th
Your directors have great pleasure in submitting the Thirty Seventh (37
) Annual Report together with the audited accounts for the year ended 31st March 2025
FINANCIAL RESULTS
The Financial results for the year ended 31st March 2025 are furnished below:
(Rs. in Lakhs)
|
CURRENT YEAR |
PREVIOUS YEAR |
|
2024-25 |
2023-24 |
| Revenue from Operations & Other Income |
72857.81 |
84621.31 |
| Profit Before Finance Cost and Depreciation |
12982.56 |
13202.03 |
| Less: Finance Cost |
1619.73 |
1907.05 |
| Gross Profit For the Year |
11362.83 |
11294.98 |
| Less : Depreciation |
2244.14 |
2770.33 |
| Profit before Tax |
9118.69 |
8524.65 |
| Less : Tax Expense |
2544.53 |
2227.29 |
| Profit after Tax |
6574.16 |
6297.36 |
| Other Comprehensive income |
-54.21 |
-65.76 |
| Total Comprehensive income for the year |
6519.95 |
6231.60 |
| Add: Opening Balance of retained earnings |
62261.02 |
59033.17 |
| Amount available for appropriation |
68780.97 |
65264.77 |
| Less: Appropriations |
|
|
| Transfer to General Reserve |
1000.00 |
1000.00 |
| Dividend on Equity Shares |
2003.75 |
2003.75 |
| Closing Balance of retained earnings |
65777.22 |
62261.02 |
PERFORMANCE AND STATE OF AFFAIRS
Company Overview and Operational Highlights
The Company is engaged in the manufacture of cotton yarn and knitted
fabrics (i.e) core textile products that serve as essential inputs to the global apparel
and textile industry. Our primary raw material, raw cotton, is an agricultural commodity
that is both abundantly available and sustainably sourced, domestically and through
imports. Given the nature of our inputs and manufacturing processes, our operations
present minimal environmental or social risk.
Importantly, the production of cotton yarn and knitted fabrics is a non
water intensive process, significantly reducing our ecological footprint. Subsequent
processing by downstream users also would require minimum resources depending upon the
production activities carried out by the customer, further reinforcing the sustainable
nature of our value chain.
Our manufacturing activities fall under the ‘Orange'
category, as classified by the Tamil Nadu Pollution Control Board, indicating moderate
environmental impact. To under score our commitment to sustainable practices, we have
obtained several globally recognized certifications, including:
Global Organic Textile Standard (GOTS)
Better Cotton Platform
U.S. Cotton Trust Protocol (USCTP)
OEKO-TEX (Fabric, Recycled Polyester Cotton, Yarn)
Recycled Claim Standard V2.0 (RCS)
Cotton Made in Africa (CMIA)
Forest Stewardship Council (FSC)
Global Recycled Standard V4.0 (GRS)
Organic Content Standard V3.0 (OCS)
Regenagri Content Standard
Sedex
The Company continues to implement initiatives that enhance operational
efficiency and resource optimization. Our strategic priorities remain firmly aligned with
customer satisfaction, high quality production which serves as a base for attracting niche
customers who are aligned with our principles.
RAW MATERIAL SOURCING AND CUSTOMER RELATIONS
The Company sources high quality raw cotton from reputed suppliers
across India, USA , Australia , Africa and Egypt ensuring consistency in the quality of
our end products. We have earned a strong reputation in the industry for our ethical
procurement practices and our steadfast adherence to contract terms and this facilitates
us to accept customer's tailormade requests for product and delivery schedule with
utmost ease , fostering long- standing relationships with clients across geographies.
Owing to our meticulous raw material selection process and proprietary
in-house technology, we are able to deliver products which offer a low fall rate in the
hands of the downstream garment manufacturers. This quality advantage enhances our
customer's production efficiency fostering long term business relationships with our
Company.
