veejay lakshmi engineering works limited report.2015-16.web.pdf2 annual report 2015 - 2016 notice to...

VEEJAY LAKSHMI ENGINEERING WORKS LIMITED

ANNuAL REpORT 2015 - 2016 1

Board of directors

sri V.J. JaYaraMaN Chairman and Managing Director

sri N. M. aNaNtHaPadMaNaBHaN

sri N. atHiMooLaM NaidU

sri J. aNaNd Managing Director

sri B. sriraM

sri d. raNGaNatHaN Whole Time Director

smt artHi aNaNd

sri K. NareNdra

sri raJiV a. NaidU (Alternate to Sri N. Athimoolam Naidu)

coMPaNY secretarY sri V.K. sWaMiNatHaN

reGistered office Sengalipalayam N.G.G.O. Colony Post Coimbatore 641 022 CIN: L29191TZ1974PLC000705

aUditor M/s. N.r. doraiswami & co Chartered Accountants No. 48, Race Course Coimbatore 641 018

cost aUditor sri V. saKtHiVeL Cost Auditor, Coimbatore

secretariaL aUditor sri K. MUtHUsaMY Practicing Company Secretary Coimbatore

WorKs

engg. Unit - i

Sengalipalayam Coimbatore 641 022

engg. Units - ii & iii

Kariyampalayam, Annur Coimbatore 641 653

engg. Unit iV

Athippalayam Road Vellamadai (P.O.) Coimbatore 641 110

textiles division

Thekkampatti Mettupalayam Taluk Coimbatore 641 113

WiNd MiLLs

I. Kethanur, Palladam Tirupur 638 671

II. Sinjuwadi, Pollachi Coimbatore 642 007

III. Irukkanthurai, Radhapuram Tirunelveli District. 627 011

reGistrar & sHare traNsfer aGeNt

M/s. s.K.d.c. consultants Limited Kanapathy Towers, 3rd Floor 1391/A-1, Sathy Road, Ganapathy Coimbatore - 641 006


2 ANNuAL REpORT 2015 - 2016

Notice to sHareHoLders

Notice is hereby given that the Forty First Annual General Meeting of the share holders of Veejay Lakshmi Engineering Works Limited will be held on Monday, the 26th day of September 2016 at 10.00 A.M at Nani Kalai Arangam, Mani Higher Secondary School, Coimbatore - 641 037 to transact the following business:

ordinary Business:1. To consider and adoptAnnual FinancialStatements includingStatement ofProfit and Loss,Cash

Flow Statement for the year ended 31st March 2016, the Balance Sheet as on that date, the Report of Board of Directors and the Auditors’ Report thereon.

2. To appoint a Director in the place of Smt Arthi Anand (DIN 07151584), who retires by rotation and being eligible, offers herself for re-appointment.

3. To appointM/s.N.R.Doraiswami&Co.,CharteredAccountants asAuditors for the financial year2016-17and to fix their remuneration.

special Business:4. To consider and if thought fit, to passwith orwithoutmodification the following resolution as an

Ordinary Resolution:

‘RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment andQualificationofDirectors)Rules, 2014 (includingany statutorymodifications thereof) andReg.17(1) of ListingRegulations,SriK.Narendra (DIN00412219)whoqualifies for beingappointedasan Independent Director and in respect of whom the Company has received a notice in writing under Sec.160of theCompaniesAct, 2013proposinghis candidature for theofficeof theDirector, beandis hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a termof five consecutive yearswith effect fromSeptember 26, 2016, thedateof his appointmentas Director.

5. To consider and if thought fit, to passwith orwithoutmodification the following resolution as anOrdinary Resolution:

‘RESOLVED THAT in accordance with the provisions of Sections 196,197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including statutorymodification or amendment or re-enactment thereof and subject to such other approvalsas may be necessary, consent of shareholders be and is hereby accorded for the reappointment of Sri J. Anand (DIN 00137425) as Managing Director of the Company for a period of three years from 01/10/2016 to 30/09/2019 on the following terms and conditions:

reMUNeratioN:i) Salary: ` 2,50,000/- per month

In addition to the above salary the Managing Director is entitled to perquisites and allowances as detailed below:

cateGorY a:a) Medical Reimbursement: Reimbursement ofmedical expenses incurred for self and family.



b) Leave Travel Concession: Once in a year for self and family.

c) Personal Accident Insurance: Premiumnot exceedingRs.4000/- per annum.

d) Club Fees: Reimbursement ofClubFees, subject to amaximumof three clubs.

cateGorY B:The Company shall provide a car with driver and telephone facility at the residence of the Managing Director.

Provision of car with driver and telephone facility at residence for use on company’s business will not be considered as perquisites. Personal long distance calls on telephone and use of the car for private purposes shall be billed by the Company to the Managing Director.

TheManagingDirector shall beentitled to reimbursementof all actual expenses includingexpenseson entertainment and traveling incurred in the course of company’s business.

ii) Commission: Such remuneration by way of commission in addition to salary and perquisites and allowance

shall be payable, calculatedwith reference to the net profits of theCompany in a particularfinancial year, at such percentage as may be determined by the Board of Directors of the Companyat theendof each financial year, subject to overall ceilings stipulated in section197of theCompaniesAct, 2013. The commission amount shall however in no case exceed theannual salary amount and will be payable annually after annual accounts have been approved by the Board of Directors and adopted by the shareholders.

iii) Perquisites: In addition to the salary the Managing Director shall also be entitled to interchangeable

perquisites, like furnished accommodation and where accommodation is not provided HRA, gas, electricity, water, furnishings, medical reimbursement, LTA for self and family, club fees, medical insurance, etc., in accordance with the rules of the Company, such perquisites being restricted to the amount equal to the salary drawn per annum.

For the purpose of calculating the above ceiling, perquisites shall be evaluated as per Income TaxRuleswherever applicable.

In addition, the Managing Director shall be entitled to Company’s contribution to Provident Fund as per rules of theCompany to the extent it is not taxable under the IncomeTaxAct, 1961.Gratuity payable shall not exceedhalfmonths salary for each completed year of service.

The Managing Director is entitled to encashment of leave at the end of the tenure. These benefits shall notbe included in thecomputationof theceilingon remunerationandperquisites.

“RESOLVED FURTHER THAT the minimum remuneration and perquisites to be paid in the eventof lossor inadequacyofprofit inanyfinancial yearduring the tenureofofficeshall beasper Schedule V of the Companies Act, 2013.”


“RESOLVED THAT in accordance with the provisions of Sections 196,197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Companies



(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including statutory modification or amendment or re-enactment thereof and subject to such other approvals asmaybe necessary, consent of the shareholders be and is hereby accorded for the appointment of Sri D. Ranganathan (DIN 00137566) as Whole time Director of the Company for a period of three years from 24-06-2016 to 23-06-2019 on the following terms and conditions:

reMUNeratioN:i) Salary :

Rs.90,000/- per month

ii) Perquisites:

The Whole-time Director shall also be entitled to Company’s contribution to Provident Fund as per rulesof theCompany to theextent it is not taxableunder the IncomeTaxAct, 1961.

He shall be provided with a car and telephone at residence for use on company’s business.

In the event of loss or inadequacy of profits in any year the above remuneration shall be the minimum remuneration, subject to limits under Schedule V of the Companies Act, 2013.


“RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 including statutory amendments thereof, the remuneration payable to Sri V. Sakthivel, Cost Accountant having membership No.23292 appointed by the Board of Directors to conduct the audit of cost accounting records of theCompany for the financial year 2015-16, amounting toRs.60000/- all inclusive asfixedby theBoardofDirectors beand is hereby ratifiedand confirmed.

For and on behalf of the Board

Coimbatore (sd/-) V.J. JayaramanMay 19, 2016 Chairman and Managing Director

Note :1. Theexplanatory statement pursuant toSection102(1) of theCompaniesAct, 2013with respect to

the special business set out in theNotice is annexedhereto.2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY, DULY COMPLETED, MUST BE DEPOSITED AT THE COMPANY’S REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM FOR THE AGM IS ENCLOSED.

3. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

4. Members / proxies should present theduly filledattendance slip to attend themeeting.5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under

Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.



6. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

7. The Register of Members and share transfer books of the Company will remain closed from Monday, the 19th September 2016 to Monday, the 26th September 2016 (both days inclusive) as per Reg.42(1) of the Listing Regulations.

8. Members whose shareholding is in the electronic mode are requested to direct change of address notificationsandupdatesof bankaccount details to their respectiveDepository participant(s).

9. Members are requested to address all correspondences, including change of address and dividend matters, to the Registrar and Share Transfer Agents of the Company, M/s S.K.D.C Consultants Limited, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641 006.

10. Members who wish to claim dividends, which remain unclaimed, are requested to correspond with Company Secretary / Share Transfer Agents of the Company. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per Section 124 of the Companies Act, 2013 be transferred to the Investor Education and Protection Fund.

11. Brief resume, details of shareholding and Directors inter-se relationship of Directors seeking election/re-electionas requiredunderReg.36(3)of theListingRegulations,areprovidedasAnnexure to thisnotice.

12. As per the green initiative taken by the Ministry of Corporate Affairs, the shareholders are advised to register their e-mail address with the Company in respect of shares held in physical form and with the concerned Depository Participant in respect of shares held in electronic form to enable the Company to serve documents in electronic form.

13. Amemberwhoneedsany clarificationonaccountsor operationsof theCompanyshallwrite to theComplianceOfficer, soas to reachhimat least 7 daysbefore themeeting, so that the informationrequired can be provided.

14. Members are requested to bring their copy of the Annual Report with them to the Annual General Meeting.

15. Electronic copy of the Annual Report and AGM Notice are being sent to all the members whose E-mail id is registered with the Company / Depository Participants unless any member has requested for a hard copy of the same. For members who have not registered their E-mail ID, physical copies of Annual Report and AGM Notice for the year 2015-16 are sent through the permitted mode separately.

16. The notice of the Annual General Meeting and this communication are also available on the website of the Company www.veejaylakshmi.com.

Voting through electronic MeansIn compliance with the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Reg.44 of the Listing Regulations, the Company is pleased to providemembers facility to exercise their votes for all the resolutions detailedin the Notice of the 41st Annual General Meeting scheduled to be held on Monday, the 26th September 2016 at 10.00 A.M by electronic means and the business may be transacted through remote e-voting. The Company has engaged the services of CDSL as the authorized agency to provide the remote e-voting facilities as per instructions below.

TheMembers,whohavenot voted through remotee-votingandpresentat theAGM inpersonorproxy,can vote through the ballot at the AGM. Kindly note that members can opt for only one mode of voting i.e., either by through remote e-voting or by ballot at the AGM.



In case of Members casting their vote by remote e-voting, then voting done through remote e-voting shall prevail. A member present at the AGM and voted by remote e-voting will not be permitted to vote at the AGM by Ballot.

Votes cast by members who hold shares on the cut off date 18.09.2016 alone will be counted.

The Board has appointed Sri. B. Krishnamoorthi, “Kanapathy Towers”, III Floor, No. 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 as Scrutinizer for conducting the e-voting process and ballot at AGM.

the instructions for shareholders voting electronically are as under:i. The remote e-voting period begins at 09.00 AM on 23.09.2016 and ends on 25.09.2016 at

05.00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 18.09.2016, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii. The shareholders should log on to the e-voting website www.evotingindia.com.

iii. Click on Shareholders.

iv. Now Enter your User ID

a. ForCDSL: 16digits beneficiary ID,

b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

v. Next enter the ImageVerificationasdisplayedandClick onLogin.

vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier votingof any company, then your existingpassword is to beused.

vii. If youarea first timeuser follow the stepsgivenbelow:

for Members holding shares in demat form and Physical form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)l Members who have not updated their PAN with the Company/Depository Participantare requested touse thefirst two lettersof theirnameand the8digitsof the sequencenumber in thePANfield.

l In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name inCAPITALletters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in thePANfield.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

l If both the details are not recorded with the depository or company please enter themember id / folio number in theDividendBankdetails field asmentioned ininstruction (iv).



viii. After entering these details appropriately, click on «SUBMIT» tab.

ix. Members holding shares in physical formwill then directly reach theCompany selection screen.However, members holding shares in electronic form will now reach ‹Password Creation› menu wherein they are required tomandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other personand takeutmost care to keep your password confidential.

x. ForMembers holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

xi. Click on theEVSN for theCompanyName,Choose ‘VeejayLakshmiEngineeringWorksLimited’to vote.

xii. On thevotingpage, youwill see«RESOLUTIONDESCRIPTION»andagainst thesame theoption«YES/NO» for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiii. Click on the«RESOLUTIONSFILELINK» if youwish to view theentireResolutionDetails.

xiv. Afterselecting the resolutionwhenyouhavedecided tovoteon,clickon«SUBMIT».Aconfirmationboxwill be displayed. If youwish to confirmyour vote, click on«OK», else to change your vote,click on «CANCEL» and accordingly modify your vote.

xv. Once you«CONFIRM»your voteon the resolution, youwill not beallowed tomodify your vote.

xvi. You canalso takeout print of the voting doneby youby clicking on«Click here to print» optionon the Voting page.

xvii. IfDemataccountholderhas forgotten thechangedpassword thenEnter theUser IDand the imageverification codeand click onForgotPassword&enter thedetails aspromptedby the system.

xviii. Note forNon - IndividualShareholders andCustodians

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

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

After receiving the login details a compliance user should be created using the admin login and password. The compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote

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

xix. In case you have any queries or issues regarding e-voting, youmay refer theFrequentlyAskedQuestions («FAQs») and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]



eXPLaNatorY stateMeNt PUrsUaNt to sectioN 102 of tHe coMPaNies act, 2013.item No. 4In accordance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013 read withListingAgreemententered intowith stockexchangeandCompanies (appointment andqualificationof directors) Rules, 2014 Sri K. Narendra (DIN 00412219) was appointed as Additional Director under Sec.161of theCompaniesAct,2013on25-12-2015.Thedirectorholdsofficeup to theensuingGeneralMeeting of the Company. A notice has been received by the Company from a shareholder signifying his intention to propose his candidature for appointment as an Independent Director along with necessary deposit.Based on recommendation of Nomination and Remuneration Committee, the Board of Directors have proposed that Sri K. Narendra be appointed as an Independent Director of the Company.SriK.Narendra is not disqualified frombeingappointedasaDirector andhasgivenhis consent toactas a Director.In the opinion of theBoard, the IndependentDirector proposed to be appointed fulfils the conditionsspecified in the Companies Act, 2013, in the rules made there under and under the SEBI Listing Regulations.Accordingly the resolution is submitted for your approval.Abrief profile ofSriK.Narendra is annexed to this notice.

interest of directorsSri K. Narendra is independent of the management and he is not related to any other director.

item No. 5Sri J. Anand, Managing Director was reappointed for a period of 3 years from 01/10/2013 to 30/09/2016 in conformity with Schedule XIII of the Companies Act, 1956. The Nomination and Remuneration Committeeat itsMeetingheldonMay19, 2016hadfixed the remunerationas set out in the resolutionand recommended his reappointment. His reappointment for another term of three years from --01/10/2016 to 30/09/2019 - as Managing Director and the remuneration payable as per Schedule V of the Companies Act, 2013 have been approved by the Board of Directors at the meeting held on 19-05-2016.

Sri J. Anand has been in the position of Managing Director for more than 10 years. He has two decades of experience inmanagement and administration of corporates.His continued guidancewith his richknowledgeandexperience is essential for theCompany.Sri J.Anandhasgivenhis consent to act asManaging Director on his reappointment by the Company.

As such the Board of Directors recommend the resolution for approval by the members.

interest of directorsNone of the Directors other than Sri J. Anand himself, Sri V.J. Jayaraman and Smt Arthi Anand are interested in the resolution.

item No. 6Sri D. Ranganathan, Whole time Director was appointed for a period of three years from 24/06/2013 to 23/06/2016 in conformity with Schedule XIII of the Companies Act, 1956. The Nomination and RemunerationCommittee at itsmeeting held onMay 19, 2016 had fixed the remuneration as set outin the resolution and recommended his reappointment. His reappointment for another term of three years from 24/06/2016 to 23/06/2019 as Whole-time Director and the remuneration payable as per Schedule V of the Companies Act,2013 have been approved by the Board of Directors at the meeting held on May 19, 2016.

