**NOTICE OF THE MEETING**

Notice is hereby given that the Thirty Fifth Annual General Meeting of the Company will be held on Friday, the 29th 
September, 2023 at 12.00 Noon through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to 
transact the following businesses:

**A. ORDINARY BUSINESS(ES):**

1. To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended 
 
31st  March 2 023 comprising of the Balance Sheet as at March 31st, 2023, Statement of Profit and Loss and Cash

 
Flow Statement  for the year ended on that date and Reports of Directors and Auditors thereon.

 
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

 
Resolution

 
RESOLVED THAT the audited financial statements of the Company, for the year ended 31st March, 2023

 
comprising of the Balance Sheet as at March 31st, 2023, Statement of Profit and Loss and Cash Flow Statement for

 
the year ended on that date together with the notes forming part thereof along with the Report of the Board of

 
Directors and Auditors thereon as placed before the Members, be and is hereby approved and adopted.

2. To declare a Final Dividend of Rs.35/- per equity share for the Financial year 2022-2023.

 
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

 
Resolution

 
RESOLVED THAT a final dividend of Rs.35/- per equity share of face value of Rs.10 each be and is hereby

 
approved for the financial year 2022-2023, to the Members who are entitled as on Friday, the 22nd

 
September, 2023. 

3. To appoint a Director in place of Mrs. Bhavya Chandran (DIN 02080649) who retires by rotation and being
 
 eligible offers herself for re-appointment.

 
 To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary 

 
Resolution 

 
“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 ('Act') read with rules

 
made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

 
Mrs. Bhavya Chandran (DIN 02080649), who retires by rotation at this Annual General Meeting and being

 
eligible for such re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by

 
 rotation.”

 

 
 

**AMBIKA COTTON MILLS LIMITED**

Registered Office : No.9 A , Valluvar  Street, Sivanandha Colony, Coimbatore - 641 012.

Ph. : +91 422 2491504, 2491503

CIN No.L17115TZ1988PLC002269

website – www.acmills.in,  Email –id – ambika@acmills.in

1

**B. SPECIAL BUSINESS(ES)**

1. To ratify/ confirm the Remuneration of the Cost Auditors for the financial year 2023-24.

 
To consider and if deemed fit, to pass the following resolution with or without modification(s) as an 

 
Ordinary Resolution.

 
“RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions of the 

 
Companies Act, 2013 and Rules made there under, the remuneration payable to the Cost Auditors appointed

 
by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the

 
financial year ending March 31, 2024 , as set out in the Explanatory Statement annexed to the Notice

 
convening this Meeting be and is here by ratified and confirmed".

 
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all

 
acts  and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Date: 10/08/2023

Place: Coimbatore           

By Order of the Board,

Sd/-

**(P.V CHANDRAN)**

 Chairman and Managing Director

 DIN: 00628479

2

**Notes:**

1. The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special 

business as set out in the Notice is annexed hereto.

2. The Ministry of Corporate Affairs (“MCA”) vide its relevant circulars issued during the years 2020,2021 and  

2022 permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (VC) / Other 

Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. The same has 

been acknowledged by the Securities and Exchange Board of India vide its relevant circulars issued during the 

years 2020,2021, 2022 & 2023. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI 

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA 

Circulars, the AGM of the Company is being held through VC /OAVM. The deemed venue for the AGM shall be 

the Registered Office of the Company  ie. 9A, Valluvar  Street , Sivanandha Colony, Coimbatore – 641012.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a 

proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. Since this 

AGM is being held pursuant to the MCA Circulars through VC /OAVM, physical attendance of Members has 

been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available 

for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a 

scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its 

representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The 

said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to 

ca.vthangamuthu@gmail.com
 helpdesk.evoting@cdslindia.com .
  with a copy marked to 

5. The Annual Report of the Company and other documents proposed to be sent through e-mail would also be 

made available on the Company's website at www.acmills.in 

6. Soft copies of 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 who request for the same, 

during the AGM. 

7. The Register of Members and share transfer books of the Company will remain closed from Saturday 23rd 

September,2023 to Friday 29th  September, 2023 (Both days inclusive) .

8. Dividend when approved will be paid to such of the members whose names appear in the Register of the 

Members of the Company as on Friday, the 22nd, September, 2023. In respect of shares held in dematerialized 

form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the 

Depositories for this purpose at the end of business hours on Friday, the 22nd  September, 2023.

9. Pursuant to the provisions of Section 72 of the Companies Act, 2013, shareholders are entitled to make 

nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations 

are requested to send their requests in Form 2B (which will be made available on request) to the Registrar and 

Share Transfer Agents.

10. As per SEBI Circular. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 Shareholders are advised to furnish to the 

Registrar & Share Transfer Agents, S.K.D.C. Consultants Ltd (i) Self attested copy of PAN card (s) of sole /joint 

holder(s) of shares (ii) Bank details form along with original cancelled cheque leaf with the name of the sole/ 

first holder printed on cheque leaf or copy of Bank passbook attested by your Bank Manager, in case not 

furnished earlier.

3

11. As per amendment to SEBI (LODR) Regulation , 2015 with effect from 01.04.2019 transfer of shares in physical 

mode will not be processed and hence Shareholders are advised to demat their shares.

12. As per the Circular No. MRD / DoP / Cir-05/2009 dt. May 20, 2009 issued by the Securities Exchange Board of 

India (SEBI), it is mandatory to quote PAN for transfer/transmission of shares in physical form. Therefore the 

transferee(s)/ legal heirs are requested to furnish a copy of their PAN to the Registrar and Share Transfer 

Agents.

13. a) Members are requested to notify immediately any change of address:

 
i. to their Depository Participants (“DPs”) in respect of the shares held in electronic form, and

 
ii.  to the Company or its RTA, in respect to the shares held in physical form together with a proof of address viz,

 Aadhar/Electricity Bill/ Telephone Bill/Ration Card/Voter ID Card/Passport etc.

 
b) In case the registered mailing address is without the Postal Identification Number Code(“PIN CODE”),  

 Members are requested to kindly inform their PIN CODE immediately to the Company / RTA/ DPs.

14. Non-Resident Indian (“NRI”) Members are requested to inform the Company or its RTA or to the concerned 

Depository Participants, as the case may be, immediately:

 
a) the change in the residential status on return to India for permanent settlement, or

 
b) the particulars of the NRE/NRO Account with a Bank in India, if not furnished earlier.

15. Members who have not registered their Bank particulars with the Depository Participants (“DP”)/ Company 

are advised to utilize the electronic solutions provided by National Automated Clearing House (NACH) for 

receiving dividends. Members holding shares in electronic form are requested to contact their respective 

Depository Participants for availing this facility. Members holding shares in physical form are requested to 

download the NACH form from the website of the Company viz., www.acmills.in and the same, duly filled up 

and signed along with original cancelled cheque leaf may be sent to the Company or to the Registrar and Share 

Transfer Agent.

16. Members must quote their Folio Number/ Demat Account number and contact details such as email address, 

contact number etc in all correspondences with the Company/Registrar and Share Transfer Agents.

17. Members are requested to address all correspondences, including dividend matters to the Registrar & Share 

Transfer Agents, S.K.D.C. Consultants Ltd, “Surya”, 35, Mayflower Avenue, Behind Senthil Nagar, 

Sowripalayam Road, Coimbatore -641028. Phone: +91 422 4958995, 2539835-836, Fax: +91 422 2539837 

Email ID: info@skdc- consultants.com Website: www.skdc-consultants.com

18. Shareholders who have not yet en-cashed their dividend warrants for the years FY  2017-18 (Interim) - 

FY 2021-22 (Final) may approach the Company for / RTA Revalidation, issue of duplicate warrants etc quoting 

the Folio Number/Client ID.

19. Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 as amended, dividend for the Financial 

year 2017-18 (Interim) and thereafter unpaid/unclaimed for a period of 7 (Seven) years will be transferred to 

the Investor Education and Protection Fund (IEPF) (the Fund) constituted by the Central Government under 

Section 125 of the Companies Act, 2013. Unpaid /Unclaimed Equity Dividend for the financial year  2017-18 

(Interim) in respect of which dividend was declared on 12.08.2017 will fall due for transfer to the said Fund on 

19, September 2024. As regards Unclaimed Dividend for the Financial years upto  2015-16 (interim)  the same 

have already been transferred to the said Fund. It may kindly be noted that once the unpaid/unclaimed 

dividend is transferred to the above said Fund, the claim shall lie with the said IEPF. Further the Unpaid 

dividend details for FY 2017-18 (Interim) to FY 2021-22 (Final) are made available on the website of the 

Company.
4

20. Transfer of Unclaimed shares to IEPF A/c : The Company has transferred 12361 equity shares of Rs.10 each to 

IEPF Authority in respect of which the dividend remained unclaimed for a consecutive period of 7 years or 

more in terms of the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, 

Transfer and Refund) Rules 2016, notified by the Ministry of Corporate Affairs.

21. The details pertaining to Directors proposed to be appointed / reappointment, to be provided in terms of 

Regulation 36 of the SEBI (LODR) Regulations, 2015 is furnished in the annexure.

22. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12th May, 2020, Notice of the AGM 

along with the Annual Report for the year  2022-23 is being sent only through electronic mode to those Members 

whose email addresses are registered with the Company/Depositories. Members may note that the Notice and 

Annual Report 2022-23 will also be available on the Company's website  
  websites of the Stock 
www.acmills.in

Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at 
 and  
 www.bseindia.com

www.nseindia.com  respectively..

23. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum 

under Section 103 of the Act.

24. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st April, 2020 

and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. 

For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 

and amendments thereof. The shareholders are requested to update their Residential Status, Category as per IT 

Act, PAN with the Company/RTA (in case of shares held in physical mode) and depositories (in case of shares 

held in demat mode) immediately. A Resident individual shareholder having PAN and entitled to receive 

dividend amount exceeding Rs. 5,000/- and who is not liable to pay income tax, can submit a yearly declaration 

in Form No. 15G/15H, to avail the   benefit   of   non-deduction   of   tax   at   source   by email to green@skdc-

consultants.com on or before Friday, 22nd  September, 2023. Shareholders are requested to note that in case 

their PAN is not registered with the DP/Company, the tax will be deducted at a higher rate of 20%. Non-

resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, 

subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership 

Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax 

treaty benefits by sending an email to green@skdc-consultants.com . The aforesaid declarations and documents 

need to be submitted by the shareholders on or before on Friday, 22nd  September , 2023.

25. Members seeking any information relating to the accounts may write to the Company at No.9A , Valluvar  

Street , Sivanandha Colony , Coimbatore - 641012, Phone -0422-2491504 email-Id : ambika@acmills.in at least 

seven days before the date of the Annual General Meeting.

26. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

27. Members holding shares in electronic form may please note that as per the regulations of Securities and 

Exchange Board of India (SEBI), National Security Depository Services Limited (NSDL) and Central 

Depository Services (India) Limited (CDSL), the Company is obliged to print the bank details on the dividend 

warrants as furnished by these depositories to the Company and the Company cannot entertain any request for 

deletion/change of Bank details already printed on dividend warrants as per the information received from the 

concerned depositories. In this regard, Members should contact their Depository Participants (“DP”) and 

furnish particulars of any changes desired by them.

5

** 
Explanatory Statement Pursuant to Section 102 (1) of the CompaniesAct, 2013 ("theAct")**

** 
ITEM NO.4 : Remuneration for Cost Auditor **

 
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration 

of the Cost Auditor to conduct the audit of the cost records of the Company for the Financial Year ending 31st   

March, 2024  on remuneration as set out in the table below:

 
In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies 

(Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the 

Members of the Company. Accordingly, consent of the Members is sought to ratify the remuneration payable to 

the Cost Auditors.

 
Your Directors recommend the resolution for your approval.

None of the Directors, Key Managerial Persons of the Company and their relatives is/are concerned or 

interested in the resolution.

**Additional information on Directors recommended for re-appointment pursuant to Regulation 36(3) of SEBI**

**(Listing Obligation and Disclosure Requirements) Regulations, 2015.**

 

  

 M/s. Sakthivel & Co,  Tirupur  

 Cost Auditor 
Product 
Audit Fees Rs.

Rs.75,000/-
        Textiles 

Name of Director 
Mrs. Bhavya Chandran 

 
  
(DIN 02080649) 

Brief Resume  
Mrs. Bhavya Chandran holds Master Degree in

 
  
Business Administration (Finance) and holds

 
  
directorship in the company since January 2008..

Relationship between Director Interse  
Related to Sri. P.V. Chandran, Chairman and

 
  
Managing Director of the Company 

 
  
& Mrs. Vidya Jyothish Pillai, Director of the Company 
 
 
 

List of Directorship and Membership of 

Committees of the Board in other listed entities 
Nil

No. of Shares held in the Company 
Nil

Interest of Directors 
Sri. P.V. Chandran, Chairman and Managing Director

 
  
of the Company & Mrs. Vidya Jyothish Pillai, Director

 
  
of the Company, being relatives, interested in the

 
  
resolution.

Date: 10.08.2023

Place: Coimbatore           

For and on behalf of the Board of Directors, 

Sd/-

**(P.V CHANDRAN)**

 Chairman and Managing Director

 DIN: 00628479

6

**Voting Through Electronic Means **

 
Pursuant to the provisions of Section 108 of the Companies Act,2013 and Rule 20 of the Companies 

(Management and Administration) Rules, 2014, as amended by the Companies (Management and 

Administration) Amendment Rules, 2015 (including any statutory modification(s), clarifications, exemptions 

or re-enactments thereof for the time being in force), Regulation 44 of the Listing Regulations and Secretarial 

Standard on General Meetings (SS - 2), the Company is providing to its Members with the facility to cast their 

vote electronically from a place other than venue of the AGM("remote e-voting") using an electronic voting 

system provided by CDSL as an alternative, for all members of the Company to enable them to cast their votes 

electronically, on all the business items set forth in the Notice of AGM and the business may be transacted 

through such remote e-voting. The instructions to e-voting explain the process and manner for generating/ 

receiving the password, and for casting of vote(s) in a secure manner. However, the Members are requested to 

take note of the following items:

a. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of 

AGM Notice and holding shares as of the cut-off date, i.e. on Friday, 22nd  September, 2023 .  may refer to this  

Notice of the AGM of the Company, posted on Company's website www.acmills.in for detailed procedure with 

regard to remote e-voting. Any person, who ceases to be the member of the Company as on the cut-off date and 

is in receipt of this Notice, shall treat this Notice for information purpose only.

b. The remote e-voting period will commence on Tuesday,  September 26th, 2023 at 9.00 AM and ends on 

Thursday,  September 28th , 2023 at 5.00 PM. During this period Members of the Company, holding shares 

either in physical form or in dematerialized form, as on the cut-off date on Friday, 22nd  September , 2023. may 

cast their votes through remote e-voting.

c. 
The remote e-voting module shall be disabled by CDSL for voting after 5.00 P.M on Thursday  September 28th, 

2023  and remote e-voting shall not be allowed beyond the said time.

**d. The instructions to shareholders for e-voting and joining virtual meetings are as under **

 
Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in 

**Demat mode CDSL/ NSDL is given below:**

7

**Type of **

**shareholders**

1) Users who have opted for CDSL Easi / Easiest facility, can login through their  existing

 
user id and password. Option will be made available to reach eVoting page without any

 
further authentication. The users to login to Easi / Easiest are requested to visit cdsl 

 
website www.cdslindia.com and click on login icon & New System Myeasi Tab.

2) After successful login the Easi / Easiest user will be able to see the e-Voting option for

 
eligible companies where the evoting is in progress as per the information provided by

 
company. On clicking the evoting option, the user will be able to see e-Voting page of

 
the e-Voting service provider for casting your vote during the remote e-Voting period

 
or joining virtual meeting & voting during the meeting. Additionally, there is also links

 
provided to access the system of all e-Voting Service Providers, so that the user can  

 
visit the eVoting service providers’ website directly.

**Login Method**

Individual 

Shareholders 

holding 
securities 

in Demat mode 

with CDSL

**Type of **

**shareholders
Login Method**

Individual 

Shareholders 

holding 

securities in 
demat mode 
with NSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of 

NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either 

on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click 

on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A 

new screen will open. You will have to enter your User ID and Password. After successful 

authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under 

e-Voting services and you will be able to see e-V oting page. Click on company name or e-

Voting service provider name and you will be re-directed to e-Voting service provider 

website for casting your vote during the remote e-Voting period or joining virtual meeting & 

voting during the meeting.

2) If the user is not  registered for IDeAS e-Services, option to register is available at 

https://eservices.nsdl.com.  Select “Register Online for IDeAS “Portal or click at 

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: 

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the 

home page of e-Voting system is launched, click on the icon “Login” which is available under 

‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID 

(i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a 

Verification Code as shown on the screen. After successful authentication, you will be 

redirected to NSDL Depository site wherein you can see e-Voting page. Click on company 

name or e-Voting service provider name and you will be redirected to e-Voting service 

provider website for casting your vote during the remote e-Voting period or joining virtual 

meeting & voting during the meeting

Individual 

Shareholders

 (holding s
ecurities in 

demat mode)
login through

 their 

Depository 

Participants (DP)

You can also login using the login credentials of your demat account through your 
Depository Participant registered with NSDL/CDSL for e-Voting facility.  After Successful 
login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be 
redirected to NSDL/CDSL Depository site after successful authentication, wherein you can 
see e-Voting feature. Click on company name or e-Voting service provider name and you will 
be redirected to e-Voting service provider website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.

