHEET AS ANCE SHEET AS ANCE SHEET AS ANCE SHEET AS ANCE SHEET AS AAAAAT 31ST MARCH 2013T 31ST MARCH 2013T 31ST MARCH 2013T 31ST MARCH 2013T 31ST MARCH 2013

10

NOTES AS AT AS AT NO. 31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)

SOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSI. EQUITY AND LIABILITIESI. EQUITY AND LIABILITIESI. EQUITY AND LIABILITIESI. EQUITY AND LIABILITIESI. EQUITY AND LIABILITIES

1.1.1.1.1. SHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSa) Share Capital 1 80353.00 80353.00b) Reserves & Surplus 2 -10295.19 -9299.91

————————————————————————— —————————————————————————SSSSSub Tub Tub Tub Tub Total - Share holders Fotal - Share holders Fotal - Share holders Fotal - Share holders Fotal - Share holders Fundundundundund 70057.8170057.8170057.8170057.8170057.81 71053.0971053.0971053.0971053.0971053.09

————————————————————————— —————————————————————————2.2.2.2.2. NON CURRENT LIABILITIESNON CURRENT LIABILITIESNON CURRENT LIABILITIESNON CURRENT LIABILITIESNON CURRENT LIABILITIES

a) Long Term Borrowings 3 15777.62 15777.62b) Deferred Tax Liabilities (net)c) Long Term Provisions

————————————————————————— —————————————————————————SSSSSub Tub Tub Tub Tub Total - Non Current Liabilitiesotal - Non Current Liabilitiesotal - Non Current Liabilitiesotal - Non Current Liabilitiesotal - Non Current Liabilities 15777.6215777.6215777.6215777.6215777.62 15777.6215777.6215777.6215777.6215777.62

————————————————————————— —————————————————————————3.3.3.3.3. CURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIES

a) Short Term Borrowingsb) Trade payable 4 1651.94 1520.04c) Other Current Liabilities 5 6502.83 6723.11d) Short Term Provisions 6 600.97 600.97

————————————————————————— —————————————————————————SSSSSub Tub Tub Tub Tub Total - Current Liabilitiesotal - Current Liabilitiesotal - Current Liabilitiesotal - Current Liabilitiesotal - Current Liabilities 8755.748755.748755.748755.748755.74 8844.128844.128844.128844.128844.12

————————————————————————— —————————————————————————TTTTTotal Equity and Liabilitiesotal Equity and Liabilitiesotal Equity and Liabilitiesotal Equity and Liabilitiesotal Equity and Liabilities 94591.1794591.1794591.1794591.1794591.17 95674.8395674.8395674.8395674.8395674.83

————————————————————————— —————————————————————————II. ASSETSII. ASSETSII. ASSETSII. ASSETSII. ASSETS

1.1.1.1.1. NON CURRENT ASSETSNON CURRENT ASSETSNON CURRENT ASSETSNON CURRENT ASSETSNON CURRENT ASSETSa) Fixed Assets

i) Tangible Assets 7 6169.44 7071.23ii) Intangible Assetsiii) Capital Work in Progress

b) Non Current Investments 8 139.80 147.20c) Long Term Loans and Advancesd) Other Non Current Assets

————————————————————————— —————————————————————————SSSSSub Tub Tub Tub Tub Total - Non Current Assetsotal - Non Current Assetsotal - Non Current Assetsotal - Non Current Assetsotal - Non Current Assets 6309.246309.246309.246309.246309.24 7218.437218.437218.437218.437218.43

————————————————————————— —————————————————————————2.2.2.2.2. CURRENT ASSETSCURRENT ASSETSCURRENT ASSETSCURRENT ASSETSCURRENT ASSETS

a) Current Investmentsb) Inventories 9 15810.33 15711.64c) Trade Receivable 1 0 31832.46 31833.74d) Cash and Cash Equivalents 1 1 210.81 85.44e) Short Term Loans and Advances 1 2 40428.33 40825.58f) Other Current Assets

————————————————————————— —————————————————————————SSSSSub Tub Tub Tub Tub Total - Current Assetsotal - Current Assetsotal - Current Assetsotal - Current Assetsotal - Current Assets 88281.9388281.9388281.9388281.9388281.93 88456.4088456.4088456.4088456.4088456.40

————————————————————————— —————————————————————————TTTTTotal Assetsotal Assetsotal Assetsotal Assetsotal Assets 94591.1794591.1794591.1794591.1794591.17 95674.8395674.8395674.8395674.8395674.83

————————————————————————— —————————————————————————


For VVVVV.N.G. NA.N.G. NA.N.G. NA.N.G. NA.N.G. NATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATESTESTESTESTES

Chartered Accountants.

Gopinath M.S.Gopinath M.S.Gopinath M.S.Gopinath M.S.Gopinath M.S.