Sri D. Ranganathan has been in the position of Whole time Director since 2005. He has more than 40 yearsof experience inmanagement andadministration in theCompany.His continued servicewith his



long experience is beneficial for theCompany. Sri D.Ranganathan has given his consent to act asWhole time Director on his reappointment by the Company.As such the Board of Directors have recommended the resolution for approval by the members.

interest of directorsNo other director of the Company is interested in the resolution.

item No. 7The Board of Directors has, as recommended by the Audit Committee, approved the appointment of and remuneration payable to Sri V. Sakthivel, Cost Accountant for audit of cost accounting records of theCompanypursuant to theCompanies (CostRecords andAudit)Rules, 2014 for the financial year2015-16 at a remuneration of Rs.60000/- all inclusive.As per Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the remunerationpayable to theCostAuditorasdeterminedby theBoard is required tobe ratifiedby the members of the Company.The Board recommends this resolution for approval by the shareholders.interest of directorsNone of the Directors is interested in the resolution.

stateMeNt of discLosUres PUrsUaNt to scHedULe V to tHe coMPaNies act, 2013 iN reLatioN to iteM No 5 of tHe Notice.

I (1) Nature of Industry EngineeringandTextiles(2) Dateorexpecteddateof commencement

of commercial productionYear : 1974

(3) In case of new companies, expecteddate of commencement of activities as per project approved by financial institutions appearing in the prospectus

ExistingCompany since1974.

(4) Financial Performance based on given indicators

Furnished below.

(5) Foreign investment or collaboration, if any

No foreign collaboration

II Information about the appointee

(1) Background details Name : Sri J. AnandDate of Birth / Age : 23/09/1971 –

44 yearsQualification : B.E,M.S. in

Industrial Engg(USA)

Experience : More than20 yearsof experience inmanagement /administration of textiles andtextilemachinerymanufacturing companies.



(2) Past remuneration Furnished below.

(3) Recognition or awards He has been a member of associations / councils like TextileMachinery Manufacturers Association and ITME Society. The company was selected for R & D award by Textile MachineryManufacturers Association (India) in 2014-15 and secured an award for exportperformance from TEXPROCIL during his previous term.

(4) Jobprofile andhis suitability Sri J.Anand has rich experience ofaround 20 years - in overall control of the management of the company. Involved in Corporate Planning and Business Strategy decisions.

(5) Remuneration proposed As given in the resolution.

(6) Comparative remuneration profile with respect to industry, size of the company, profile of thepositionandperson.

The proposed remuneration is as prevalent in the similar industry.

(7) Pecuniary relationship directly or indirectly with the company or relationship with managerial personnel, if any.

A company in which he is a Director and a firm inwhichhe isapartnerhavebusinesstransactions with the company.

Related to Chairman and Managing Director

III Other Information:

(1) Reasons for lossor inadequateprofits The loss is mainly due to fall in demand consequent to general recession in the textile industry.

(2) Steps taken or proposed to be taken for improvement

Measures have been taken for cost reduction and technology improvement which will help the products to remain competitive in the market.

(3) Expected increase in productivity andprofits inmeasurable terms

The loss is mainly due to fall in demand/ sales due to general recession in the textile industry.When themarkets revivethe productivity / production will increase accordingly.

IV Disclosures:Under the heading Corporate Governance

(i) All elements of remuneration package suchas salary, benefits, bonuses, stockoptions, pension etc of all the directors;

Provided in Annexure-3 (FormMGT-9) toReport of the Board of Directors.

(ii) Details of fixed component andperformance linked incentives along with the performance criteria; No performance linked incentive.



(iii) Service contract, notice period, severance fees;

No severance fees. Appointment of managerial personnel for a term of three years.

(iV) Stock option details, if any, and whether the same has been issued as a discount as well as the period over which accrued andoverwhichexercisable;

Nil

Past remuneration: (Value `)Particulars 2011-12 2012-13 2013-14 2014-15 2015-16

Salary 30,00,000 30,00,000 30,00,000 30,00,000 30,00,000

Perquisites 37,3126 4,65,214 3,63,540 4,58,426 4,80,119

Commission Nil Nil Nil Nil Nil

financial Performance (consolidated) based on given indicators: (Values: ` Lakhs)

Financial Performance / Year 2011-12 2012-13 2013-14 2014-15 2015-16

Turnover – Total Income 10,884 11,642 14,834 11,032 7,938

Profit / LossasperP&Lbefore tax (741) (890) 427 (19) (485)

Profit / LossasperP&Lafter tax (751) (333) 455 (19) (395)

Dividend paid - - - - -

Rate of dividend (in %) - - - - -

Dividendpaid includingdividend tax - - - - -

iN reLatioN to iteM No. 6 of tHe Notice

I (1) Nature of Industry EngineeringandTextiles(2) Dateorexpecteddateof commencement

of commercial productionYear: 1974

(3) In case of new companies, expecteddate of commencement of activities as per project approved by financial institutions appearing in the prospectus

ExistingCompany since1974.

(4) Financial Performance based on given indicators

Furnished below

(5) Foreign investment or collaboration, if any

No foreign collaboration

II Information about the appointee(1) Background details Name : Sri D. Ranganathan

Date of birth / Age : 28/04/1952 - 64 yearsQualification : B.Com.,MBAExperience : More than 40 years

of experience inFinance, Marketing and administration.



(2) Past remuneration Furnished below.

(3) Recognition or awards -(4) Jobprofile andhis suitability Sri D.Ranganathan has a long experience

of around 40 years in the area of responsibilities assumed by him.

(5) Remuneration proposed As given in the resolution(6) Comparative remuneration profile with

respect to industry, size of the company, profile of thepositionandperson.

The proposed remuneration is as prevalent according to industry standards.

(7) Pecuniary relationship directly or indirectly with the company or relationship with managerial personnel, if any.

A company in which he is a Director have business transactions with the company.

III Other Information:(1) Reasons for lossor inadequateprofits The loss is mainly due to fall in demand

due to recession and the general recession worldwide.

(2) Steps taken or proposed to be taken for improvement

Measures have been taken for cost reduction and technology improvement which will help the products to remain competitive in the market.

(3) Expected increase in productivity andprofits inmeasurable terms

The loss is mainly due to fall in demand/ sales due to general recession in the textile industry.When themarkets revivethe productivity / production will increase accordingly.

IV Disclosures:Under the heading Corporate Governance

(i) All elements of remuneration package suchas salary, benefits, bonuses, stockoptions, pension etc of all the directors;

Provided in Annexure - 3 (FormMGT-9) toReport of the Board of Directors.

(ii) Details of fixed component andperformance linked incentives along with the performance criteria;

No performance linked incentive.

(III) Service contract, notice period, severance fees;

No severance fees. Appointment of managerial personnel is for a term of three years.

(IV) Stock option details, if any, and whether the same has been issued as a discount as well as the period over which accrued andoverwhichexercisable;

Nil



Past remuneration: (Value `)

Particulars 2011-12 2012-13 2013-14 2014-15 2015-16Salary 9,28,800 9,44,119 9,28,800 9,28,800 *17,05,182Perquisites 1,11,456 1,11,456 1,11,456 1,11,456 -Commission Nil Nil Nil Nil Nil

*The remuneration includes super annuationbenefits.

financial Performance (consolidated) based on given indicators: (Values: ` Lakhs)

Financial Performance / Year 2011-12 2012-13 2013-14 2014-15 2015-16Turnover – Total Income 10,884 11,642 14,834 11,032 7,938Profit / LossasperP&Lbefore tax (741) (890) 427 (19) (485)Profit / LossasperP&Lafter tax (751) (333) 455 (19) (395)Dividend paid – – – – –Rate of dividend (in %) - - - - -Dividendpaid includingdividend tax - - - - -





aNNeXUre to Notice of aGMProfile of Directors seeking Reappointment / Election

(Pursuant to Reg 36 of Listing Regulations)1. sri K. Narendra

PROFILE:Sri Krishnamoorthy Narendra (DIN: 00412219) was born on September 24, 1951 at Coimbatore. He is a Science Graduate and Chartered Accountant.OTHER DIRECTORSHIPS:Managing Director of S K D C Consultants Ltd.MEMBERSHIP OF COMMITTEES IN THE COMPANY:Member - Audit CommitteeSHAREHOLDING AND RELATIONSHIP:He has no shareholding in the Company. He is not related to any other Director in the Company.

2. sri J. anandPROFILE:Sri J. Anand was born on September 23, 1971 at Coimbatore. He is an Engineering Graduate and PostGraduate,M.S (USA). He has over 20 years of experience in themanagement andadministration of textiles and textilemachinerymanufacturing companies.Hehas beenManagingDirector of the Company since 2005.OTHER DIRECTORSHIPS:Veejay Sales and Services LimitedKrishna Mills (P) LimitedS V Developers (Coimbatore) (P) LimitedSrivalli Properties (P) LimitedVeejay Holdings (P) LimitedMEMBERSHIP OF COMMITTEES IN THE COMPANY : NilSHAREHOLDING AND RELATIONSHIP :SHAREHOLDING IN THE COMPANY : 1209807 eq. Shares (23.85%)He is related to Managing Director Sri V.J. Jayaraman and Director Smt Arthi Anand.

3. sri d. ranganathan PROFILE :

Sri D. Ranganathan was born on April 28, 1952 at Coimbatore. He is a Post Graduate, M.B.A with commerce degree. He has held Sr. Management Positions in the Company before appointment as Whole-time Director.

OTHER DIRECTORSHIPS: Veejay Sales and Services Limited MEMBERSHIP OF COMMITTEES IN THE COMPANY: Audit Committee Share Transfer Committee Stake Holder Relationship Committee SHAREHOLDING AND RELATIONSHIP: SHAREHOLDING IN THE COMPANY: 300 Eq. Shares ; He is not related to any of the directors.ANNOUNCEMENT OF RESULT OF VOTING :The result of remote e-voting and voting by ballot at the Annual General Meeting will be announced at theRegisteredOfficeof theCompany, by theChairmanandManagingDirector of theCompanyor bya Director authorized by him within 48 hours of the conclusion of the Meeting. A copy of the same will be posted on the Company’s website: www.veejaylakshmi.com and a copy thereof will be forwarded to stockexchangewhere the sharesof theCompanyare listed.



directors’ rePort to sHare HoLders

Dear Shareholders,

YourDirectorsarepleased topresent theFortyFirstAnnualReportand theCompany’sauditedfinancial

statements for the financial year ended31st March 2016.

fiNaNciaL resULtsTheCompany’s financial performance for the year endedMarch31, 2016 is summarizedbelow:

(` In Lakhs)

Particulars Year ended 31.03.2016

Year Ended 31.03.2015

Sales Turnover 7,812.03 10,945.22Profit beforeDepreciationand taxes -98.27 -524.76Depreciation -466.78 -992.42Exceptional Items/ expensesprofit(loss) before taxes 79.87 1,497.77NetProfit -485.18 -19.41Balancebrought forward fromProfit andLossaccount -78.72 972.16Amount available for appropriation -563.90 952.75Balance in theProfit&LossA/c of the subsidiary takenonmerger – 844.48WDV of assets not having useful life as at 01-04-2014 transferred as per Sch. II of Companies Act, 2013.

– 389.77

aPProPriatioNs/adJUstMeNtsProvision forTaxes - CurrentTax – – - DeferredTax -90.45 -202.70Prior yearTaxes – -0.08Balance carried forward toProfit andLossaccount -473.45 -78.72Total -563.90 952.75

Profits/ diVideNdsThe workings during the year 2015-16 have resulted in a net loss of Rs.394.73 Lakhs as against a net profit ofRs.183.37Lakhs in theprevious year.Nodividend is recommended in viewof the loss in theyear and the need to conserve funds for reducing borrowings.

oPeratioNsConsequent to the sale of Automatic Cone Winder business in the previous year, the Two for One Twister is themain product in the textilemachinery division. The development of newmodelswithenergy saving featureshas resulted in improvement in the inflowof orders from themiddleof the year.However, due to constraints in production the company could not increase the sales turnover. The companyhas taken steps to remove the constraints and theproductivity is expected to improve in thecurrent financial year 2016-17.

Unlike the previous year, the exportmarket for cotton yarn has not been encouraging resulting inreduced export of yarn. In view of the declining yarn price in the domesticmarket coupledwith highcotton price and the frequent power shedding, the yarn production was curtailed. The focus is on marketing value added yarn such as twisted yarn and knitted fabric.



The sales turnover during the year under review is Rs.7812 lakhs as against Rs.10945 lakhs in the previous year.Theexceptional items represent the incomeonaccount of saleof capital assets relatingto automatic cone winders (`155 lakhs) andVRSexpenditure forworkers of the spinning unit (Rs.76lakhs).

fiNaNceThere has not been any additional borrowings / limits availed during the year. The company has represented to the banks to reduce the fund based working capital limits from Rs.3150 lakhs to Rs.2050 lakhs. The repayment of the Term loans is made as per schedule and the outstanding has come down to Rs.284 lakhs. All interest payments due have been paid in time without delay. The unsecured loans provided by the promoters to reduce the finance cost and to keep a comfortable liquidity position hasbeen retained by the Company and no interest has been paid on these loans.

r&d / tecHNoLoGY aNd aWardsThe focus of the Company is on product development to improve productivity and energy conservation. The Company’s R & D efforts resulted in the development of two new models, one with a servo drive system and another with a new spindle assembly for power saving.

iNdUstriaL reLatioNsThe relationship with the workmen has been cordial in all the units of the Company.

fiXed dePosits The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2016. The Company has an amount of Rs.966.00 lakhs as unsecured loans from Directors.

directorateSmt Arthi Anand, Director will retire by rotation at the ensuing Annual General meeting and being eligible she offers herself for re appointment. Sri Rajiv A. Naidu was appointed as alternate Director and Sri K. Narendra was appointed as additional Director during the year.

iNforMatioN statUs of tHe coMPaNY Information on the performance of the company is given in the Management Discussion and Analysis report which forms a part of the annual report and has been prepared in accordance with Reg.34(2) of the Listing Regulations.

iNforMatioN PUrsUaNt to sectioN 134 of tHe coMPaNies act, 2013The information pursuant to provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with provisions of Section 134 of the Companies Act, 2013 are furnished in Corporate Governance Report under the title ‘Details of Remuneration for the Year 2015-16’.

ParticULars of eMPLoYees There are no employees within the meaning of sub rule (2) of rule (5) of Companies (Appointment &Remuneration ofManagerial Personnel)Rules, 2014who are paid remuneration in excess of theamounts prescribed.

Other particulars relating to employees are furnished in the Report on Corporate Governance.



directors’ resPoNsiBiLitY stateMeNtYour Directors hereby state that:• in preparation of annual accounts for the financial year ended March 31, 2016, the applicable

Accounting standards have been followed along with proper explanation relating tomaterialdepartures.

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of theCompany for the year ended 31st March 2016.

• theDirectors have taken proper and sufficient care for themaintenance of adequate accountingrecords in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• theDirectors haveprepared theannual accounts for theFinancial year endingMarch31, 2016ona going concern basis.

• theDirectorshad laiddown internal financial controls tobe followedby the companyand that suchinternal controls are adequate and are operating effectively.

• theDirectorshavedevisedproper systems toensurecompliancewith theprovisionsofall applicablelaws and that such systems are adequate and operating effectively.

MaNaGeMeNt’s discUssioN aNd aNaLYsis rePortManagement’s Discussion and Analysis Report for the year under review, as stipulated under Reg.34(2) of the Listing Regulations, is presented separately forming part of the Annual Report.

corPorate GoVerNaNceThe report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.The requisite certificate from theAuditorsof theCompanyconfirmingcompliancewith theconditions of corporate governance is attached to the report on Corporate Governance.

BUsiNess resPoNsiBiLitY rePortAs stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company in this respect is attached as part of the Annual Report.

coNtracts aNd arraNGeMeNts WitH reLated PartiesAll contracts / arrangements / transactionsenteredby theCompanyduring thefinancial yearwith relatedparties were in the ordinary course of business and were on arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

The prescribed Form AOC-2 in this respect is attached as annexure i.

YourDirectors draw attention of themembers to noteNo.6 to the financial statementwhich sets outrelated party disclosures.

corPorate sociaL resPoNsiBiLitYNot applicable to the Company under the relevant provisions of the Companies Act, 2013.



risK MaNaGeMeNtThe Company’s Risk Management Policy, approved by the Board is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5)) is not applicable to the Company.

iNterNaL fiNaNciaL coNtroLsTheCompany has adequate internal financial controls in placewith reference to financial statements.During the year such controls were reviewed and ensured that it had no material weakness.

directors aNd KeY MaNaGeriaL PersoNNeLTheprofile ofDirectors proposed to be reappointed is attached separately.

discLosUres:audit committeeThe Audit Committee comprises Independent Directors Sri N.M. Anandapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director Sri D. Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil MechanismThe Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Regulations. Execution of the responsibility in terms of the policy has been entrusted to the AuditCommittee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company’s website.