BRAND ENGAGEMENT AND TRACEABILITY INITIATIVES
In response to the growing industry emphasis on traceability,
particularly among global brands, the Company has witnessed increased direct engagement
from end customers. Leading brands are now extending their sourcing traceability up to the
spinner level. In alignment with this trend, the Company is proud to have been approved as
a certified spinner by reputed international brands during the year. Furthermore, we are
in advanced discussions to sign Memorandums of Understanding (MoUs) for future order
commitments, further strengthening our position in the premium textile supply chain.
BUSINESS PERFORMANCE AND MARKET DYNAMICS
Despite prevailing geopolitical uncertainties and fluctuating global
demand, the Company sustained a stable performance, underpinned by:
Continued innovation in product development
Consistent adherence to quality standards
Timely fulfilment of committed orders
While the Company continues to uphold exceptional quality standards
across its product range, the actual growth achieved during the year fell short of
internal projections. This was primarily due to ongoing geopolitical disruptions and
global market uncertainties, which impacted demand patterns and supply chain dynamics
across key regions.
RENEWABLE ENERGY INITIATIVES
As part of our enduring commitment to sustainability, the Company has
made substantial investments in renewable energy infrastructure, comprising Wind power
installations with a capacity of 27.4 MW and Rooftop solar installations totalling 8.33
MW.
Together, the Company's renewable energy currently meet
approximately 82- 84 % of its total energy requirements. By maximizing the captive use of
clean energy, the Company actively contributes to the Clean Development Mechanism (CDM)
and supports broader efforts toward global climate change mitigation.
During the financial year, rooftop solar installations generated
8,673,734 kWh, while wind energy exported to the grid totalled 41,010,872.05 kWh. As a
result of these renewable energy initiatives, the Company successfully reduced CO
emissions by an estimated 35,723.23 tonnes, underscoring its commitment to environmental
sustainability.
FINANCIAL HIGHLIGHTS
| Particulars |
FY 2024 25 |
FY 2023 24 |
Change in |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
(%) |
| Total Revenue |
72,857.81 |
84,621.31 |
- 13.90% |
| Gross Pro t |
11,362.83 |
11,294.98 |
+ 0.60% |
While total revenue saw a year on year decline of 13.90%, the Company
recorded a modest 0.60% increase in gross profit, marking a notable recovery from the
38.04% decline recorded in the previous fiscal year. This improvement is a direct result
of enhanced operational efficiency and cost control measures.
EXPORT PERFORMANCE
Export turnover during the year stood at Rs.49,545.39 Lakhs, as against
Rs.59,330.84 Lakhs in the previous year reflecting a marginal decline of 0.16%, as
compared to 0.79% in FY 2023 24. Exports accounted for 72.43% of total turnover, slightly
lower than 74.02% in the prior year, reinforcing the Company's strong global market
presence.
CAPITAL INVESTMENT AND EXPANSION
In FY 2024 25 the Company invested Rs.2609.78 Lakhs from internal
accruals towards enhancing its capacity and infrastructure. The investment was allocated
as follows:
Plant and Machinery: Rs.1635.86 Lakhs
Factory Building: Rs.518.75 Lakhs
Capital Work in Progress: Rs.455.17 Lakhs
In addition, the Company is currently executing a project involving the
installation of 6048 spindles along with integrated solar power capacity. The estimated
project cost of Rs.40.00 Crores is fully funded through internal accruals. The project,
expected to be commissioned by September 2025, will specialize in the production of
specialty yarns, thereby diversifying our product offering and enhancing value addition as
per the changing market scenario.
FINANCIAL STABILITY
The Company remains debt free, with no long term liabilities on its
balance sheet. A robust cash position and prudent financial management ensure the
availability of adequate liquidity to support both current operations and planned future
expansions.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10.00 Crores to the General Reserve
out of the amount available for appropriation.
DIVIDEND
The Board of Directors has recommended payment of dividend for FY
2024-25 as under
| Rate of Dividend |
Dividend per equity share |
Amount of Dividend |
|
(Rs.) |
(Rs.in Lakhs) |
| 370% |
37 |
2118.25 |
If approved by the members at the Annual General Meeting (AGM) to be
held on 27.09.2025, the proposed dividend would result in cash outflow of dividend Rs.
