1

MODERN COTTON YARN SPINNERS LIMITED

Board of Directors

Nagaraju Srirama A.K.Kinra V.Rengaswamy

Registered Office 3, Madurai-Melakkal Road, Madurai-625016.

Administrative Office 19/5-H, Seetharam Avenue, Saradha College Road Extn, Salem - 636 007.

Banker Canara Bank

Auditors Messrs S.S. Kothari Mehta & Co., Chartered Accountants.

Plant Manavasi, Kulithalai Taluk, Karur (Dt.)

2

DIRECTORS’ REPORT TO THE MEMBERS The Directors have pleasure in present ing the 11 t h Annual Report and Audited

Financial Statements of the Company for the f inancial year ended on 31st

March, 2016.

FINANCIAL RESULTS

The turnover for the year under review was ` 37.38 Crore as against ` 43.40

Crore in the previous year. The Loss af ter providing f inancial charges and

depreciat ion was ` 0.44 Crore, as against the prof i t of ` 0.63 Crore last year.

OPERATIONS Your Directors Report that the Company’s performance during the year

affected by the volat i l i ty of cotton and f inished product price. From August

2015 onwards, the market is so depressed and there is no pari ty between raw

material and f inished product prices. Chinese slowdown has affected the

exports to a greater extent and export prices witnessed steep fal l f rom August

2015 onwards.

Since October 2015, the domest ic sector consumption also witnessed slow

growth. Your Company cont inues to work in al l areas of operat ion to improve

eff iciency and reduce the cost. Your Company is focusing more on value

added products and steadi ly focusing on convert ing the yarn into fabric sales

which can fetch better margins.

EXTRACT OF THE ANNUAL RETURN An Extract of the Annual Return as on 31st March 2016 in the prescribed Form

MGT-9 is attached as Annexure ‘A’ to this Report and forms part of i t .

DIVIDEND No Dividend is recommended for the f inancial year ended on 31s t March 2016.

3

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The part iculars of loans, guarantees, securi t ies and investments under Sect ion

186 of the Companies Act, 2013, are given in the f inancial statements.

RELATED PARTY TRANSACTIONS During the f inancial year ended 31st March 2016, al l the contracts or

arrangements or t ransact ions entered into by the Company with the Related

Part ies were in the ordinary course of business and on arm’s length basis and

were in compliance with the appl icable provisions of the Companies Act, 2013.

Further, the Company has not entered into any contract or arrangement or

transact ion with the related part ies which could be considered material . In view

of the above, disclosure in Form AOC-2 is not appl icable.

DIRECTORS

Shri Ashok Kumar Kinra ret i res by rotat ion and being el igible offers himself for

re-appointment at the ensuing AGM.

The provisions of Sect ion 149 pertaining to the appointment of Independent

Directors do not apply to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A) CONSERVATION OF ENERGY

Your Company cont inues to invest in replacement of low energy eff icient

systems with effect ive and high eff icient systems to conserve power and

reduce costs.

( i ) The Steps taken or impact on conservat ion of energy;

a) In speed f rame the suct ion motors have been modif ied to run only at the t ime of waste evacuation instead of non-stop running.

b) Street lamps have been replaced.

4

c) Drier capacity has been increased f rom 250 to 400 CFM to

reduce the power consumption and the pipel ine dia-meter has been increased f rom 11/4” to 2” in turn the compressor running t ime is reduced substant ial ly.

( i i ) The steps taken by the Company for ut i l ising al ternate sources of

energy;

The Company has been using wind power in place of thermal power as an al ternate power during the year.

( i i i ) The capi tal investment on energy conservat ion equipments;

The Company has not spent any amount on energy conservat ion in capital equipments.

(B) TECHNOLOGY ABSORPTION

( i ) The efforts made towards technology absorpt ion;

The company is consistent ly looking for absorpt ion of new technology avai lable in the market.

( i i ) The benefi ts derived l ike product improvement, cost reduct ion, product development or import subst i tut ion; NA

( i i i ) In case of imported technology (imported during the last 3 years reckoned f rom the beginning of the f inancial year) -

(a) The detai ls of technology imported; Your Company has not imported any technology for the past 3 years.