Meetings of the BoardFour meetings of the Board of Directors were held during the year. For more details, please refer report on Corporate Governance.

Policy on director’s appointment and remunerationThe appointment ofDirectors and fixation of their remuneration is as per the guidelines laid down inthe Nomination and Remuneration Policy of the Company formulated in compliance with section 178 of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and independent directors and other matters provided under sub-section (3) of Section 178 of the Act. The Nomination and Remuneration Policy is available on the Company website www.veejaylakshmi.com.

declaration by independent directorsThe independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules.

disclosure under the sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013As per theSexual Harassment ofWomen atWorkplace (prevention, prohibition and redressal) Act,2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2015-16.

Particulars of Loans given, investments Made, securities provided and guarantees givenParticulars of loans given, investments made, securities provided and guarantees given, covered under the provisions of section 186 of the Companies Act, 2013 are contained in the Financial Statements annexed.



conservation of energy, technology absorption and foreign exchange earnings and outgoTheparticulars relating to conservationof energy, technologyabsorptionand foreignexchangeearningsand outgo, as required to be disclosed under the Act, are provided in annexure-2 to this report.

other particulars as per rule 8(5) of companies (accounts) rules, 2014

Sl. No. Particulars Related disclosures

1. The change in the nature of business The business of the Company is manufacture of cotton yarn, knitted fabric and Two for One Twisting Machine. There was no change in the business of the Company.

2. The details of directors or key managerial personnel who were appointed or have resigned during the year

Sri K. Narendra has been appointed as additional Director.Sri Rajiv A. Naidu was appointed as an Alternate Director.Sri S. Vinod Kumar, Company Secretary had resigned and Sri V.K. Swaminathan has been appointed as Company Secretary.

3. The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

N A

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

No equity shares were issued during the year.

5. Issue of equity shares (sweat equity shares) to the employees of the Company

No sweat equity issue during the year.

6. Receipt of remuneration or commission by the Managing Director or Whole time Director from any of its subsidiaries

The Company has no subsidiary.

7. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the company.

extract of annual returnExtract ofAnnualReturnof theCompany is annexedherewith asannexure-3 to this report.

Particulars of employees and related disclosuresIn terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees drawing remuneration in excess of the limits set out and other particularsrelative of the remuneration of Key Managerial Personnel are provided in the Corporate Governance Report under the title ‘Details of Remuneration for the Year 2015-16.’



aUditors aNd aUditors’ rePortstatutory auditorsM/s.N.R.Doraiswami&Co.,CharteredAccountants, statutory auditors of theCompany, hold officetill the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment.Theyhave confirmed their eligibility to theeffect that their reappointment ifmade,wouldbewithin theprescribed limits under theAct and that theyarenot disqualified for reappointment.

TheAuditors’Report doesnot contain anyqualification, reservationor adverse remark.

cost auditorsM/s. Saktivel & Company have been appointed by the Board of Directors as Cost Auditors for the year.

secretarial auditorThe Board has appointed Sri K. Muthusamy, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2015-16.

acknowledgement The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank theBankers and financial Institutions aswell. TheDirectorswould take this opportunity toexpress their appreciation for the dedicated efforts of the employees and their contributionwhich isdeeply acknowledged.





aNNeXUres to directors’ rePortannexure – 1

forM No. aoc – 2(Pursuant to clause (h) of sub-section (3) of section 134 of the act and rule 8(2) of

the companies (accounts) rules, 2014)Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto1. details of contracts or arrangements or transactions not at arm’s length basis

a. Name(s) of the related party and nature of relationship

- -

b. Nature of contracts/ arrangements/ transactions

All contracts and arrangements with outside parties are in the course of business and at arms length basis.

All contracts and arrangements with outside parties are in the course of business and at arms length basis.

c. Duration of contracts/ arrangements/ transactions

- -

d. Salient terms of the contracts or arrangements or transactions including the value if any.

- --

e. Justification for entering into such contracts or arrangements or transactions

- -

f. Date(s) of approval by the Board - -g. Amount paid as advances, if any. - -h. Date on which the special resolution was

passed in general meeting as required under first proviso to section188

- -

2. details of material contracts or arrangement or transactions at arm’s length basisa. Name(s) of the related party and nature

of relationshipVeejay sales and services Limited

augustan Knitwear P. Limited

b. Nature of contracts/ arrangements/ transactions

Yarn twisting job work and purchase of wind power in the ordinary course of business.Selling Agency agreement in respect of machinery manufactured by the Company. Not a material contract.

Sale of yarn in the ordinary course of the company’s business.

Not a material contract

c. Duration of the contracts/ arrangements/ transactions

Valid up to 31-03-2016. Valid up to 31-03-2016.

d. Salient terms of the contracts or arrangements or transactions including the value, if any.

Twisting job work and purchase of wind power at prevailing market prices or less.

Sale of yarn at market rates.

e. Date(s) of approval by the Board, if any. Approved on 10-08-2015. Approved on 10-08-2015 and the transactions every quarter.

f. Amount paid as advances, if any: Nil Nil



annexure - 2discLosUre of ParticULars as reQUired UNder tHe coMPaNies (accoUNts) rULes, 2014 (Rule 8(3))

conservation of energy, technology absorption and foreign exchange earnings and outgosl. No. Particulars related disclosures

conservation of energy

1. Steps taken or impact on conservation of energy

All fluorescent lamps inside the textiledivision’s work halls have been already replacedwith energy efficient LED lamps inprevious years. Such energy conservation measures are continuously implemented.

2. Steps taken by the company for utilizing alternate sources of energy

The Company has its own wind mills installed for a total capacity of 4050 KW.

3 Capital investment on energy conservation equipments

Nil

technology absorption, adaptation and innovation

1. Efforts made towards technology absorption In house Research and Development process is continuing one.

2. Benefits derived like product improvement, cost reduction, product development or import substitution

Product development and cost reduction.

3. In case of imported technology (imported during the last three years reckoned from the beginningof the financial year)a) Details of Technology Importedb) The Year of Importc) Whether Technology Has Been Fully

Absorbedd) If Not Fully Absorbed, Areas Where

Absorption Has Not Taken Place And Reasons Thereof

No imported technology used.

4. The expenditure incurred on Research andDevelopment

` 30.02 lakhs

foreign exchange earnings and outgo ` in Lakhs

2015-161. ForeignExchangeearned 3,198.282. ForeignExchangeOutgo 247.72



Annexure3form 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]

i. reGistratioN aNd otHer detaiLs:

i) CIN:- L29191TZ1974PLC000705

ii) Registration Date 26/08/1974

iii) Name of the Company VEEJAY LAKSHMI ENGINEERING WORKS LIMITED

iv) Category / Sub-Category of the Company

Public Limited

v) Address of the Registered officeandcontactdetails

SENGALIPALAYAMN G G O COLONY POSTCOIMBATORE - 641022, TAMIL NADUPHONE : 0422 - 2460662 FAX : 0422 - 2460453e-mail : [email protected]

vi) Whether listed company Yes

vii) Name, Address and Con-tact details of Registrar and Transfer Agent, if any

S K D C CONSULTANTS LIMITEDKANAPATHY TOWERS3rd FLOOR, 1391/A-1, SATHY ROADGANAPATHYCOIMBATORE - 641006PHONE : 0422-6549995 e-mail : [email protected]

ii PriNciPaL BUsiNess actiVities of tHe coMPaNY

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

Sl. No.

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of

the company

1 TWO FOR ONE TWISTERS & ASSEMBLY WINDERS 29262 40.1

2 COTTON YARN 17111 57.0

iii. ParticULars of HoLdiNG, sUBsidiarY aNd associate coMPaNies -

S. N0

NAME AND ADDRESS OF THE COMPANY CIN/GLN

HOLDING/ SUBSIDIARY/ASSOCIATE

% of shares held

Applicable Section

1 VEEJAY SALES AND SERVICES LIMITED

U05150TZ1995PLC005705 ASSOCIATE 26.2 2(06)



iV. sHare HoLdiNG PatterN (equity share capital Breakup as percentage of total equity)i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

Change during

the year Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares a. Promoters (1) indian g) Individual/ HUF 3080902 33480 3114382 61.41 3147931 33480 3181411 62.726 1.321h) Central Govt i) State Govt (s) j) Bodies Corp. 53494 0 53494 1.05 61815 0 61815 1.219 0.164k) Banks / FI l) Any Other…. sub-total (a) (1): 3134396 33480 3167876 62.46 3209746 33480 3243226 63.945 1.485(2) foreign a) NRIs - Individuals b) Other – Individuals c) Bodies Corp. d) Banks / FI e) Any Other…. sub-total (a) (2): 0 0 0 0total shareholding of Promoter (a) = (a)(1)+(a)( 2)

3134396 33480 3167876 62.46 3209746 33480 3243226 63.945 1.485

B. Public shareholding 1. institutionsa) Mutual Funds 0 200 200 0.004 0 200 200 0.004 0b) Banks / FI c) Central Govt 0 100 100 0.002 0 100 100 0.002 0d) State Govt(s) e) Venture Capital Funds f) Insurance Companies 500 0 500 0.010 500 0 500 0.010 0

g) FIIs h) Foreign Venture Capital Funds i) Others (specify) sub-total (B)(1): 500 300 800 0.016 500 300 800 0.016 0



Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

Change during

the year Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares 2. Non-institutions a) Bodies Corp. 192037 6300 198337 3.910 59015 6300 65315 1.288 -2.622i) Indian ii) Overseas b) Individuals

i) Individual share-holders holding nominal share capital upto ` 1 lakh (` 2 lakhs for current year

1012906 263084 1275990 25.158 1023783 269784 1293567 25.504 0.346

ii) Individual share-holders holding nominal share capitalinexcessof Rs 1 lakh (` 2 lakhs for current year)

242308 13000 255308 5.034 298796 0 298796 5.891 0.857

c) Others (specify)

i) Directors and their relatives 250 4920 5170 0.102 250 4670 4920 0.097 -0.005

ii) Non resident Indians 22362 0 22362 0.441 20167 0 20167 0.398 -0.043

iii) Clearing members 2321 0 2321 0.046 7275 0 7275 0.143 0.098

iv) Hindu Undivided families

75896 0 75896 1.496 69994 0 69994 1.380 -0.116

NRI directors 67840 0 67840 1.338 67840 0 67840 1.338 0.00

sub-total (B)(2): 1615920 287304 1903224 37.52 5547120 280754 1827874 36.039 -1.485total Public shareholding (B) = (B)(1)+ (B)(2)

1616420 287604 1904024 37.539 1547620 281054 1828674 36.055 -1.485

c. shares held by custodian for Gdrs & adrs

0 0

Grand total (a+B+c) 4750816 321084 5071900 100.00 4757366 314534 5071900 100.00 0



S. No.

Shareholder’s Name

Shareholding at the beginning of the

year Date oftransaction

Increase / decrease

(-) inShare-holding

Reason

Cumulative Shareholding

during/(end of) the year

No. of shares % of total No. of

shares% of total

1 V.J. Jayaraman Chairman and Managing Director

1105350 21.794

1/4/2015No

change

1105350 21.794

31/3/2016 1105350 21.794

2 J. Anand Managing Director

1161717 22.905 1/4/2015 0 1161717 22.90510/4/2015 1024 Transfer 1162741 22.92517/4/2015 300 Transfer 1163041 22.93124/4/2015 700 Transfer 1163741 22.94515/5/2015 745 Transfer 1164486 22.96022/5/2015 2450 Transfer 1166936 23.00826/6/2015 200 Transfer 1167136 23.01230/6/2015 100 Transfer 1167236 23.01424/7/2015 1020 Transfer 1168256 23.03431/7/2015 1635 Transfer 1169891 23.0667/8/2015 1860 Transfer 1171751 23.103

14/8/2015 1478 Transfer 1173229 23.132

(ii) shareholding of Promoters

Sl. No.


Shareholding at the beginning of the year Share holding at the end of the year

No. of Shares

% of total Shares of the

company

% of Shares

Pledged / encum-bered to total shares No. of Shares

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total

shares No. of Shares

% change

in share

holding during

the year

1 Sri V.J.Jayaraman 1105350 21.794 0 1105350 21.794 0 0

2 Sri J. Anand 1161717 22.905 0 1209807 23.853 0 0.948

3 Sri J.Vidya 725700 14.302 0 736110 14.513 0 0.211

4 Sri V.J.Jayaraman 121615 2.398 0 130144 2.566 0 0.168

5 Veejay Sales and Services Ltd. 53494 1.054 0 61815 1.219 0 0.165

total 3167876 62.453 0 3243226 63.945 1.324

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



S. No.


Shareholding at the beginning of the

year Date oftransaction

Increase / decrease

(-) inShare-holding

Reason



No. of shares % of total No. of

shares% of total

21/8/2015 1753 Transfer 1174982 23.16728/8/2015 2438 Transfer 1177420 23.2154/9/2015 150 Transfer 1177570 23.218

11/9/2015 20 Transfer 1177590 23.21818/9/2015 247 Transfer 1177837 23.22325/9/2015 4242 Transfer 1182079 23.306

16/10/2015 900 Transfer 1182979 23.32423/10/2015 4421 Transfer 1187400 23.4114/12/2015 11232 Transfer 1198632 23.63319/2/2016 1000 Transfer 1199632 23.65326/2/2016 10175 Transfer 1209807 23.85331/3/2016 1209807 23.853

3 J. Vidya 725700 14.308 1/4/2015 0 725700 14.30812/6/2015 45 Transfer 725745 14.30919/6/2015 5266 Transfer 731011 14.41319/2/2016 5099 Transfer 736110 14.51331/3/2016 0 736110 14.513

4 Veejay Sales and Services Ltd.

53494 1.055 1/4/2015 0 53494 1.05510/4/2015 730 Transfer 54224 1.06915/5/2015 500 Transfer 54724 1.07922/5/2015 214 Transfer 54938 1.08329/5/2015 680 Transfer 55618 1.0975/6/2015 4098 Transfer 59716 1.177

28/8/2015 99 Transfer 59815 1.1794/3/2016 2000 Transfer 61815 1.219

31/3/2016 0 61815 1.2195 V.J. Jayaraman

(HUF)121615 2.398 1/4/2015 0 121615 2.398

5/6/2015 472 Transfer 122087 2.40712/6/2015 700 Transfer 122787 2.42119/6/2015 367 Transfer 123154 2.42830/6/2015 650 Transfer 123804 2.44110/7/2015 450 Transfer 124254 2.45031/7/2015 520 Transfer 124774 2.46028/8/2015 1261 Transfer 126035 2.48519/2/2016 4109 Transfer 130144 2.56631/3/2016 0 130144 2.566



S. No.


Shareholding at the beginning of

the year Date oftransaction

Increase / decrease

inShare-holding

Reason



No. of shares

% of total

No. of shares

% of total

1 Ajay Kumar Kayan 1/4/2015 0 0.00021/8/2015 127000 Transfer 127000 2.50412/2/2016 -5330 Transfer 121670 2.39919/2/2016 -540 Transfer 121130 2.38826/2/2016 -10000 Transfer 111130 2.19131/3/2016 111130 2.191

2 Sangeetha. S 52170 1.029 1/4/2015 52170 1.02911/3/2016 1000 Transfer 53170 1.04831/3/2016 53170 1.048

3 Magesh Kanooga. S 22252 0.439 1/4/2015 0 22252 0.43924/4/2015 1000 Transfer 23252 0.45816/10/2015 -7269 Transfer 15983 0.31515/1/2016 13813 Transfer 29796 0.58719/2/2016 -750 Transfer 29046 0.57331/3/2016 0 29046 0.573

4 Tanvi J. Mehta 25386 0.501 1/4/2015 0 25386 0.50122/5/2015 1516 Transfer 26902 0.53023/10/2015 2000 Transfer 28902 0.57031/3/2016 0 28902 0.570