2118.25 Lakhs for FY 2024-25 .The payout ratio of dividend works out to 32.22% (Previous
year dividend payout ratio 31.82%)
The Dividend Distribution Policy is placed on the Company's
weblinkhttp://www.acmills.in/2021/08/dividend-distribution-policy/ in terms of Regulation
43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mrs.Bhavya Chandran (DIN 02080649) Director, who retires by rotation and being eligible,
offers herself for reappointment.
As required in terms of Regulation 17(1A) of SEBI (LODR) Regulations,
2015, a special resolution seeking approval of the members is included in the Notice
convening the Annual General Meeting for the continued holding of office by Dr. K.
Venkatachalam (DIN 01062171) as non executive director liable to retire by rotation as he
would be attaining the age of 75 years.
Mr. N. Subramaniam was appointed as Independent Director by the Board
of Directors at the Board Meeting held on 11.02.2025, and the approval of the Shareholders
was obtained by way of Special Resolution by means of Postal Ballot on 04.04.2025. However
Mr. N.Subramaniam has resigned his directorship w.e.f 18.06.2025 on account of personal
reasons and there were no other material reason for his resignation.
The Board wishes to place on record its appreciation for the services
rendered by him during his tenure of office
The Board of Directors appointed Dr. T. Bina and Mrs. T.R.
Seethalakshmi , Women Independent Directors at the Board Meeting held on 26.03.2025 and
special resolution approval by the shareholders was passed through postal ballot on
23.05.2025. In the opinion of the Board both Independent Women Directors carries requisite
integrity, expertise and experience.
In terms of Section 149 of the Companies Act, 2013, the Independent
Directors of the Company are Sri.E.M. Nagasivam, Mrs. Vijayalakshmi Narendra, Dr. T. Bina
and Mrs. T.R. Seethalakshmi.
In the opinion of the Board, all the Independent Directors fulfil the
conditions specified in the Companies Act, 2013 and Rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015 and are independent of
the Management.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (3) (c) of the Companies Act 2013, your
Directors state that: -
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. Accounting policies selected have been applied consistently.
Reasonable and prudent judgments have been made so as to give a true and fair view of the
state of affairs of the Company as at the end of 31st March, 2025 and of the profit of the
Company for the year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;
iv. The annual accounts have been prepared on a going concern basis;
v. Internal financial controls have been laid down to be followed by
the Company and such internal financial controls are adequate and were operating
effectively;
vi. Systems to ensure compliance with the provisions of all applicable
laws are in place and were adequate and operating effectively.
MEETINGS OF THE BOARD
The Board held five meetings during the Financial Year 2024- 25 namely,
May 25, 2024, August 09, 2024, November 08, 2024, February 11, 2025 and March 26,2025.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Section 149(7) of the Companies Act,2013, stating
that they meet the criteria of independence as provided in sub-section(6) Further, none of
the Independent directors have any pecuniary relationship or transaction with the Company
which may affect their independence. The Independent Directors have registered themselves
with the Indian Institute of Corporate Affairs (‘IICA'). Familiarisation
programme of Independent Directors was carried out at Board Meetings. .
MEETING OF INDEPENDENT DIRECTORS:
Independent directors have carried out a separate meeting in accordance
with Para VII of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of Listing
Regulations,2015.
DEPOSITS:
The Company has not accepted any deposits from the public and therefore
furnishing of details in terms of Rule 8(v) &(vi) of Companies (Accounts) Rules ,2014
does not arise.
AUDITORS
M/s.S.Krishnamoorthy & Co, Chartered Accountants (ICAI Firm
Registration No.001496S)was appointed as Statutory Auditors for a continues period of five
years from the conclusion of 34thAGM (2022) till the conclusion of 39thAGM (2027).
Certificate from the Auditors has been received to the effect that they
are eligible to act as Statutory Auditors of the Company under Section 141 of the
Companies Act, 2013 and further submitted the Peer Review Certificate dt. 31.03.2023
issued to them by Institute of Chartered Accountants of India (ICAI) valid upto
31.03.2026.