PartnerMembership No. 200608

Firm Regn. No. 7159 S

K.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenChairman cum Managing Director

RRRRR. V. V. V. V. VelmuruganelmuruganelmuruganelmuruganelmuruganDirector


On Behalf of the Board To be read with our report of even date

PROFIT AND LPROFIT AND LPROFIT AND LPROFIT AND LPROFIT AND LOSS AOSS AOSS AOSS AOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2013CCOUNT FOR THE YEAR ENDED 31ST MARCH 2013CCOUNT FOR THE YEAR ENDED 31ST MARCH 2013CCOUNT FOR THE YEAR ENDED 31ST MARCH 2013CCOUNT FOR THE YEAR ENDED 31ST MARCH 2013

11

NOTES YEAR ENDED YEAR ENDED

NO. 31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)

INCOMEINCOMEINCOMEINCOMEINCOME

Sales (less Returns) 13 2525.85 817.46

Other Income 14 17.83 0.00

————————————————————————— —————————————————————————

TOTTOTTOTTOTTOTALALALALAL 2543.682543.682543.682543.682543.68 817.46817.46817.46817.46817.46

————————————————————————— —————————————————————————

EXPENDITUREEXPENDITUREEXPENDITUREEXPENDITUREEXPENDITURE

Material Consumed 15 0.00 38.82

Purchase of Goods 16 2001.07 772.68

Change in Inventories 17 -98.70 391.37

Employees Benefit and Expenses 18 135.42 112.90

Other Expenses 19 599.06 574.50

Finance Charges 20 0.32 1.81

————————————————————————— —————————————————————————

TOTTOTTOTTOTTOTALALALALAL 2637.172637.172637.172637.172637.17 1892.081892.081892.081892.081892.08

————————————————————————— —————————————————————————

PROFIT BEFORE DEPRECIAPROFIT BEFORE DEPRECIAPROFIT BEFORE DEPRECIAPROFIT BEFORE DEPRECIAPROFIT BEFORE DEPRECIATIONTIONTIONTIONTION -93.49 -1074.62

Depreciation 901.79 944.17

————————————————————————— —————————————————————————

PROFIT / - (LPROFIT / - (LPROFIT / - (LPROFIT / - (LPROFIT / - (LOSS) BEFORE TOSS) BEFORE TOSS) BEFORE TOSS) BEFORE TOSS) BEFORE TAXAXAXAXAX -995.28 -2018.79

Provision for Taxation 0.00 0.00

0.00 0.00

————————————————————————— —————————————————————————

PROFIT / - (LOSS) AFTER TPROFIT / - (LOSS) AFTER TPROFIT / - (LOSS) AFTER TPROFIT / - (LOSS) AFTER TPROFIT / - (LOSS) AFTER TAXAXAXAXAX -995.28-995.28-995.28-995.28-995.28 -2018.79-2018.79-2018.79-2018.79-2018.79

————————————————————————— —————————————————————————

Basic and diluted earning per share of face value of Rs.10/- each -0.12 -0.25


For VVVVV.N.G. NA.N.G. NA.N.G. NA.N.G. NA.N.G. NATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATESTESTESTESTES

Chartered Accountants.


Membership No. 200608


K.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenChairman cum Managing Director

RRRRR. V. V. V. V. VelmuruganelmuruganelmuruganelmuruganelmuruganDirector


On Behalf of the Board To be read with our report of even date

NOTES ON ANOTES ON ANOTES ON ANOTES ON ANOTES ON ACCOUNTSCCOUNTSCCOUNTSCCOUNTSCCOUNTS


13

SIGNIFICANT ASIGNIFICANT ASIGNIFICANT ASIGNIFICANT ASIGNIFICANT ACCOUNTING POLICIESCCOUNTING POLICIESCCOUNTING POLICIESCCOUNTING POLICIESCCOUNTING POLICIES

1. The Accounts are prepared on Historical Cost and on

accrual basis except those mentioned elsewhere in the

report.

2.2.2.2.2. FIXED ASSETS.FIXED ASSETS.FIXED ASSETS.FIXED ASSETS.FIXED ASSETS.

Fixed Assets are stated at cost inclusive of all direct

expenditure.

3.3.3.3.3. DEPRECIADEPRECIADEPRECIADEPRECIADEPRECIATIONTIONTIONTIONTION

Depreciation has been provided as under :

a. For the assets purchased on or before 31.03.1993

written down value method and

b. For the assets purchased on or after 1.04.1993

straight line method : - at the rates specified in

t h e

schedule XIV of the Companies Act, 1956.

4. INVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTS : Investment are stated at cost.

5. INVENTORIESINVENTORIESINVENTORIESINVENTORIESINVENTORIES :

The bought out items such as basic cloth for embroidery,

dyes and chemicals, packing materials, stores, and yarn

have been valued at cost adopting FIFO method.

Semifinished and production excluding basic cloth

portion have been valued at average cost.

6. SALES : SALES : SALES : SALES : SALES : Sales include trading and jobwork activities.

7. GRAGRAGRAGRAGRATUITYTUITYTUITYTUITYTUITY

Gratuity provision has been made in the books in respect

of gratuity payable to employees based on

a c t u a r i a l

valuation. Reconcilation of opening and closing

balances of the present value of the defined

benefit obligation.

Rs.

Obligation at period beginning 56,224

Service Cost -------

Interest on Defined benefit obligation -------

Benefits settled (expected) -------

Actuarial (gain) / Loss -------

Past Service Cost -------

Obligation at period end 56,224

8. BONUSBONUSBONUSBONUSBONUS

Bonus has been paid on calendar year basis.