5 Mukesh Kanooga 13581 0.268 1/4/2015 13581 0.26817/4/2015 573 Transfer 14154 0.27924/4/2015 10000 Transfer 24154 0.47624/7/2015 -1363 Transfer 22791 0.44931/7/2015 -1350 Transfer 21441 0.42328/8/2015 -1000 Transfer 20441 0.4034/9/2015 -505 Transfer 19936 0.39316/10/2015 7310 Transfer 27246 0.5376/11/2015 -200 Transfer 27046 0.53315/1/2016 6000 Transfer 33046 0.65218/3/2016 -945 Transfer 32101 0.63325/3/2016 -1500 Transfer 30601 0.60331/3/2016 -3000 Transfer 27601 0.544

(iv) shareholding Pattern of top ten shareholders (other than directors, Promoters and Holders of Gdrs and adrs):



S. No.




Increase / decrease

inShare-holding

Reason



No. of shares

% of total

No. of shares

% of total

6 Subramaniam. P 0 0.000 1/4/2015 0 012/2/2016 6460 Transfer 6460 0.12719/2/2016 10440 Transfer 16900 0.33311/3/2016 2790 Transfer 19690 0.38818/3/2016 1800 Transfer 21490 0.42425/3/2016 742 Transfer 22232 0.43831/3/2016 1058 Transfer 23290 0.459

7 S.R. Gupta 20114 0.397 1/4/2015 0 20114 0.39731/3/2016 0 No

change20114 0.397

8 Surendra Lamba 19936 0.393 1/4/2015 0 19936 0.39331/3/2016 0 No

change19936 0.393

9 Aditya Vikram Somani

16927 0.334 1/4/2015 031/3/2016 No

change16927 0.334

10 Banhem Stock Broking P. Ltd.

18485 0.364 1/4/2015 18485 0.36417/4/2015 -485 Transfer 18000 0.35524/4/2015 -250 Transfer 17750 0.3501/5/2015 -1750 Transfer 16000 0.31531/3/2016 0 16000 0.315



S. No.




Increase / decrease in

ShareholdingReason

Cumulative Share-holding


No. of shares

% of total

No. of shares

% of total

1 V.J. Jayaraman Chairman and Managing Director

1105350 21.794 1/4/2015 1105350 21.794

31/3/2016 0 No change 1105350 21.794

V.J. Jayaraman (HUF)

121615 2.398 1/4/2015 0 121615 2.398

5/6/2015 472 Transfer 122087 2.407

12/6/2015 700 Transfer 122787 2.421

19/6/2015 367 Transfer 123154 2.428

30/6/2015 650 Transfer 123804 2.441

10/7/2015 450 Transfer 124254 2.450

31/7/2015 520 Transfer 124774 2.460

28/8/2015 1261 Transfer 126035 2.485

19/2/2016 4109 Transfer 130144 2.566

31/3/2016 130144 2.566

2 J. Anand Managing Director

1161717 22.905 1/4/2015 0 1161717 21.881

10/4/2015 1024 Transfer 1162741 22.925

17/4/2015 300 Transfer 1163041 22.931

24/4/2015 700 Transfer 1163741 22.945

15/5/2015 745 Transfer 1164486 22.960

22/5/2015 2450 Transfer 1166936 23.008

26/6/2015 200 Transfer 1167136 23.012

30/6/2015 100 Transfer 1167236 23.014

24/7/2015 1020 Transfer 1168256 23.034

31/7/2015 1635 Transfer 1169891 23.066

7/8/2015 1860 Transfer 1171751 23.103

14/8/2015 1478 Transfer 1173229 23.132

21/8/2015 1753 Transfer 1174982 23.167

28/8/2015 2438 Transfer 1177420 23.215

4/9/2015 150 Transfer 1177570 23.218

11/9/2015 20 Transfer 1177590 23.218

18/9/2015 247 Transfer 1177837 23.223

(v) shareholding of directors and Key Managerial Personnel:



S. No.




Increase / decrease in

ShareholdingReason

Cumulative Share-holding


No. of shares

% of total

No. of shares

% of total

25/9/2015 4242 Transfer 1182079 23.306

16/10/2015 900 Transfer 1182979 23.324

23/10/2015 4421 Transfer 1187400 23.411

4/12/2015 11232 Transfer 1198632 23.633

19/2/2016 1000 Transfer 1199632 23.653

26/2/2016 10175 Transfer 1209807 23.853

31/3/2016 0 1209807 23.853

3 N.Athimoolam Naidu

67840 1.338 1/4/2015 0 67840 1.338

31/3/2016 0 No change 67840 1.338

4 D. Ranganathan 300 0.006 1/4/2015 0 300 0.006

31/3/2016 0 No change 300 0.006

-No other director or Key Managerial Personnel has any shareholding in the Company.

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

Secured Loans excluding deposits

Unsecured Loans Deposits

Total Indebtedness

(Rs)Indebtedness at the beginning of the financial yeari) Principal Amount 18,63,10,955 9,70,00,000 0 28,33,10,955ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0 Total (i+ii+iii) 18,63,10,955 9,70,00,000 0 28,33,10,955Change in Indebtedness during the financial year – Addition 0 0 0 0– Reduction 14,62,12,670 4,00,000 0 14,66,12,670Net change 14,62,12,670 4,00,000 0 14,66,12,670Indebtedness at the end of the financial yeari) Principal Amount 4,00,98,285 9,66,00,000 0 13,66,98,285ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0 Total (i+ii+iii) 4,00,98,285 9,66,00,000 0 13,66,98,285



Vii. reMUNeratioN of directors aNd KeY MaNaGeriaL PersoNNeLa. remuneration to Managing director, Whole-time directors and/or Manager:

Sl. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Sri

V.J

.Jay

aram

an

Man

agin

g D

irect

or

Sri

J. A

nand

M

anag

ing

Dire

ctor

Sri

D.R

anga

nath

an

Who

le T

ime

Dire

ctor

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

17(1)oftheIncome-taxAct,19610 30,00,000 0 30,00,000

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

20,008 4,80,119 0 5,00,127

(c) Profitsinlieuofsalaryundersection17(3) IncometaxAct,1961

0 0 0 0

2 Stock Option 0 0 0 03 Sweat Equity 0 0 0 04 Commission

– as%ofprofit 0 0 0 0– others, specify… 0 0 0 0

5 Others, please specify 0 0 0 0 Total (A) 20,008 34,80,119 0 35,00,127CeilingaspertheAct(Excl.perquisites) 48,00,000 42,00,000 10,80,000 1,00,80,000

B. remuneration to other directors:

Sl. no. Particulars of Remuneration

Name of Directors

Total Amount

Sri

N.M

. A

nant

ha

Pad

man

abha

n

Sri

B.

Srir

am

Sri

N.

Ath

imoo

lam

N

aidu

Sm

t A

rthi

Ana

nd

Sri

K.

Nar

endr

a

3 Independent Directors

– Fee for attending board / committee meetings

45,000 35,000 5,000 0 5,000 90,000

– Commission 0 0 0 0 0 0

– Others, please specify 0 0 0 0 0 0

total (1) 45,000 35,000 5,000 0 5,000 90,000



Sl. no. Particulars of Remuneration

Name of Directors

Total Amount

Sri

N.M

. A

nant

ha

Pad

man

abha

n

Sri

B.

Srir

am

Sri

N.

Ath

imoo

lam

N

aidu

Sm

t A

rthi

Ana

nd

Sri

K.

Nar

endr

a

4 OtherNon-ExecutiveDirectors

– Fee for attending board / committee meetings

0 0 0 20,000 0 0

– Commission 0 0 0 0 0 0

– Others, please specify 0 0 0 0 0 0

total (2) 0 0 0 20,000 0 0

total (B) = (1+2) 45,000 35,000 5,000 20,000 5,000 1,10,000

Total Managerial Remuneration (A+B) 35,00,127

Overall Ceiling as per the Act 1,00,80,000

c. reMUNeratioN to KeY MaNaGeriaL PersoNNeL otHer tHaN Md/ MaNaGer/ Wtd

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary

CFO Total

1 Gross salary

(a) Salary as per provisions contained in section 17(1)oftheIncome-taxAct,1961

0 6,00,000 0 6,00,000

(b) Valueofperquisitesu/s17(2) Income-taxAct,1961

0 47,520 0 47,520

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

0 0 0 0

2 Stock Option 0 0 0 0

3 Sweat Equity 0 0 0 0

4 Commission

- as%ofprofit 0 0 0 0

- others, specify 0 0 0 0

5 Others, please specify 0 0 0 0

total 0 6,47,520 0 6,47,520



Vii. PeNaLties / PUNisHMeNt/ coMPoUNdiNG of offeNces:

Type Section of the Companies

Act

Brief Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority [RD / NCLT /

COURT]

Appeal made, if any

(give Details)

a. coMPaNY Penalty NIL

Punishment NIL

Compounding NIL

B. directors Penalty NIL

Punishment NIL

Compounding NIL

c. otHer officers iN defaULt

Penalty NIL

Punishment NIL

Compounding NIL



form No. Mr-3

secretariaL aUdit rePort for tHe fiNaNciaL Year eNded 31st March 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To the Members Veejay Lakshmi engineering Works Limited sengalipalayam, NGGo colony Post, coimbatore – 641 022

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Veejay Lakshmi Engineering Works Limited (CIN NO: L29191TZ1974PLC000705) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressingmyopinion thereon.

Based onmy verification of the company’s books, papers,minute books, forms and returns filed andother recordsmaintainedby theCompanyandalso the informationprovidedby theCompany, itsofficers,agents and authorized representatives during the conduct of secretarial audit, I hereby report that in myopinion, theCompanyhas, during theaudit period covering the financial year endedon31st March 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to thereporting made hereinafter:

1. I have examined the books, papers,minute books, forms and returns filed and other recordsmaintained by the Company for the financial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;(iii) The followingRegulationsandGuidelinesprescribedunder theSecuritiesandExchangeBoard

of India Act, 1992 (‘SEBI Act’) as amended from time to time:-a) TheSecurities andExchangeBoardof India (Prohibitionof InsiderTrading) Regulations,

1992; b) TheSecurities andExchangeBoard of India (Registrars to an Issue andShare Transfer

Agents) Regulations, 1993 regarding the Companies Act,2013 and dealing with client, and

2. Iwas informed that, for the financial year endedon31stMarch2016:(i) The Company was not required to maintain books, papers, minute books, forms and returns or

other records according to the provisions of the following Regulations and Guidelines prescribed under SEBI Act :a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; b) TheSecuritiesandExchangeBoardof India (DelistingofEquityShares)Regulations,2009,

which is not applicable as no delisting was during the year; and



c) TheSecurities andExchangeBoard of India (Buyback of Securities)Regulations, 1998,which is not applicable to the company as no buyback was during the year;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployeeStockPurchaseScheme)Guidelines,1999 / TheSecuritiesandExchangeBoardof India(SharebasedEmployeeBenefits)Regulations2014;

e) TheSecuritiesandExchangeBoardof India (IssueofCapitalandDisclosureRequirements)Regulations, 2009;

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008;

g) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; h) Foreign ExchangeManagement Act, 1999 and the rules and regulationsmade there

under to theextent ofForeignDirect Investment,OverseasDirect Investment andExternalCommercial Borrowings;

(ii) There are no other laws specifically applicable to theCompany, the books, papers,minutebooks, formsand returnsofwhichwere required to beexaminedbyus for thepurposeof thisreport.

3. I havealsoexamined compliancewith theapplicable clausesof the following:i. Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.ii. The Listing Agreement entered into by the Company with BSE Limited and The Securities and

ExchangeBoardof India (ListingObligationsandDisclosureRequirements)Regulation, 2015.

4. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

5. I further report that:(i) TheBoard ofDirectors of theCompany is duly constitutedwith proper balance of Executive

Directors,Non-ExecutiveDirectors and IndependentDirectors the changes in the compositionof the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act with effect from 25.12.2015.

(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agendawere sent adequately in advance, and a systemexists for directors to seekandobtain further information and clarifications on the agenda itemsbefore themeetings andfor their meaningful participation at the meetings before majority decision is carried through. We are informed that there were no dissenting members’ views on any of the matters during the year that were required to be captured and recorded as part of the minutes.

(iii) There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with other applicable laws, rules, regulations and guidelines.

Place : Coimbatore (Sd.) K. MUTHUSAMYDate : 19.05.2016 M No: F 5865; CP: 3176

J. Macs Associates



To the Members Veejay Lakshmi engineering Works Limited sengalipalayam, NGGo colony Post, coimbatore – 641 022.

our secretarial audit report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to make a report based on the secretarial records produced for my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verificationwasdoneon test basis toensure that correct factsare reflected in secretarial records. I believe that theprocesses and practices I followed provide a reasonable basis for our report.

3. I havenot verified the correctnessandappropriatenessof financial recordsandbooksof accountsof the Company.

4. Compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibilityof themanagement.Myexaminationwas limited to theverificationofprocedureson a test basis.

5. While forming an opinion on compliance and issuing the secretarial audit report, I have also taken into consideration the compliance related action taken by the Company after 31st March 2016 but before issue of the report.

6. I have obtained the Management’s representation about the compliance of laws, rules and regulations and happening of events, wherever required.

7. I have considered actions carried out by the Company based on independent legal / professional opinion as being in compliance with law, wherever there was scope for multiple interpretations, especially since the financial year ended31stMarch2016was the first full financial year inwhichlisting agreementwith the stock exchangeswas replaced byTheSecurities andExchangeBoardof India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

8. My Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficacyoreffectivenesswithwhich themanagementhasconducted theaffairsof theCompany.

Place : Coimbatore (Sd.) K. MUTHUSAMYDate : 19.05.2016 M No: F 5865; CP: 3176

J. Macs Associates



MaNaGeMeNt discUssioN aNd aNaLYsis rePort

As required under Reg.34(2)(e) read with Schedule V-B(1) of SEBI (LODR) Regulations,2015, a detailed report on the Management Discussion and Analysis is given below:

industry structure and developmentThe Company started its operations in the year 1975 to produce yarn Twisting Machines. The Company diversified into textile spinning in the year 1993.TheCompanyhasalso investment inWindMills.

As one of themajor employment providing industry, textile industry has been growing over the yearswith fluctuation inprofitsdue to vagaries in thepriceof rawmaterialsand theendproducts.The textilemachinerymanufacturing industry hasalsobeengrowingwith the textile industry and its prospects aredirectly related to the prospects of textile industry in India. The Indian textilemachinerymanufacturingindustry isnotable to fullyutilize its capacitiesbecauseof fluctuatingdemandandalsocompetition fromforeign manufacturers who supply machines of latest / sophisticated technology.

oPPortUNities aNd tHreats:opportunitiesPrime Market for Textile MachineryThe country is a primemarket for textilemachinery.Updated technology and competitive pricingwillhelp the Company improve the market share for the machinery manufactured by its engineering division.

Source for Raw Material (cotton)Quality cotton isavailableupcountrywhichenablesproductionof quality yarn suitable forexportmarket.

Skilled labourTheTextileDivisionof the company is labour intensive.Adequate labour is sourced fromother districtsof the state and northern states ensuring uninterrupted production.

tHreatsCompetition from Foreign Manufacturers The Company has to cope with the competition from foreign manufacturers who are in a position to cater to the needs of customers with technologically advanced products.

Uncontrolled expansion in spinning capacityThere is continuous increase in spinning capacity. Theproduction capacity in India is in excessof thelocal demand for the yarn. This results in competition, fall in demand and lower price / margins in the textile division.

High Cost and Shortage of PowerIt is a perennial problem faced by industries in Tamil Nadu. The spinning industry which is power intensive has to face shortage of power and its high cost. This leads to higher production cost both due to higher power cost and under utilisation of installed capacity.

segmentwise/Productwise PerformanceTheCompany has three reporting segments: 1) TextileMachineryDivision producing Two forOneTwisters(twisters) andAssemblyWinders (winders), 2) TextileDivision producing yarn and fabrics and3) Wind mills producing power using wind electric generators.



TheSales Turnover of TextileMachineryDivision isRs.3161 lakhs (Rs.4976 lakhs in previous year)contributed mainly by twisting machines Rs.2291 lakhs against Rs.1687 lakhs in previous year. There is a drop in the sale of Assembly / Random Winders-Rs.37 lakhs from Rs.114 lakhs in the previous year. The total sales turnover of the Engineering Division is less due to the discontinuance of manufacture of AutomaticConeWinders in the financial year 2014-15.

Although there has been some surge in demand for the twisting machines, the bottlenecks in the capacity of few machine tools / processes has prevented the Company from optimizing the capacity utilisation and achieving a higher turnover. The Company has taken necessary steps to remove the constraints. The fall in turnover of winders is due to lack of demand and intense competition from other manufacturers who offer very low prices.