AUDITORS' REPORT
The Auditors' Report to the Shareholders does not contain any
reservation, qualification or adverse remark. There were no instances of fraud reported by
the Auditor to the Central Government or to the Audit Committee of the Company as
indicated under the provisions of Section 143 (12) of the Companies Act, 2013
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act,2013,
and the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules 2014, the
Company has appointed Sri. Sundararajan Baalaji, Practising Company Secretary to undertake
the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended March 31,
2025 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings
of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.
COST AUDITOR & COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act,2013 read with the
Companies (Cost Records and Audit) Amendment Rules,2014, cost audit records are maintained
by the Company. As required under Companies Act,2013, a resolution seeking approval of the
members in this regard is included in the Notice convening the Annual General Meeting
INTERNAL FINANCIAL CONTROLS
The Company has in place internal financial controls systems,
commensurate with the size and nature of its operations to ensure proper recording of
financial and operational information and compliance of various internal controls and
other regulatory and statutory compliances.
AUDIT COMMITTEE
The Committee now comprises of Directors Mrs. Vijayalakshmi Narendra,
Sri.E.M. Nagasivam and Mrs .Vidya Jyothish Pillai.
PROHIBITION OF INSIDER TRADING
In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has, inter-alia, adopted a
Code of Conduct for Prohibition of Insider Trading, Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information (Code) duly approved by the
Board of Directors of the Company. The Code of conduct are posted on the Company's
website under web link at https://www.acmills.in/wp-content/uploads/2016/07/insiderpol.pdf
and https://www.acmills.in/wp-content/uploads/2016/08/Code.pdf
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism /Whistle Blower Policy for
Directors and Employees to report genuine concerns about any wrongful conduct with respect
to the Company of its business or affairs. The details of the Vigil Mechanism / Whistle
Blower Policy are available on the Company's website www.acmills.in & under
web-link https://www.acmills.in/2015/03/whistle-blower/
CORPORATE SOCIAL RESPONSIBILITY POLICY
The CSR Committee has formulated and recommended to the Board, a
Corporate Social Responsibility Policy (CSR Policy) in compliance with the provisions of
Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, indicating the activities to be undertaken by the Company as
specified in Schedule VII of the Companies Act, 2013, which has been approved by the
Board, the details of the same are made available on the Company's website
www.acmills.in & under web- link https://www.acmills.in/2016/08/csr-policy/ The
Corporate Social Responsibility Committee consists of Directors Sri. P.V. Chandran, Dr.K.
Venkatachalam, Mrs. Bhavya Chandran and Sri. E.M.Nagasivam as members of the committee.
The Committee held two meetings during the financial year 2024-25 namely May 25, 2024 and
August 09, 2024 .
CSR EXPENDITURE
The requirement to spend in this regard is Rs. 321.14 Lakhs ( Previous
year Rs. 324.57 Lakhs) @ 2% of 3 years average net profit of the Company and the Company
has spent Rs. 325.52 Lakhs (Previous year Rs. 330.84 Lakhs). The CSR expenditure are into
(i) Public Library, (ii) Restoration of Noyyal River (iii) Animal Protection (iv) Medical
Support, (v) Relief to Poor (vi) Rural Development and Works (vii) Education (viii)
Cultural Activity and the details of expenditure are furnished in Annexure II to this
report.
NOMINATION AND REMUNERATION POLICY
The Company has formulated the policy in this regard prescribing the
criteria for determining qualifications positive attributes and independence of a director
and the main attribute focused on is positive value creation and contribution in respect
of ongoing activities of the Company and its value enhancement with adequate
qualifications and independence. Details of the policy are made available in the Corporate
Governance Report and on the Company's website www.acmills.in under web-link
https://www.acmills.in/2025/04/nomination-and-remuneration-policy/
Nomination and Remuneration Committee presently consists of Directors,
Sri. E.M.Nagasivam, Mrs. Vijayalakshmi Narendra and Mrs. Bhavya Chandran.