9. FOREIGN CURRENCY TRANSLFOREIGN CURRENCY TRANSLFOREIGN CURRENCY TRANSLFOREIGN CURRENCY TRANSLFOREIGN CURRENCY TRANSLAAAAATIONTIONTIONTIONTION

All payments made in foreign currency are translated

into rupees at the rate at which it is debited by the bank.

Export sales are transtated at the rate prevalling on the

date of sale. Balances in the form of Current Assets and

Current Liabilities outstanding at the close of the year,

are converted in Indian currency at the appropriate rates

of exchange prevalling at the date of the Balance Sheet.

10. PUBLIC ISSUE AND RIGHTS ISSUE EXPENSESPUBLIC ISSUE AND RIGHTS ISSUE EXPENSESPUBLIC ISSUE AND RIGHTS ISSUE EXPENSESPUBLIC ISSUE AND RIGHTS ISSUE EXPENSESPUBLIC ISSUE AND RIGHTS ISSUE EXPENSES

This expenses is amortised over a period of Ten Years.

NOTES ON ANOTES ON ANOTES ON ANOTES ON ANOTES ON ACCOUNTSCCOUNTSCCOUNTSCCOUNTSCCOUNTS

AS AT AS AT

31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)

NOTE : 1NOTE : 1NOTE : 1NOTE : 1NOTE : 1

CAPITCAPITCAPITCAPITCAPITALALALALAL

A. Authorised

1,00,00,000 Equity Shares of Rs. 10/- each 100000.00 100000.00

————— —————

B. Issued

80,36,600 Equity Shares of Rs. 10/- each 80366.00 80366.00

————— —————

C. Subscribed & Fully Paid-up

80,35,300 Equity Shares of Rs. 10/- each 80353.00 80353.00

————————————————————————— —————————————————————————

(Includes 1,89,000 Equity Shares

allotted as fully paid up by way of

Bonus Shares by Capitalisation of Reserves.)

(Rights issue of 1300 equity shares of Rs. 10/- each kept in

abeyance on account of Court order due to loss

of share certificates)

12

CASH FLCASH FLCASH FLCASH FLCASH FLOW STOW STOW STOW STOW STAAAAATEMENT FOR THE YEAR ENDED 31ST MARCH 2013TEMENT FOR THE YEAR ENDED 31ST MARCH 2013TEMENT FOR THE YEAR ENDED 31ST MARCH 2013TEMENT FOR THE YEAR ENDED 31ST MARCH 2013TEMENT FOR THE YEAR ENDED 31ST MARCH 2013

Year Ended Year Ended31-03-2013 31-03-2012

Rs. (‘000) Rs.(‘000)

A.A.A.A.A. CASH FLCASH FLCASH FLCASH FLCASH FLOW FROM OPERAOW FROM OPERAOW FROM OPERAOW FROM OPERAOW FROM OPERATING ACTIVITIESTING ACTIVITIESTING ACTIVITIESTING ACTIVITIESTING ACTIVITIESProfit before tax -995.28 -2018.79Adjustments for :Depreciation 901.79 944.17Interest Charged 0.00 0.00Loss on sale of fixed assets 0.00 0.00Profit on sale of fixed assets 0.00 0.00Issue expenses written off 0.00 0.00Expenses relating to earlier year 0.00 0.00

——————— ———————Operating profit before operating capital charges -93.49 -1074.62Adjusted for :Inventories -98.69Trade receivable 1.28Loans and Advances 397.25Liabilities -88.38

(excludes interest payable) 211.46 765.78——————— ———————

Cash generated from operations 117.97 -308.84Interest paid 0.00 0.00Cash from operating activities 117.97 -308.84Direct taxes refund / (paid) net 0.00 0.00

Net Cash generated from operating activities 117.97 -308.84

B.B.B.B.B. CASH FLCASH FLCASH FLCASH FLCASH FLOW FROM INVESTMENT ACTIVITIESOW FROM INVESTMENT ACTIVITIESOW FROM INVESTMENT ACTIVITIESOW FROM INVESTMENT ACTIVITIESOW FROM INVESTMENT ACTIVITIES

Purchase of fixed assets 0.00 0.00Sale of fixed assets 0.00 0.00Inter corporate deposit 0.00 0.00Sale of Investments 7.40 0.00

Cash generated from Investment activities 7.40 0.00

C.C.C.C.C. CASH FLCASH FLCASH FLCASH FLCASH FLOW FROM FINANCE ACTIVITIESOW FROM FINANCE ACTIVITIESOW FROM FINANCE ACTIVITIESOW FROM FINANCE ACTIVITIESOW FROM FINANCE ACTIVITIES

Dividend paid 0.00 0.00Interest Paid 0.00 0.00Net decrease in secured loan 0.00 0.00

Cash Generated from Financing Activities 0.00 0.00

Net cash and cash equivalents (A+B+C) 125.37 -308.84

Opening balance of cash and cash equivalents 85.44 394.28Closing balance of cash and cash equivalents 210.81 85.44

125.37 -308.84

For and on Behalf of the Board

K.S. Elavarashen R. VelmuruganChariman cum Managing Director Director

AUDITORS’ CERTIFICAAUDITORS’ CERTIFICAAUDITORS’ CERTIFICAAUDITORS’ CERTIFICAAUDITORS’ CERTIFICATETETETETEWe have verified the above cash flow statment of Veena Textiles Limited derived from the audited annual financial statementsfor the year ended 31st Martch 2013, and found the same to be drawn in accordance therewith and also with the require-ments of Clause 32 of the listing agreements with stock exchanges.