Thesales turnover from textile division isRs.4490 lakhsasagainstRs.5937 lakhs in theprevious yeardue to low capacity utilization. The capacity utilization was low during power cuts and also due to the prices falling below feasible operational level.

The income from wind mills is Rs.229 lakhs as against Rs.254 lakhs in the previous year. The reduction inwind flowandevacuationproblemby the state grid are the causes for fall in the income.

oUtLooKThe demand for twisters will be both from the new capacity addition and for replacement of old machines and is expected to continue at the present level unless there is some development that affects theprofitability of the textile industry. TheCompanywill take steps to improveproduction andalso sales /market share. The Company will concentrate on development of new models of Two for One Twisters with focus on power consumption, automation and improvement in quality and productivity of yarn processed in twisters.Possibility of developingnewmodels for industrial yarn, technical textiles etcwillalsobeexplored.

As regards the textiles division, the futurewill depend upon the availability of uninterrupted power,stability in price of raw materials and also the end product. The increase in spinning capacity in northern states close to the areas from where raw materials are sourced and yarn is sold will make the spinning mills in the south less competitive. The Company proposes to produce value added products like twisted yarnandalso knitted fabrics for thedomestic andexportmarket to realize better price/margins.

risKs & coNcerNs:engineering divisionTwo for One Twister is the main product in the engineering division. The major risk is from the foreign companies who have set up operations in India and also possible new entrants. This competition will havean impact on theprice /margin realized.Beinga capital item for the textile industry, thedemandwill also dependupon the performanceof the textile industry and their ability tomake investments forexpansion /modernization.

textiles divisionPower shortage is a perennial problem faced by the Company resulting in under utilization of installed capacity. It also suffers from locational disadvantage of being away from cotton growing areas, which pushes up the cost of the main raw material.

Further, market for the product Cotton Yarn is not consistent whereby any long term planning is unreliable.



iNterNaL coNtroL sYsteM aNd adeQUacYThe Company has a proper and adequate system of internal controls commensurate with its size and nature of business.

All the assets are safeguarded, properly utilized and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. A Chartered Accountant carries out the audit on monthly basis to monitor the effectiveness of the internal checks and controls in different areas and reports/suggests improvement measures for review by the management.

discUssioN oN fiNaNciaL PerforMaNce WitH resPect to oPeratioNaL PerforMaNceThe low capacity utilization coupledwith thinmargins realized has affected the sales and profitability.The sales turnover has reduced from Rs.10945 lakhs in 2014-15 to Rs.7812 lakhs in 2015-16. The loss before exceptional items isRs.565.05 lakhs (7% of sales turnover). The return on capital employed(Profit before interest and taxes/Average total capital employed in business segments) is alsonegative-8%.The total cash profit including exceptional income / expenses is also negativeRs. -18.40 lakhs.The Company has comfortable liquidity position and has been able to meet its interest and repayment obligations. Both term debt / equity ratio and overall debt / equity ratio have come down.

MateriaL deVeLoPMeNts iN HUMaN resoUrces aNd iNdUstriaL reLatioNsTheCompany has a dedicated teamof professionally qualified/experienced personnel in all functionalareas. Opportunities are provided for self-development and career growth and wherever necessary employees undergo training programs conducted in house and also outside by other professional bodies.The industrial relationshipwascordial throughout theyear.PermanentworkersofTextileDivisionhave opted for voluntary retirement and have retired during the year. The Company has a total of 374 employees at the end of the year. Total number of cessations during the year is 220.

caUtioNarY stateMeNtStatements in this report on management discussion and analysis describing the Company’s future objectives,projections,estimateandexpectationsmaybe forward lookingstatementswithin themeaningof applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events, as they are perceived by themanagement at this juncture. The actualresults, however,maydiffermaterially from thosewhichhavebeenmadeexplicit orwhichare implied.The major factors that could make a difference to the Company’s operations include the supply demand condition of the Company’s products, both domestic and global, the price realizations, which are market related, and all other factors such as litigation and industrial relations.

.



corPorate GoVerNaNce rePort

coMPaNY’s PHiLosoPHY oN corPorate GoVerNaNce:The Company’s philosophy on Corporate Governance stresses the importance of transparency, accountability and protection of shareholder interests.

Board of directors:TheBoard ofDirectors of theCompany has an optimumcombination of executive and non-executivedirectors and is in conformity with Reg. 17(1) of Listing Regulations. The names and categories of the Directors on theBoard, their attendanceat theBoardMeetings held during the financial year 2015-16and at the last Annual General Meeting (AGM), as also the number of directorships and committee positions held by them in other public limited companies as on March 31, 2016 are as under:

Name of the Director Category

No. of Board Meetings Attendance

at the last AGM held on 30.09.2015

No. of Director- ships in

other companies

*

Committee position #

Hel

d

Atte

nded

Member Chair- man

Sri. V.J. Jayaraman Executive(promoter) 4 4 YES 1 -- --

Sri. J. Anand Executive(Promoter) 4 4 YES 5 -- --

Smt Arthi Anand NonExecutive

(Non-independent)

4 4 No Nil - -

Sri. N. Athimoolam Naidu

Sri Rajiv A. Naidu

Alternate Director

Non-Executive

Independent4 1 YES 3

----

Sri. B. SriramNon-Executive

Independent4 3 YES 2

-- --

Sri. N.M. Anantha- padmanabhan

Non-Executive

Independent4 4 YES Nil

----

Sri. D. RanganathanExecutive

Non- Independent

4 4 YES1

-- --

Sri. K. Narendra

@Non-Executive

Independent1 1 No 1 -- --

* Includes private limited companies# Committee Positions include positions in other companies only @Appointed as a Director on December 25, 2015.



In terms of Sch.V(C)(2)(e)of the Listing Regulations, it is hereby disclosed that Chairman-and-Managing Director, Managing Director and Smt. Arthi Anand, Director are related inter-se.

Sri K. Narendra was appointed as additional Director on December 25, 2015.

TheBoardmet four timesduring thefinancial year2015-16Viz., on30.05.2015,10.08.2015,05.11.2015and22.01.2016.Thegapbetweenany twoBoardMeetingsdid not exceed120days.

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as per Reg. 26(1) of the Listing Regulations) across all the companies in which he is a Director. All the Directors have made the requisite disclosures regarding Committee positions held by them in other public limited companies.

code of coNdUct for directors aNd seNior MaNaGeMeNtThe Company has a Code of Conduct for the Directors and senior management personnel, which is in compliance with the requirements of Reg.17(5) of the Listing Regulations. The Code of conduct has also been displayed on the Company’s website. The independent directors have given declarations at the firstmeetingof theBoardevery year that theymeet thecriteriaof independenceasprovided in theAct.

Further, all theBoardmembers and seniormanagement personnel have affirmed compliancewith theCode of conduct. A declaration to this effect signed by the CEO forms part of this Report.

coMMittees of tHe Board: audit committee:The Audit committee has been formed pursuant to Reg.18 of the Listing Regulations and pursuant to Section 177 of the Companies Act, 2013.

composition:The Audit Committee of the Board that was formed in January 2001 has been reconstituted in 2015. The Members of the Committee comprises of the following Directors:• Sri.N.M.Ananthapadmanabhan,Chairman (Independent)• Sri.B.Sriram,Member (Independent)• Sri.D.Ranganathan,Member

• Sri.K.Narendra,Member (Independent)

terms of reference:• Recommendation for appointment, remuneration and terms of appointment of auditors of the

Company.• Review and monitor the auditor’s independence, audit process, and effectiveness of audit process.• Examinationof the financial statement and theauditor’s report thereon.• Approval or any subsequentmodificationof transactionsof the companywith relatedparties.• Scrutiny of inter-corporate loans and investments.• Valuation of undertakings or assets of the company, wherever it is necessary.• Evaluationof internal financial controls and riskmanagement systems.• Monitoring the end use of funds raised through public offers and related matters.• Review of quarterly, half yearly and annual financial statements, company’s financial reporting

processanddisclosuresof financial information.• Reviewof the internal control systems, scopeof internal audit and the vigilmechanism in place.



Meetings of the audit committee The Audit Committee met four times during the financial year 2015-16 on 30.05.2015, 10.08.2015, 05.11.2015 and 22.01.2016.

Name of the Member Position Held No. of Meetings Held

No. of Meetings Attended

Mr. N.M. Ananthapadmanabhan Chairman 4 4Mr. B. Sriram Member 4 4Mr. D. Ranganathan Member 4 4Mr. K. Narendra* Member 1 1

*Member from 25-12-2015.

The Statutory Auditors and the Internal Auditors are invited to attend the Meeting of the Committee. The Company Secretary of the company shall act as the Secretary of the Committee.The Chairman of the Audit Committee was present at the last Annual General Meeting (AGM) held on 30.09.2015.TheCommittee has reviewed the financial statements of theCompany including consolidated financialstatements and recommended the same to the Board for their adoption. All the recommendations by the Audit Committee were accepted by the Board.The committee also reviews the internal audit report, internal control systems and related party transactions periodically.

NoMiNatioN aNd reMUNeratioN coMMittee composition:The Nomination and Remuneration Committee of the Board was formed in October 2003 and comprises of the following directors:• Sri.N.M.Ananthapadmanabhan, (IndependentDirector)Chairman• Sri.B.Sriram,Member (IndependentDirector)• Sri.N.AthimoolamNaidu,Member (IndependentDirector)

The terms of reference of the Nomination and Remuneration Committee include formulating the policies for appointment ofDirectors, fixing of remuneration to theExecutiveDirectors, determining criteria forselectionof executiveand independentdirectorsandsuchother functionsasmaybedelegated to it bythe Board of Directors.

details of remuneration for the Year 2015-16TheCompanypaysa sumofRs.5000permeetingas fee to non-executive and independentDirectorsfor attending the meetings of the Board of Directors and that of the Committees of the Board.

• Non-Executive Directors

Name of the Director Sitting fees Paid in ` Commission No of Shares

held Sri. N.M. Ananthapadmanabhan 45,000 NIL NILSri. B. Sriram 35,000 NIL NILSri. Athimoolam Naidu 5,000 NIL 67,840Smt. Arthi Anand 20,000 NIL NilSri. K. Narendra 5,000 Nil Nil



• ExecutiveDirectors :

Name DesignationSalary &

Perquisites per annum in `

Ratio to median remuneration

Sri. V.J. Jayaraman Chairman-cum-Managing Director 20008 1 : 0.3Sri. J. Anand Managing Director 3480119 1 : 48.3Sri. D. Ranganathan Whole-time Director - -

The Directors’ remuneration does not have variable component such as commission.

There has been no increase in the remuneration of key managerial personnel during the year. There has been no change in the median remuneration of employees in the year.

SriD.Ranganathan,WholetimeDirector opted not to receive any remuneration for the financial year2015-16. However, hewas paid an amountRs.17.08 lakhs towards superannuation benefits out ofprovision made in earlier years.

The average increase in remuneration and that of key managerial Personnel are not comparable as there has been no increase in the remuneration of key managerial personnel.

No other employees receive remuneration higher than that received by a Director. Total number of permanent employees : 374.

The remuneration to each of Key Managerial Personnel is reasonable vis-a-vis the respective responsibilities and performance of the Company.

Ratio of remuneration of Directors and Key Managerial Personnel to the median remuneration of the employees:

K M P Managing Director ChiefFinancialOfficer Company SecretaryIncrease in Remuneration Nil Nil Nil

Ratio to median remuneration 1 : 48.3 - 1 : 8.9

The remuneration of directors and key managerial personnel is as per the remuneration policy of the Company.

evaluation of the Board’s Performance, that of committees and individual directorsEvaluation by the Board of its own performance and that of individual directors has been made based on the criteria laid down under the Nomination and Remuneration Policy of the Company. On a review by the independent directors of the deliberations in the meetings of the Board and the Directors’ attendance and their contributions to the decisions arrived at the meetings, the results of evaluation has been forwarded to the Chairman of the Board. All Directors of the Board are familiar with the business of the Company.

stakeholder relationship committee The Shareholder and Investor grievances committee consists of the following three members:• Sri.N.M.Ananthapadmanabhan,Chairman• Sri.B.Sriram,Member• Sri.D.Ranganathan,Member



The Company Secretary acts as the Secretary to the Committee and has been appointed as the Complianceofficer of theCompany.

The Committee meets as and when required, to inter alia deal with matter relating to its term of Reference.

term of reference:• Redressalof shareholderand investorscomplaints including,butnot limiting to transferof sharesand

issueof duplicate share certificates, non-receipt of annual report, non-receipt of declareddividends,etc.;

• Monitoring transfers, transmissions, dematerialisation, rematerialisation, splittingandconsolidationofshares issued by the Company;

• And such other acts, deeds,matters and things asmay be stipulated in terms of the ListingAgreementwith theStockExchangesand / or suchother regulatory provisionsandasalsoas theBoard ofDirectorsmay consider think fit for effective andefficient redressal of shareholders and /or investors’ grievances.

Based on the report received from SKDC Consultants Limited, the Registrar & Share Transfer Agent, the Company received NIL requests/ complaints during the year ended March 31, 2016. As on March 31, 2016 there were no pending requests/complaints from any shareholder.

General Body Meetings:The Date, time and venue of the Last three annual general Meetings are given Below :

Financial Year Date Time Location Special Resolutions Passed

2014-15 30.09.2015 10.00 AM

NaniPalkhivala Auditorium, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore - 641 037

Special Resolution was passed for reappointment of Sri. V.J. Jayaraman as Chairman and Managing Director of the Company.

2013-14 25.09.2014 10.45 AM

NaniPalkhivala Auditorium, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore - 641 037

Special Resolution was passed for amendment of Articles of Association of the Company.

2012-13 25.09.2013 10.45 AM - do -

Special Resolution was passed for Re-appointment of Sri. J. Anand, as a Managing director and an Ordinary Resolution was passed for reappointment of Sri. D. Ranganathan as Whole-time Director.

disclosures a) related Party transactions

The company did not have anymaterially significant related party transactions having potentialconflictwith the interest of the companyat large.TheDetailsof the relatedparty transactionasperAccounting Standards 18 forms a part of Notes on accounts of the Financial Statements. All the related party transactions were in the course of business of the company.



B) accounting treatmentThe company has followed accounting treatment as prescribed in Accounting Standard applicable to the company.

c) compliance by the companyThe Company has complied with the requirements of the Listing Agreement as well as SEBI regulations and guidelines. There were no penalties imposed or strictures passed on the Company by the stock exchanges, SEBI or any other statutory authority on anymatter related to capitalmarkets, during last three years.

The Company has implemented the mandatory requirements of Corporate Governance as set out in the Listing Regulations.

Means of communication • The Quarterly results as well as annual results as required under Reg.33 of the listing regulations

are published in one daily EnglishNewspaper “The Financial Express” and one regional Tamilnewspaper “Malai Malar”

• The Annual Reports and quarterly reports aremade available in the “investor “section of thecompany’s website www.veejaylakshmi.com which is user friendly and are easily downloadable.

General shareholder information1. annual General Meeting:

AGM Date September 26, 2016Time 10.00 AM

VenueNanipalkhivala Auditorium, Mani Higher Secondary School Premises,Coimbatore - 641 037

2. financial calendar for 2015-16Financial Year : 1st April, 2015 to 31st March, 2016

Board meeting dates for approval of quarterly results:1st Qtr. ended on June 30, 2015 : within 45 days from the close of quarter2nd Qtr. ended on September 30, 2015 : within 45 days from the close of quarter3rd Qtr. ended on December 31, 2015 : within 45 days from the close of quarter

4th Qtr. ended on March 31, 2016 : within 60 days from the close of quarter

Book Closure dates : 19/09/2016 to 26/09/2016 (both days inclusive)

Dividend Payment Date : N A

ListingOnStockExchanges : BSELimitedTheEquity sharesof the companyare listed inBSELtd. (BombayStockExchange).TheCompanyhaspaid the listing fees to the stockexchange for theFinancialYear 2016-17.

3. stock code: BSE Limited: 522267 ISIN with NSDL and CDSL: Equity Shares: INE466D01019



4. stock Market price data Market price data (High/Low) during eachmonth in the financial year 2015-2016 onBSELimited

are as under:

Month High (Rs) Low (Rs)April - 2015 54.90 42.10May - 2015 53.30 41.00June - 2015 47.50 39.80July - 2015 56.90 43.55August - 2015 56.00 44.00September - 2015 44.90 39.00October - 2015 53.25 40.25November - 2015 50.00 42.20December -2015 50.90 43.05January - 2016 52.60 39.65February -2016 48.35 42.35March - 2016 45.50 36.45

5. Performance of company share price in comparison with Bse sensex: Thecompany’s shareprice isnot comparablewith theBSESensex in viewof thevolumeof shares

traded being less.