(b) The year of import; N.A

(c) Whether the technology been ful ly absorbed; N.A

(d) I f not ful ly absorbed, areas where absorpt ion has not taken place, and the reasons thereof; N.A

( iv) the expenditure incurred on Research & Development and Technology

i ) Areas of R&D Activi ties The Company Developed and int roduced newer products l ike Tubular fabric, Waff le Fabric for industrial use and pi lot lots were sent to customers.

5

i i ) Research & Development Expenses

The capital expenditure incurred on R&D during the year was

`Nil and recurring expenditure amounted to `0.23 Crore, which was 0.62% of the turnover.

(C) EXPORTS, FOREIGN EXCHANGE EARNINGS AND OUTGO

DEPOSITS

The company has not accepted any deposi ts during the year.

STATUTORY AUDITORS AND THEIR REPORT M/s. S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi , the

Auditors of the Company, ret i re at the ensuing Annual General Meet ing and

are el igible for re-appointment. The observat ions of the Auditors in thei r report

on Accounts and the Financial Statements, read with the relevant notes are

self explanatory.

PARTICULARS OF EMPLOYEES None of the employees of the Company is in receipt of remunerat ion in excess

of the l imits as given in accordance with the provisions of Sect ion 197 of the

Companies Act, 2013 read with Companies (Appointment and Remunerat ion of

Managerial Personnel) Rules 2014.

CORPORATE SOCIAL RESPONSIBILITY The requirement of Corporate Social Responsibi l i ty (CSR) in terms of Sect ion

135 of the Companies Act, 2013 and the rules made thereunder is not

appl icable to the Company.

INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal controls with reference to

f inancial statements and no material reportable weakness was observed in the

` in Lacs 2015-16 2014-15 Earnings in Foreign Exchange 1095.43 792.45 Foreign Exchange Outgo 8.00 32.41

6

system. Further, the Company has in place adequate internal f inancial controls

commensurate with the size and nature of i ts operat ions.

The Company also has robust Budgetary Control System and Management

Information System (MIS) which are backbone of the Company for ensuring

that your Company’s assets and interests are safeguarded.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the f inancial year under review, there were no signif icant and material

orders passed by the Regulators or Courts or Tribunals which would impact the

going concern status of the Company and i ts future operat ions.

MEETINGS OF THE BOARD The Board consists of 3 Directors as on 31s t March 2016, of which al l are Non-

Execut ive Directors (NED). Four Board Meetings were held during the twelve

months period f rom 1st Apri l 2015 to 31st March 2016 ie., on 12 t h May, 2015,

5 t h August, 2014, 29 t h October, 2015 and 9th February, 2016. Attendance and

other detai ls are as given below:-

Name of the Director Category Number of Board Meetings Attended

Shri Nagaraju Sri rama Non-Execut ive Directors 4

Shri A K Kinra Non-Execut ive Directors 4

Shri V.Rengaswamy Non-Execut ive Directors 4

AUDIT COMMITTEE The provisions of Sect ion 177 of the Companies Act, 2013 read with Rule 6

and 7 of the Companies (Meetings of the Board and i ts Powers) Rules, 2013

are not appl icable to the Company.

VIGIL MECHANISM The provisions of Sect ion 177(9) and (10) relat ing to establ ishment of Vigi l

Mechanism for di rectors and employees are not appl icable to the Company.

7

NOMINATION AND REMUNERATION COMMITTEE The provis ions of Sect ion 178(1) relat ing to const i tut ion of Nominat ion and

Remunerat ion Committee are not appl icable to the Company.