8

3) If the user is not registered for Easi/Easiest, option to register is available at  cdsl 
 
website www.cdslindia.com and click on login & New System Myeasi Tab and then click

 
 on registration option.

4) Alternatively, the user can directly access e-Voting page by providing Demat Account
 
Number and PAN No. from a e-Voting link available on www.cdslindia.com home 

 
page. The system will authenticate the user by sending OTP on registered Mobile &

 
Email as recorded in the Demat Account. After successful authentication, user will be

 
able to see the e-Voting  option where the evoting is in progress and also able to

 
directly access the system of all e-Voting Service Providers.  visit the eVoting service

 
providers’ website directly.

9

**Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and**

Forget Password option available at above mentioned website.

**Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. CDSL and NSDL**

**Login type
Helpdesk details**

Individual Shareholders holding securities 
in Demat mode with CDSL

Members facing any technical issue in login can contact 
CDSL helpdesk by sending a request at helpdesk.evoting
@cdslindia.com or contact at 022-23058738 or 
022-23058542-43 toll free no. 1800225533 

Individual Shareholders holding securities 
in Demat mode with NSDL

Members facing any technical issue in login can contact 

NSDL helpdesk by sending a request at evoting@nsdl.co.in 

or call at +91 22 4886 7000 and +91 22 2499 7000 

toll free no.: 1800 1020 990 and 1800 22 44 30 

**e.  i. LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL MEETINGS FOR PHYSICAL
  
SHAREHOLDERS AND SHAREHOLDERS   OTHER THAN INDIVIDUAL HOLDING IN DEMAT**

**  
FORM.**

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

 2) Click on “Shareholders” module.

 3) Now enter your User ID 

  
a. For CDSL: 16 digits beneficiary ID, 

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

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

 4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

  
earlier e-voting of any company, then your existing password is to be used. 

6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN

Enter your 10digit alpha-numeric *PAN issued by Income Tax Department 

(Applicable for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository 

Participant are requested to use the sequence number sent by Company/RTA or contact 

Company/RTA.

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.

If both the details are not recorded with the depository or company, please enter the 

member id / folio number in the Dividend Bank details field.

ii. After entering these details appropriately, click on “SUBMIT” tab.

iii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However,
 
shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are

 
required to mandatorily 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 person and take utmost care to keep your password confidential.

iv. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
 
contained in this Notice.

v. Click on the EVSN for the relevant Ambika Cotton Mills Limited on which you choose to vote.

vi.  On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “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.

vii.  Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

viii. A fter selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be
 
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and

 
accordingly modify your vote.

ix. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

x. 
You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification
 
code and click on Forgot Password & enter the details as prompted by the system.

xii. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to
 
scrutinizer for verification. 

xiii. Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• 
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on

 
to www.evotingindia.com and register themselves in the “Corporates” module.

• 
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

 
helpdesk.evoting@cdslindia.com.

• 
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 linked in the login will be mapped automatically and can be delinked in case of any wrong

 
mapping 

• 
It is mandatory that 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.

• 
Alternatively Non Individual shareholders are required mandatorily to send the relevant Board Resolution/

 
Authority letter etc. together with attested specimen signature of the duly authorized signatory who are  

 
authorized to vote, to the Scrutinizer  email address viz; ca.vthangamuthu@gmail.com and to the Company

 
at the email address viz  ambika@acmills.in, if they have voted from individual tab & not uploaded same

 
in the CDSL e-voting system for the scrutinizer to verify the same

10

11

**• 
Process for those shareholders whose email/mobile no. are not registered with the company/depositories.**

 
a. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned

 
 
copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self

 
 
attested scanned copy of Aadhar Card) by email to Company ambika@acmills.in /RTA email id

 
 
green@skdc-consultants.com .

 
b. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository

 
 
Participant (DP)

 
c. For Individual Demat shareholders – Please update your email id & mobile no. with your respective

 
 
Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through

 
 
Depository.

**f. 
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & **

** 
E- VOTING DURING MEETING ARE AS UNDER:**

1. The procedure for attending meeting &e-Voting on the day of the AGM is same as the instructions mentioned
 
above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed
 
after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they
 
will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any
 
disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
 
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore

 
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves
 
as a speaker by sending their request in advance  on or before 5.00 PM, Saturday, 23rd September, 2023,

 
mentioning their name, demat account number/folio number, email id, mobile number at ambika@acmills.in .

 
The shareholders who do not wish to speak during the AGM but have queries may send their queries in

 
advance on or before 5.00 PM, Saturday, 23rd September, 2023, mentioning their name, demat account

 
number/folio number, email id, mobile number at ambika@acmills.in . These queries will be replied to by the

 
company suitably by email. 

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their 
 
views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their
 
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to

 
vote through e-Voting system available during the AGM.

12

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same 
 
shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such 

 
shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the 

 
shareholders attending the meeting.

11. Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the 
 
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of 

 
participation at the AGM through VC/OAVM will be made available for 1,000 members on first come first  

 
served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding),

 
Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit

 
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors

 
 etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

12. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the 
 
Company as on the cut-off date of Friday, the 22nd September, 2023.

13. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
 
Further, the Members who have cast their vote by remote e-voting shall not vote by e-voting conducted during

 
the Meeting.

14. The Company has appointed Mr.V.Thangamuthu , Chartered Accountant, as the Scrutinizer to scrutinize
 
the voting and remote e-voting process in a fair and transparent manner.

15. The Chairman shall, at the Annual General Meeting, at the end of discussion on the resolutions on which voting
 
is to be held, allow e-voting for all those members who are present at the Annual General Meeting by electronic

 
means but have not cast their votes by availing the remote e-voting facility.

16. The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes
 
casted during the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least

 
two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion

 
of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the

 
Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the

 
voting forthwith.

17. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company
 
www.acmills.in immediately after the declaration of result by the Chairman or a person authorized by him in 

 
writing. The results shall also be immediately forwarded to the Stock Exchanges, where the shares of the  

 
Company are listed.

**ANNUAL REPORT**

**2022 - 2023**

**AMBIKA COTTON MILLS LIMITED**



**AMBIKA COTTON MILLS LIMITED**

CIN No.L17115TZ1988PLC002269

website – www.acmills.in,  Email –id – ambika@acmills.in

BOARD OF DIRECTORS 
Sri. P.V. Chandran 
(DIN : 00628479)

 
 

 
 

Dr. K. Venkatachalam 
(DIN : 01062171)

 
 

 
 

Mrs. Bhavya Chandran 
(DIN : 02080649)

 
 

Mrs. Vidya Jyothish Pillai 
(DIN : 05215930)

 
 
REGISTERED OFFICE 
 9A, Valluvar Street

 
 
Sivanandha Colony

 
 
Coimbatore - 641 012.

PLANT 
Kanniyapuram

 
 
Dindigul - 624 308.

AUDITORS 
S. Krishnamoorthy & Co., 

 
 
Chartered Accountants,

 
 
Coimbatore - 641 006.

BANKERS 
Axis Bank Ltd.

 
 
HDFC  Bank Ltd.

 
 
ICICI Bank Ltd.

 
 
IDBI Bank Ltd. 
 

 
 
Kotak Mahindra Bank Ltd.

 
 
 

**ANNUAL REPORT 2022 - 2023**

(DIN: 00412374)
Mrs. Vijayalakshmi Narendra
 

Federal Bank Ltd.
Citi Bank Ltd.

Sri. E.M. Nagasivam 
(DIN : 07894618)  



**1**

**DIRECTORS’ REPORT**

Your directors have great pleasure in submitting the Thirty Fifth Annual Report together with the audited accounts for the

year ended 31st March 2023

**FINANCIAL  RESULTS**

The Financial results for the year ended 31st March 2023 are furnished below:

 
 
CURRENT YEAR 
PREVIOUS YEAR

 
 
 2022-23 
2021-22

Revenue from Operations& Other Income  
      86134.97 
          92547.98

Profit Before Finance Cost and Depreciation 
      18869.62 
           27460.89

Less: Finance Cost 
         639.68 
               123.09

Gross Profit For the Year  
   18229.94 
            27337.80

Less : Depreciation 
 2982.01 
2938.83

Profit before Tax 
15247.93 
24398.97

Less : Tax Expense 
  4058.53 
           6410.19

Profit after Tax 
11189.40      
         17988.78     

Other Comprehensive income  
     -10.84 
              -19.08

Total Comprehensive income for the year 
11178.56 
17969.70

Add:Opening Balance of retained earnings 
50858.36           
35892.41          

Amount available for appropriation 
62036.92           
53862.11

Less: Appropriations 
 

Transfer to General Reserve    
1000.00 
1000.00

Dividend on Equity Shares 
   2003.75 
2003.75

Closing Balance of retained earnings  
 59033.17 
50858.36

**AMBIKA COTTON MILLS LIMITED
Registered Office : No.9 A , Valluvar  Street, Sivanandha Colony, Coimbatore - 641 012.
Ph. : +91 422 2491504, 2491505
CIN No.L17115TZ1988PLC002269
website – www.acmills.in,  Email –id – ambika@acmills.in**

**(Rs. in Lakhs)**

**PERFORMANCE AND STATE OF AFFAIRS**

The Company is engaged in manufacturing Cotton Yarn and Knitted Fabrics, which are generic products, the main input raw 
material is raw cotton, an agricultural produce, and as such there are no social or environmental concerns or risks involved. Raw 
cotton is widely available, in a sustainable manner, both from domestic and imported. There is no requirement of water for 
manufacture of cotton yarn. The energy needs are addressed by installation of windmills, renewable and clean energy. 
Continuous and consistent efforts are made to optimise the resources throughout the entire production process. The upstream 
manufacturing of products out of cotton yarn would require minimum resources depending upon the production activities 
carried out by the customers.

Operations of the Company manufacturing Cotton Yarn and Knitted Fabrics, prima facie, falls under Orange category duly 
certified by Tamil Nadu Pollution Control Board. In addition, the Company has installed windmills for captive consumption 
and generates power towards clean development mechanism for reduction of Co   and to that extent contributes reduction of 
2

Global warming and climate change. Besides the Company has obtained the following certificates, i. OEKO-TEX, 
ii. Global – Organic Textile Standard ( GOTS), iii. SUPIMA, iv.Cotton USA, v. Better Cotton Initiative, vi. Organic Content 
Standard (OCS), vii. Global Recycled Standard (GRS), viii. FSC Chain of Custody (COC),  ix.Cotton made in Africa (CMIA), 
x. US Cotton Trust Protocol Member,  xi.  SEDEX,  xii. BMP Cotton from Australia 

**DIRECTORS’ REPORT (Contd...)
AMBIKA COTTON MILLS LIMITED**

The Company’s key area of strategic focus is on customer satisfaction, and attracting new customers through commitment to 
production of high quality products which serves as a strong base in this regard.

The Company imports raw cotton from reputed farmers/intermediaries from USA/EGYPT/Australia and carries strong 
goodwill among them in terms of honouring such contracts without re-negotiating even under adverse circumstances such as 
COVID-19, the pandemic and on the other hand accepted requests from Company’s buyers for deferment of deliveries to suit 
their convenience. 

The Company’s track record of product innovation, consistency in quality and timely delivery of committed orders has 
substantially contributed to repeat orders and its overall financial performance. 

The Company's Total Revenue and Gross profit amounted to Rs. 86134.97 Lakhs (Previous year Rs. 92547.98 Lakhs) and Rs. 
18229.94 Lakhs (Previous year Rs. 27337.80 Lakhs). This represents decline of 6.93 % in total Revenue as compared to 46.04 % 
growth in the previous year and decline of 33.32% in Gross Profit as against growth of 129.10% in the previous year.

For the year Company's Direct & SEZ Export  Turnover under USD amounted to Rs. 59802.38 Lakhs as compared to Rs. 62651.43 
Lakhs in the previous year representing decline  of 4.55% (Previous Year growth  of 41.08%)

In terms of percentage Exports Turnover constituted 73.20% of the total turnover as against 71.25% in the previous year.

During the year the Company has invested Rs.1780.14 Lakhs, out of internal accruals, in Factory Building and Plant & 
Machinery

The Company is not carrying any long term debt.

The company has entered into a definite proposal to install Solar Power Plant for a capacity of 8.334 MW over Roof Top at its 
Manufacturing Plants located at Dindigul in the State of Tamil Nadu for captive consumption at an estimated cost of Rs. 39.08 
Crores, to be met out of internal accruals, in respect of which application has duly been submitted to the State Government of 
Tamil Nadu. The project would generate 1.157 Crore units annually on its completion and the company plans to complete before 
February 2024.

The strong financial fundamentals and business innovation and consistency have largely contributed to the sustained financial 
performance despite demand slowdown for cotton yarn which is expected to turn around during the current year. 

The Company has sufficient liquidity in place for the continued operations. 

**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 2022-23 as under

**2**

 
Rate of Dividend 
Dividend per equity share 
Amount of Dividend

 
 
(Rs.) 
(Rs.in Lakhs)

 
350% 
35 
2003.75

If approved by the members at the Annual General Meeting (AGM) to be held on 29.09.2023, the proposed dividend would 
result in cash outflowof dividend Rs. 2003.75 Lakhs for FY 2022-23 .The payout ratio of dividend works out to 17.91% (Previous 
year dividend payout ratio 11.14%).

The Dividend Distribution Policy is placed on the Company's weblink http://www.acmills.in/2021/08/dividend-
distribution-policy/ in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 

**DIRECTORS’ REPORT (Contd...)
AMBIKA COTTON MILLS LIMITED**

**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.

In terms of requirement of Section 149 of the Companies Act, 2013, the Independent Directors of the Company are, Dr. 
K.Venkatachalam, Sri.E.M.Nagasivam and Mrs. Vijayalakshmi Narendra.

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 R equirements), Regulations 2015 and are independent of the 
Management.

There were no additional appointment or resignation of any directors during the year

**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, 2023 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 four meetings during the Financial Year 2022- 23 namely, May 28, 2022, August 10, 2022, November 09, 2022 and 

February 09, 2023.

**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).   

**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 34th AGM (2022)  till the conclusion of  39th AGM (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).
3

**DIRECTORS’ REPORT (Contd...)
AMBIKA COTTON MILLS LIMITED**

**AUDITORS’ REPORT**

The Auditors' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

**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, 2023 is annexed herewith marked as Annexure V to this 

Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

**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  Dr.K.Venkatachalam,Mrs .Vidya Jyothish Pillai, Sri.E.M.Nagasivam and Mrs. 

Vijayalakshmi Narendra. 

**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 

http://www.acmills.in/2015/03/whistle-blower/

**CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE**

The Corporate Social Responsibility Committee consists of Directors Sri. P.V.Chandran,  Dr.K.Venkatachalam and 

Mrs. Bhavya Chandran as members of the committee. The Committee has formulated and recommended to the Board, a 

Corporate Social Responsibility Policy (CSR Policy) 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 &http://www.acmills.in/2016/08/csr-policy/

**NOMINATION AND REMUNERATION COMMITTEE **

Nomination and Remuneration Committee consists of Directors, Dr.K.Venkatachalam, Mrs. Bhavya Chandran and Sri. 

E.M.Nagasivam.

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 

http://www.acmills.in/2016/07/nomination-and-remuneration-policy/

**DIRECTORS’ REPORT (Contd...)
AMBIKA COTTON MILLS LIMITED**

**RISK MANAGEMENT  COMMITTEE**

The Risk Management Committee consists of Directors Sri.P.V.Chandran, Dr.K.Venkatachalam and Mrs. Vidya Jyothish Pillai. 

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,
under web-link 
 www.acmills.in 

http://www.acmills.in/2016/07/risk-management-policy/. 

**STAKEHOLDERS RELATIONSHIP COMMITTEE**

The Stakeholders relationship committee consists of Directors Dr.K.Venkatachalam ,Mrs. Vidya Jyothish Pillai and 

Mrs. Bhavya Chandran. 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
 http://www.acmills.in/2016/07/stake-holders-

grievance-resolution/.

**APPOINTMENT OF KEY MANAGERIAL PERSONNEL**

There is no 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 
the end of the financial year March 31, 2023 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.

**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 made available in the Company's website www.acmills.in
under web-link https://www.acmills.in/?s=mgt-7

**DIRECTORS’ REPORT (Contd...)
AMBIKA COTTON MILLS LIMITED**

**CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 
EARNINGS 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.

**CSR EXPENDITURE**

The requirement to spend in this regard is 269.00 Lakhs( Previous year Rs. 164.23 Lakhs) @ 2% of 3 years average net profit of the 
Company and the Company has spent Rs. 236.95 Lakhs (Previous year Rs. 202.23 Lakhs) on various CSR activities during the 
year and the surplus Rs. 38.00 Lakhs spent during the previous year was set off to the extent of Rs. 32.05 Lakhs towards CSR 
expenditure required to be spent for the current year. The CSR expenditure are into (i) Disaster Management (ii)Animal 
Protection (iii)Medical Support, (iv) Relief to Poor(v) Rural Development and Works (vi) Education and the details of 
expenditure are furnished in Annexure –II 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)**

Chairman and Managing Director

(DIN : 00628479)

Place : Coimbatore  
Date  : 10.08.2023
 

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

**ANNEXURE - I**

Information as required under Rule 8(3) of the Companies (Accounts) Rules,2014.