6. Variations in the Market capitalisation of the company, Price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31,2016 March 31, 2015Market Capitalisation of the Company (` Lakhs) 2,277 2,280Issued capital (in Nos) 5071900 5071900Closing price at B S E Ltd. (`) 44.90 44.95Earning per share (`) -7.78 3.62Price Earning Ratio as at closing date -5.77 12.42

Note: • Percentage increase over decrease in the market quotations of the shares in comparison to the

rate at which the company came out with the last public offer : Not comparable in view of the last public offer having been made long back in 1994.

7. registrar and share transfer agents : S K D C Consultants Limited

Kanapathy Towers 3rd Floor, 1391/A-1, Sathy RoadGanapathy, Coimbatore – 641 006 Telephone: + 91 0422-6549995, 2539835, Email: [email protected] Web: www.skdc-consultants.com



8. share transfer system: The share transfers are registered and returned within a period of thirty days from the date of receipt

if, documents are in order. The Share transfers are approved by share transfer committee, which meets as and when required.

9. distribution of shareholding as on 31st March 2016

Shareholding of Nominal value of Rs.10 each

No. of Shareholders

% of Shareholders

Shareholding in `

% of Shareholding

UPTO to 5,000 5776 93.63 68,79,540 13.565,001 to 10,000 1862 3.02 14,92,680 2.9410,001 to 20,000 95 1.54 13,97,890 2.7620,001 to 30,000 39 0.63 9,87,710 1.9530,001 to 40,000 23 0.37 8,32,350 1.6440,001 to 50,000 12 0.19 5,71,020 1.1350,001 to 1,00,000 18 0.29 13,25,430 2.611,00,001 AND ABOVE 20 0.32 3,72,32,380 73.41GraNd totaL 6375 100.00 5,07,19,000 100.00

10. categories of shareholders as on 31st March 2016

Category No. of Shares Held % of Shareholding

Promoter Holding • PromoterHolding 32,43,226 63.945

Public share Holding • MutualFundsandUTI 200 0.01• Banks,Fin. Institutions,

Insurance Companies500 0.01

• Govt. companies• FIIs 100 .001

others• Directors&Relatives 72760 1.434• PrivateCorporateBodies 65315 1.288• IndianPublic 1669632 32.919• NRI/OBC’s 20167 0.398

11. dematerialization of shares:

Mode No. of Shares %Demat 4757366 93.80Physical 314534 6.20totaL 5071900 100.00



Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:

The Company has not issued GDRs/ADRs/Warrants or any other instrument convertible into equity.

12. Plant Locations The Company’s plants are located as under:

• Unit I : Sengalipalayam,NGGOColonyPost,Coimbatore - 641022• Unit II&III : Kariyampalayam,Annur,Coimbatore - 641653• Unit IV : AthipalayamRoad,Vellamadai (p.o),Coimbatore - 641110• TextilesDivision : Thekkampatti,MettupalayamTaluk,Coimbatore - 641113

Wind Mills: • Kethanur,Palladam,Tirupur - 638671 • Sinjuwadi,Pollachi,Coimbatore - 642007 • Irukkanthurai,Radhapuram,Tirunelveli - 627011

13. address for correspondence For any assistance, request or instruction regarding transfer or transmission of shares,

dematerialisation of shares, change of address, non-receipt of annual report, dividend warrant and any other query relating to the Company, the investors may please write to the following address:

S K D C Consultants Limited Kanapathy Towers 3rd Floor, 1391/A-1, Sathy RoadGanapathy,Coimbatore - 641 006Phone : + 91 0422-6549995, 2539835,Email : [email protected] : www.skdc-consultants.com

The Company Secretary,Veejay Lakshmi Engineering Works LtdSengalipalayam, NGGO Colony post,Coimbatore - 641 022Phone : +91-422-2460 662Email : [email protected] [email protected]



decLaratioN PUrsUaNt to reG.34(3) aNd cLaUse d of scHedULe V of seBi (Lodr) reGULatioNs, 2015

Pursuant to Reg.34(3) and Clause D of Schedule V of SEBI (LODR) Regulations, 2015, I hereby declare that for thefinancial yearendedMarch31,2016 theBoardofDirectorsandSeniorManagementPersonnelof theCompanyhaveaffirmedcompliancewith thecodeof conductof theCompany. It isalsoconfirmed that theCodeofConduct hasalreadybeenpostedon thewebsite of theCompany.

Coimbatore (sd/-) J. anand21.05.2016 Managing Director

certificatioN BY ceo / cfo PUrsUaNt to reG.17(8) aNd Part B of scHedULe ii of seBi (Lodr) reGULatioNs, 2015

To The Board of Directors, Veejay Lakshmi Engineering Works Limited Coimbatore - 641 022

As required under Reg. 17(8) and Part B of Schedule II of SEBI (LODR) Regulations, 2015 we hereby certify that :

We have reviewed financial statements and the cash flow statement for the financial year ended

March 31, 2016 and that to the best of our knowledge and belief:

(a) (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) These statements together present a true and fair view of Company’s affairs and are in compliancewith existingAccountingStandards, applicable lawsand regulations.

(b) There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) We accept the responsibility of establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to theAuditors and theAuditCommittee, deficiencies in the design and operation of such internal controls, if any, ofwhichweareawareand the stepswehave takenor propose to take to rectifying thesedeficiencies.

(d) We have indicated to the Auditors and the Audit Committee :

(i) Significant changes in internal control over financial reportingduring the year.

(ii) Significant changes in accounting policiesmadeduring the year and the samehavebeendisclosed in thenotes to the financial statements; and

(iii) Instancesof significant fraudofwhichwehavebecomeawareand the involvement therein,if any, of the management or an employee having a significant role in the Company’s internal control systemover financial reporting.

Coimbatore (sd/-) d. ranganathan (sd/-) J. anand21.05.2016 Whole time Director Managing Director



aUditors’ certificate oN coMPLiaNce of coNditioNs of corPorate GoVerNaNce as Per cLaUse 49 of tHe ListiNG

aGreeMeNt aNd reGULatioN 15(2) of tHe ListiNG reGULatioN WitH BoMBaY stocK eXcHaNGe Ltd.

to the Members of Veejay Lakshmi engineering Works Limited

Wehave examined the compliance of conditions ofCorporateGovernance byM/s. Veejay LakshmiEngineering Works Limited, for the year ended 31st March, 2016, as stipulated in clause 49 of the ListingAgreement of the saidCompanywithStockExchanges in India for the period 1st April 2015to 30thNovember 2015 and as per relevant provisions of Securities and ExchangeBoard of India(Listing obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations’) as referred to in Regulation 15(2) of the Listing Regulations for the period 1st December 2015 to 31st March 2016.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited toproceduresand implementation thereof,adoptedby theCompany forensuringthe compliance of the conditions ofCorporateGovernance. It is neither an audit nor an expression ofopinionon the financial statementsof theCompany.

In our opinion and to the best of our information and according to the explanations given to us,we certify that the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement and Regulation 15(2) of the Listing Regulationwith theStockExchange for the year ended31stMarch, 2016.

On the basis of the records maintained by the Stakeholders Relationship Committee of the Company, westate that no investor grievance is pending for a periodexceedingonemonth.

We further state that our examination of such compliance is neither an assurance as to the futureviability of theCompanynor theefficiencyor effectivenesswithwhich themanagement has conductedthe affairs of the Company.

For N.r. doraisWaMi & co.Chartered Accountants

(Firm Regn. No.:000771S)

(sd/-) sUGUNa raVicHaNdraNCoimbatore Partner 21.05.2016 (Membership No. 207893)



iNdePeNdeNt aUditors’ rePort to the Members of M/s. Veejay Lakshmi engineering Works Limited

report on the financial statementsWehave audited the accompanying financial statements ofM/s. Veejay LakshmiEngineeringWorksLimited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss andCash FlowStatement for the year then ended, and a summary of significantaccountingpolicies andother explanatory information.

Managements’ responsibility for the financial statementsThe management and Board of Directors of the Company are responsible for the matters stated in Section134(5) of theCompaniesAct, 2013 (‘theact’)with respect to thepreparationof these financialstatements that givea trueand fair viewof the financial position, financial performanceand cash flowsof the Company in accordance with the accounting principles generally accepted in India, including the AccountingStandardsspecifiedunderSection133of theAct, readwith rule7ofCompanies (Accounts)Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditors’ responsibility Our responsibility is to expressanopinionon these financial statements basedonour audit.Wehavetaken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

Weconductedour audit in accordancewith theStandardsonAuditing specifiedunder section143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assuranceaboutwhether the financial statementsare free frommaterialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks ofmaterialmisstatement of the financial statements,whether due to fraud orerror. Inmaking those risk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

Webelieve that theaudit evidencewehaveobtained is sufficientandappropriate toprovideabasis forour audit opinionon the financial statements.



opinion In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by theAct in themanner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31stMarch, 2016and its lossand its cash flows for the yearended on that date.

report on other Legal and regulatory requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Governmentof India in termsof sub-section (11)of section143of theAct,wegive in theAnnexureA,astatementon themattersspecified inparagraphs3and4of theOrder to theextentapplicable.

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

a) we have sought and obtained all the information and explanationswhich to the best of ourknowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far asappears fromour examinationof thosebooks;

c) theBalanceSheet,Statement ofProfit and Loss andCashFlowStatement dealtwith by thisReport are in agreement with the books of account;

d) inouropinion, theaforesaidfinancial statementscomplywith theAccountingStandardsspecifiedunder section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on March 31, 2016, and takenon recordby theBoardofDirectors, noneof thedirectors isdisqualifiedasonMarch31,2016, from being appointed as a director in terms of section 164(2) of the Act;

f) with respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate report in “AnnexureB”; and

g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationandaccording to theexplanationsgiven to us;

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long term contracts including derivative contracts; as such the question of commenting on any materials foreseeable losses thereon does not arise.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Production Fund by the company.



Coimbatore (sd/-) sUGUNa raVicHaNdraN21.05.2016 Partner

(Membership No. 207893)



aNNeXUre - a to iNdePeNdeNt aUditors’ rePort

Annexure referred to inour IndependentAuditors’ report to themembersofVeejayLakshmiEngineeringWorksLimited (‘theCompany’) on the financial statements for the year ended31March2016.On the basis of such checks as we considered appropriate and according to the information and explanationsgiven to usduring the courseof our audit,we report that:(i) a. The Company has maintained proper records showing full particulars, including quantitative

details and situationof fixedassets; b. As explained to us, fixed assets have been physically verified by themanagement at regular

intervals; as informed to usnomaterial discrepancieswerenoticedon such verification. In ouropinion, this periodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

c. The title deeds of immovable properties are held in the name of the company.(i) a. The inventory hasbeenphysically verifiedduring the year by themanagement. In our opinion

the frequencyof verification is reasonable. b. The Company has maintained proper records of inventories and the discrepancies between the

physical inventories and the book records which have been properly dealt with in the books of account were not material.

iii) The Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Hence, the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the Company and whether reasonable steps for recovery of overdue amounts of such loans are taken does not arise.

iv) Inouropinionandaccording to the informationandexplanationsgiven tous, theCompanyhasnotgiven any loans, investments, security and guarantees for loans taken by others. Hence, compliance with the provisions of section 185 and 186 of the Companies Act, 2013 is not required.

v) The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act 2013.

vi) We have broadly reviewed the cost recordsmaintained by the company specified by theCentralGovernment under sub-section (1) of Section 148 of the Companies Act, 2013, as applicable to the company, andareof theopinion that prima facie the specified cost recordshavebeenmaintained.Wehave, however, notmadea detailed examination of the cost recordswith a view to determinewhether they are accurate or complete.

vii) According to the information andexplanations given to us andon the basis of our examination ofthe records of the Company in respect of the statutory dues:

a) The company is regular in depositing undisputed statutory dues including Provident Fund, EmployeesState Insurance, IncomeTax, Sales Tax, Service Tax, duty ofCustoms, duty ofexcise,ValueAddedTax,Cessandother statutorydueswithappropriateauthoritiesduring theyear.According to the informationandexplanationsgiven tous,noundisputedamountspayablein respect of the above said dues were outstanding, as at 31st March, 2016 for a period of more than sixmonths from thedate theybecamepayable.

b) According to the recordsof theCompany, therearenoduesofSalesTax, IncomeTax,ValueAddedTax,ServiceTax,CustomsDuty,ExciseDuty/Cesswhich havenot beendeposited onaccount of anydisputeexcept asunder:



Name of Statute Nature of Dues Amount ` in Lakhs

Forum where the dispute is pending

CentralExciseAct, 1944 CentralExciseandServiceTax 3.58* Customs, Central Excise and

ServiceTaxAppellateTribunal

CentralExciseAct, 1944 CentralExciseandServiceTax 3.14 Customs, Central Excise and






CentralExciseAct, 1944 CentralExciseandServiceTax 3.43 Commissioner of Central

ExciseCoimbatoreDivision I

CentralExciseAct, 1944 CentralExciseandServiceTax 0.63 Commissioner of Central

ExciseCoimbatoreDivision I*Includes 3.97 lakhs pre deposit amount paid.

viii)Based on our audit procedures and the information and explanations given by themanagement,we are of the opinion that the company has not defaulted in repayment of loans or borrowings to financial institutions, banks, government or debentureholders.

ix) Inouropinion,andaccording to the informationandexplanationsgiven tous,weareof theopinionthat the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans availed by the company were applied for the purposes for which they were availed.

x) During the course of our examination of the books and records of theCompany carried out inaccordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud by theCompany or on theCompany by its officers or employees noticedor reported during the course of our audit nor have been informed of any such instance by the management.

xi) Managerial remuneration has been paid/provided in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Companies Act 2013

xii) The company is not aNidhi andhencenot coveredby theNidhiRules, 2014.xiii)Based on our audit procedures and the information and explanations given by themanagement,

we are of the opinion that all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and the details of the same have been disclosed in the financial statementsas requiredby theapplicable accounting standards.

xiv)The company has notmade any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year hence compliance of section 42 of the Companies Act, 2013 is not required.

xv) The company has not entered into any non-cash transactions with the directors or personsconnected with the directors, hence compliance of section 192 of the Companies Act, 2013 is not required.

xvi)As the company is not aNonBankingFinancialCompany it is not required to be registered undersection 45-IA of the Reserve Bank of India Act, 1934.






aNNeXUre – B - to iNdePeNdeNt aUditors’ rePortReport on the Internal Financial Controls under Clause (i) of

Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s. Veejay Lakshmi Engineering Works Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statementsof theCompany for the year endedon that date.

Management’s responsibility for internal financial controlsTheCompany’smanagement is responsible for establishing andmaintaining internal financial controlsbased on internal controls over financial reporting criteria established by theCompany consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include thedesign, implementationandmaintenanceof adequate internal financialcontrols thatwere operating effectively for ensuring the orderly and efficient conduct of its business,including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as requiredunder theCompaniesAct,2013.

auditors’ responsibilityOur responsibility is to express an opinion on theCompany’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extentapplicable toanaudit of internal financial controls,bothapplicable toanaudit of InternalFinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reportingwasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemover financial reportingand their operatingeffectiveness.Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that amaterialweakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraudor error.

Webelieve that theaudit evidencewehaveobtained is sufficientandappropriate toprovideabasis forour audit opinionon theCompany’s internal financial controls systemover financial reporting.

Meaning of internal financial controls over financial reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recordedasnecessary topermit preparationof financial statements inaccordancewith



generally acceptedaccountingprinciples, and that receipts andexpendituresof the companyarebeingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionof the company’s assets that couldhaveamaterial effect on the financialstatements.

inherent Limitations of internal financial controls over financial reportingBecause of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to error or fraudmay occur and not be detected. Also, projections of any evaluation of the internal financialcontrolsover financial reporting to futureperiodsare subject to the risk that the internal financial controlover financial reportingmaybecome inadequate becauseof changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.

opinionInouropinion, theCompanyhas, inallmaterial respects, anadequate internal financial controls systemover financial reporting and such internal financial controls over financial reporting were operating effectivelyasat31March2016,basedon the internal control over financial reportingcriteriaestablishedby the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.