RISK MANAGEMENT POLICY
The Company has developed and adopted a detailed Enterprise Risk
Management Policy to sustain the operations of the Company and the same is disclosed in
the website of the Company, www.acmills.in & under web link
https://www.acmills.in/2016/07/risk-management-policy/. The Risk Management Committee
consists of Directors Sri.P.V.Chandran, Dr.K.Venkatachalam, Mrs. Vidya Jyothish Pillai and
Sri. E.M. Nagasivam.
STAKEHOLDERS RELATIONSHIP POLICY
The Company has formulated policy for early resolution of
stakeholders' grievances and the same is made available in the Company's website
www.acmills.in & under web link
https://www.acmills.in/2016/07/stake-holders-grievance-resolution/ The Stakeholders
relationship committee consists of Directors Dr.K.Venkatachalam , Sri. E.M. Nagasivam
,Mrs. Vidya Jyothish Pillai and Mrs. Bhavya Chandran.
CHANGE IN APPOINTMENT OF KEY MANAGERIAL PERSONNEL
There is no change in appointment of Key Managerial personnel during
the year.
SUBSIDIARIES
The Company does not have any subsidiaries.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators
/Courts which would impact the going concern status of the Company and its future
operations.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not made any investments or given any loans or
guarantees or provided any security in connection with a loan to any person or body
corporate, as defined under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
The Company does not have any related party transactions as defined in
Section 188 of the Companies Act, 2013 hence Form AOC-2 is not enclosed.
MATERIAL CHANGES AND COMMITMENTS
There were no Material changes and Commitments affecting the financial
position of the Company that have occurred between
st
the end of the financial year 31 March, 2025 to which the financial
statements relate and the date of this report.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business during the year under
review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Information regarding the
same is also provided in the Corporate Governance Report forming part of Directors'
Report. The Internal Committee has been setup to redress the complaints received on the
sexual harassment. All employees of the Company are covered under this policy. The details
of complaints received and disposed off during the financial year 2024-25 are as follows:
| Sl.No |
Particulars |
Remarks |
| a. |
Number of complaints of sexual harassment
received in the year |
Nil |
| b. |
Number of complaints disposed off during the
year |
Nil |
| c. |
Number of cases pending for more than ninety
days |
Nil |
MATERNITY BENEFIT COMPLIANCE STATEMENT
Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 (as
amended), the Company confirms compliance with the provisions of the Maternity Benefit
Act, 1961.
All eligible women employees are provided paid maternity leave, nursing
breaks, and applicable creche facilities. The Company ensures protection against
termination during maternity leave and updates relevant policies regularly. There were no
complaints or violations reported during the year under review.
BOARD EVALUATION
The Board has carried out an annual performance evaluation of its own
performance and that of its Committees and individual Directors. Further the Independent
Directors have carried out review of performance of non- independent directors and the
Board as a whole, performance of the Chairperson and further made an assessment of
quality, quantity and time lines of flow of information between the Company management and
the Board for effective and reasonable performance of its duties.
ANNUAL RETURN
Pursuant to Section 92 (3) copy of Annual Return is made available in
the Company's website www.acmills.in under web link
https://www.acmills.in/?s=mgt-7
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to Conservation of Energy, Technology absorption,
Foreign Exchange Earning and outgo, as required to be
disclosed under the Act, are set out in Annexure I to this report.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is enclosed in Annexure III to this report.
ADDITIONAL DISCLOSURES PURSUANT TO SEBI REGULATIONS
Business Responsibility and Sustainability Report is furnished in
Annexure IV and the additional disclosures pursuant to Regulation 34 (3) and 53 (f) of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in respect (i)
Management Discussion and Analysis (ii) Corporate Governance Report (iii) Related Party
Disclosures for the year under review are given as a separate statement in the Annual
Report
|
By order of the Board |
|
Sd/- |
|
(P.V.CHANDRAN) |
| Place : Coimbatore |
Chairman and Managing Director |
| Date : 08.08.2025 |
(DIN : 00628479) |