A.CONSERVATION OF ENERGY

**A. CONSERVATION OF ENERGY**

 
i)  the steps taken or impact on conservation of energy:-

 
 
Usage of Energy is constantly monitored and the need to conserve the same is emphasized.

 
ii) the steps taken by the Company for utilizing alternative sources of energy:- 
 

 
 
The Company has installed 27.4 MW of wind energy capacity for captive consumption. The actual

 
 
generation would vary depending upon vagaries of nature i.e. wind. The company is installing  Solar 

 
 
Power Plant for a capacity of 8.334 MW over Roof Top at its Manufacturing Plants for captive 

 
 
consumption

 
iii)  the capital investment  on energy  conservation equipment. :- Nil

**B. TECHNOLOGY  ABSORPTION**

 
i)  the efforts made towards technology absorption :- Indigenous Technology alone is used.

 
ii)  the benefits derived like product improvement , cost reduction , product development  or import

 
 
substitution ;-

 
 
Certain plant & machinery such as Autocorner Compact systems and Knitting Machines are imported to

 
 
facilitate for product improvement & development which has facilitated exports of products.

 
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the

 
 
 financial year):-   

 
a) the details of technology imported 
: 
Nil 

 
b) the year of import   
: 
NA

 
c)  Whether the technology been fully absorbed  
: 
NA

 
d) if not fully absorbed , areas where absorption has

 
 
not taken place and the reasons there of ;and 
: 
NA

 
iv) the expenditure incurred on Research and  
 

 
 
Development 
: 
Not quantified

**C.  FOREIGN EXCHANGE EARNINGS AND OUTGO**

 
The Foreign Exchange earned in terms of actual inflows during the year and Foreign Exchange outgo

 
during the year in terms of actual outflows.

 
 
 
 
 
[Rs in Lakhs]

 
Foreign Exchange earned (inflow)  
 
60692

 
Foreign Exchange used (outflow)  
 
45647

7

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

Information as required under Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

**ANNUAL REPORT ON CSR ACTIVITIES  **

1. 
A brief outline of the Company's CSR policy of the Company 

 
The CSR policy of the Company is to undertake and implement the projects /programs as  specified in Schedule- VII of the

 
Companies Act, 2013 .

2.  The composition of the CSR committee Consists of the following Directors : 

**ANNEXURE - II **

Sl.No

Sl.No
Particulars

Committee Members
Designation in Committee - 

Directorship Type

Number of CSR 

Committee meetings 
 held during the year

3. 
Web-link where composition of CSR committee, CSR Policy and CSR projects approved by the Board is disclosed on the

 
website of the Company : 

 
Web-link  for CSR Committee http://www.acmills.in/investors/

 
Web-link  for CSR Policy  http://www.acmills.in/2016/08/csr-policy/

 
Web-link  for CSR Projects https://www.acmills.in/2023/08/csr-programmes-undertaken-in-2023/

4. 
Executive Summary along with web-link(s) of impact assessment of CSR projects carried out in pursuance of sub-rule

 
(3) of Rule 8 if applicable: - Not applicable 

5. 
CSR obligation for the financial year  

Number of CSR

Committee meetings

attended during 

the year

 
1 
Sri. P.V.Chandran 
Chairman and Managing Director 
2 
2

 
  
 
- Chairperson

 
2 
Dr. K. Venkatachalam 
Independent  / Non-Executive - Member 
2 
2

 
3 
Mrs. Bhavya Chandran Non-Executive Director-Promoter Group 

 
 
 
- Member 
2 
2

**8**

Amount [Rs. in Lakhs]

 a) 
Average Net Profit of the Company as per Section 135(5) 
13450.47

 b) 
Two percent of the amount as per Section 135(5) 
269.00

 c) 
Surplus arising out of the CSR projects or programmes or activities of the previous 

  
financial years 
0.00

 d) 
Amount required to be set off for the financial year ( Excess Spent in FY 2021-22 Rs. 38.00

  
Lakhs, out of which Rs.32.05 lakh is set off during FY 2022-23) 
32.05

 e) 
Total CSR obligation for the financial year (5b+5c-5d) 
236.95

Sl.No
Particulars
Amount [Rs. in Lakhs]

 a) 
Amount spent on CSR Projects 
236.95

 b) 
Amount spent in Administrative overheads 
0.00

 c) 
Amount spent on Impact Assessment, if applicable 
0.00

 d) 
Total amount spent for the Financial Year (6a+6b+6c) 
236.95

6.      CSR Amount spent for the Financial Year 

e)   CSR amount spent or unspent for the financial year

Total 

Amount
 Spent for 

the 

Financial

Year

Amount

Total Amount transferred to

Unspent CSR Accountas per section 135(6)

Amount transferred to any fund specified under 

Schedule VII as per second proviso to section135(5)

Date of transfer
Date of transfer

(Rs. in Lakhs)

Name of the

Fund

Amount

236.95
-NIL-
-NIL-

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

Sl.No

Sl.No
Particulars

Amount remaining 

to be spent in 

succeeding financial 

years. (in Rs.)

f)     Excess amount for set-off if any: 

Preceding 
Financial 

Year.

Amount 

transferred to

 Unspent 

CSR Account 

under section 135

 (6) (in Rs.)

Amount spent 
in the reporting
 Financial Year

 (in Rs.).

Amount transferred 

to any fund specified under 

Schedule VII as per
 section 135(6), if any.

Name of 
the Fund

Amount 
(in Rs).

Date of
 transfer

1  
FY 2019-20 
-Nil-

2  
FY 2020-21 
-Nil-

3  
FY 2021-22 
-Nil-

Amount [Rs in Lakhs]

i)  
Two percent of average net prot of the Company as per sub-section (5) of Section 135 
269.00

(ii) 
Total amount spent for the Financial Year 
 
236.95

(iii) 
Excess amount spent for the Financial Year [(ii)-(i)] 
 
0.00

(iv) 
Surplus arising out of the CSR projects or programmes or activities 

  
of the previous Financial Years, if any 
 
   0.00

(v) 
Amount available for set o�  in succeeding Financial Years [(iii) - (iv)] 
    0.00

7.       Details of Unspent CSR amount for the preceding three financial years:

1

1

2
3
4
5
6
7 
8

8.  Details of CSR amount spent against other than ongoing projects for the financial year: 

Sl.
No.

Name of the 

Project

Item from 
the list of
activities in

Schedule

VII to the Act

Mode of 

Implementation

Through 

Implementing

Agency

Mode of 
implem
entation

Amount 

spent
for the 
project

Location of 
the project

Local
Area 
(Yes/
No)

Animal Protection 
and Development
Rural Development
Project – Collector 
Dindigul

Chamber of 
Commerce – 
Trade Convention
Centre

State
District
Direct 

(Yes/ No)
Name

iv

x

iii

v

v

ii

i

i

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Dindigul

Dindigul

Dindigul

Dindigul

Dindigul

Tuticorin

Coimbatore

Coimbatore

72.00

35.00

3.00

1.00

0.75

10.00

(Rs. in Lakhs)

2

3

4

5

6

7

8

CSR

Registration

 Number

Cultural Activity

Cultural Activity 
Nannerikazhagam

Education 
upgradation
of School 

Medical Support

Police - Public Park 

4.80

3.00

YES

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

10

11

12

13

14

15

16

9

Support to Sport/
Education - Rifle 
Competition

Relief to Poor

Relief to Poor 
(To Red Cross)
Relief to Poor 
(Water Supply)
Medical Support 
(To VGM Hospital)
Rural Works (Public
toilets Maintenance)
Rural Works 
(Police Station)

Police Public 
Security and Service

vii

vii

i

i

i

x

x

xii

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Trichy

Dindigul

Dindigul

Dindigul

Dindigul

Coimbatore

Coimbatore

Coimbatore

10.00

5.30

2.00

8.51

10.00

1.21

6.60

37.64
–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

17

18

19

20

Rural Works 
(Road Safety 
Dividers)

Rural Works 
(Veterinary )  

Support to Sport/ 
Education –
 Chess Olympiad

Relief to Poor - 
St. Marks Church
i

x

x

vii

Yes

Yes

Yes

Yes

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Dindigul

Dindigul

Chennai

Coimbatore

0.41

0.16

2.00

0.20

–

–

–

–

–

–

–

–

21

22

23

24

25

26

27

28

Relief to Poor - 
sathguruharshamatha 
charitable trust 

Relief to Poor - 
Citizen India 
Foundation 
Trivandram

Rural works 
(EB Office)

Rural Works Primary 
Health Centre

Rural works 
(Restoration of 
water ponds)

Rural works 
(RI Office)

Rural works 
(Tree Cutting)

Cultural - Temple 
Construction & 
Renovation (Sri 
Bhadrakali
Kshethra)
Total amount spent 
for FY 2022-23

i

i

x

x

x

x

x

v

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Tamil Nadu

Kerala

Kerala

Dindigul

Dindigul

Dindigul

Dindigul

Dindigul

Dindigul

Ernakulam

Trivandram

1.00

5.00

0.18

1.02

9.23

0.16

1.78

5.00

236.95

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

1
2
3
4
5
6
7 
8

8.  Details of CSR amount spent against other than ongoing projects for the financial year: 

Sl.
No.

Name of the 

Project

Item from 
the list of
activities in

Schedule

VII to the Act

Mode of 

Implementation

Through 

Implementing

Agency

Mode of 
implem
entation

Amount 

spent
for the 
project

Location of 
the project

Local
Area 
(Yes/
No)

State
District
Direct 

(Yes/ No)
Name

(Rs. in Lakhs)

CSR

Registration

 Number

YES

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

9 . Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in
 
the Financial Year:  Yes

 
The details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in 

 
the Financial Year

Sl.No
Short particulars of the 

property or asset(s) 
[including complete 

address and location of 

the property]

Pincode

of the

property
or asset(s)

Date of
Creation

Amount
of CSR
amount

spent

Details of entity/ Authority/ beneficiary

of the registered owner

CSR

Registration
Number, if
applicable

Name
Registered
Address

1
Chamber of Commerce -
 Trade Convention 
Centre, Tuticorin

3.00

10. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).- 
 
Not Applicable

Place : Coimbatore
Date  : 10.08.2023

By order of the Board

Sd/-

P.V.Chandran

Chairman and Managing Director

Chairman - CSR Committee

(DIN: 00628479)

628001
16.11.2022

2
Education upgradation of
 KCC Vidhyalaya
 Nursery & Primary 
School, 
Pappanaicken Palayam, 
Coimbatore

10.00
641037
23.12.2022 

3
Sri Bhadrakali Kshethra
Committee, 
Cherooty Road, 
Kozhikode, Kerala

5.00
673001
21.10.2022

–
–
–

–
–
–

–
–
–

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

**ANNEXURE - III  **

** 
Statement as per Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 **

**(i)  The percentage increase in remuneration of each Director , Company Secretary and Chief Financial Officer ( CFO) ,
 
 ratio of the remuneration of each director to the median remuneration of the employees of the Company for the **

** 
financial year 2022-23.**

**(ii)  The percentage Increase in the median remuneration of the employees in the financial year : 21.53%**

**(iii)  The number of permanent employees on the rolls of Company (Worked for 12 Months): 1884**

**(iv)  The explanation on the relationship between average increase in remuneration and Company performance: The Profit **

**after Tax for FY 2022-23 amounted to Rs.11189.40 Lakhs as compared to Rs. 17988.78 Lakhs for FY 2021-22, decrease of -
37.80% whereas increase in employees’ remuneration is 14.46%**

**(v)  Comparison of remuneration of the Key Managerial Personnel against the performance of the Company :The Profit after **

**Tax for FY 2022-23 decreased -37.80% as compared to FY 2021-22, whereas increase in Key Managerial Personnel  
remuneration is 1.25%.**

** (vi)  Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial **

**year and previous financial year :**

**Particulars 
31.03.2023 
31.03.2022**

Market capitalization of the Company (Rs in Crore ) 
789.65 
1348.98

Issued Capital ( in No.s) 
57,25,000 
57,25,000

Closing Price at NSE ( in Rs. ) 
1379.30 
2356.30

Earning Per share 
195.45 
 314.21

Price Earnings Ratio at the closing date 
7.06 
7.50

**Note: Percentage Increase over decrease in market quotations of the shares of the Company with the last public offer : The last **

**offer for sale of shares was made in the year 1996 and hence not comparable .**

S.No 
Name of the Director/ KMP 
Remuneration of Director/ 
% increase in 
Ratio of Remuneration

 
and Designation 
KMP for financial year  
Remuneration in 
of each Director, KMP to

 
 
2022-23 
the Financial year 
median remuneration

 
 
(Rupees in Lakhs) 
 2022-23 
of employees

1 
Sri.P.V.Chandran, Chairman and 

 
Managing Director  
25.00 
-- 
16.79.1

2. 
Dr.K.Venkatachalam , 

 
Non- Executive – Independent   
4.40 
14.28% 
2.67.1

3. 
Mrs. Bhavya Chandran, 

 
Non- Executive – Promoter group  
1.00 
-- 
0.67.1

4. 
Mrs.Vidya Jyothish Pillai,

 
Non- Executive – Promoter group 
2.00 
-- 
1.34.1

5. 
Sri.E.M.Nagasivam , 

 
Non- Executive – Independent   
2.00 
– 
1.34.1

6. 
Mrs. Vijayalakshmi Narendra,

 
 Non- Executive – Independent 
2.00 
100% 
1.34.1

7. 
 Sri. Radheshyam Padia,

 
 Company Secretary   
6.00 
– 
4.03.1

8. 
Sri. M.Vijayakumar,  

 
Chief Financial Officer 
5.72 
8.59% 
3.84.1 

**AMBIKA COTTON MILLS LIMITED**

**ANNEXURE TO DIRECTORS’ REPORT (Contd...)**

vii)  Percentage increase in the salaries of employees other than the Key Managerial Personnel (KMP) as compared to 

percentage  increase in the KMP  remuneration in the last financial year i.e 2022-23 : The Increase in remuneration is 14.46% 
for employees other than KMP while it is increase 1.25% for KMP.

(viii) The Key parameters for any variable component of the remuneration availed by the Directors: There are no variable 

component in the Managerial Remuneration.

 (ix)  The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive 

remuneration in excess of the highest paid director during the year :- None 

(x)  
Affirmation that the remuneration is as per the remuneration policy of the Company: Yes.

**I. Details of the listed entity**

  
1. 
Corporate Identity Number (CIN) of the Listed Entity  : 
 L17115TZ1988PLC002269

  
2. 
Name of the Listed Entity -  
: 
 Ambika Cotton Mills Limited

  
3. 
Year of incorporation  
: 
1988

  
4. 
Registered office address  
: 
 9A , Valluvar Street , Sivanandha Colony , Coimbatore - 641012

  
5. 
Corporate address  
: 
 9A , Valluvar Street , Sivanandha Colony , Coimbatore - 641012

  
6. 
E-mail 
 
: 
 ambika@acmills.in

  
7. 
Telephone  
 
: 
0422-2491504

  
8. 
Website  
 
: 
 www.acmills.in 

  
9. 
Financial year reported  
: 
 FY 2022-23 

  
10. Name of the Stock Exchange(s) where shares are listed  : 
BSE Limited (BSE)  & National Stock Exchange of India Limited (NSE)

  
11. Paid-up Capital  
: 
 Rs. 5,72,50,000/- divided into 57,25,000 Equity Shares of Rs. 10/- each

  
12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR :

  
 
1.  
DIN Number 
:  
00628479

  
 
2.  
Name 
 
:  
Sri. P.V.Chandran

  
 
3.  
Designation 
: 
 Chairman and Managing Director

  
 
4.  
Telephone No 
:   
0422 2491501/502

  
 
5.  
Email ID  
:  
ambika@acmills.in

  
13. Reporting boundary - The disclosures under this report are made on  standalone basis 

**II. Products/services**

 
14. Details of business activities (accounting for 90% of the turnover):

**AMBIKA COTTON MILLS LIMITED**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**ANNEXURE - IV
SECTION A: GENERAL DISCLOSURES**

**Sl.No**

** 
1. 
Cotton yarn 
Manufacture  
64.46**

** 
2. 
Knitted fabrics 
Manufacture 
22.70**

** 
3. 
Waste Cotton 
Residual available for sale 
12.84**

**Description of Main Activity
Description of Business Activity
% of Turnover of the entity**

  
15. Products/Services sold by the entity (accounting for 90% of the entity's Turnover):

**Product/Service
NIC Code
%  of  Total Turnover contributed**

**III. Operations**

**  
16.  Number of locations where plants and/or operations/offices of the entity are situated:**

**Location**

**National 
5 
2 
7**

**International 
0 
0 
0**

**Number of plants
Number of offices
Total**

**Sl.No**

** 
1. 
Cotton Yarn   
 
13111 
64.46**

** 
2. 
Knitted Fabrics  
 
13911 
22.70**

** 
3. 
Waste Cotton  
 Residual available for sale  
12.84 **

  
17. Markets served by the entity:

  
a. 
Number of locations

**AMBIKA COTTON MILLS LIMITED**

National (No. of States) 
 
 
3  

 International (No. of Countries) 
 
 
5  

**Locations
Number**

  
b. 
 What is the contribution of exports as a percentage of the total turnover of the entity – 73.20%

  
c. 
 A brief on types of customers – The Customers are manufacturers of Garments (upstream activity) out of cotton yarn and Knitted

  
 
Fabrics sourced from the Company. 