RISK MANAGEMENT

The Company has an elaborate risk management system to inform Board

Members about r isk assessment and minimizat ion procedures.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE Your Company is sensit ive to women employees at workplace. As required

under the Sexual Harassment of Women at the Workplace (Prevent ion,

Prohibi t ion and Redressal) Act, 2013, the Company has a formal pol icy to

ensure safety of women and prevent ion of sexual harassment and has set up

Internal Complaints Committee (ICC) at i ts work places to redress the

complaints of women employees. During the year, no complaint has been f i led

with ICC with al legat ion of sexual harassment.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Sect ion 134(3)(c) of the Companies Act 2013, your Directors

state that:

a) in the preparat ion of annual accounts, the appl icable accounting

standards have been fol lowed along with proper explanat ion relat ing to

material departures;

b) the accounting pol icies have been selected and appl ied consistent ly and

judgments and est imates made are reasonable and prudent so as to give

a t rue and fai r view of the state of affai rs of the Company at the end of

the f inancial year and of the prof i t and loss of the Company for that

period;

c) proper and suff icient care has been taken for the maintenance of

adequate accounting records in accordance with the provisions of the said

Act for safeguarding the assets of the Company and for prevent ing and

8

detect ing f raud and other i r regulari t ies;

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

e) the proper systems to ensure compliance with the provis ions of al l

appl icable laws have been devised and that such systems were adequate

and operat ing effect ively.

ACKNOWLEDGEMENT

The Board places on record i ts appreciat ion of the valued services and

dedicated efforts of the employees of the Company, as also the co-operat ion

and support extended by Company’s bankers, customers, shareholders,

dealers, vendors, var ious Government agencies and other stakeholders.

Date: 11.05.2016 Place: New Delhi

On Behalf of the Board

Nagaraju Srirama

V.Rengaswamy Directors

I. REGISTRATION AND OTHER DETAILS:

1 CIN : U17111TN2005PLC057274

2 Registration Date 24.08.2005

3 Name of the Company : MODERN COTTON YARN SPINNERS LIMITED

4 Address of the Registered office and : 3, Madurai-Melakkal Road, Madurai 625 016

contact details Tel No. 0452-4283826

Fax No. 0452-4283831

5 Category/Sub-Category of the Company : Public Company

6 Whether listed company Yes / No : No

7 Name, Address and Contact details of : N.A.

Registrar and Transfer Agent, if any.

II.

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No.

% to total

turnover of the

company

1 43.6%

2 53.1%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S.No.

Holding/

Subsidiary/

Associate

% of shares

held

Applicable

Section

1

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

17115

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

3. Madurai-Melakkal Road, Madurai 625

016

NIC Code of the Product/ serviceName and Description of main products

/ services

Blended Cotton Yarn 17111

Cotton Mixture Fabrics

Name and Address of the Company

Holding

Company

J.K. Fenner (India) Limited

U24231TN1992PLC062306

Annexure A to the Directors' Report

CIN/GLN

100% 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

% Change

Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

during the

year

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- 3050000 3050000 100% - 3050000 3050000 100% --

- - - - - - - - --

- - - - - - - - --

- 3050000 3050000 100% - 3050000 3050000 100% --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- 3050000 3050000 100% - 3050000 3050000 100% --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

g) FIIs - - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

--

c) Others - - - - - - - - --

(specify) --

- - - - - - - - --

- - - - - - - - --

- - - - - - - - --

- 3050000 3050000 100% - 3050000 3050000 100% --

(B)=(B)(1)+(B)(2)

d) State Govt(s)

Capital Funds

Sub-total (B)(2):-

C. Shares held by

Grand Total (A+B+C)

Custodian for GDRs &

ADRs

e) VentureCapitalFunds

f) Insurance Companies

h) Foreign Venture

i) Others (specify)

i) Indian

ii) Overseas

b) Individuals

ii) Individual shareholders

holding nominal share

capital

Total Public Shareholding

in excess of Rs.1 lakh

Sub-total (A) (2):-

Total shareholding of

Promoter (A) =

(A)(1)+(A)(2)

B. Public Shareholding

a) Mutual Funds

1. Institutions

a) Bodies Corp.

Sub-total (B)(1):-

c) Central Govt.

b. Central Govt.

c. State Govt (s)

a) NRIs - Individuals

d) Banks / FI

2. Non-Institutions

c) Bodies Corp.

e) Any OtherF.