BaLaNce sHeet as at 31st MarcH 2016

Particulars Note No.

figures at end of the

current reporting

period as at

31.3.2016

Figures at the end of

the previous reporting

period as at

31.3.2015` in lakhs

i. eQUitY aNd LiaBiLities(1) share Holders’ funds (a) Share Capital 1 507.19 507.19 (b) Reserves and Surplus 2 5,318.43 5,713.16

sub total (1) 5,825.62 6,220.35(2) Non current Liabilities (a) Long Term Borrowings 3 1,001.48 1,244.27 (b) Long-term Provisions 4 38.42 136.92

sub total (2) 1,039.90 1,381.19(3) current Liabilities (a) Short term Borrowings 5 116.75 1,348.84 (b) Trade Payables 6 507.91 958.03 (c) Other Current Liabilities 7 1,100.52 605.74 (d) Short-term provisions 8 49.90 59.32

sub total (3) 1,775.08 2,971.93totaL LiaBiLities 8,640.60 10,573.47

ii. assets(1) Non-current assets (a) FixedAsssets (i) Tangible Assets 9 4,614.82 4,740.65 (ii) Intangible Assets 0.01 1.91

sub total (1) 4,614.83 4,742.56 (b) Non current Investments 10 3.16 3.16 (c) DeferredTaxAsset 11 412.01 321.56 (d) Long Term Loans and Advances 12 103.85 145.43

sub total (2) 5,133.85 5,212.71(2) current assets (a) Current Investments 871.62 – (b) Inventories 13 1,802.90 2,828.28 (c) Trade Receivables 14 282.60 1,295.17 (d) Cash and Cash equivalents 15 129.50 717.32 (e) Short term Loans and Advances 16 67.59 112.52 (f) Other current assets 17 352.53 407.47

sub total (3) 3,506.74 5,360.76totaL assets 8,640.60 10,573.47

Seeaccompanyingnotes to the financial statements.

As per our report attached (sd/-) V.J. JaYaraMaN (sd/-) J. aNaNd For N.r. doraisWaMi & co Chairman Cum Managing Director Managing Director Chartered Accountants (Firm Registration No. 000771S) (sd/-) d. raNGaNatHaN (sd/-) V.K. sWaMiNatHaNCoimbatore (sd/-) sUGUNa raVicHaNdraN Whole-Time Director Company Secretary21.05.2016 Partner, (Membership No.207893)



stateMeNt of Profit aNd Loss accoUNt for tHe Year eNded 31st MarcH, 2016

Particulars Note No.

figures for the current

reporting period

31.3.2016

Figures for the

previous reporting

period 31.03.2015

` in lakhs

i. Revenue from operations 18 7,879.47 11,006.69

ii. Other Income 19 58.06 36.69

iii. total revenue (i+ii) 7,937.53 11,043.38

iV. Expenses Cost of Materials consumed 20 4,792.00 6,361.54 Purchase of Traded goods – 863.88 Changes in Inventories of Finished goods, Work-in

process and Stock in trade21 134.35 630.12

EmployeeBenefitsExpense 22 1,096.01 1,401.19 Finance Costs 23 66.20 230.81 Depreciationandamortizationexpense 466.78 992.42 Other expenses 24 1,947.24 2,080.60 total expenses 8,502.58 12,560.56

V. Profit beforeexceptional andextraordinary itemsandtax (III-IV)

-565.05 -1,517.18

Vi. Exceptional items (income (+), expenses (-)) 25 79.87 1,497.77

Vii. Profit beforeextraordinary itemsand tax (V-VI) -485.18 -19.41

Viii. Extraordinary items – –

iX. Profit beforeTax (VII-VIII) -485.18 -19.41

X. TaxExpense: CurrentTax – – Prior year taxes – -0.08 DeferredTax -90.45 -202.70

Xi. Profit andLoss for theperiod fromcontinuingoperations (IX-X)

-394.73 183.37

Xii. Earning per share Basic & Diluted -7.78 3.62





casH fLoW stateMeNt for tHe Year eNded 31.03.2016Year ended

March, 2016Year ended

March, 2015` In lakhs

a. cash flow from operating activities NetProfitBeforeTaxandextraordinaryitem -485.18 -19.41 Adjustments for : Depreciation 466.78 992.42 Interest paid 66.20 230.81 Profit/LossonsalesofInvestments -6.75 – Profit/LossonsaleofAssets -155.46 -925.15 Interest/Dividend Income -26.20 -20.51 Operating Profit before working capital changes -140.61 258.16 (Increase)/Decrease in Trade and Other Receivables 264.56 -1,335.56 Increase/(Decrease) in Payables -1,302.96 1,968.93 Decrease/(Increase) in Inventories 1,025.38 81.51 cash generated from operations -153.63 973.04 DirectTaxespaid 17.34 -105.80 Cash flow before extra ordinary items -136.29 867.24 Net Cash from Operating Activities -136.29 867.24

B. cash flow from investing activities PurchaseofFixedAssets -342.79 -3,925.53 SaleofFixedAssets 159.19 1,306.98 Redemption of Investments 6.75 1,705.78 Interest received 17.17 19.96 Dividend Received 9.53 0.55 Net cash used for Investing Activities -150.15 -892.26

C. Cash flow from Financing Activities Increase/(Repayment) of Long Term borrowings -234.04 944.28 Dividends paid -1.14 -1.93 Interest paid -66.20 -230.80 Netcashfromfinancingactivities -301.38 711.55

Net increase in cash and cash equivalents -587.82 686.53 cash and cash equivalents as at 31.3.2015 717.32 30.79 cash and cash equivalents as at 31.3.2016 129.50 717.32




Note Particulars No.


reporting period

as at 31.3.2016

Figures for the previous

reporting periodAs at

31.3.2015` in lakhs

1. sHare caPitaL

Equity Share Capital Face/par value per share - ` 10 10 Authorised Capital - Number of shares 1,80,00,000 1,80,00,000 Authorised Capital - Amount ` in lakhs 1,800 1,800 issued, subscribed and fully paid up capital - No of shares 50,71,900 50,71,900 Total paid up Capital Value ` in lakhs 507.19 507.19 Subscribed but not fully paid Nil Nil No of shares paid up outstanding at the beginning of reporting period 50,71,900 50,71,900 Changes during the reporting period Nil Nil No of shares paid up outstanding at the end of reporting period 50,71,900 50,71,900

No of shares held by persons holding more than 5% of total shares Sri V.J. Jayaraman 12,35,494 12,26,965 Smt J. Vidya 7,36,110 7,25,700 Sri J.Anand 12,09,807 11,61,717

Informationregardingissueofsharesinthelastfiveyears

a) The Company has not issued any shares without payment being received in cash

b) There has been no issue of Bonus Sharesc) The Company has not undertaken any buy back of Shares

Shares reserved for issue of options etc. Nil Nil Securities that can be convertible into shares Nil Nil Calls unpaid Nil Nil Forfeited shares Nil Nil

Preference Share Capital (6% non cumulative redeemable preference shares of Rs.10 each)

Authorised Capital No of shares 3,60,00,000 3,60,00,000 Authorised Capital - Amount ` in Lakhs 3,600.00 3,600.00 Subscribed and Paid up Nil Nil

Notes to tHe fiNaNciaL stateMeNts for tHe Year eNded 31st MarcH, 2016





reporting period

as at 31.3.2016



31.3.2015` in lakhs

2. reserVes aNd sUrPLUs (a) Securities Premium Reserve Share Premium Account 2,116.43 2,116.43 (b) Other Reserves General Reserve Balance at the beginning of the reporting period 3,574.63 3,574.63 Additions During the year – – Balance at the end of the reporting period 3,574.63 3,574.63 (c) Capital Reserve Balance at the beginning of the reporting period 100.82 – Reserves of the Subsidiary transferred on merger – 100.82 Balance at the end of the reporting period 100.82 100.82 (d) Surplus-BalanceinProfitandLossstatement Balance at the beginning of the reporting period -78.72 972.16 BalanceintheProfit&Lossaccountofthesubsidiarytakenonmerger – -844.48

Less: WDV of Assets transferred as per Schedule II & Deferred taxonabove

– -389.77

Profit/(Loss)aftertaxesduringtheyear -394.73 183.37 Transfer to general reserve – – Balance at the end of the reporting period -473.45 -78.72 total reserves and surplus 5,318.43 5,713.16

3. LoNG terM BorroWiNGs a. term Loans secured State Bank of India 35.48 274.27

SecuredbyachargeonthespecificitemsoffixedassetsacquiredoutoftheTermLoansandachargeonotherFixedAssetsonparipasu basis and two Directors have guaranteed the above loan

total secured 35.48 274.27 B. Unsecured - Loans and advances from related parties Loans from directors 966.00 970.00

Unsecuredloansarefrompromotersandhavenofixedmaturity.Repayment date as decided by the Company/Board of Directors.

total Unsecured Loans 966.00 970.00 total Long term Borrowings 1,001.48 1,244.27

Secured/Unsecured borrowings - There is no default/delay in repayment of principal or interest and no amount is over due as at the end of the reporting period.There is no redeemed bonds/debentures for which the Company has power to issue






reporting period

as at 31.3.2016



31.3.2015` in lakhs

4. LoNG terM ProVisioNs ProvisionforEmployeebenefits-Gratuity 38.42 136.92

5. sHort terM BorroWiNGs Loans repayable on demand - Secured FromBanks(Workingcapitalfacilities-CashCredit,Exportpacking

credit and Bills discounted)State Bank of India 111.37 1108.00Bank of Baroda 5.38 –Indian Overseas Bank – 240.84

Securedbyafirstchargeoncurrentassets,mortgageoffactorylandandbuildings andsecondchargeonmovablefixedassetsonparipassu basis.

total short term Borrowings 116.75 1,348.84There is no default in payment of principal or interest for the above

6. trade PaYaBLes Total outstanding dues of Micro enterprises and Small Enterprises 269.10 2.90 Total outstanding dues of creditors other than micro enterprises and

small enterprises238.81 955.13

total Payables 507.91 958.03

7. otHer cUrreNt LiaBiLities Current Maturities of Long Term Debt (Secured) State Bank of India 248.75 240.00 Advance Received against sales 833.37 358.62 Unclaimed Dividends 2.00 3.14

LiabilitiesforotherFinance-StatutoryLiabilities,Taxcollectionspayable, Deduction from Salaries and Wages,etc.

16.40 3.98

total other current Liabilities 1,100.52 605.74

8. sHort terM ProVisioNsProvisionforEmployeebenefits 49.90 59.32

total short term Provisions 49.90 59.32




9 fi

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cost up to 31.03.2016

Up to 31.03.2015

For the year

Withdrawn during the year

Upto 31.03.2016

as at 31.03.2016

As at 31.03.2015

` in

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No

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cia

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ts f

or

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e Ye

ar

eN

ded

31st

Ma

rc

H, 2

016





reporting period

as at 31.3.2016



31.3.2015` in lakhs

10. iNVestMeNts (i) in Government or trust securities 7YearsNationalSavingsCertificateatCost 0.10 0.10

(ii) in shares and Bonds

Non-trade Quoted

1500 Equity Shares of ̀ 10/- each in M/s Lakshmi Machine Works Limited, fully paid up at cost

0.14 0.14

10000 Equity Shares of ` 10/- each in M/s Precision Fasteners Limited, fully paid up, at cost

5.00 5.00

200 Equity Shares of ` 10/- each in M/s IFCI Limited fully paid up at cost

0.04 0.04

3340 Equity Shares of ` 1/- each in State Bank of India, fully paid up, at cost

1.59 1.59

13100 Equity Shares of ` 10/- each in M/s Veejay Sales and Services Limited at cost

1.31 1.31

Total 8.18 8.18

Less Investment Fluctuation Reserve 5.02 5.02

total 3.16 3.16

Aggregate Value of Quoted Investment – Cost 6.77 – Market Value 50.73 Aggregate Value of Unquoted Investments – Cost 1.41

11. deferred taX asset - (Net)

Carry Over Loss and other timing difference items 3,204.56 2,875.64DeferredTaxAsset-A 990.21 933.00Depreciation 1,871.19 1,884.53DeferredTaxLiability-B 578.20 611.44

deferred tax asset - (Net) a – B 412.01 321.56






reporting period

as at 31.3.2016



31.3.2015` in lakhs

12. LoNG terM LoaNs aNd adVaNces (Unsecured considered good)

Capital Advances – 42.39 Security Deposits 103.85 103.04 total Long term Loans and advances 103.85 145.43

All the above are unsecured but considered good and no allowance made for bad or doubtful debt

13. iNVeNtories Raw Materials & Components 935.52 1,799.96 Scrap 2.61 3.23 Work-in-Progress 281.68 644.24 Stores and spares 102.61 100.41 Finished goods 398.37 169.54 Retired Assets held for disposal 82.11 110.90 total inventories 1,802.90 2,828.28

14. trade receiVaBLes Unsecured considered good Outstandingforaperiodabovesixmonths 22.95 – Others 259.65 1,295.17 total trade receivables 282.60 1,295.17

15. casH aNd casH eQUiVaLeNts Balance with Banks – in Current Accounts 5.16 616.08 – in Deposit Account with maturity less than 3 months 74.13 13.10 – Deposits for Margin money or for other commitments/security 18.57 16.60 Ear marked balances with Banks-Unclaimed Dividends 2.00 3.14 Cash on hand 29.64 68.40 total cash and cash equivalents 129.50 717.32

16. sHort terM LoaNs aNd adVaNces (Unsecured considered good)

i) Advance to Suppliers - Others 59.53 92.67 ii) Advance to Staff and Workers 8.06 15.66 (Unsecured - doubtful) Advance to suppliers - Others – 4.19

total short term Loans and advances 67.59 112.52






reporting period

as at 31.3.2016



31.3.2015` in lakhs

17. otHer cUrreNt assets AdvancepaymentofTaxes,TDS&MATcreditentitlements 212.50 229.84 Cenvat/Vat credit, Duty draw back, tuf subsidy and other receivables 98.57 155.01 PrepaidExpenses 41.46 22.62 total other current assets 352.53 407.47

18. reVeNUe froM oPeratioNs a) Sale of Products 8,039.00 11,344.53 b) Sale of Services 17.00 270.22 c) Other operating revenues 67.43 61.47 sub total 8,123.43 11,676.22 LessExciseDuty 243.96 669.53 revenue Net of excise duty 7,879.47 11,006.6919. otHer iNcoMe Interest receipts 16.67 19.96 Rent receipts 0.63 1.50 Dividend receipts 9.53 0.55 ForeignExchangeLoss/(gain) 24.48 13.18 Net gain on sale of investments 6.75 – Miscellaneous income – 1.50 total other income 58.06 36.6920. cost of MateriaLs coNsUMed Raw materials - Ferrous 507.05 474.34 Raw materials - Non-Ferrous 75.77 159.11 Raw materials - Castings 81.42 91.18 Raw materials - Non metals 59.73 71.62 Components 749.10 1,733.87 Raw materials - Cotton 3,318.93 3,831.42 Materials consumed 4,792.00 6,361.5421. cHaNGes iN iNVeNtories of fiNisHed Goods,

WorK-iN Process aNd stocK iN trade Opening stock 817.01 1447.13 Closing stock 682.66 817.01 (increase) / decrease 134.35 630.1222. eMPLoYee BeNefits Salary, Wages, Gratuity, etc 911.36 1,162.48 Contribution to Provident Fund 42.87 59.87 StaffandLabourWelfareexpenses 141.78 178.84 total employee cost 1,096.01 1,401.1923. fiNaNce costs Interestexpense 52.85 214.32 Other borrowing costs 13.35 16.49 total finance cost 66.20 230.81






reporting period

as at 31.3.2016



31.3.2015` in lakhs

24. otHer eXPeNses Stores consumed 330.59 358.78 Fabrication Charges 206.44 182.13 Power and Fuel 832.89 852.65 Freight 110.86 123.66 Printing and Stationery 11.51 10.69 Postage and Telephone 14.18 21.66 Travelling and Vehicle Maintenance 70.17 54.45 Insurance 4.14 14.76 Rent 6.04 6.71 Bank Charges 11.38 16.15 LicencesandTaxes 46.32 66.57 Sales commission 58.69 104.24 Salespromotion&Advertisementexpenses 5.56 9.61 Subscription and periodicals 3.73 3.86 Directors’ sitting fees 1.16 1.51 Audit fees 1.20 1.20 Legal and Professional charges 20.97 22.27 Repairs and Maintenance-Buildings 20.90 18.64 Repairs and Maintenance-Machinery 160.99 99.96 Repairs and Maintenance-Others 22.60 7.13 Bad Debts written off 5.66 91.36 Loss on sale of Investments – 11.03 MiscellaneousExpenses – 0.01 Donations 1.26 1.57 total other expenses 1,947.24 2,080.60

25. eXcePtioNaL iteMs + iNcoMe / – eXPeNditUre Sale of know how fees – 600.00 ExciseDutyclaim – -64.00 ProfitonSaleofAssets 155.46 936.18 VRS Payment -75.59 – Provision for Doubtful Debts in Previous years reversed – 25.59 total 79.87 1,497.77






Note forMiNG Part of fiNaNciaL stateMeNt for tHe Year eNded 31.03.2016

i. siGNificaNt accoUNtiNG PoLiciesa. system of accounting: The Financial Statements are prepared under historical cost convention

and on accrual basis in accordance with the applicable accounting standards.