For VVVVV.N.G. NA.N.G. NA.N.G. NA.N.G. NA.N.G. NATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATES,TES,TES,TES,TES,Chartered Accountants,


Membership No. 200608 Firm Regn. No. 7159 S



14

NOTES ON ANOTES ON ANOTES ON ANOTES ON ANOTES ON ACCOUNTS (CCCOUNTS (CCCOUNTS (CCCOUNTS (CCCOUNTS (Contd.)ontd.)ontd.)ontd.)ontd.)


IIBI has filed an application before the Debt recovery Tri-

bunal Chennai. IIBI in their petition on 28th Sept.1999 has

claimed an amount of Rs.19977619 as due on the date of

petition. No provision for interest has been made for the pe-

riod after 28th Sept.1999. An amount of Rs.41.02 lacs has

been deposited in court towards settlement as per Mumbai

Debt Recovery Tribunal order dt.9.11.2004. The same is clas-

sified under Loans and Advances. ————— —————

15777.62 15777.62

————— —————


SECURED LSECURED LSECURED LSECURED LSECURED LOOOOOANSANSANSANSANS

TTTTTerm Lerm Lerm Lerm Lerm Loan from IIBIoan from IIBIoan from IIBIoan from IIBIoan from IIBI

Secured by paripassu charge along with ICICI against 15777.62 15777.62

whole of the immovable properties of the Company

including movable plant & machinery of the Company,

and second charge on the inventories & Book debts

of the company and also personally guaranteed by the

Managing Director

AS AT AS AT

31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)


RESERVES & SURPLRESERVES & SURPLRESERVES & SURPLRESERVES & SURPLRESERVES & SURPLUSUSUSUSUS

1. Share Premium Account 39636.00 39636.00

2. General Reserve 48802.52 48802.52

3. Profit and Loss Accounct

Opening Balance -97738.43 -95719.64

Less : Loss during the year -995.28 -2018.79

————————————————————————— —————————————————————————

Closing Balance -98733.71 -97738.43

————————————————————————— —————————————————————————

Total -----10295.1910295.1910295.1910295.1910295.19 -----9299.919299.919299.919299.919299.91

————————————————————————— —————————————————————————

Share holding of share holders holding AS AT AS AT

more than 5% of shares 31-03-2013 31-03-2012

SHARE HOLDING OF SHARE HOLDERS HOLDING No. of % of No. of % of

MORE THAN 5% OF SHARES Shares Holding Shares Holding

Unit Trust of India ( A/c Vecaus-II ) 5,00,000 6.22 5,00,000 6.22


15


AS AT AS AT31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)

As per Form 8 filed with ROC dated 09.02.2011

All the Charges regarding the Company have been assigned

by Industrial Investment Bank of India Ltd (IIBI) in favour of

M/s. IFCI Ltd on execution of deed of assignment dated 25th

May 2011, the charge is modified in favour of IFCI Ltd.,

IFCI tower, 61, Nehru Palace, New Delhi - 110019 from

M/s. Industrial Investment Bank of India Ltd.

The above changes have been made without intimation

to the company.


TRADE PTRADE PTRADE PTRADE PTRADE PAAAAAYYYYYABLES :ABLES :ABLES :ABLES :ABLES :

Trade Micro, Small, Medium Enterprises* — —

Trade Others 1651.94 1520.04

————————————————————————— —————————————————————————

1651.941651.941651.941651.941651.94 1520.041520.041520.041520.041520.04

————————————————————————— —————————————————————————

* under the Micro, Small and Medium Enterprises Development Act, 2006 read with Notification No. 8/7/2006 - CDN dt. 17.05.2007

certain disclosures are required relating to Micro, Small, Medium Enterprises, Since the relevant information as called for has

not been received, no disclosures have been made in the accounts.

AS AT AS AT31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)


OTHER CURRENT LIABILITIES :OTHER CURRENT LIABILITIES :OTHER CURRENT LIABILITIES :OTHER CURRENT LIABILITIES :OTHER CURRENT LIABILITIES :

Expenses 4449.26 4669.54

Other Liabilities 1063.25 1063.25

Customers’ Credit Balances 990.32 990.32————————————————————————— —————————————————————————

6502.836502.836502.836502.836502.83 6723.116723.116723.116723.116723.11————————————————————————— —————————————————————————


B)B)B)B)B) SHORT TERM PROSHORT TERM PROSHORT TERM PROSHORT TERM PROSHORT TERM PROVISIONSVISIONSVISIONSVISIONSVISIONS

Provision for Taxation 544.75 544.75

Provision for Gratuity 56.22 56.22————————————————————————— —————————————————————————

600.97600.97600.97600.97600.97 600.97600.97600.97600.97600.97————————————————————————— —————————————————————————