**IV. 
Employees**

  
18. Details as at the end of Financial Year: 31.03.2023 ( worked for 12 months)

  
a. 
Employees and workers (including differently abled):

**Sl.No
 Particulars
Total
(A)**

**Male
Female**

**No. (B)
No. ( C )
% (B/A)
% (C/A)**

1.  
Permanent(D) 
224 
206 
91.96% 
18 
8.03%

2.  
Other thanPermanent(E) 
0 
0 
0 
0 
0

3.  
Total employees (D+E) 
224 
206 
91.96% 
18 
8.03%

 
 
 
 
WORKERS

4.  
Permanent(F) 
1660 
369 
22.23% 
1291 
77.77%

5.  
Other than Permanent(G) 
0 
0 
0 
0 
0

6.  
Total workers (F+G) 
1660 
369 
22.23% 
1291 
77.77%

**Sl.No
 Particulars
Total
(A)**

**Male
Female**

**No. (B)
No. ( C )
% (B/A)
% (C/A)**

1.  
Permanent(D) 
3 
3 
100.00% 
0 
0

2.  
Other than Permanent(E) 
0 
0 
0 
0 
0

3.  
Total differently abled 

 
 
employees(D+E) 
3 
3 
100.00% 
0 
0

 
 
 
   DIFFERENTLY ABLED WORKERS

4.  
Permanent(F) 
8 
4 
50.00% 
4 
50.00%

5.  
Other than permanent(G) 
0 
0 
0 
0 

6.  
Total differently abled

 
 
workers(F+G) 
8 
4 
50.00% 
4 
50.00%

  
b. 
Differently abled Employees and workers:

**DIFFERENTLY ABLED EMPLOYEES**

  
19.         Participation/Inclusion/Representation of women

Board of Directors 
6 
 
3 
50%

Key Management
Personnel* 
2 
 
0 
NA

**Total (A)**

**No. and percentage of Females**

**No. (B)
% (B / A)**

**16**

   
* Key Management Personnel other than Board of Directors

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

  
20.   Turnover rate for permanent employees and workers

  
 
(Disclose trends for the past 3 years)

**AMBIKA COTTON MILLS LIMITED**

**FY 2022-23
FY 2021-22
FY 2020-21**

**MALE
MALE
MALE
FEMALE
FEMALE
FEMALE
FEMALE
FEMALE
FEMALE
TOTAL
TOTAL
TOTAL**

Permanent Employees ( In %) 
0.80 
1.90 
2.70 
0.90 
2.20 
3.10 
1.00 
2.40 
3.40

Permanent Workers 
1.10 
3.30 
4.40 
1.41 
4.70 
6.11 
2.13 
5.20 
7.33

**  
V. Holding, Subsidiary and Associate Companies (including joint ventures)**

  
21. (a) Names of holding / subsidiary / associate companies / joint ventures

**Sl.No
Name of the holding /
subsidiary / associate **

**companies / **

**joint ventures (A)**

**Indicate whether holding/**

** Subsidiary/ Associate/**

** Joint Venture **

**% of shares **

**held  by **

**listed entity**

**Does the entity indicated at
 column A, participate in the **

**Business Responsibility initiatives **

**of the listed entity? (Yes/No)**

**- NIL -**

** 
VI. CSR Details**

 
22. (i)  
Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes

 
 
(ii) 
Turnover ( Rs. In Lakhs) - 81696.86/-

 
 
(iii) Net worth (Rs. In Lakhs) – 81661.54/-

** 
VII. Transparency and Disclosures Compliances**

 
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:

**Stakeholder group **

**from whom complaint**

** is received**

**Grievance Redressal 
Mechanism  in  Place 
(Yes/No) (If Yes, then
 provide web-link for **

**grievance redress **

**policy)**

**FY  2022-23 
FY  2021-22 **

**Number of 
complaints 
filed during **

**the year**

**Number of 
complaints **

**pending 
resolution 
at close of 
the year**

**Remarks**

**Number of 
complaints 
filed during **

**the year**

**Number of 
complaints **

**pending 
resolution 
at close of 
the year**

**Remarks**

Communities

Investors (other

than shareholders)

Shareholders

Employees and workers

Customers

Value Chain Partners

Other (please specify)

* Please refer to the Whistle Blower Policy and Business Responsibility Policies available at: http://www.acmills.in/2015/03/whistle-
blower/

-Not Applicable-

-Yes*-
-Nil-
-Nil-
-Nil-
-Nil-
-Nil-
-Nil-

**17**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

  
24. Overview of the entity’s material responsible business conduct issues Please indicate material responsible business conduct and  

  
 
sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale

  
 
for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format

**AMBIKA COTTON MILLS LIMITED**

**Sl.No Material  issue**

** identified**

**Indicate whether**

** risk or opportunity **

**(R/O)**

**Rationale for **

**identifying the  risk  **

**/ opportunity**

**In case  of risk, approach  to **

**adapt or mitigate**

**Financial implications **

**of the risk or 
opportunity **

**(Indicate positive  or **

**negative implications)**

1

2

3

4

5

Energy

 Raw Material

Maintenance 

of Liquidity 

Product 
Innovation /
timely delivery
/ Maintenance 
of Quality

Establishment 
of plants at
Villages

Risk/Opportunity

Risk/Opportunity

 Opportunity

 Opportunity

 Opportunity

Manufacture of Cotton 
yarn is energy based 

The Main input Raw
Cotton is an agricultural
produce. Price is subject 
to fluctuation /
Government policies  

The non -leveraged 
financial position and
maintenance of adequate
liquidity ensures solvency 
and sustainability - 

Comfort and growth of 
the business of  
the Customers

Contributes to social 
development through
Rural employment 

Reduction in energy 
and environmental
 costs 

Increases the 

Reputation of 

the company 

Enhances net worth 
and deliver financial
position would not 
cause liquidity crunch
ensuring sustained 
operations

Long term relationship 
with Customers 

Overall economic 
development

The company has installed windmills
of  27.4 MW and further has proposed
to install solar power 8.334 MW  for
renewable energy

Risk is mitigated by purchase across 
markets and settlement of contracts
without any renegotiation 

-

-

-

**18**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**SECTION B: MANAGEMENT AND PROCESS DISCLOSURES**

**AMBIKA COTTON MILLS LIMITED**

**Disclosure 
Questions**

**P**

**1**

**P**

**2**

**P**

**3**

**P**

**4**

**P**

**5**

**P**

**6**

**P**

**7**

**P**

**8**

**P**

**9**

**Policy and management processes**

1.  a.  Whether your entity’s policy/policies cover each 
 
 
principle and its core elements of the NGRBCs. (Yes/No) 
 
 
-Yes- 

 
b.  Has the policy been approved by the Board? (Yes/No) 
 
 
-Yes-

 
c.  Web Link of the Policies, if available 
https://www.acmills.in/2023/08/national-guidelines-on

 
 
 
 
-responsible-business-conduct-policy/ 

2.  Whether the entity has translated the policy into procedures. 
 
(Yes / No) 
 
 
-Yes-

3.  Do the enlisted policies extend to your value chain partners?
 
 (Yes/No) 
 
 
-Yes-

4.  Name of the national and international codes/certifications 
The Company holds the following Certificates

 
/labels/ standards (e.g. Forest Stewardship Council, Fairtrade,  
1.  STANDARD 100 by OEKO-TEX® .   

 
Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, 
2.  Supima Certification

 
 ISO, BIS) adopted by your entity and mapped to each principle 
3.  Global Organic Textile (GOTS) from  CU Inspections & 

 
 
 
 
 
Certifications India Pvt. Ltd  

 
 
 
 
4.  Organic Content Standard (OCS) from  CU Inspections & 

 
 
 
 
 
Certifications India Pvt. Ltd

 
 
 
 
5.  Global Recycled Standard (GRS) from  CU Inspections &

 
 
 
 
 
Certifications India Pvt. Ltd

 
 
 
 
6.  FSC Chain of Custody (COC) by Control Union Certifications

 
 
 
 
7.   Cotton made in Africa (CMIA) certificate

 
 
 
 
8.  Cotton USA Certificate

 
 
 
 
9.  US Cotton Trust Protocol Member

 
 
 
 
10.  Better Cotton Initiative (BCI)  member

 
 
 
 
11. SEDEX certificate for Second Security

 
 
 
 
12. BMP Cotton from Australia with Certification

5. Specific commitments, goals and targets 
It is the endeavour of the company to pursue the  

 
set by the entity with defined time lines, if any. 
policies to the satisfaction of all the stakeholders

6.  Performance of the entity against the specific commitments, 
 
goals and targets along-with reasons in case the same are not met. 
 
 
- NA-

**Governance, leadership and oversight**

7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements
 
(listed entity has flexibility regarding the placement of this disclosure)

Response : The product manufactured cotton yarn does not Involve any environmental risk. The challenge lies in use of electricity from 
TANGEDCO and other sources. The company has installed windmills 27.4 MW for captive consumption and to that extent contributes to 
Co  reduction. Further the company has proposed to install solar power to the extent of 8.334 MW . On commissioning of Solar power 
2

**project further generation of renewable energy would contribute to Co  reduction.
2**

**Besides the entire plants soils are organically managed with out use of fertilizers and pesticides. There are grown multiple trees 
within the Plant premises over the years turning out to be  the Birds' Paradise.**

8.  Details of the highest authority responsible for implementation 
Board Committees in co-ordination with Board of Directors 

 
and oversight of the Business Responsibility policy (ies). 
exercise and oversee implementation of various policies 

9. Does the entity have a specified Committee of the Board/ 
Board Committees in co-ordination with Board of Directors

 Director responsible for decision making on sustainability  
exercise and oversee implementation of various policies

related issues? (Yes / No). If yes, provide details.

**19**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**SECTION B: MANAGEMENT AND PROCESS DISCLOSURES**

**AMBIKA COTTON MILLS LIMITED**

**10. Details of Review of NGRBCs by the Company:**

Subject for Review

Indicate whether review was undertaken 
by Director / Committee of the Board/
Any other Committee

Frequency
(Annually/ Half yearly/ Quarterly/ 
Any other – please specify)

P
1

P
2

P
3

P
4

P
5

P
6

P
7

P
8

P
9

P
1

P
2

P
3

P
4

P
5

P
6

P
7

P
8

P
9

Performance against
above policies and follow up action

Review by Board of Directors
On continuous basis

Compliance with statutory requirements
of relevance to the principles, and, 
rectification of any non-compliances

11. Has the entity carried out independent assessment/ evaluation 
of the working of its policies by an external agency? 
(Yes/No). If yes, provide name of the agency.

Review by Board of Directors
 On continuous basis

**P**

**1**

**P**

**2**

**P**

**3**

**P**

**4**

**P**

**5**

**P**

**6**

**P**

**7**

**P**

**8**

**P**

**9**

**-No-**

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated: 

Response: Not Applicable 

**SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE**

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and

 decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are expected to be disclosed by 

every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a 

higher level in their quest to be socially, environmentally and ethically responsible.

**20**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

 1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:

Segment
Total Number of training

 and awareness programs  held

Topics/principles covered under the training 

and its impact

%age of persons in respective

 category covered by the 

awareness programe

Board of Directors
 (BOD)

Key Managerial 
Personnel (KMPs)

Employees other
than BOD and 
KMPs

Workers

–

–

–

–

–

–

–

–

The company since its incorporation strives to 
achieve excellence in corporate and statutory 
compliance and the Board consist of experienced
and knowledgeable members who are all well 
aware of their responsibilities and company is
complying with all such requirements. No specific
 training programmes are conducted in this respect. 

The principles are constantly evolved and
discussed frequently amongst key managerial
personnels and are educated and no specific
 programmes are carried out. 

There are regular meetings  at plant level on health 
and safety working conditions  and plants do’s and
don’ts carried out by senior technicians regularly.
 No Count of meetings is maintained in this regard.

There are regular meetings  at plant level on
health and safety working conditions  and plants
do’s and don’ts carried out by senior technicians
regularly. As multiple meetings are carried and no 
count of meetings is maintained in this respect.

2.  Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
 
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note:

 
the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure 

 
Obligations) Regulations, 2015 and as disclosed on the entity's website): 

Monetary

NGRBC Principle
Name of the regulatory/

 enforcement agencies
/ judicial institutions

Amount 
(In INR)

Brief of the Case
Has an appeal been

 preferred? 
(Yes/No)

Penalty/ Fine

Settlement

Compounding fee

-Nil - 
-NA - 

Non Monetary

NGRBC Principle
Name of the regulatory/

 enforcement agencies
/ judicial institutions

Amount 
(In INR)

Brief of the Case
Has an appeal been

 preferred? 
(Yes/No)

-Nil - 
-NA - 

Imprisonment

Punishment

**AMBIKA COTTON MILLS LIMITED**

**Principle 1 : Businesses should conduct and govern themselves with integrity, and in a manner that is 
Ethical, Transparent and Accountable.  **

**Essential Indicators**

**21**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

Particulars

Particulars

3. 
Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary

 
action has been appealed.

Case Details  
Name of the regulatory/ enforcement agencies/ judicial institutions

-NA-

4. 
Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the

 
policy.   

 
Response: The Company has not laid down any such policy separately and would not engage itself in unwarranted practices which

** 
would bring disrepute to the company. **

5. 
Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the

 
charges of bribery/ corruption:  

FY 2022-23 
FY 2021-22

Directors

Particulars

KMPs

Employees  

Workers

-Nil-
-Nil-

FY 2022-23 
FY 2021-22

-Nil-
-Nil-

6. 
Details of complaints with regard to conflict of interest:  

Number 
Number 
Remarks
Remarks

Number of complaints received in relation to issues of 
Conflict of Interest of the Directors

Number of complaints received in relation to issues of 
Conflict of Interest of the KMPs

7. 
Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law

 
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. 

 
Response : Does not arise

  

**AMBIKA COTTON MILLS LIMITED**

**Principle 1 : Businesses should conduct and govern themselves with integrity, and in a manner that is 
Ethical, Transparent and Accountable. (Contd...)**

**22**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

Particulars

1. 
Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social 

 
impacts of product and processes to total R&D and capex investments made by the entity, respectively.

 
Response: The company manufactures Cotton Yarn and Knitted Fabrics, which are generic products, the main input is raw cotton,

** 
an agricultural produce, and as such there are no environmental and social impacts of manufacture. **

**2022-23 
2021-22   
Details of improvements in 
environmental and social impacts**

R&D  
- 
- 
-

Capex 
- 
- 
-

2. 
 a.  
Does the entity have procedures in place for sustainable sourcing? (Yes/No) –

 
Response: YES - The main input raw material for manufacture of cotton yarn is Raw cotton and  is widely available, in a sustainable

** 
manner, sourced from domestic and imported**

 
 
b. If yes, what percentage of inputs were sourced sustainably?  - 

 
Response : 100%  

3. 
Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics 

 
(including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. – 

 
Response: Cotton Yarn manufacturing involves generation of meager generation of waste after post spinning which requires

** 
recycling. Other wastes are minimal, not related to manufacture and are disposed off as per acceptable industry practices.**

4. 
Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection 

 
plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken

 
to address the same. 

 
 
Response: Not Applicable 

**Essential Indicators**

**AMBIKA COTTON MILLS LIMITED**

**Principle 2 : Businesses should provide goods and services in a manner that is sustainable and safe   **

**23**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**Particulars**

1.  a. Details of measures for the well-being of employees:

% of employees covered by

Category 
Total
 (A) 

Health insurance 
Accident insurance 
Maternity benefits 
Paternity Benefits 
Day Care facilities

Number

( B )

Number

  ( C )

Number

  ( D )

Number

  ( E )

Number

  ( F )
% (B/A)
% (C/A)
% (D/A)
% (E/A)
% (F/A)

Permanent employees

Other than Permanent employees

Male 

Male 

Nil 

Nil 
Nil 

Nil 

Nil 

NA

18 
18 

18 

206

224

18 

206

224

100%

100%
100%

8.04%
100%

Female

Female

Total

Total

 
b.  
Details of measures for the well-being of workers:

% of employees covered by

Category 
Total
 (A) 

Health insurance 
Accident insurance 
Maternity benefits 
Paternity Benefits 
Day Care facilities

Number

( B )

Number

  ( C )

Number

  ( D )

Number

  ( E )

Number

  ( F )
% (B/A)
% (C/A)
% (D/A)
% (E/A)
% (F/A)

Permanent workers

Other than Permanent workers

Male 

Male 

Nil 

Nil 
Nil 

Nil 

Nil 

NA

1291

1291

1291

369

1660

1291

369

1660

100%

100%
100%

77.77%
100%

Female

Female

Total

Total

2. 
Details of retirement benefits, for Current FY and Previous Financial Year.

FY 2022-23
FY 2021-22

 

 No. of employees 
covered as a % of
 total employees 

 No. of employees 
covered as a % of
 total employees 

No. of workers 

covered as a % of

 total workers 

No. of workers 

covered as a % of

 total workers 

Deducted and

 deposited with the
 authority (Y/N/N.A)

Deducted and

 deposited with the
 authority (Y/N/N.A)

Particulars

PF 

100% applicable
 employees as

 per act 

100% applicable
 employees as

 per act 

100% applicable
 employees as

 per act 

100% applicable 

employees as 

per act 

Yes 
Yes

 

Gratuity

100% applicable
 employees as

 per act 

100% applicable
 employees as

 per act 

100% applicable
 employees as

 per act 

100% applicable 

employees as 

per act 

Yes 
Yes

 

ESI

100% applicable
 employees as

 per act 

100% applicable 

employees as 

per act 

Yes 
Nil

 

Others - 

Nil
NA
NA
NA
NA

NA

NA

NA

NA

**Essential Indicators**

**AMBIKA COTTON MILLS LIMITED
AMBIKA COTTON MILLS LIMITED**

**Principle 3 :  Businesses should respect and promote the well-being of all employees, including those 
in their value chains **

**24**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**3.  Accessibility of workplaces **

 
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of

 
 Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. 

