REPORT ON CORPORATE GOVERNANCE

Particulars

Clause 49 of
Listing
Agreement

Compliance
Status
Yes / No

Remarks

 

 

 

 

I Board of Directors

49 I

 

 

(A) Composition of Board

49(I) (A)

Yes

 

(B) Non-executive Directors’ compensation & disclosures

49 (I) (B)

Yes

 

(C) Other provisions as to Board and Committees

49 (I) (C)

Yes

 

D) Code of Conduct

49 (I) (D)

Yes

 

II. Audit Committee

49 (II)

 

 

(A)Qualified & Independent Audit Committee

49 (II) (A)

Yes

 

(B)Meeting of Audit Committee

49 (II) (B)

Will be complied from the date of listing

 

(C)Powers of Audit Committee

49 (II) (C)

Yes

 

(D)Role of Audit Committee

49 (II) (D)

Yes

 

(E)Review of Information by Audit Committee

49 (II) (E)

Yes

 

III. Subsidiary Companies

49 (III)

No

 

IV. Disclosures

49 (IV)

NA

 

(A)Basis of related party transactions

49 (IV) (A)

Will be complied from the date of listing

 

(B)Board Disclosures

49 (IV) (B)

Will be complied from the date of listing

 

(C)Proceeds from public issues, rights issues, preferential issues etc.

49 (IV) (C)

NA

 

(D)Remuneration of Directors

49 (IV) (D)

Yes

 

(E)Management

49 (IV) (E)

Will be complied from the date of listing

 

(F)Shareholders

49 (IV) (F)

Will be complied from the date of listing

 

V. CEO/CFO Certification

49 (V)

Will be complied at the time of Annual Report

 

VI. Report on Corporate Governance

49 (VI)

Will be complied at the time of Annual Report

 

VII. Compliance

49 (VII)

 

 


 

The Board consists of 5 Directors.

The details of Director’s Shareholding:

S. No.

Name of Director

No, of Equity shares held

  1.  

Shri V.R. Venkataachalam

1,09,317

  1.  

Shri V. Rajasekaran

---

  1.  

Shri V. Sengutuvan

---

  1.  

Shri S. Natarajan

---

  1.  

Shri S. Varatharajan

---

Change in the Board since the Company’s inception:


Name of Director

Date of

Reason

Appointment

Resignation

Shri V.R. Venkataachalam

20.12.2007

--

 

Shri V. Rajasekaran

20.12.2007

--

 

Shri V. Sengutuvan

01.06.2009

--

 

Shri S. Natarajan

12.05.2010

--

 

Shri S. Varatharajan

12.05.2010

--

 

Shri V. Rajasekaran

12.05.2010

--

Change of designation as Managing Director.

IX.       OVERVIEW OF ORGANISATION STRUCTURE & SENIOR MANAGEMENT PERSONNEL
 
Key Managerial Personnel:
The company’s business is not yet big enough to have key managerial personnel, other than the Directors of the company. However, with the vesting of the demerged business with the company and the business of the company expected to grow exponentially in the near future, it is proposed to appoint management personnel at the appropriate stage in the near future besides taking over employees from erstwhile demerged company as per the scheme approved by the High Court of Judicature at Madras.

X.        PROMOTER AND PROMOTER GROUP COMPANIES

The Group companies are:

M/s TCP Limited and
M/s Thiruvalluvaar Textiles Private Limited


M/s TCP Ltd
Based in Chennai, TCP Ltd was incorporated in 1971 as a joint sector unit, by the Tamil Nadu Industrial Development Corporation Ltd (TIDCO), private promoters and the public. TIDCO and the private promoters disinvested their shares in TCP Ltd to Udayar group in 1986.

TCP manufactures and sells Sodium Hydro Sulphite (SHS), Liquid Sulphur Dioxide, Tangolite, Tangolin, Sodium Sulphate, etc., besides generation of power by Conventional and Non Conventional energy by way of Thermal, Biomass and Wind energy.

The company has installed capacity to manufacture 12,000 MT per annum of SHS and has a captive plant to manufacture 4,950 MT per annum of Liquid Sulphur Dioxide, one of the main inputs in the manufacture of SHS at Karaikudi, Tamil Nadu. A notified backward area in Sivaganga District of Tamil Nadu.

The company generates power from its 63.5 MW coal based Power Plant at Gummidipoondi, in Tamil Nadu. Power generated from this power plant is sold to the Tamil Nadu Electricity Board (TNEB) under a Power Purchase Agreement (PPA).

The company also generates power from its 6 MW Bio mass based power plant at Karaikudi, Tamil Nadu which is sold to TNEB grid as well as private parties.

The company has also set up 37 Wind Mills in Kayathar, Palladam, Tenkasi and Sambavar Vadakarai in Tamil Nadu and generates 16.5 MW of power for its captive consumption and sale to TNEB.

The turnover of the company for the year ended 31st March 2009 is Rs.292.60 Crores.

M/s Thiruvalluvaar Textiles Private Ltd
Based in Rasipuram Taluk, Namakkal District in Tamil Nadu, Thiruvalluvaar Textiles Private Limited was incorporated in 1980 with 10,000 spindles to manufacture Cotton Yarn. The present management took over the company in 1991. Major modernization of the spinning mills was done by the present management to increase the production capacity of the spinning mills.

The company has spinning mills at Rasipuram, Salem and Coimbatore, in Tamil Nadu. The company has installed capacity of 1,80,744 spindles including 39,480 spindles taken on lease hold basis.

The turnover of the company for the year ended 31st March 2009 is Rs.101.44 Crores.

XI.       FINANCIAL STATEMENTS

Financial statements of the company for the previous three years and latest audited financial statements for the year ended 31st March 2009 with notes to accounts:

Balance sheet of Binny Mills Ltd as at -

Particulars

31.03.2009
(in Rs.)

31.03.2008
(in Rs.)

SOURCES OF FUNDS

Share Capital
Authorized capital
1,00,000 Equity Shares of Rs. 10 each

 

10,00,000

 

10,00,000

Issued , Subscribed & paid up Capital
50,000 Equity Shares of Rs. 10 each fully paid up

 

5,00,000

 

5,00,000

Loan Funds:
Unsecured loans

 

62,616

 

62,616

Total Funds Employed

5, 62,616

5, 62,616

APPLICATION OF FUNDS

Current Assets, Loans and Advances
Current Assets
Balance with Scheduled bank in current a/c   (A)

4,94,527

5,04,325

Current Liabilities and Provisions
Provisions
Audit Fees payable                                             (B)

 

5,515

 

5,618

Net Current Assets     [ (A) - (B) ]

4,89,012

4,98,707

Misc. Expenditure
Preliminary expenses(to the extent not written off or adjusted)

50,506

50,506

Profit and Loss A/c

23,098

13,403

Total Assets

5,62,616

5,62,616


Profit and Loss account for the year ended

Particulars

31.03.2009
(in Rs.)

31.03.2008
(in Rs.)

Income

Other Income

Nil

Nil

Total

Nil

Nil

Expenditure

Indirect expenses

9,695

13,403

Total

9,695

13,403

Profit /(Loss)

(9,695)

(13,403)

Profit /(Loss) before Taxation

(9,695)

(13,403)

Loss brought forward from previous year

13,403

--

Loss carried forward to balance sheet

23,098

--


 

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