16

NO

TE F

ORM

ING

N

OTE

FO

RM

ING

N

OTE

FO

RM

ING

N

OTE

FO

RM

ING

N

OTE

FO

RM

ING

PPPP PA

RT

OF B

AL

ART

OF B

AL

ART

OF B

AL

ART

OF B

AL

ART

OF B

AL A

NC

E S

HEET

AN

CE S

HEET

AN

CE S

HEET

AN

CE S

HEET

AN

CE S

HEET

NO

TE :

Ma

chin

erie

s, E

lec

tric

al M

ac

hin

erie

s, O

ffic

e E

quip

me

nts

an

d V

ehic

les

inc

lud

e tho

se a

cq

uire

d u

nd

er

Hire

Purc

ha

se S

che

me

.

NO

TE :

7N

OTE

: 7

NO

TE :

7N

OTE

: 7

NO

TE :

7

FIX

ED

ASSETS

FIX

ED

ASSETS

FIX

ED

ASSETS

FIX

ED

ASSETS

FIX

ED

ASSETS

VEEN

A T

EX

TIL

ES L

IMIT

ED

VEEN

A T

EX

TIL

ES L

IMIT

ED

VEEN

A T

EX

TIL

ES L

IMIT

ED

VEEN

A T

EX

TIL

ES L

IMIT

ED

VEEN

A T

EX

TIL

ES L

IMIT

ED

KO

MA

RA

PA

LA

YA

M -

638 1

83

Sl.

No

.PA

RTI

CULA

RS

CO

STD

EPREC

IATI

ON

NET

BLO

CK

Co

st

As

on

01.0

4.2

012

Ad

ditio

ns

durin

g

the

ye

ar

Sale

s /

ad

j

durin

g

the

ye

ar

Co

st

As

on

31.0

3.2

013

Pro

vis

ion

Up

to

31.0

3.2

012

Pro

vis

ion

durin

g the

ye

ar

Ad

just

me

nt

durin

g the

ye

ar

Tota

l

up

to

31.0

3.2

013

W.D

.V.

as

at

31.0

3.2

013

W.D

.V.

as

at

31.0

3.2

012

A.

LAN

DA

L697.9

40.0

00.0

0697.9

40.0

00.0

00.0

00.0

0697.9

4697.9

4

B.

BUIL

DIN

GA

B10,4

72.0

60.0

00.0

010,4

72.0

66,4

28.2

2319.7

00.0

06,7

47.9

23,7

24.1

44,0

43.8

4

C.

MA

CH

INERIE

SA

C7,3

59.5

50.0

00.0

07,3

59.5

56,8

91.1

2102.2

50.0

06,9

93.3

7366.1

8468.4

3

D.

FAC

TORY E

QUIP

MEN

TSA

D187.8

00.0

00.0

0187.8

0168.6

84.9

00.0

0173.5

814.2

219.1

2

E.

ELEC

TRIC

AL

MAC

HIN

ERIE

SA

E10,0

78.2

30.0

00.0

010,0

78.2

38,3

68.0

6388.0

50.0

08,7

56.1

11,3

22.1

21,7

10.1

7

F.FU

RN

ITURE A

ND

FIT

TIN

GS

AF

363.1

00.0

00.0

0363.1

0358.9

40.9

40.0

0359.8

83.2

24.1

6

G.

OFF

ICE E

QUIP

MEN

TSA

O2,4

71.0

90.0

00.0

02,4

71.0

92,3

43.6

085.9

50.0

02,4

29.5

541.5

4127.4

9

H.

VEH

CLE

SAV

1,4

32.7

70.0

00.0

01,4

32.7

71,4

32.6

90.0

00.0

01,4

32.6

90.0

80.0

8

I.LI

VE S

TOC

KA

S0.0

00.0

00.0

00.0

00.0

00.0

00.0

00.0

00.0

00.0

0

TOTA

L33,0

62.5

40.0

00.0

033,0

62.5

425,9

91.3

1901.7

90.0

026,8

93.1

06,1

69.4

47,0

71.2

3


17


AS AT AS AT31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)


INVESTMENTS (AINVESTMENTS (AINVESTMENTS (AINVESTMENTS (AINVESTMENTS (AT COST)T COST)T COST)T COST)T COST)

TRADETRADETRADETRADETRADE

100 Equity Shares of Rs. 10/- each in S.S.M. Brothers Limited,

Komarapalayam fully paid up (Unquoted) 0.00 1.85

13820 Equity Shares of Rs. 10/- each in Tan India Limited,

Komarapalayam fully paid-up (quoted) 139.80 139.80

(Market Value : Not traded)