Category of Shareholders No. of Shares held at the end of the year

b) Banks / FI

b) Other – Individuals

(1) Indian

d. Bodies Corp.

e. Banks / FI

f. Any OtherF.

(2) Foreign

i) Individual shareholders

holding nominal share

capital upto Rs.1 lakh

Sub-total (A) (1):-

No. of Shares held at the beginning of the year

A. Promoters

a. Individual/HUF

(ii) Shareholding of Promoters

No. of Shares% of total Shares

of the company

%of Shares

Pledged /

encumbered to

total shares

No. of

Shares

% of total

Shares of the

company

%of Shares

Pledged /

encumbered

to total shares

% change

in share

holding

during the

year

1 3050000 100 -- 3050000 100 -- --

3050000 100 -- 3050000 100 -- --

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

No. of shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

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

No. of

shares

% of total

shares of the

company

No. of shares

% of total

shares of

the

company

1

(v) Shareholding of Directors and Key Managerial Personnel:

No. of share

% of total

shares of

the

company

No. of shares

% of total

shares of the

company

1 1 -- 1 --

2 1 -- 1 --

Shri Nagaraju Srirama (Jt.) J.K. Fenner (India) Limited

Shareholder’s Name

Shareholding at the beginning of the year

Shareholder's Name

Nil

Shareholding at the beginning

of the year

Sl. No.

Cumulative Shareholding

J.K. Fenner (India) Ltd.

Cumulative Shareholding

during the year

Shareholding at the

Share holding at the end of the year

Sl No.

Total

Date wise Increase / Decrease in

Promoters Share holding during the year

specifying the reasons for increase /

decrease (e.g. allotment/ transfer /

bonus/ sweat equity etc):

At the End of the year

At the beginning of the year

Sl. No.

Sl. No.

Shri V.Rengaswamy (Jt.) J.K. Fenner (India) Limited

Cumulative Shareholding

during the year

For Each of the Top 10 Shareholders

during the year

Shareholding at the

beginning of the year

beginning of the year

There is no change in the Promoters' Shareholding during the

FY 2015-16.

For Each of the Directors and KMP

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in Lacs)

Secured Loans Unsecured

DepositsTotal

excluding depositsLoans Indebtedness

1079.54 - - 1079.54

- - - -

- - - -

1079.54 - - 1079.54

31.33 - - 31.33

- - - -

31.33 - - 31.33

1110.87 - - 1110.87

- - - -

- - - -

1110.87 - - 1110.87

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors: (` in Lacs)

--

--

Mr.A.K.KinraTotal Amount

0.04 0.12

-- --

-- --

-- --

0.04 0.12

0.12

0.04

Indebtedness at the beginning of the financial

year

Total (i+ii+iii)

Not Applicable

Name of Directors

NIL

Total Managerial

Remuneration

--

iii) Interest accrued but not due

· Fee for attending

board meetings

- Addition

· Others, please specify

Total (1)

Net Change

· Commission

Other Non-Executive

Directors

0.04

i) Principal Amount

ii) Interest due but not paid

--

Mr.Nagaraju Srirama

Total (B)=(1+2)

1Independent Directors

Sl. No.

2

Indebtedness at the end of the financial year

Total (i+ii+iii)

iii) Interest accrued but not due

Particulars of

Remuneration

Change in Indebtedness during

the financial year

ii) Interest due but not paid

As per the provisions of the Companies Act, 2013 and Rules thereunder, appointment of Managing Director, Whole-time Director/Manager are not

applicable to the Company.

i) Principal Amount

--

--

--

0.04

Total

Total (2)

Mr.V.Rengaswamy

0.04

- Reduction

· Others, please specify

· Fee for attending

Committee meetings

· Fee for attending

Committee meetings

· Commission

· Fee for attending

board meetings

--

Overall Ceiling as per

the Act

Not Applicable

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

As per the provisions of the Companies Act, 2013 and Rules thereunder, KMP provisions are not applicable to the Company.

There were no penalties, punishment or compounding of offences during the year ended 31st March 2016.