 
Response : Yes.. The premises / offices are accessible to differently abled employees and workers.

4.  Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to
 
the policy.

 
Response : Yes, and the web-link for the same is https://www.acmills.in/2023/08/equal-opportunity-policy/

5. 
Return to work and Retention rates of permanent employees and workers that took parental leave.

Permanent employees 
Permanent workers

 
Return to work rate 
Retention rate 
Return to work rate 
Retention rate

Male 
NA 
NA 
NA 
NA

Female 
100% 
100% 
100% 
100%

Total  
100% 
100% 
100% 
100%

6. 
Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give 

 
details of the mechanism in brief. 

Category 
 
Yes/No 
 (If Yes, then give details of the mechanism in brief)

Permanent Workers 
 
Yes 
 Help Desk and Grievance Register  and Whistle Blower 

Other than Permanent Workers 
Yes 
 Mechanism are in place to address complaints or  

Permanent Employees 
 
Yes 
 issues raised

Other than Permanent Employees 
Yes

7. 
Membership of employees and worker in association(s) or Unions recognized by the listed entity:  

 
Response : The Company has a workers welfare association and all the workers are members automatically by virtue of their 

** 
employment.**

8. 
Details of training given to employees and workers: -  

 
Response : The manufacturing of spinning involves various departments such as Blow Room, Carding, Combing , Spinning  and

** 
the workers in general are trained in all the departments to have an understanding of the operations of the Cotton Yarn**

** 
manufacturing. Besides knitting is a post manufacturing activity of spinning wherein the employees are also trained regularly.**

9. 
Details of performance and career development reviews of employees and worker:

 
Response: The performance and career development reviews of employees and workers are regularly carried out at the plant level 

** 
and  leadership position is offered to those who perform and deserves**

10. Health and safety management system:  

 
a. 
Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No).If yes, the 

 
 
coverage such system? 

 
 
Response: Yes – the coverage provides all employees 

 
b.  
What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? –

 
 
Response: Identification of work related Hazards and its risk assessment is in place in respect of the entire manufacturing 

** 
 
process and continuously reviewed.**

 
c. 
Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N)  -

 
 
Response :  Yes 

 
d.  
Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No) 

 
 
Response: Yes Such  services are provided

 

**AMBIKA COTTON MILLS LIMITED
AMBIKA COTTON MILLS LIMITED**

**Principle 3 :  Businesses should respect and promote the well-being of all employees, including those 
in their value chains  (Contd...)**

**25**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

Gender

11. Details of safety related incidents, in the following format: -  

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks /
 
concerns arising from assessments of health & safety practices and working conditions. 

 
Response : Constant efforts are made to provide safe and secured environment work place to all the employees and workers at the

** 
plant level. **

Particulars

Particulars

FY2022-23
 FY2021-22

Filed during

the year

Filed during

the year

Pending

resolution at the

 end of year

Pending

resolution at the

 end of year

Remark
Remark

**Category
Safety Incident/Number
 FY2021-22
 FY2022-23**

Lost Time Injury Frequency Rate (LTIFR)
(per one million-person 

Employees
Workers

Employees
Workers

Employees
Workers

Employees
Workers

Total recordable work-related injuries

No. of fatalities

High consequence work-related injury or ill health
(excluding fatalities)

12. Describe the measures taken by the entity to ensure a safe and healthy work place.  

 
Response: The company provides in-depth training and constant review and up gradation of such training to all its employees to

** 
protect themselves and prevention of injuries at the work place.**

13. Number of Complaints on the following made by employees and workers: - Nil 

 14.    Assessments for the year 

Working Conditions 
Health & Safety
- Nil-
- Nil-

percentage  of your plants and offices that were assessed (by entity or statutory authorities 
or third parties)

Health and safety practices

Working Conditions
100%

**AMBIKA COTTON MILLS LIMITED**

**Principle 3 :  Businesses should respect and promote the well-being of all employees, including those 
in their value chains  (Contd...)**

**26**

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

** 1. Describe the processes for identifying key  stakeholder groups of the entity–**

 
Response : The key  stake holder groups are broadly categorized into Government, Employees, Shareholders,

** 
Customers and Suppliers.**

2. 
List stake holder groups identified as key  for your entity and the frequency of engagement with each stake holder group.

Stakeholder

group

Whether identified

 as Vulnerable & 

Marginalised

Group (Yes/No)

Purpose and scope of

engagement including key 
topics and concerns raised
during such engagement

Customers  

Employees

No 

No 

No 

No 

No 

For discussion over 

business Matters 

Channels of communication

(Email, SMS, Newspaper, 
Pamphlets, Advertisement,

Community Meetings,
Notice Board, Website),

Other

Frequency of engagement

(Annually/ Half yearly

/ Quarterly / others – please

specify)

Continuous basis 

Continuous basis 

Continuous basis 

Visits, 

Meetings and e-mail 

Committees and 
Communications  

Plant Management, Quality 
Maintenance, adherence to 
timely delivery of goods and 

protection of their interest 

and well being

Investors 
Annual General Meetings, 

Filings with Stock Exchanges 

and Press Releases 

In accordance with 

regulatory requirements

 Updating of various informations 
with regard to functioning of the 
company and more specifically

 with reference to financial reporting. 

For meeting quality requirements 

and ensuring timely supplies 

Suppliers 
Meetings and e-mails

Government / 

Regulatory 

Bodies 

Through Government

 Portals and other 
permitted means  

As and when required  
To resolve grievances 

**Essential Indicators**

**AMBIKA COTTON MILLS LIMITED**

**Principle 4 :  Businesses should respect and promote the well-being of all employees, including those in
their value chains  **

**27**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

1. 
Employees and workers who have been provided training on human rights issues and policy (ies) of the entity, in the following

 
format:

Category 
FY2022-23
 FY2021-22

Total (A) 
No of. employees 

/ workers
covered(B)   

No.of employees 

/workers

covered( D )  

 %(B/A) 
 %(D/C) 
Total( C ) 

Employees

Permanent 
224 
212 
94.64% 
206 
194 
94.17%

Other permanent than 
Nil 
Nil 
Nil 
Nil 
Nil 
Nil

Total Employees 
224 
212 
94.64% 
206 
194 
94.17%

Workers

Permanent 
1660 
1660 
100% 
1483 
1483 
100%

Other permanent than 
Nil 
Nil 
Nil 
Nil 
Nil 
Nil

Total Workers 
1660 
1660 
100% 
1483 
1483 
100%

2. 
Details of minimum wages paid to employees and workers, in the following format:

**Category **

**FY2022-23
 FY2021-22**

**Total (A) 
Equal to**

**Minimum Wage**

**Equal  to**

**Minimum Wage**

**More  than**

**MinimumWage**

**More  than**

**MinimumWage**

**Total( D ) **

**No. 
( B )**

**No. 
( E )**

**No. 
( F )**

**No. 
( C )
% (B/A) 
% (E/D) 
% (F/D) 
% (C/A) **

**Employees**

Permanent 
 
 
 
 
 
 
 
 
 

Male 
206 
Nil 
Nil 
206 
100% 
191 
Nil 
Nil  
191 
100%

Female 
18 
Nil 
Nil 
18 
100% 
15 
Nil  
Nil  
15 
100%

Other Permanent than 
 
 
 
 
 
 
 
 
 

Male 
 
 

Nil 
 
 
 
 
Nil

Female 
 

**Workers **

Permanent 
 
 
 
 
 
 
 
 
 

Male 
369 
Nil 
Nil 
369 
100% 
330 
Nil 
Nil 
330 
100%

Female 
1291 
Nil 
Nil 
1291 
100% 
1153 
Nil 
Nil 
1153 
100%

Other Permanent than 
 
 
 
 
 
  
 
 
 

Male 
 
 

Nil 
 
 
 
 
Nil

Female

**AMBIKA COTTON MILLS LIMITED**

**Principle 5 :  Businesses should respect and promote human rights **

**Essential Indicators**

**28**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

3. 
Details of remuneration/salary/wages,in the following format

Male
Female

Number
Number
Median remuneration / salary/

wages of respective category

Median remuneration /salary / 

wages of Respective category

 
Rs.in Lakhs

Board of Directors (BoD) Executive 
1 
2500000 
- 
-

Board of Directors (BoD)  Non - Executive 
2 
300000 
3 
250000

Key Managerial Personnel 
2 
586078 
- 
-

Employees and Workers other than BoD , KMP  
575 
131460 
1309 
113896 

(in employment for full year) 

4. 
Do you have a focal point (Individual/Committee) responsible for addressing human rights impacts or issues caused or contributed

 
to by the business? (Yes/No) 

 
Response: Yes, the Plant head oversees all such issues 

5. 
Describe the internal mechanisms in place to redress grievances related to human rights issues.

 
Response :  The grievances related to human rights issues are addressed through the “Whistle Blower Mechanism” / Maintenance

** 
of Complaints book at Plant level. Constant education is made through internal meetings **

6. 
Number of Complaints on the following made by employees and workers:

FY 2022-23
FY 2021-22

Filed during 

the year 

Filed during 

the year 

Pending 

resolution at the

 end of year 

Pending 

resolution at the

 end of year 

Remarks 
Remarks 

Sexual Harassment 

Discrimination at workplace 
 

Child Labour 
 

Forced Labour /Involuntary Labour 
Nil  
 
 
Nil   

Wages 
 

Other human rights related issues

7. 
Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

 
Response : The complainant is fully protected from any harassment 

8. 
Do human rights requirements form part of your business agreements and contracts? - (Yes/No)

 
Response : Generally, there are no specific agreements but adhered to by all entities  

9. 
Assessments for  the year:

% of your plants and offices that were assessed (by entity or statutory authorities or third parties)

Child labour

Forced/involuntary labour

Sexual harassment

Discrimination at workplace

Wages

Others–please specify

All the Plants are regularly inspected by the statutory authorities

10. Provide details of any corrective actions taken or underway to address significant risks /concerns arising from the assessments at
 
Question 9 above.

 
Response : There are no cases that are covered under Question 9 (above) and Question of corrective action does not arise. 

**AMBIKA COTTON MILLS LIMITED**

**Principle 5 :  Businesses should respect and promote human rights Essential Indicators (Contd...)**

**29**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

Particulars

Particulars

Particulars

**Essential Indicators**

**Parameter 
FY  2022-23 
FY  2021-22**

Total electricity consumption (A)* 
280924171200 Kj 
78758292400 Kj

Total fuel consumption (B) 
260794000 Kj 
778772000 Kj

Energy consumption through other sources ( C ) 
Nil 
Nil

Total energy consumption (A+B+C) 
281184965200 Kj 
279537064400 Kj

Energy intensity per rupee of turnover

(Total energy  consumption/ turnover in rupees) 
34.42 Kj/Rupee 
31.79 Kj/Rupee

Energy intensity (optional) – the relevant metric may be  
Nil 
Nil

selected by the entity

1. 
Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

 
*Wind units off set are not considered

 
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name

 
of the external agency.  – No

2. 
Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT)

 
Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case 

 
targets have not been achieved, provide the remedial action taken, if any.

 
Response :- The Company does not fall under PAT scheme for the current  financial year.

3. 
Provide details of the following disclosures related to water, in the following format:

**Parameter 
FY 2022-23 
FY  2021-22**

Water withdrawal by source (in kilo litres)

(i) Surface water 
Nil 
Nil

(ii) Groundwater 
10950 KL 
9125 KL

(iii) Third party water (Sourced from TWAD Board ) 
81927.90 KL 
92831.10 KL

(iv) Seawater / desalinated water 
Nil 
Nil

(v) Others 
Nil 
Nil

Total volume of water withdrawal
(in kilolitres) (i + ii + iii + iv + v) 
92877.90 KL 
101956.10 KL

Total volume of water consumption
(in kilolitres) 
92877.90 KL 
101956.10 KL

Water intensity per rupee of turnover 
(Water consumed / turnover) 
0.011 Liters per Rupee 
0.012 Liters per Rupee

4. 
Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

 
Response: There is no requirement of water for manufacture of cotton yarn. Sewage water recycled in STP (Sewage Treatment 

** 
Plant) installed within Plant premises used for gardening.**

**AMBIKA COTTON MILLS LIMITED**

**Principle 6 :  Businesses should respect and make efforts to protect and restore the environment**

**30**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

NOx 
  
-- 
Nil 
Nil

SOx 
  
--  
Nil 
Nil

Particulate matter (PM) 
  
-- 
Nil 
Nil

Persistent organic pollutants (POP) 
 
-- 
Nil 
Nil

Volatile organic compounds (VOC) 
 
-- 
Nil 
Nil

Hazardous air pollutants (HAP) 
 
-- 
Nil 
Nil

Others – please specify 
 
– 
Nil 
Nil

**Parameter 
Please specify unit 
FY  2022-23 
FY  2021-22**

 
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, 

 
name of the external agency. No

6.  Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its  intensity, in the following format: 

 
Response : Cotton yarn manufacturing does not involve emissions and hence calculation of scope 1 & scope 2 emissions does not

** 
arise. **

Total Scope 1 emissions (Break-up of the GHG into CO2,  
-- 
 

CH4, N2O, HFCs, PFCs, SF6, NF3, if available) 
 
  
Nil 
Nil

Total Scope 2 emissions (Break-up of the GHG into Co2, 
-- 
 

CH4, N2O, HFCs, PFCs,SF6, NF3, if available) 
 
  
Nil 
Nil

Total Scope 1 and Scope 2 emissions per rupee of turnover 
-- 
Nil 
Nil

Total Scope 1 and Scope 2 emission intensity (optional) 
–

– the relevant metric may be selected by the entity 
 
Nil 
Nil

**Parameter 
FY  2022-23 
FY  2021-22**

7. 
Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.

 
Response : The Company has installed windmills 27.4 MW for captive consumption and further has undertaken Solar Power 

** 
Plant for a capacity of 8.334 MW over Roof Top at its Manufacturing Plants located at Dindigul in the State of Tamil Nadu for **

** 
reduction of Co2 and to that extent contributes reduction of Global Warming and climate change.**

8. 
Provide details related to waste management by the entity, in the following format: 

**Parameter 
FY  2022-23 
FY  2021-22**

Total Waste generated (in metric tonnes)

Plastic waste ( A ) 
Nil 
 Nil

E-waste ( B ) 
Nil 
 Nil

Bio-medical waste ( C ) 
Nil 
 Nil

Construction and demolition waste (D) 
Nil 
 Nil

Battery waste (E) 
Nil 
 Nil

Radioactive waste (F) 
Nil 
 Nil

Other Hazardous waste. Please

specify, if any. (G) 
Nil 
 Nil

Other Non-hazardous waste generated (H). 
lease specify, if any. (Hard waste of Cotton) 
Nil 
 Nil

(Break-up by composition i.e. by
materials relevant to the sector) 
8494.687 
9004.227

Total (A+B + C + D + E + F + G+ H) 
8494.687 
9004.227

**AMBIKA COTTON MILLS LIMITED**

**Principle 6 :  Businesses should respect and make efforts to protect and restore the environment (Contd...)**

**Please specify unit **

5. 
Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

**31**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations 
(in metric tonnes)

Category of waste

(i) Recycled 
148.80 
Nil

(ii) Re-used 
Nil 
Nil

(iii) Other recovery operations 
Nil 
Nil

Total 
148.80 
– 

For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)

Category of waste 
 

(i) Incineration 
Nil 
Nil

(ii) Land filling 
317.500 
230.133

(iii) Other disposal operations 
8028.387 
8774.094

Total 
8345.887 
9004.227

 
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of

 
the external agency. No

9. 
Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to 

 
reduce usage of hazardous and toxic chemicals  in your products and processes and the practices adopted to manage such wastes

.
 
Response:  There are no hazardous and toxic chemical usage in our product and process. 

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
 
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are 

 
required, please specify details in the following format:

 
Response : Not applicable, there are no operations/offices in/around ecologically sensitive areas.

11.  Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial
 
year:

 
Response : Manufacturing of Cotton yarn would not cause environmental impacts and as such assessment of such impacts would 

** 
not arise. **

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control
 
of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide

 
details of all such non-compliances, in the following format:

**S.No. Specify the law / regulation/ **

**guidelines which was not **

**complied with**

**Provide details of the **

**non-  compliance**

**Any fines / penalties / action **

**taken  by regulatory **

**agencies such as pollution
control boards or by courts**

Yes - the Company is compliant with all applicable laws and regulations

**Correctiveaction taken, if any**

**AMBIKA COTTON MILLS LIMITED**

**Principle 6 :  Businesses should respect and make efforts to protect and restore the environment (Contd...)**

**32**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**Essential Indicators**

1.  a &b . List of affiliations with trade and industry chambers/ associations.

 
Response : The Company is a member of

 
i.  
Indian Chamber of Commerce and Industry,

** 
ii.  The Cotton Textiles Export Promotion Council and**

** 
iii.  Tamilnadu Spinning Mills Association,**

2.  Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on adverse
 
orders from regulatory authorities.