500 Equity Shares of Rs. 10/- each in Superfine Bleaching

Company Ltd, Komarapalayam (Unquoted) 0.00 5.00

OTHERSOTHERSOTHERSOTHERSOTHERS

5 Equity Shares of Rs. 10/- each in the Salem Co-operative

Super Market, Salem - 1 (Unquoted) 0.00 0.05

50 Equity Shares of Rs. 10/- each in the S.S.M. Group Employees

Co-operative Stores Limited (Unquoted) 0.00 0.50

————————————————————————— —————————————————————————

139.80139.80139.80139.80139.80 147.20147.20147.20147.20147.20

————————————————————————— —————————————————————————


INVENTORIESINVENTORIESINVENTORIESINVENTORIESINVENTORIES

(Valued as certified by the Management)

i) Cotton, PC Fibre, Artsilk Yarn etc. 0.00 0.00

(Raw Materials - at cost)

ii) Work-in-progress - at cost 2264.56 2264.56

and at average cost

iii) Finished Goods 13545.77 13447.08

(at cost and at average cost)

iv) Stores, Spares 0.00 0.00

consumables etc - at cost

———————————————————— —————————————————————————

15810.3315810.3315810.3315810.3315810.33 15711.6415711.6415711.6415711.6415711.64

———————————————————— —————————————————————————


18


AS AT AS AT31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)


TRADE RECEIVTRADE RECEIVTRADE RECEIVTRADE RECEIVTRADE RECEIVABLES :ABLES :ABLES :ABLES :ABLES :

SundrSundrSundrSundrSundry Debtors (Unsecured)y Debtors (Unsecured)y Debtors (Unsecured)y Debtors (Unsecured)y Debtors (Unsecured) - considered good

i) Debts outstanding for a period exceeding six months 31823.04 31823.04

(The above includes debts due by concerns in which directors

are interested Rs. 25151122.78

(Previous Year : Rs. 25151122.78)]

ii) Other Debts 9.42 10.70

———————————————————— —————————————————————————

31832.4631832.4631832.4631832.4631832.46 31833.7431833.7431833.7431833.7431833.74

———————————————————— —————————————————————————


CASH AND BANK EQUIVCASH AND BANK EQUIVCASH AND BANK EQUIVCASH AND BANK EQUIVCASH AND BANK EQUIVALENTSALENTSALENTSALENTSALENTS

i) Cash on hand 42.54 26.29

ii) Balance with scheduled Banks

a) In current account 168.27 59.15

———————————————————— —————————————————————————

210.81210.81210.81210.81210.81 85.4485.4485.4485.4485.44

———————————————————— —————————————————————————


LLLLLOOOOOANS AND ADANS AND ADANS AND ADANS AND ADANS AND ADVVVVVANCESANCESANCESANCESANCES

Advances Recoverable in Cash

or in kind for which value to be received :

Advances for Purchase of Goods 3795.94 3795.94

Staff Advances 19.00 19.00

Leaserent and Rental 2073.00 2073.00

Prepaid Expenses 0.17 0.17

Receivables 29324.69 29571.94

Inter Corporate Deposit 0.00 0.00

Others etc. 5215.53 5365.53

-Unsecured Considered good ————————————————————————— —————————————————————————

(Include amount due by concerns 40428.3340428.3340428.3340428.3340428.33 40825.5840825.5840825.5840825.5840825.58

in which Directors are ————————————————————————— —————————————————————————

Interested Rs. 4757198.62

(Previous Year : 4757198.62)]


19


YEAR ENDED YEAR ENDED31-03-2013 31-03-2012

RS. (‘000) RS. (‘000)


SALES OF PRODUCTS AND SERVICESSALES OF PRODUCTS AND SERVICESSALES OF PRODUCTS AND SERVICESSALES OF PRODUCTS AND SERVICESSALES OF PRODUCTS AND SERVICES

Embroidered Cloth 243.39 38.63

Plain Cloth 1840.17 679.53

Dhothies & Others 442.29 99.30

Yarn Sales 0.00 0.00

Tape 0.00 0.00

Cotton & Waste Cotton 0.00 0.00

Embroidery Charges Received 0.00 0.00

Conversion & Warping Charges Received 0.00 0.00

—————————————————————————————— —————————————————————————

2525.852525.852525.852525.852525.85 817.46817.46817.46817.46817.46

—————————————————————————————— —————————————————————————


OTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOME

Interest Receipts from

Banks and Others 0.00 0.00

Profit on sale of Fixed Assets 0.00 0.00

Miscellaneous and other Receipts 17.83 0.00

————————————————————————— —————————————————————————

17.8317.8317.8317.8317.83 0.000.000.000.000.00

————————————————————————— —————————————————————————


COST OF MACOST OF MACOST OF MACOST OF MACOST OF MATERIALS CONSUMEDTERIALS CONSUMEDTERIALS CONSUMEDTERIALS CONSUMEDTERIALS CONSUMED

Opening Stock 0.00 38.82

Add : Purchase

Artsilk Yarn 0.00 0.00

Dyes & Chemicals 0.00 0.00

Cotton 0.00 0.00

PC Fibre 0.00 0.00

0.00 0.00

0.00 0.00

————— —————

0.00 38.82

Less : Closing Stock 0.00 0.00

————————————————————————— —————————————————————————

0.000.000.000.000.00 38.8238.8238.8238.8238.82

————————————————————————— —————————————————————————

20




RS. (‘000) RS. (‘000)


COST OF PURCHASE OF GOODSCOST OF PURCHASE OF GOODSCOST OF PURCHASE OF GOODSCOST OF PURCHASE OF GOODSCOST OF PURCHASE OF GOODS