B. Use of estimates:Thepreparationof thefinancial statements in conformitywithgenerallyacceptedaccounting principles requires estimates and assumptions to be made that affect the reported amountsofassetsand liabilitieson thedateof thefinancial statementsand the reportedamountsofrevenuesandexpensesduring the reportingperiod.Differencesbetweenactual resultsandestimatesare recognized in the period in which the results are known/materialized.

c. recognition of income and expenditure: Revenue from sale transaction is recognized as and when the property in the goods is sold /transferred to the buyer for a definite consideration. Revenue from service transactions and other source is recognized on the completion of the contract. Dividends from investments, export incentive underDutyDrawback schemeare recognizedwhenthe right to receive payments/credit is established and there is no uncertainty regarding the amount of consideration or its collectability.

d. fixed assets/Borrowing costs:FixedAssetsarecapitalizedat cost inclusiveoferectionexpensesand other incidental expenses in connectionwith the acquisition of the assets and net ofCenvatCredit /TEDandVAT, if any, to theextent it couldbeadjustedagainst theExciseDuty/VAT liabilityof theCompany. The borrowing cost on the additions to fixed assets is capitalized in accordancewith AS 16.

e. depreciation: Depreciation on Fixed Assets has been provided on useful life of the assets inaccordance with Schedule II of the Companies Act, 2013.

f. taxation: Provision for taxation ismade as per estimated total income after considering variousreliefs under the provisions of the Income-TaxAct, 1961. In accordancewithAS22, the deferredtax for timingdifferencesbetween thebookand tax profits for the year is accounted for using thetax ratesand laws that havebeenenactedasof thebalance sheet date.

G. Employee Benefits: The provision has been made as required under AS 15. Bonus has been provided as per practice followed in earlier years. For Gratuity, Leave encashment and accumulated compensated absences provision has been made based on the estimates provided by an actuary.

H. foreign exchange transactions: The transactions in respect of import ofmaterials and exportsaleshavebeenaccounted for at the ratesof exchangeprevailingon thedateof the transactions.However, in respect of transactions remaining unpaid/unrealized, exchange rates prevailing at theend of the year have been adopted.Difference arising out of fluctuation in the exchange for theabove transactionhasbeen taken toa separateaccount,which isdebited/credited to theProfit andLoss Account. Wherever Forward Contracts have been entered, the premium or discount has been recognized over the period of the contract and the exchange differences on these contracts havebeen adjusted during the period in which the differences have taken place. All forward contracts havebeenenteredonly for import orexport transactionsof theCompanyandnocontracthasbeenentered for speculative purposes. The Company has no foreign operations.

i. impairment of assets: The carrying amount of the fixed assets is reviewed for provision forimpairment as required under AS 28. In the opinion of the Company, the recoverable amount of the fixed assets of theCompanywill not be lower than the book value of the fixed assets.Hence noprovision has been made for impairment.



J. investments: Investments are shownat cost. Investment fluctuation reserve has been created forthe diminution in value of quoted investments.

K. Provisions, contingent liabilities and contingent assets: Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that therewill be an outflow of resources.Contingent liabilities are notrecognized but are disclosed in the notes to financial statements.Contingent assets are neitherrecognizednordisclosed in the financial statements.Provisions, contingent liabilitiesand contingentassets are reviewedat eachbalance sheet dateandadjusted to reflect the current best estimates.

L. earning Per share:BasicEarningper share is calculatedbydividing thenetprofitor lossafter taxfor the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

M. Cash flow Statement:Cashflowsare reportedusing the indirectmethod.Closingbalancesof cashincludes cash and cash equivalents in hand and balances in bank in current accounts.

N. segment reporting: Business segments are identified based on the nature of products and services.For reporting thebusinesshasbeensplit into three segments–Engineering,TextilesandWindmills. Power generated from windmills is wheeled through Electricity Board and adjusted against the consumption of power by the Company. The entire value of power generated is treated as sale to Electricity Board and included in the sales turnover. Self Consumption is not considered for Inter Segment Revenue/Adjustments, as has been done in the past.

Note forMiNG Part of fiNaNciaL stateMeNt for tHe Year eNded 31.03.2016 (contd.…)



Particulars

figures as at

31.03.2016

Figures as at

31.3.2015` in lakhs

2. eXPeNditUre iN foreiGN cUrreNcYa. Value of imports made on cif basis

i. Raw Materials and Components 116.03 465.27 ii. Spare parts and consumable 9.82 15.08 iii. Capital goods 124.78 35.28 total 250.63 515.63B. other expenses in foreign currency 14.80 13.36

c. consumption i. Total value of all imported raw materials, components and spare

parts consumed373.67 1,074.28

% to total 8% 17%ii. Total value of all indigenous raw materials, components and

spare parts consumed4,418.33 5,287.26

% to total 92% 83%total consumption 4,792.00 6,361.54

d. earnings in foreign currencyExportofgoods-F.O.B. value 3,047.13 2,642.67

3. coNtiNGeNt LiaBiLities aNd coMMitMeNtsa. Dutyliabilityandinterestonaccountofpendingexportobligation

against EPCG Licences35.00 15.00

b. Amounts claimed by Customs, Excise and Market committeeauthorities disputed in appeals

9.26 11.20

c. Claims from Debtors and Creditors not acknowledged as debts – 28.18

d. Guarantees issued by Banks on behalf of the Company 108.08 –

e. Letter of credits issued by Banks on behalf of the Company 10.84 –

f. Estimatedamountofcapitalcontractsremainingtobeexecuted 2.26 24.78

g. Arbitration awards were made in favour of two foreign cotton suppliers. This has been challenged by the Company in the Court of Law.

71.03 67.67

4. research and development expenses incurred 30.02 61.33

5. Gain (Loss) on account of foreign exchange difference included in the profit and loss account on trade payable/ receivables included under other operating revenues

24.48 13.18




6. reLated PartY discLosUres for tHe Year eNded 31.03.16 (` In Lakhs)

Particulars Associated Companies/

Firms

Key Managerial personnel

Purchase of goods and services-raw materials, components and engineering job works

2015-16 693.05 2014-15 1,774.25

Sale of machinery, spares, raw materials, components and job works

2015-16 352.56 2014-15 1,281.97

Sales commission paid 2015-16 – 2014-15 53.16

Rent paid 2015-16 4.80 1.23 2014-15 4.80 1.23

Managerial remuneration 2015-16 35.00 2014-15 44.24

Unsecured loans 2015-16 966.00 2014-15 970.00

Interest paid on loans 2015-16 – 2014-15 7.66

Outstanding due from the Company 2015-16 325.66 2014-15 309.55

Outstanding due to the Company 2015-16 41.66 2014-15 15.98

A. Companies/firms with which the company had transactions during the year. 1. M/s. Veejay Sales and Services Limited 2. M/s. Veejay marketing 3. M/s. Augustan Coimbatore Knitting Company Limited 4. M/s. Lakshmi Card Clothing Manufacturing Co. Ltd.

The transactions are in the ordinary course of business of the Company and do not fall under class of material transactions. Necessary approvals were obtained from the Board of Directors of the Company.B. Companies/firms with which the Company had no transactions during the year. 1. M/s. The Krishna Mills Private Limited 2. M/s.DeluxeMarketing 3. M/s.DeluxeComponents 4. M/s. Samrajyaa & Co 5. M/s. Prathishta Weaving & Knitting Co. Ltd 6. M/s. Augustan Knit Wear Pvt. Ltd. 7. M/s.AugustanTextileColorsLimited

c. Name of the Key Managerial Personnel 1. Sri. V.J. Jayaraman, Chairman cum Managing Director 2. Sri. J. Anand, Managing Director 3. Sri. D. Ranganathan, Whole Time Director (Finance & Marketing) 4. Sri V.K. Swaminathan, Company Secretary




7. The details of employee benefits for the period on account of gratuity which is funded defined employee benefit plans and leave encashment which is an unfounded defined benefit plan are as under:

ParticularsGratuity (Funded)

31.03.2016 31.03.2015a. expense recognised during year ended 31.03.2016 1. Current Service cost 6,91,441 7,87,596 2. Interest Cost 7,85,232 7,21,804 3. Expectedreturnonplanassets -19,608 -62,623 4. Actuarial Losses / (Gains) during the year -36,21,443 64,23,691 5. Directpayment/Pastservicecostvestedbenefits – – 6. TotalExpense -21,64,378 78,70,468B. actual return on Plan assets 1. Expectedreturnonplanassets 19,608 62,623 2. Actuarial (Loss) / Gain on Plan assets -19,608 -34,663 3. Actual return on plan assets – 27,960c. Net asset/(Liability) recognised in the Balance sheet 1. Present value of the obligation as on 31.03.2016 40,59,643 1,39,10,128 2. Fair value of plan assets as on 31.03.2016 2,17,588 2,18,156 3. Fundedstatus(surplus(deficit) -38,42,055 -1,36,91,972 4. Unrecognised past service cost – – 5. Net Asset/(Liability) recognised in the Balance sheet -38,42,055 -1,36,91,972d. change in Present value of the obligation during the year ended

March 31, 2016 1. Present value of the obligation as at April 1, 2015 1,39,10,128 98,52,114 2. Current service cost 6,91,441 7,87,596 3. Interest cost 7,85,232 7,21,804 4. Benefitspaid -76,86,106 -38,40,414 5. Actuarial (gain) / loss on obligation -36,41,052 63,89,028 6. Present value of obligation as at March 31,2016 40,59,643 1,39,10,128e. change in assets during the year ended March 31, 2016 1. Fair value of plan assets as at April 1, 2015 2,18,156 12,01,423 2. Expectedreturnonplanassets 19,608 62,623 3. Contributions made 76,85,538 12,54,479 4. Benefitspaid -568 -22,65,706 5. DirectBenefitPayments -76,85,538 – 6. Actuarial gain / (loss) on plan assets -19,608 -34,663 7. Fair value of plan assets as at March 31, 2016 2,17,588 2,18,156f. Major categories of plan assets as a percentage of total plan Qualifying insurance policies 790 728 Own plan assets 2,16,798 2,17,428 Total 2,17,588 2,18,156




8. seGMeNt rePort for tHe Year eNded 31.3.16 ` in lakhs

Revenue

31.3.16 31.3.15

engg. dvn.

Wind Mill dvn.

textile dvn. total Engg.

Dvn.

Wind Mill Dvn

TextileDvn Total

ExternalSales 3,160 229 4,490 7,879 4,817 254 5,935 11,006

Inter Segment Transfers 1 – – 1 159 – 2 161

Total Revenue 3,161 229 4,490 7,880 4,976 254 5,937 11,167

result – –

Segment Result -181 143 -432 -470 -642 191 -850 -1,301

Unallocatedincludingexceptionalitems -62 -70

OperatingProfit -532 -1,371

InterestExpense -66 -231

Interest Income 17 20

IncomeTaxes 90 203

Unallocable Income 96 1,562

ProfitfromOrdinaryActivities -395 183

ExtraOrdinaryItems – –

NetProfit -395 183

other information

Segment Assets 1,901 671 3,467 6,039 3,435 696 4,921 9,052

Un allocated Corporate Assets 2,601 1,521

Total Assets 8,640 10,573

Segment Liabilities 1,145 – 301 1,446 800 – 707 1,507

Un allocated Corporate Liabilities 7,194 9,066

Total Liabilities 8,640 10,573

CapitalExpenditure – – 343 343 49 3,876 3,925

Depreciation 133 50 284 467 610 33 349 992




9. As defined under Micro, small and Medium Enterprises Development Act 2006, the disclosure in respect of the amount payable to such enterprises as at 31.03.2016 has been made in the financial statements based on information received and available with the company.

31/3/2016 31/3/2015

` in lakhsa) The Principal amount due there on remaining unpaid to any

supplier as at the end of each accounting year269.10 2.90

b) The amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 along with the payment made to the supplier be-yond the appointed day during each accounting year

Nil Nil

c) The amount of interest due and payable for the period of delay in making payment (Which have been paid but beyond the appointed day during the year) but without adding the interestspecifiedunderthisAct.

Nil Nil

d) The amount of interest accrued and remaining unpaid at the end of each accounting year

Nil Nil

e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the dues are actually paid for the purpose of disallowance under Section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

Nil Nil

10. earnings per share

Profitbeforetaxes -485.18 -19.41 Tax -90.45 -202.78 ProfitAfterTax -394.73 183.37 No of equity shares 50,71,900 50,71,900 Earnings per share - ` -7.78 3.62

11. details for current investments Investment in Mutual Funds

Tata Floater Fund Regular Plan - Growth-cost 871.62 - Market Value 896.48

12 Figures have been rounded off to ̀ inlakhsandpreviousyearfigureshavebeenregrouped/rearrangedwherever necessary.





iNVestMeNt iN associates-coNsoLitated fiNaNciaL stateMeNts

TheCompany isholding26.2%ofequity shares inM/sVeejaySalesandServicesLimited.Thefinancialdetails of the above company and the value of investments computed as specified inAS23are givenbelow

Financial Details of the Associate Company, M/s Veejay Sales and Services Limited

31.3.2016 31.3.2015

Share Capital-Equity 5.00 5.00Share Capital- Preference(Non cumulative and redeemable 178.00 178.00Reserves 394.11 440.66Term Liabilities 481.32 564.33Current Liabilities 15.66 79.01 total Liabilities 1074.09 1267.00

FixedAssets-Net 498.23 697.80Other Non Current Assets 23.30 49.86Current Assets 552.56 519.34 total assets 1074.09 1267.00

Sales Turnover and other income 543.11 1844.43Profit beforeTaxation -73.69 17.12 Provision forTaxation -27.14 10.05 Profit afterTaxation -46.55 7.07 Proposed Dividend – –

Net Worth (Total Assets-Total Liabilities other than equity shares) 399.11 445.66Value of our investment under equity method 104.57 116.76

Value of Investments As per AS 23Investment value calculated under equity method 104.57 116.76Less Capital Reserve 103.26 115.45 Value of investment 1.31 1.31

Cost of original investment on the date of acquisition 1.31 1.31ShareofPre-acquisitionprofits/(Loss) 134.14 134.14ShareofPost acquisitionprofits/(Loss) till 31.03.2015 -18.69 -20.27ShareofProfits/(Loss) during the year -12.19 1.58




form No. MGt-11(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

ProXY forMCIN : CIN L29191TZ1974PLC000705Name of the Company : VEEJAY LAKSHMI ENGINEERING WORKS LTDRegisteredOffice : Sengalipalayam, NGGO Colony Post, Coimbatore - 641 022

Name of the Shareholder :

Registered Address :

E-mail ID :

Folio No. / Client ID :

DP ID :

I / we, being the shareholder(s) of …………. shares of the above named company, hereby appoint

1. Name : Address : E-mail ID : Signature : _________________________ or failing him



asmy/our proxy to attend and vote (on a poll) forme/us and onmy/our behalf at the 41st Annual General Meeting of the company, to be held on Monday, the 26th September, 2016 at 10.00 am at 'Nani Kalai Arangam,' Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore - 641 037 and at any adjournment thereof in respect of such resolutions as are indicated below :

Resolution No. ( )

Signed this _____day of ________________2016.(AffixRevenueStamp)

Signature of Shareholder :

SignatureofProxyholder(s) :

Note: This formof proxy in order to beeffective shouldbeduly completedanddepositedat the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

##

Regd.Office:Sengalipalayam,NGGOColonyPost,Coimbatore–641022 (CIN L29191TZ1974PLC000705)

atteNdaNce sLiP

Name & Address of the Shareholder No. of Shares held Sequence No. Folio No.

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company at ‘Nani Kalai Arangam, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore – 641 037 on Monday the 26th September 2016 at 10.00 AM.

SignatureofthememberorProxy


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