 
Response : The Company has not engaged in any anti-competitive conducts

**Name of Authority 
Brief of the case
 Corrective action taken**

**-Nil-**

**AMBIKA COTTON MILLS LIMITED**

**Principle 7 :  Businesses, when engaging in influencing public and regulatory policy, should do so in a
manner that is responsible and transparent **

**Essential Indicators**

1.  Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year. –

 
Response: Not Applicable

2.  Provide information on project(s) for which ongoing Rehabilitation and Resettlement is being undertaken by your entity, in the
 
following format –

 
Response: Not Applicable

3.  Describe the mechanisms to receive and redress grievances of the community 

 
Response : The Whistle Blower Policy formulated and made available would enable all stakeholders to raise their concerns. Besides the

** 
mechanism established at plant premises provides for proper recording of the grievances and redressal**

4.  Percentage of input material (inputs to total inputs by value) sourced from suppliers : competitive conduct by the entity, based on adverse
 
orders from regulatory authorities.

 
Response : The main input raw material for manufacture of cotton yarn is Raw Cotton. The Plants are located in the State of

** 
Tamil Nadu. Tamil Nadu is not a cotton producing State in adequate quantity or the cotton available is not suitable for manufacture of**

** 
quality parameters of customers meant for exports . Raw cotton is sourced from Gujarat or Imported depending upon orders/production**

** 
specifications. The other material requirements are sourced locally.**

**Principle 8 :  Businesses should promote inclusive growth and equitable development**

**33**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**Essential Indicators**

1.  Describe the mechanisms in place to receive and respond to consumer complaints and feedback. – Customers complaints, if any, are
 
 attended to and are resolved.

 
Response : Customers complaints, if any, are attended to and are resolved. 

2.  Turnover of products and/ services as a percentage of turnover from all products/service that carry information about environmental and
 
social parameters relevant to the product, safe and responsible usage and Recycling and / or safe disposal 

 
Response :  The Company is engaged in manufacturing cotton yarn and knitted fabric made out of Raw Cotton, an agricultural

** 
produce and  prima facie would not involve environmental and social parameters involving safe and responsible usage and **

 
Recycling and / or safe disposal.  
 

3. 
Number of consumer complaints in respect of the following:

FY 2021-22

Particulars
Received
during the 

year

Received
during the 

year

Pending
resolution

at end of year

Pending
resolution

at end of year

Remarks
Remarks

Data privacy

Advertising

Cyber-security

Delivery of essential services

Restrictive Trade Practices

Unfair Trade Practices

Other

FY 2022-23

Nil
Nil

Nil

NA
NA

4. 
Details of instances of product recalls on account of safety issues:

Particulars

Voluntary recalls

Forced recalls

Number
Reasons for recall

5. 
 Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of

 
the policy. 

 
Response :  Though, there is no specific policy formulated in this respect, there are multiple security Standard Operating Procedures

** 
are put in place ensuring no unauthorised access to data and providing cyber security.**

6. 
Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of  essential services; cyber

 
security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on

 
safety of products/services.

 
Response: Nil. None of the aforesaid matters arise or exists There are no such corrective actions taken or underway on issues 

** 
relating to  aadvertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances **

** 
of product recalls; penalty / action taken by regulatory authorities on safety of products/services**

**Place : Coimbatore  
Date  :  10.08.2023**

**By order of the Board**

**Sd/-**

**P.V.Chandran**

**Chairman and Managing Director**

**DIN : 00628479**

**AMBIKA COTTON MILLS LIMITED**

**Principle 9 :  Businesses should engage with and provide value to their consumers in a responsible manner**

**34**

**BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT **

**FORM NO. MR-3**

**SECRETARIAL AUDIT REPORT**

**For The Financial Year Ended 31st March, 2023**

**[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 and Regulation 24A **

**of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]**

To,

The Members,
M/s. Ambika Cotton Mills Limited,
CIN: L17115TZ1988PLC002269,
No.9 A, Valluvar Street,
Sivanandha Colony,
Coimbatore - 641 012.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate 
practices by M/s. Ambika Cotton Mills Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a 
manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my 
opinion thereon.

Based on my verification of the Company’s books, papers, Minutes books, forms and returns filed and other records maintained 
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during 
the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the 
financial year ended on 31st March, 2023complied with the statutory provisions listed hereunder and also that the Company has 
proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made 
hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the 
financial year ended on 31st March, 2023 according to the provisions of:

(i) 
The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed  thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
 
 Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

 
a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

 
b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

 
c. 
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

 
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

 
 
 regarding the Companies Act and dealing with client; and

 
e. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

**AMBIKA COTTON MILLS LIMITED
SECRETARIAL AUDIT REPORT**

**ANNEXURE - V**

**AMBIKA COTTON MILLS LIMITED
SECRETARIAL AUDIT REPORT (Contd...)**

(vi) The Management has identified and confirmed the following laws as specifically applicable to the Company: -

 
1. National Textile Policy, 2000

 
2. The Textiles Committee Act, 1963

 
3. Cotton Control Order, 1986

 
4. Cotton Control (Amendment) Orders, 1987

 
5. Cotton Control (Amendment) Orders, 1994

 
6. Indian Standard Specification for Cotton Bales

 
7. Textiles (Development and Regulation) Order, 2001

 
8. Essential Commodities Act 1955, with reference to "Hank Yarn Packing Notification 2003" (No.2/TDRO/8/2003

 
 
dated 17th April, 2003); and

 
9. The Electricity Act, 2003

I have also examined compliance with the applicable clauses of the following:

 (i) Secretarial Standards with respect to the Board Meetings (SS-1) and General Meetings (SS-2) issued by The Institute
 
of Company Secretaries of India (ICSI);

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE
 
Limited.

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

I further report that, during the year under review, there were no actions/events in pursuance of the following 
Rules/Regulationsrequiredcompliance thereof by the Company:

a. 
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

b. 
The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

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

d. 
The Securities and Exchange Board of India (De-listing of Equity Shares) Regulations, 2021;

e. 
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

f. 
The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

I further report that having regard to the compliance system prevailing in the Company and on the review of quarterly 
compliance reports taken on record by the Board of Directors and on examination of the relevant documents and records in 
pursuance thereof, on test-check basis, the Company has complied with the labour and environmental laws as applicable.

I further report that the compliance by the Company of  applicable financial laws, like direct and indirect tax laws, has not 
been reviewed in this Audit since the same has been subject to review by the statutory financial auditor and other designated 
professionals.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, 
Non-Executive Directors, Independent-Directors and a Woman Director.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent 
generally seven days in advance and a system exists for seeking and obtaining further information and clarifications on 
the agenda items before the meeting and for meaningful participation at the meeting. 

**AMBIKA COTTON MILLS LIMITED
SECRETARIAL AUDIT REPORT (Contd...)**

All decisions at Board meetings and Committee meetings are carried out unanimously as recorded in the Minutes of the 
meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the 
Company to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

Other than the above, there were no instances of

• 
Public/Rights/Preferential issue of shares/debentures/sweat equity.

• 
Redemption/Buy-back of securities.

• 
Major decisions taken by the members pursuant to Section 180 of the Companies Act, 2013.

• 
Merger/Amalgamation/reconstruction etc.

• 
Foreign technical collaborations

**Place: Coimbatore
Date: 10.08.2023**

  
 
 
Sd/

Name of the Practising Company Secretary : Sundararajan Baalaji 
  
FCS No. 
: 5966 

  
CP No. 
:  3514

  
Peer Review Certificate No.  :  774/2020

  
UDIN 
: F005966E000774162

**37**

This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part
 of this report.

**AMBIKA COTTON MILLS LIMITED
SECRETARIAL AUDIT REPORT (Contd...)**

The Members,
M/s. Ambika Cotton Mills Limited,
CIN: L17115TZ1988PLC002269,
No.9 A, Valluvar Street,
Sivanandha Colony,
Coimbatore - 641 012.

My 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 verification was done on test basis to ensure that correct facts are reflected in

  
secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my report.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.  

4. Wherever required, I have obtained the Management’s representations about the compliance of laws, rules and regulations
  
and happenings of events etc.

5. The Compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the
  
responsibility of the management. My examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy 
  
or effectiveness with which the management has conducted the affairs of the Company

**Place: Coimbatore
Date:  10.08.2023**

**ANNEXURE-A**

**SECRETARIAL AUDIT REPORT OF EVEN DATE**

**38**

  
 
 
Sd/

Name of the Practising Company Secretary : Sundararajan Baalaji 
  
FCS No. 
: 5966 

  
CP No. 
:  3514

  
Peer Review Certificate No.  :  774/2020

  
UDIN 
: F005966E000774162

**AMBIKA COTTON MILLS LIMITED
ADDITIONAL DISCLOSURES PURSUANT TO REGULATIONS**

ADDITIONAL DISCLOSURES PURSUANT TO REGULATIONS (34)(3) AND 53(f) OF SEBI (LISTING OBLIGATION AND 
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015) 
A.RELATED PARTY TRANSACTIONS

Key Management Personnel 
 
 
Sri P.V.Chandran 

Relatives of Key Management Personnel 
 
Mrs.Vidya Jyothish Pillai 

  
 
 
 
 
 
 
(Daughter of Sri.P.V.Chandran)

  
 
 
 
 
 
 
Mrs. Bhavya Chandran

  
 
 
 
 
 
 
(Daughter of Sri.P.V.Chandran)

Short term Employee  benefits to 
Sri.P.V.Chandran 
24.00 
1.00 
25.00 
1.99

Mrs.Vidya Jyothish Pillai 
- 
2.00 
2.00 
-

Mrs. Bhavya Chandran 
- 
1.00 
1.00 
-

Nature of Transactions  
Salary
 Director Sitting

 Fees
Total
Balance Payable 
as at 31.03.2023

Notes :

1.  
Remuneration to Sri.P.V.Chandran was approved by the shareholders at the 34th Annual General Meeting held on 

 
29.09.2023 pursuant to Section 197 of the Companies Act ,2013 

2.  
The Sitting fees to Directors are approved by the Board of Directors at their Meeting held on 27.05.2017

**B. MANAGEMENT DISCUSSION AND ANALYSIS **

**1. Industry Structure & Developments **

India’s textiles is made up of Diverse nature coupled with rich cultural heritage. India's textiles sector is one of the oldest 

industries in Indian economy and one of the largest contributors to India's exports. The textile industry has two broad segments. 

First, the unorganised sector consists of handloom, handicrafts and sericulture, which are operated on a small scale and through 

traditional tools and methods. The second is the organised sector consisting of spinning, apparel and garments segment which 

apply modern machinery and techniques such as economies of scale. The Indian textiles industry is extremely varied, with the 

hand-spun and hand woven textiles sectors at one end of the spectrum, while the capital intensive sophisticated mills sector at 

the other end of the spectrum.

The decentralised power looms/ hosiery and knitting sector form the largest component of the textiles sector. The close linkage 

of the textile industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in 

terms of textiles make the Indian textiles sector unique in comparison to the industries of other countries. The Indian textile 

industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and 

across the world. The textiles industry is also labour intensive and employs large number of persons.

The fundamental strength of the textile industry in India is its strong production base of wide range of fibre/yarns from natural 

fibres like cotton, jute, silk and wool to synthetic /man-made fibres like polyester, viscose, nylon and acrylic.

**39**

(Rs in Lakhs)

**AMBIKA COTTON MILLS LIMITED
ADDITIONAL DISCLOSURES PURSUANT TO REGULATIONS**

Our country's connection with the textile sector dates back centuries. Every State in India has some unique textiles to offer. For 

instance, if the hand-painted cotton textile, Kalamkari is native to Andhra Pradesh, Ilkalsarees are Karnataka's indigenous 

textile. While Odisha is home to Sambalpuri fabric, Phulakri's are the pride of Punjab's culture. The vibrant, world-renowned 

Indian textiles have captivated several fabric connoisseurs and are highly valued globally. In human history, the importance of 

textiles cannot be sidelined, as they have changed social scenarios. 

Evidence that inhabitants in the Harappan civilization were deft at spinning and weaving has been uncovered. William Lee 

created the stocking frame, the first hand-operated weft knitting machine, The textile evolution took a stride forward during the 

mediaeval age with  William Lee's creation, the stocking frame. It was the first hand-operated weft knitting machine.

It was in the early nineteenth century that the textile industry started to gain momentum. This era saw the establishment of the 

first textile mill at fort Gloster, Kolkata in 1818 and in 1854 a cotton textile mill in Bombay. In 1861, the textile industry expanded 

its horizons to include Ahmedabad. In the second half of the nineteenth century, the cotton textile industry saw rapid progress.

The real technology-enabled revolution started to unfold in the industrial age. One such machine that was a game changer in the 

textile industry was the water frame, invented by the doyen of the textile segment, Sir Richard Arkwright. This invention 

facilitated faster spinning of cotton yarn. In addition to cotton, Indian silks were exported along the Silk Road in China and later 

on to western nations, making them another significant export of the ancient Indian textile industry. The British Empire 

colonised India for various reasons, but one of the main ones was the country's cheap, high-quality cotton. 

The Indian textile industry has been ever-growing and is immensely influenced by tradition and aesthetics. A great stimulus for 

the Indian textile and cotton industries stemmed from the two world wars and the Swadeshi movement in India. Indian 

handlooms, spinning, and weaving techniques have been celebrated for centuries. Also, it has gradually and steadily created a 

niche for itself in home textile products in domestic and international markets.

During the Swaraj movement, Mahatma Gandhi encouraged people to use a spinning wheel, to make their own cloth. Khadi 

became a symbol of independence and self-sufficiency. As the Swaraj movement gained traction, the British Empire lost its hold 

on the textile industry This remarkable event changed the entire course of our Indian textiles, leading to a complete 

reorganisation of the industry.

**2. Market Size**

 The Indian textile industry is set for strong growth, buoyed by both strong domestic consumption as well as export demand. The 

sector is expected to reach US$ 226 billion by FY 2023. Urbanization is expected to support higher growth due to change in 

fashion and trends. This is amplified by opening of exclusive stores by the leading brands across the country. At present, our 

textile industry is estimated at $16 billion, approximately 6% of the global market. India is among the top 5 apparel and textile 

exporting countries in the world. 

For textile industry, the proposed hike in FDI limit in multi-brand retail will bring in more players, thereby providing more 

options to consumers. It will also bring in greater investments along the entire value chain – from agricultural production to final 

manufacture of goods. With global retail brands assured of a domestic foothold, outsourcing will also rise significantly.  

**AMBIKA COTTON MILLS LIMITED
ADDITIONAL DISCLOSURES PURSUANT TO REGULATIONS  (Contd...)**

**3. Opportunities & Threats**

Cotton yarn accounts for the largest share in total yarn production; India's growing population has been a key driver of textile 
consumption growth in the country. It has been complemented by a young population which is growing and at the same time is 
exposed to changing tastes and fashion. Rising income has been a key determinant of domestic demand for the sector; with 
income rising in the rural economy as well, the upward push on demand from the income side is set to continue.

Complementing this factor is rising female workforce participation in the Country. With consumerism and disposable income 
on the rise, the retail sector is set to experience a rapid growth. The organized apparel segment is expected to grow at a 
compound annual growth rate of more than 13% over a ten year period.   

According to the new draft of the National Textile Policy, the Government is planning to attract foreign investments thereby 
creating employment opportunities to 35 million people. 

Tech-enabled solutions will empower us to become the world's new textile and apparel production hub. Solutions that are 
scalable and also ecologically viable are imperative for the Indian textile industry. Changes in supply chain management, 
innovative fibres, smart farming to amplify natural fibre farming, and recycled yarn productions are some of the aspects that 
will help us build core competencies to become the global leader of the textile industry.

**Embracing 3D technology**

The adoption of 3D technology will make product creation more straightforward than ever. 3D rendering will assist in figuring 
out the ideal fit for costumes.

**Blockchain for effective execution**

Blockchain will have a profound impact on the way the textile industry interacts and executes transactions. Apart from bringing 
transparency to the transactions, blockchain will assist in tracking pertinent data points that will benefit stakeholders in the 
textile supply chain. 

**High-quality fabrics**

While we work towards capturing a major share in the global textile market, means and methods to ensure the production and 
use of premium natural fabrics are vital.

**Optimisation through digitization**

 By bringing accurate data and processes together under one unified platform, the textile supply chain can be digitised thus 
paving the way to produce and craft more products

**4. Product wise Performance**

**    Product wise performance in terms of Production and Sales quantities are given below:**

Cotton Yarn 
183.30 
108.68 
191.85 
124.40

Cotton Yarn for captive consumption(for knitting) 
32.72 
- 
60.60 
-

Cotton  Fabrics (Knitted) 
40.97 
41.37 
72.22 
71.31

Waste Cotton 
79.21 
75.41 
85.71 
85.22

Wind units for captive consumption  
` 
473.01 Lakh units 
 475.42 Lakh units

**Particulars **

**FY 2022-23**

**Qty ( In Lakh Kgs)**

**FY 2021-22**

**Qty ( In Lakh Kgs)**

**Production
Sales
Production
Sales**

**AMBIKA COTTON MILLS LIMITED
ADDITIONAL DISCLOSURES PURSUANT TO REGULATIONS  (Contd...)**

**5. Outlook.**

The Company, on account of manufacturing specialty cotton yarn, continues to have good demand and has created specific 
markets for its products. Further the Company’s wider range of products in its knitting segment has established the newer 
markets in knitting segment. This ensures more sustained profitable operations. The company continues to strengthen its 
production base by modernization and adding balancing equipments and improvising production process. The Company has 
installed windmills for captive requirements and installed EHT line (110 KVA Sub-Station) for smooth flow of quality power. 
New Stenter plant is established for knitting division to heat process the fabrics. The company has initiated installation of Solar 
Power Project over Roof Top of its Plants located at Dindigul in the State of Tamil Nadu for a capacity of 8.334 MW for captive 
consumption. These measures will continue to strengthen and  support the operations of the company

**6. Risks and Concerns **

(i) 
Positive  economic environment 

(ii) Government policies.