PURCHASESPURCHASESPURCHASESPURCHASESPURCHASES

Cotton Yarn 0.00 0.00

Plain Fabrics 1484.13 627.24

Embroidered Fabrics 17.00 49.09

Dhothies etc. 499.94 96.35

————————————————————————— —————————————————————————

2001.072001.072001.072001.072001.07 772.68772.68772.68772.68772.68

————————————————————————— —————————————————————————


INCREASE IN STOCKINCREASE IN STOCKINCREASE IN STOCKINCREASE IN STOCKINCREASE IN STOCK

Stock at Commencement

Finished Goods 13447.07 13838.44

Work-in-progress 2264.56 2264.56

————— —————

15711.63 16103.00

————— —————

Stock At Close

Finished Goods 13545.77 13447.07

Work-in-progress 2264.56 2264.56

————————————————————————— —————————————————————————

15810.3315810.3315810.3315810.3315810.33 15711.6315711.6315711.6315711.6315711.63

————————————————————————— —————————————————————————

Increase in Stock 98.70 -391.37

————— —————


EMPLEMPLEMPLEMPLEMPLOOOOOYEE BENEFIT EXPENSESYEE BENEFIT EXPENSESYEE BENEFIT EXPENSESYEE BENEFIT EXPENSESYEE BENEFIT EXPENSES

Salaries, Wages and Bonus 135.42 112.90

Contribution to Provident and Other Funds 0.00 0.00

Staff Welfare Expenses 0.00 0.00

————————————————————————— —————————————————————————

135.42135.42135.42135.42135.42 112.90112.90112.90112.90112.90

————————————————————————— —————————————————————————

21




RS. (‘000) RS. (‘000)


OTHER EXPENSESOTHER EXPENSESOTHER EXPENSESOTHER EXPENSESOTHER EXPENSES

Central Excise Duty 0.00 0.00

Purchase Tax & Cess - Cotton Purchase 0.00 0.00

Processing Charges 0.00 0.00

Sizing Expenses 0.00 0.00

Cone Winding Charges 0.00 0.00

Bleaching & Dyeing Charges 0.00 0.00

Folding Charges 0.00 0.00

Electric Power & Generator Expenses 0.00 0.00

Leaserent for Machinery 0.00 0.00

Rent for Building 40.40 22.00

Insurance 0.00 1.28

Machinery Upkeep etc. 0.00 0.00

Repairs to Buildings 0.00 0.00

Printing & Stationery 80.39 80.37

Lighting Expenses 9.26 8.49

Freight, Cartage & Packing Materials 7.30 6.12

Travelling Expenses 41.45 67.63

Rent Rates and Taxes 36.93 15.60

Postage, Telegram & Telephone 80.82 61.51

Managerial Remuneration 0.00 0.00

Sitting Fees 5.00 5.00

Auditors Remuneration

Audit fees (Includes service tax) 25.00 25.00

Taxation 0.00 0.00

Trade Discount Brokerage & Turnover Bonus 0.00 0.00

Legal Fees and Expenses 0.00 2.00

Consulting and Other fees 76.59 48.80

Vehicle Maintenance 0.00 0.00

Agents Commission 0.00 0.00

Sales Promotion Expenses 0.00 0.00

Advertisement 34.91 32.67

Entry Tax (Sales Tax) 0.00 1.31

Loss on Sale of Fixed Assets 0.00 0.00

Bad Debts 0.00 0.00

General Expenses 161.01 196.72

————————————————————————— —————————————————————————

599.06599.06599.06599.06599.06 574.50574.50574.50574.50574.50

————————————————————————— —————————————————————————

22




RS. (‘000) RS. (‘000)


FINANCE CHARGESFINANCE CHARGESFINANCE CHARGESFINANCE CHARGESFINANCE CHARGES

Interest on Secured Loan 0.00 0.00

Interest on Unsecured Loan 0.00 0.00

Interest on Others 0.00 0.00

Bank Charges 0.32 1.81

————————————————————————— —————————————————————————

0.320.320.320.320.32 1.811.811.811.811.81

————————————————————————— —————————————————————————


VVVVValue of stores and spares consumed :alue of stores and spares consumed :alue of stores and spares consumed :alue of stores and spares consumed :alue of stores and spares consumed :

1. Imported - value — —

(Percentage)

2. Indigenous - Value — —

(Percentage)


Expenditure in FExpenditure in FExpenditure in FExpenditure in FExpenditure in Foreign Currencyoreign Currencyoreign Currencyoreign Currencyoreign Currency — —


Earnings in FEarnings in FEarnings in FEarnings in FEarnings in Foreign Currencyoreign Currencyoreign Currencyoreign Currencyoreign Currency — —


Managerial RManagerial RManagerial RManagerial RManagerial Remunerationemunerationemunerationemunerationemuneration — —

( Managing Director’s Remunaration has not been paid

during the year due to financial constraint. Last year

remunaration paid was for the month )


Estimated amount of contract remaining to be

executed on capital account and not provided for NIL NIL

23




1. Disclosure of related party transactions.

Names of related parNames of related parNames of related parNames of related parNames of related parties and description of relationshipties and description of relationshipties and description of relationshipties and description of relationshipties and description of relationship

1. Subsidiaries : none

2. Associates : none

3. Key management personnel (KMP)

Shri K.S. Elavarashen, Chairman cum Managing

Director

4. Enterprises with common key management personnel

K.S. Elavarashen (Ind)

K.S. Elavarashen (Huf)

5. Enterprises in which key management Personnel and their

relatives have Significant influence

E. Pushpa (Ind)

KPE Ravindran (Ind)

Superfine Bleaching Company Ltd

6. Relatives of key management personnel.

E. Pushpa, Wife of K.S. Elavarashen

K.P.E. Ravindran Son of K.S. Elavarashen

Rs. (000’s)

Sl Particulars KMP Relative

No. KMP

Transactions for the year ended 31.03.2013

1. Purchases — —

2. Sales — —

3. Rent paid — —

4. Services Received — —

7. Services Rendered — —

8. Remuneration paid — —

9. Rent Received — —

Outstanding as on 31.03.2012

1. Advances 4757.20 4757.20

2. Creditors — —

24




Confirmation of balances in respect of some of the

Sundry Debtors, stock with outsiders, Loans and Advances

and Sundry creditors are not available.


Since the Company operates in a single segment i.e.

Textile Fabrics, Accounting Standard (As)17- “Segment

Reporting” issued by The Institute of Chartered

Accountants of India is not applicable.


The Company has unabsorbed and carried forward

losses under Tax laws. In absence of virtual certainty of

sufficient future taxable income, net deffered assets has

not been recognised by way of prudence in accordance

with Accounting Standard. (AS)22 - “Accounting for Taxes

on Income” issued by The Institute of Chartered

Accountants of India.


The Company is a potentially sick industrial company

within the meaning of Section 23(1) of Sick Industrial

Companies (Special Provisions) Act 1985 and it has been

informed to BIFR vide letter dt. 3.11.2003.


Previous year’s figures have been regrouped and

rearranged whereever necessary.

On Behalf of the Board

K.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. ElavarashenK.S. Elavarashen RRRRR. V. V. V. V. Velmuruganelmuruganelmuruganelmuruganelmurugan

Chairman cum Managing Director Director

Komarapalayam

30th May, 2013

To be read with our report of even

date

FOR VFOR VFOR VFOR VFOR V.N.G. NA.N.G. NA.N.G. NA.N.G. NA.N.G. NATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATH ASSOCIATESTESTESTESTES

Chartered Accountants


Membership No. 200608


VEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDRRRRRegd. Office : 309, Salem Main Regd. Office : 309, Salem Main Regd. Office : 309, Salem Main Regd. Office : 309, Salem Main Regd. Office : 309, Salem Main Road, Koad, Koad, Koad, Koad, Komarapalayam - 638 183.omarapalayam - 638 183.omarapalayam - 638 183.omarapalayam - 638 183.omarapalayam - 638 183.

AAAAATTENDTTENDTTENDTTENDTTENDANCE SLIPANCE SLIPANCE SLIPANCE SLIPANCE SLIP46th Annual General Meeting on 27th September, 2013

Regd. Folio No. / Client ID No.

Name of Shareholder :

I certify. that I am registered shareholder / proxy for the registered shareholder of the Com-

pany. I hereby record my presence at the 46th Annual General Meeting of the Company held on

Friday, the 27th September, 2013 at 10.00 a.m. at 11F Gandhipuram,Komarapalayam - 638 183.

—————————————— ——————————————

Proxy’s name in Block Letters Member’s/Proxy’s Signature

Notes :

Shareholders / proxy holders are requested to bring the attendance slips with them when they

come to the Meeting and hand them over at the entrance after signing the same.

VEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITEDVEENA TEXTILES LIMITED309, SALEM MAIN RO309, SALEM MAIN RO309, SALEM MAIN RO309, SALEM MAIN RO309, SALEM MAIN ROAD, KOMARAPAD, KOMARAPAD, KOMARAPAD, KOMARAPAD, KOMARAPALALALALALAAAAAYYYYYAM - 638 183.AM - 638 183.AM - 638 183.AM - 638 183.AM - 638 183.

PROPROPROPROPROXY FORMXY FORMXY FORMXY FORMXY FORM

I/We__________________________________________________________________________________

of_______________________________in the District of__________________________________________

being a member / members of the above named Company hereby appoint __________________

_____________________________________________ of ________________________________________

in the District of ____________________________________ or failing him ______________________of

in the District of ___________________________________________________________________________

as my/ our proxy to vote for me/us on my/our behalf at the 46th Annual General Meeting of the

Company to be held on Friday, the 27th September, 2013 at 11F Gandhipuram, Komarapalayam,

at 10.00 a.m. and at any adjournment thereof.

Signed this ____________________________________day of __________________________2013

Signature____________________ ———————————

Regd. Folio No. / Client ID No. :

Note : This form in order to be effective should be duly stamped, completed and signed and

must be deposited with the Company’s Registered Office, not less than 48 hours before

the meeting.

AFFIX

1 RUPEE

REVENUE

STAMP

$

$

$$

Documents

VEENA TEXTILES LIMITED€¦ · Expertise in specific Having experience functional area in Textile Trade Details of other directorship Nil Details of the Committee and Membership status