(iii) Evacuation of 100% Wind energy generated to State Grid and favorable wind season. 

(iv) Stability in Raw cotton prices 

(v) Logistics of transport of imported raw materials

(vi) Increase in Cost of Interest in the recent periods. 

(vii) Demand Slowdown 

**7. Internal control systems and their adequacy**

**The Company has put in place effective control systems in respect of all its operations and such systems 
are continuously reviewed and upgraded.  **

**8. Discussion on Financial Performance with Respect to Operational Performance      **

**The key financial data are furnished below for the current year as compared to the previous year**

1 
Increase in Net Sales ( Rs. in Lakh) 
-6240 
26455

2 
Increase in Net Sales (%) 
-7.10 
43.03

3 
Increase in Exports ( Rs. in Lakh) 
-2849 
18244

4 
Increase in Exports (%) 
-4.55 
41.08

5 
Operating Profit Margin before Tax(%) 
23.10 
31.23

6 
Operating Profit Margin after Tax (%) 
18.13 
23.94

7 
Cash Profit Margin before Tax (%) 
22.31 
31.09

8 
Cash Profit Margin after Tax (%) 
17.35 
23.80

9 
Net Profit Margin before Tax (%) 
18.66 
27.75

10 
Net Profit Margin after Tax (%) 
13.70 
20.46

**S.
No
Particulars 
CurrenYear**

**2023**

**Previous Year**

**2022**

* Profit Margin calculations are on the basis of Net Sales

**AMBIKA COTTON MILLS LIMITED
ADDITIONAL DISCLOSURES PURSUANT TO REGULATIONS  (Contd...)**

**9.  Material developments in Human resources / Industrial relations   **

The Company places its utmost value on the human resource and contribution from the employees is always fine-tuned towards 
to achieve the overall organization performance by constant education, training and various incentive schemes, which are in 
vogue. The company has cordial industrial relationship and have in total 1884 employees (worked for 12 months) consisting of 
staff and workmen in its roll.  The Company ensures high safety and environmental standards in all its operations at all the units. 
Safety needs are continuously monitored and preventive actions are initiated through departmental safety committees 
consisting of plant staff and workmen.

**10. Cautionary Statement**

Certain Statements in this report on Management Discussion may be forward looking statements and which have been issued as 
required by applicable Securities Laws and Regulations. There are several factors which would be beyond the control of 
Management and as such, may affect the actual results which could be different from that envisaged.

**AMBIKA COTTON MILLS LIMITED
C. CORPORATE GOVERNANCE REPORT**

**1. Brief statement on Company’s philosophy on Code on Governance: **

**The Corporate Governance Policy of the Company is to ensure transparency, accountability and integrity in all its operations 
and in respect of all matters concerned with shareholders, employees, the Government and the financial institutions / banks and 
a consistent effort to broad base and improve upon these aspects on continuous basis. **

**2 . Board of Directors 
(A)  Composition and Category of Directors**

Name of the Director 
Promoter /Executive/ 
No. of outside 
Membership 
Chairmanship

 
Non Executive / 
Directorship 
held in 
held in

 
Independent 
in Public Limited 
Committee 
Committee

 
 
Companies 
of Directors 
of Directors

Sri. P.V. Chandran  
Chairman and 

 
Managing Director 

 
(Promoter & Executive) 
Nil 
Nil 
Nil

Dr. K. Venkatachalam 
Director

 
(Independent -Non Executive ) 
Nil 
Nil 
Nil

Mrs. Bhavya Chandran 
Director (Promoter 

 
Group-Non Executive) 
Nil 
Nil 
Nil

Mrs.Vidya Jyothish Pillai  
Director (Promoter 

 
Group-Non Executive) 
Nil 
Nil 
Nil

Sri E.M. Nagasivam 
Director

 
(Independent -Non Executive ) 
Nil 
Nil 
Nil

Mrs. Vijayalakshmi Narendra 
Director 

  
(Independent – Non Executive) 
1 
4 
Nil

This does not include Membership / Chairmanship of Committee of Directors of Ambika Cotton Mills Limited.

**(B) 
Number  of  Board  Meetings  and  Attendance  Record  of  Directors :**

Number of Board Meetings held during the year 2022- 2023   :   4

** 
S.No. 
Date of Board Meeting 
S.No. 
Date of Board Meeting**

 
1 
28.05.2022 
2 
10.08.2022

 
3 
09.11.2022 
4 
09.02.2023

**( C) Attendance  Record  of  Directors :**

 S.No 
Name of the Director 
Number of 
Number of 
Whether attended last

 
 
 
Meetings held 
Meetings 
AGM held on

th
 
 
 
 
attended 
29  September, 2022

 
1 
Sri. P.V. Chandran, Chairman and Managing Director 
4 
4 
Yes

 
2 
Dr.K.Venkatachalam, Director  
4 
4 
Yes

 
3 
Mrs. Bhavya Chandran, Director  
4 
4 
Yes

 
4 
Mrs.Vidya Jyothish Pillai, Director 
4 
4 
Yes

 
5 
Sri. E.M. Nagasivam, Director 
4 
4 
Yes

 
6 
Mrs. Vijayalakshmi Narendra, Director 
4 
4 
Yes

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

**(D) Disclosure of Directors inter- se Relationships**

The Directors Mrs.Bhavya Chandran and Mrs. Vidya Jyothish Pillai are daughters of Sri.P.V.Chandran Chairman and 
Managing Director of the Company.

**(E)  Shares of the company held by Non-Executive Directors: Nil**

(F)  Weblink of Familiarization Programmes imparted to independent Directors.
  
http://www.acmills.in/2015/03/familiarization-program/

(G)  Core skills, expertise and competencies identified in the context of the Business of the company to function
 
effectively

 
The core skills required in the context of the business of the company are varied in nature, as envisaged by the

 
company, are as under

**Core Skills**

Business Competency 
 
Product innovation, Constant and continued upgradation and absorption of new

 
 
 
 
technologies, Penetration of new markets,Offering new products, Business practices

 
 
 
 
ensuring long term relationships with suppliers and customers and Generating

 
 
 
 
confidence goodwill and dependability amongst all stakeholders.

Financial leverages 
 
Acceptable Financial leverages.

Government laws  
 
Compliance with Government laws and regulations.

and regulations

Plant practices 
 
Plant protection & safety measures, Development of human resources skills in 

and Human Resources 
 
production process, Quality work practices and safety measures and Identifying

 
 
 
 
cost reduction measures such as generation of clean power for captive consumption.

In the opinion of the Board, that it consists of Directors who have skill, knowledge and long experience in respect of the aforesaid 
skill sets required by the company in the context of its business and sector for it to function effectively. 

The Board of Directors are of the opinion that  the independent directors fulfil the conditions specified in SEBI (Listing 
Obligations and Disclosure Requirements) Regulations, 2015.

**3. Audit Committee: **

The role and terms of reference of the Audit Committee cover the matters specified for Audit Committees under Regulation 18 of 
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 177 of the Companies Act, 2013.

The Composition of the Audit Committee consists of Directors, Dr.K.Venkatachalam, Sri.E.M.Nagasivam,
 Mrs.Vidya Jyothish Pillai and Mrs. Vijayalaksmi Narendra

During the year, the Audit Committee held its meetings on 28.05.2022, 10.08.2022, 09.11.2022 and 09.02.2023.

Members' attendances at the meetings were as follows.

Name of the Directors
Category
No. of  Meetings attended

during the year 2022-23

Dr.K.Venkatachalam 
Independent Non Executive -Chairperson 
4 

Mrs. Vidya Jyothish Pillai 
Non-Executive Director-Promoter Group- Member 
4

Sri. E.M.Nagasivam 
Independent /  Non Executive - Member 
4

Mrs. Vijayalakshmi Narendra  
Independent / Non Executive - Member 
4

**4. Nomination & Remuneration Committee**

**Brief description of Terms of reference:**

**a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and to
 recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
 employees; **

**b. Formulation of criteria for evaluation of Independent Directors and the Board; **

**c. Devising a policy on Board diversity;**

**d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance 
with the criteria laid down, and recommend to the Board their appointment and removal.**

**The Committee consist of Directors, Chaired by, Dr.K.Venkatachalam, Sri.E.M.Nagasivam and Mrs. Bhavya Chandran.**

**During the year, the Nomination & Remuneration Committee held its meetings on 10.08.2022 and 09.02.2023  **

**Members' attendances at the meetings were as follows**

Name of the Directors
Name of the Directors
Category
No. of  Meetings attended during the 

year 2022-23

Dr..K.Venkatachalam 
Independent / Non Executive  - Chairperson 
2 

Sri. E.M.Nagasivam    
Independent / Non Executive - Member 
2 

Mrs. Bhavya Chandran 
Non-Executive Director-Promoter Group - Member 
2

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

**5. Performance Evaluation Criteria For Independent Directors: **

**The main attribute to be 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.**

**6. Remuneration of Directors
(a) Non executive Directors **

S.No. 
Name of the Director 
 
Sitting Fees (Rs.)

 
1 
Mrs.Vidya Jyothish Pillai 
 
200000

 
2 
Mrs.Bhavya Chandran 
 
100000

 
 
Total 
 
300000

**(b) Independent Directors**

S.No. 
Name of the Director 
Sitting Fees (Rs.) 
Professional Charges  (Rs.)
Total (Rs.)

1. 
 
Dr.K. Venkatachalam 
 
2,00,000 
2,00,000 
4,00,000

2. 
 
.Sri.E.M. Nagasivam 
 
2,00,000 
-- 
2,00,000

3. 
 
Mrs.Vijayalakshmi Narendra   
2,00,000 
– 
2,00,000

**( c) Chairman and Managing Director **

Name of the Director 
Sitting Fees (Rs.) 
Total (Rs.)

Sri. P.V. Chandran 
 
24,00,000 
1,00,000 
25,00,000 
 

Salary (Rs) 

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

**7.  Stakeholders Relationship Committee **

 
i.  a. The Committee consists of Directors Dr.K.Venkatachalam, Mrs. Vidya Jyothish Pillai and Mrs .Bhavya Chandran. 

 
 
b. Number of shareholders Complaints received during the year:  Nil

 
 
c. Number of not solved to the satisfaction of the shareholders during the year: NA

 
 
d. Number of pending complaints : NA

 
 
e. Name & Designation of Compliance Officer : Sri. Radheyshyam Padia, Compliance Officer

 
ii.  The Committee held its meetings 19.01.2023 and 16.02.2023 and attendance of the members were as follows:

** Name of the Directors  
Category 
No. of  Meetings attended**

**  
 
during the year 2022-23**

 Dr.K.Venkatachalam 
Independent / Non Executive- - Chairperson 
2

 Mrs. Vidya Jyothish Pillai  
Non-Executive Director-Promoter Group - Member 
2

 Mrs.Bhavya Chandran 
Non-Executive Director-Promoter Group - Member 
2

**9. 
General  Body  Meetings:**

(i) Location, Date  and time of the  General Meetings held during the last three years.

 Year 
                                               Location 
Date 
Time

 2020 
Through Video Conferencing (Deemed Venue: Registered Office of the Company) 
29.09.2020 
12 Noon

 2021 
Through Video Conferencing : (Deemed Venue: Registered Office of the Company) 
29.09.2021 
12 Noon

 2022 
Through Video Conferencing : (Deemed Venue: Registered Office of the Company) 
29.09.2022 
12 Noon

(iii)  No special resolution was put through by Postal Ballot during FY 2022-23 and is proposed to be conducted through 
  
postal ballot 

**10.   Means of Communication:**

 
Publications of Financial Results are generally made in dailies Financial Express and Dinamani and further are made

 
 available  in the company's website www.acmills.in

**8.  Risk Management Committee **

 
The Committee consists of Directors Sri. P.V.Chandran, Dr.K.Venkatachalam and Mrs. Vidya Jyothish Pillai. 

 
The Committee held its meetings on 28.05.2022, 10.08.2022,09.11.2022 and 09.02.2023 and attendance of the members 

 
were as  follows:

** Name of the Directors  
Category 
No. of  Meetings attended**

**  
 
during the year 2022-23**

  Sri. P.V.Chandran 
Chairman and Managing Director - Chairperson 
4

 Dr.K.Venkatachalam 
Independent Director / Non -Executive - Member 
4

 Mrs. Vidya Jyothish Pillai  
Non-Executive Director - Promoter Group - Member 
4

(ii) Special resolutions passed in previous three Annual General Meeting  

 Year 
 
Special Resolution for

2020 
 
Nil

2021 
 
Appointment of Mrs. Vijayalakshmi Narendra (DIN: 00412374) Woman Independent Director 

2022 
 
Re appointment of Sri. P.V.Chandran  (DIN: 00628479) as Chairman and Managing Director

  
 
 
Re appointment of Sri. E.M.Nagasivam (DIN:07894618) as an Independent Director

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

** 
Annual General Meeting (AGM) 
Friday 29th September 2023 at 12.00 Noon  **

** 
Date and Time  **

** 
Venue 
Annual General Meeting (AGM) to be conducted through Video Conferencing**

** 
 
(VC)/Other Audio Visual Means (OAVM), pursuantto MCA Circular dated 5th**

** 
 
May, 2020 readwith circulars dated 8th April, 2020 and 13th April, 2020**

** 
 
(collectively referred to as “MCACirculars”), without the physical presence**

** 
 
of Members at a common venue. The deemedvenue for the AGM shall be the**

** 
 
Registered Office of the Company**

** 
Financial year 
2022-23**

** 
Dividend Payment Date 
Within 30 days from the date of AGM**

** 
Results for Quarter ending  
June 30, 2023 
2nd Week  of August, 2023**

** 
 
September 30, 2023 
2ndWeek of November, 2023**

** 
 
December 31, 2023 
2nd Week of February, 2024**

** 
 
March 31, 2024 
Last week of May 2024 (Audited).**

** 
 
AGM 
 
September 2024**

** 
Listing on Stock Exchanges 
Listed in National Stock Exchange, Bombay Stock Exchange, Annual Listing Fee**

** 
 
has been paid to the Stock Exchanges. **

** 
Stock Code 
531978 (BSE), AMBIKCO (NSE)**

** 
Date of Book Closure  
23.09.2023 to 29.09.2023 (Both days inclusive) **

** 
Demat ISIN Number in NSDL  **

** 
& CDSL for Equity Shares 
ISIN Number: INE540G01014.**

**Stock  Market  Data :**

**Month**

**The Stock Exchange**

**Mumbai (BSE) **

**National Stock Exchange**

**Mumbai (NSE)**

**High 
High 
Low
Low**

 
April-22, 
2,544.00 
2,156.00 
2,548.85 
2,151.00

 
May-22 
2,258.20 
1,720.00 
2,264.00 
1,720.00

 
Jun-22 
1,953.55 
1,324.45 
1,950.00 
1,325.00

 
July-22 
1,772.75 
1,504.00 
1,777.00 
1,509.95

 
August-22 
1,870.80 
1,628.20 
1,870.00 
1,650.00

 
September-22 
1,885.45 
1,565.50 
1,888.00 
1,582.00

 
October-22 
1,727.00 
1,548.00 
1,729.40 
1,549.90

 
November-22 
1,679.55 
1,458.00 
1,669.00 
1,471.05

 
December-22 
1,645.50 
1,366.20 
1,637.95 
1,365.55

 
January-23 
1,604.05 
1,500.00 
1,611.85 
1,499.70

 
February-23 
1,578.15 
1,371.75 
1,586.55 
1,390.05

 
March-23 
1,495.00 
1,310.50 
1,494.90 
1,314.20

**11.  General Information to Shareholders: **

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

** Registrar & Share 
SKDC Consultants Ltd., **

**  Transfer Agents  
“Surya”, 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road,**

**  
Coimbatore -641028**

** Share Transfer System 
Presently, the share transfers which are received in physical form are processed and the Share**

**  
Certificates returned within a period of 7 days from the date of receipt, subject to the documents**

**  
being valid and complete in all respects.  The Board of Directors of the Company have delegated**

**  
powers of approving transfer of securities to the Company’s Registrars and Transfer Agents**

**  
subject to placing of summary statement of transfer/ transmission of securities etc. of the**

**  
Company at meetings of the Stakeholders Relationship Committee. The Company has obtained**

**  
and filed with the Stock Exchange(s) the half yearly certificates from a Company Secretary in**

**  
practice for due compliance with the share transfer formalities as required under  Regulation**

**  
40(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) .**

**Pattern of Share Holding as on 31.03.2023**

 
S. No. 
Category 
No. of Shares 
% of  Share holding

 
1 
Promoters 
2872350 
50.172

 
2 
Banks, Financial Institutions, Mutual Funds 
50  
0.001

 
3 
Alternate Investment Funds 
4900 
0.086

 
4 
Foreign Portfolio investments – Corporate 
                 175347 
3.063

 
5 
Corporate Bodies 
286163 
4.998

 
6 
Public 
 
 

 
 
1. Individuals (holding nominal share capital upto Rs.2.00 Lakh) 
1960600 
34.246

 
 
2. Individuals (Holding nominal share capital in excess of  Rs.2.00 Lakh) 
134352 
2.347

 
7 
Any other  
 
 

 
 
a.  Directors and their relatives 
100 
0.002

 
 
b. LLP 
5073 
0.089

 
 
c. Trusts 
5 
0.000

 
 
d. Nonresident Indians 
171418 
2.994

 
 
e.  Clearing Members 
986 
0.017

 
 
f.  Hindu Undivided Families 
61546 
1.075

 
 
g. IEPF 
12361 
0.216

 
 
h. Key Managerial Personnel 
39749 
0.694

 
 
Total 
5725000 
100.000 

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

No. of Shares
% to total number

 of shares   
No. of Shareholders 
% to total number 

of Shareholders     
Range (No. of Shares)

**Distribution of Share Holding as on 31.03.2023**

 
0001 - 0500 
1150746 
20.10 
27576 
97.2836

 
0501 - 1000 
301454 
5.27 
416 
1.4676

 
1001 - 2000 
268797 
4.70 
182 
0.6421

 
2001 - 3000 
148512 
2.59 
59 
0.2081

 
3001 - 4000 
127135 
2.22 
37 
0.1305

 
4001 - 5000 
103129 
1.80 
23 
0.0811

 
5001 - 10000 
199391 
3.48 
29 
0.1023

 
10001 and above 
3425836 
59.84 
24 
0.0847

 
Total 
5725000 
100.00 
28346 
100.0000

Dematerialization of 
99.48% of the Company’s paid-up Equity Share Capital has been dematerialized up to March 31,  

Shares 
 2023. Trading in Equity shares of the Company is permitted only in dematerialized segment as

 
 
per notification issued by the Securities & Exchange Board of India (SEBI). 

Liquidity  
The Shares are actively traded in Bombay Stock Exchange  Limited (BSE)  & National Stock

 
 
Exchange of India Limited ( NSE) 

Outstanding GDR/ 
Warrants / Convertible 
Instruments 
NIL

 Foreign exchange risk 
Foreign exchange risks are mitigated through forward exchange contracts besides natural 

 and hedging activities 
 hedge of exports against imports. 

Plant Locations  
 The Company has Five Units and its locations are given below: 

 
 
Unit-I–Natham Main Road, Kanniyapuram, Dindigul–624 308

 
 
Unit – II – Kanniyapuram – Ellaipatty Road, Kanniyapuram, Dindigul – 624 308

 
 
Unit – III – Kanniyapuram – Ellaipatty Road, Kanniyapuram, Dindigul – 624 308. 

 
 
(Adjacent to Unit - II). 

 
 
Unit – IV – Kanniyapuram – Ellaipatty Road, Kanniyapuram, Dindigul – 624 308 

 
 
(Adjacent to Unit - III)

 
 
Knitting Division – Kanniyapuram – Ellaipatty Road, Kanniyapuram, Dindigul – 624 308

 
 
 (Adjacent to Unit - IV)

Investor Correspondence/ Query Information :

For Transfer Shares  
SKDC Consultants Ltd., 

 
 
“Surya”, 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, 

 
 
Coimbatore -641028

Any other matter  
Regd.Office: 9-A, Valluvar Street, Sivanandha Colony, Coimbatore –  641 012

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

12.  Other Disclosures
 
i.  
There are no materially significant related party transactions that have potential conflict with the company.

 
ii. 
No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory

 
 
authority on any matter related to capital markets during the last three years.

 
iii. The Company has established a vigil mechanism / whistle blower policy for directors and employees and the

 
 
same has been disclosed on the website of the Company and no personnel has been denied access to the audit

 
 
committee. 

 
iv.  The Company has duly complied with mandatory and adopted nonmandatory requirements. 

 
v.  There are no material subsidiary Companies.

 
vi.  The policy on dealing with related party transactions is disclosed in weblink

 
 
:http://www.acmills.in/2016/04/related-party-transactions-policy

 
vii.  Raw cotton, the main input raw material, is subject to commodity price risks but there are no commodity hedging

 
 
 activities.

 
viii. The Company has not raised any funds through preferential allotment or qualified institutional placement as

 
 
specified under Regulation 32 (7A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 

 
ix.  Certificate from Company Secretary in Practice that none of the Directors on the Board of the Company have been

 
 
debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and

 
 
Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority has been obtained and is

 
 
annexed to this report.

 
x.  During the year under review, the recommendations made by the different Committees have been accepted and

 
 
 there were no instances where the Board of Directors had not accepted any recommendation of the Committees.

 
xi.  The Company has paid a sum of Rs. 6,00,000/- as fees for audit to the Statutory Auditors and there are no other

 
 
entities in the network firm /network entity. 

 
 xii.  As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

 
 
Act, 2013, the Company has constituted an Internal Complaints Committee. During the year 2022-23, no complaint

 
 
was received by the Committee. As such, there are no complaints pending as at the end of the financial year. 

 
xiii. There are no loans and advances in the nature of loans extended by the company and therefore furnishing of 

 
 
details of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested”, are

 
 
not applicable.  

 
xiv.  There are no subsidiaries and hence furnishing of details of material subsidiaries including the date and place of 

 
 
incorporation and the name and date of appointment of the statutory auditors of such subsidiaries does not arise. 

 
xv.  Demat Accounts are opened in the name of “ Ambika Cotton Mills Limited – Unclaimed Suspense Account” and “

 
 
 Suspense Escrow Demat Account” in compliance with SEBI Regulations and Circular. 

13.  All the requirements of corporate governance report of sub paragraphs (2) to (10) Para C of Schedule V of (Listing
 
Obligations and Disclosure Requirements) Regulations, 2015 has been duly complied with. 

14.  The Company has adopted the following discretionary requirements as prescribed in Part E of Schedule –II  of the
 
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

 
a.  
The auditors’ report on statutory financial statements of the Company are unmodified

 
b. 
The internal auditor directly report to the audit committee.

15.  The Company is fully compliant with the Corporate Governance requirements as specified by Regulation 17 to 27 and
 
clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements)

 
Regulations, 2015.

**D.  DECLARATION REGARDING COMPLIANCE BY BOARD OF DIRECTORS AND SENIOR MANAGEMENT 
 
PERSONNEL AFFIRMING COMPLIANCE  WITH COMPANY’S CODE OF CONDUCT.**

      This is to confirm that the Company has adopted a Code of Conduct for its Board and Staff of the Company and a

 declaration to the effect that the same have been complied with has been received from them in respect of the Financial
 Year Ended 31.03.2023.

 
By order of the Board

Sd/-

**(P.V.CHANDRAN)**

Chairman and Managing Director

(DIN : 00628479)

Place :   Coimbatore

Date  : 10.08.2023
51

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

**E. AUDITOR’S CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE 
GOVERNANCE  **

**To the Members of Ambika Cotton Mills Limited, Coimbatore. **

We have examined the compliance of conditions of Corporate Governance by Ambika Cotton Mills Limited (“the Company”) 
for the year ended March 31, 2023, as per the relevant provisions of the Securities and Exchange Board of India (Listing 
Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) as referred to in Regulation 15(2) of the 
Listing Regulations. 

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to 
procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the 
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

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 the above mentioned Listing 
Regulations.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness 
with which the management has conducted the affairs of the Company.

Place :  Coimbatore
Date  : 26.05.2023

**52**

**For S. Krishnamoorthy & Co**

Chartered Accountants

 Regn No. 001496S

B. Krishnamoorthi
Partner, Auditors

Membership No. 020439

(UDIN: 23020439BGUGWG5823)

Sd/-

**AMBIKA COTTON MILLS LIMITED**

**CORPORATE GOVERNANCE REPORT (Contd...)**

**F. ANNUAL CONFIRMATION PURSUANT TO REGULATION 17(8) OF SEBI (LISTING
 
  OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)**

To
The Board of Directors
Ambika Cotton Mills Limited 
Coimbatore

Dear Sirs,
We hereby certify that:

We have reviewed the financial statement read with the cash flow statement of the Company for the year ended March 31, 2023 
and that to the best of our knowledge and belief, we state that:

 
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 the Company's affairs and are in compliance with existing

 
 
accounting standards, applicable laws and regulations.

 
b) There are, to the best to our knowledge and belief, no transactions entered into by the Company during the year ended

 
 
 March 31, 2023 which are fraudulent, illegal or in violation of the Company's Code of Conduct.

 
c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated

 
 
the effectiveness of internal control systems pertaining to financial reporting of the Company and there were no

 
 
 deficiencies in the design or operation of internal controls.

 
d) We have indicated to the auditors and the Audit Committee:

 
 
i) There are no significant changes in internal control over financial reporting during the year ended March 31, 2023.

 
 
ii) There are no significant changes in accounting policies made during the year ended March 31, 2023 and 

 
 
iii) There have been no instances of significant fraud of which we have become aware. 

Sd/-

**P.V. Chandran**

Chairman and Managing Director

(DIN : 00628479)

Sd/-

**M. Vijayakumar**

Chief Financial Officer

Place : Coimbatore
Date  : 10.08.2023

**G. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS BY A  COMPANY  SECRETARY 
 
IN PRACTICE**

** 
(Pursuant to Regulation 34(3) and Schedule V Para-C clause (10)(i) of the SEBI (ListingObligations and**

** 
Disclosure Requirements) Regulations, 2015)**

**AMBIKA COTTON MILLS LIMITED**

To
The Members of
M/s. AMBIKA COTTON MILLS LIMITED
CIN: L17115TZ1988PLC002269,
No.9-A Valluvar Street,Sivanandha Colony,
Coimbatore – 641 012.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s. AMBIKA 
COTTON MILLS LIMITEDhaving CIN: L17115TZ1988PLC002269having registered office at No.9-A, Valluvar Street, 
Sivanandha Colony, Coimbatore – 641 012 (hereinafter referred to as “the Company”), produced before me by the Company for 
the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub-clause10(i) of the 
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number 
(DIN) Status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its 
officers.  I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 
31st March, 2023 has been debarred or disqualified from being appointed or continuing as Director of Companies by the 
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

S.No.
Name of the Director
DIN
Date of appointment in Company

 1. 
00628479 
Mr. PuthanVeedu Chandran 
06/10/1988

 2. 
01062171 
Mr. Karuppaiah Venkatachalam 
31/07/2002

 3. 
05215930 
Mrs. Vidya Jyothish Pillai 
14/02/2012

 4. 
02080649 
Mrs. Bhavya Chandran 
30/01/2008

 5. 
07894618 
Mr. EgambaramMadhavanNagasivam 
12/08/2017

 6. 
00412374 
Mrs. Vijayalakshmi Narendra 
11/08/2021

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management 
of the Company.  My responsibility is to express an opinion on these based on my verification.  This Certificate is neither an 
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has 
conducted the affairs of the Company.

Place : Coimbatore
Date  : 10.08.2023

**CORPORATE GOVERNANCE REPORT (Contd...)**

54

  
 
 
Sd/

Name of the Practising Company Secretary : Sundararajan Baalaji 
  
FCS No. 
: 5966 

  
CP No. 
:  3514

  
Peer Review Certificate No.  :  774/2020

  
UDIN 
: F005966E000774184

**INDEPENDENT AUDITORS' REPORT
AMBIKA COTTON MILLS LIMITED**

**To the Members of Ambika Cotton Mills Limited
 
Report on the Financial Statements**

**Opinion**

We have audited the Financial Statements of Ambika Cotton Mills Limited(“the Company”), which comprise the 

Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the 

Statement of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the financial 

statements, including a summary of significant accounting policies and other explanatory information. 

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 

Financial Statements give the information required by the Companies Act,2013 (“the Act”)  in the manner so 

required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under 

section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) 

and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 

2023, the Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that 

date.

**Basis for Opinion**

 We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the 

Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit 

of the Financial Statements section of our report. We are independent of the Company in accordance with the Code 

of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are 

relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we 

have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We 

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

**Key Audit Matters**

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 

financial statements of the current period. These matters were addressed in the context of our audit of the financial 

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these 

matters

55

**INDEPENDENT AUDITORS' REPORT
AMBIKA COTTON MILLS LIMITED**

**Information Other than the Financial Statements and Auditor’s Report There on **

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises 

the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, 

Business Responsibility and Sustainability Report, Corporate Governance and Shareholder’s Information, but does not include 

the Financial Statements and our auditor’s report thereon. 

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance 

conclusion thereon.

 In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, 

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 

audit or otherwise appears to be materially misstated.

 If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are 

required to report that fact. We have nothing to report in this regard.

**Responsibilities of Management and Those Charged with Governance for the Financial Statements **

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation 

of these Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive 

income changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles 

generally accepted in India. This responsibility also 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; and design, implementation and maintenance of adequate internal financial controls, that were operating 

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation 

of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

 In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going 

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless 

management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process. 

**Key Audit Matter
How our audit addressed the key audit matter**

The Company has uncertain tax positions on 

matters under dispute which involve significant 

judgment to determine the possible outcome of 

these disputes.

Refer Note 30.1 to the Financial statements.

**Evaluation of open tax litigations (Direct and Indirect tax)**

• Obtained details of completed tax assessments and demands
 
as on March 31,2023 from the management.

• Obtained an understanding of key uncertain tax positions.

• Discussed with appropriate senior management and assessed
 
management’s estimate of the possible outcome of the

 
disputed cases.  

**INDEPENDENT AUDITORS' REPORT
AMBIKA COTTON MILLS LIMITED**

**Auditor's Responsibilities for the Audit of the Financial Statements **

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material 

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is 

a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material 

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in 

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial 

statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout 

the audit. We also:

•  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and

 
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a 

 
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

 
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

 
control. 

•  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in

 
the circumstances. Under section 143(3)(i) of the  Act, we are also responsible for expressing our opinion on whether the

 
company has adequate internal financial controls system in place and the operating effectiveness of such controls.

•  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

 
disclosures made by management.

•  Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit

 
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on

 
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to

 
draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are

 
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s

 
report. However, future events or conditions may cause the Company to cease to continue as a going concern. 

• 
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether

 
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 

 
Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate makes it

 
probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We

 
 consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the

 
 results of our work; and  (ii) to evaluate the effect of any identified misstatements in the financial statements.

 
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

 
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our

 
audit. 

**INDEPENDENT AUDITORS' REPORT
AMBIKA COTTON MILLS LIMITED**

 
We also provide those charged with governance with a statement that we have complied with relevant ethical

 
requirements regarding independence, and to communicate with them all relationships and other matters that may

 
reasonably be thought to bear on our independence, and where applicable, related safeguards. 

 
From the matters communicated with those charged with governance, we determine those matters that were of most

 
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We

 
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or

 
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the

 
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such

 
communication.

**Report on Other Legal and Regulatory Requirements**

1. 
As required by Section 143(3) of the Act, we report that: 

 
 
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

 
 necessary for the purposes of our audit. 

 
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

 
 examination of those books.

 
 
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in

 
 Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

 
(d)  In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section133 of the Act, read

 
 with Rule 7 of the Companies (Accounts) Rules, 2014. 

 
(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the

 
Board of Directors, none of the directors is disqualified as on 31st March, 2023 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 the Company and the operating

 
 effectiveness of such controls, refer to our separate Report in Annexure“ A”.Our report expresses an unmodified opinion

 
 on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

 
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section

 
 197(16) of the Act, as amended:

 
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by

 
the Company to its directors during the year is in accordance with the provisions of section 197 of the Act and is within the

 
 limit specified under the said section.

 

(h)  With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies

 
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given

 
 to us:

 
i.  The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer

 
 Note. 30.1 to the financial statements;

 
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material

 
 foreseeable losses. 

 
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection

 
Fund by the Company.

 
iv. a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either

 
individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium

 
or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity

 
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,

 
whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on

 
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate

 
Beneficiaries.

 
b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either

 
individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity

 
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,

 
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the

 
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate

 
Beneficiaries;

 
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has

 
come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as

 
provided under (a) and (b) above, contain any material misstatement.

2.  
As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central   Government of India in

 
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “B” a statement on the matters

 
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

**INDEPENDENT AUDITORS' REPORT
AMBIKA COTTON MILLS LIMITED**

Place : Coimbatore  
Date  : 26.05.2023

**59**

**For S. Krishnamoorthy & Co  **

Chartered Accountants

Regn No. 001496S

B. Krishnamoorthi
Partner, Auditors

Membership No. 020439

(UDIN: 23020439BGUGWF6806)

Sd/-

**Report on the Internal Financial Controls Over Financial Reporting 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 Ambika Cotton Mills Limited (“the Company”) as of 

March 31, 2023 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

**Management’s Responsibility for Internal Financial Controls**

The Board of Directors of the Company is responsible for establishing and maintaining Internal financial controls based on the 

internal control over financial reporting criteria established by 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. These responsibilities include the design, implementation and maintenance of adequate 

internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including 

adherence to respective 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 required 

under the Companies Act, 2013

**Auditor’s Responsibility**

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing 

prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to 

obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established 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 system 

over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting 

included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material 

weakness exists, and testing and evaluating 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 fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the 

internal financial controls system over financial reporting of the Company.

**ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT
AMBIKA COTTON MILLS LIMITED**

(Referred to in Paragraph 1(f) of Report on Other Legal and Regulatory Requirements)

**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 financial statements for external purposes in accordance with 

generally accepted accounting principles.

 A company’s internal financial control over financial reporting includes those policies and procedures that

 
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and  

 
 
 dispositions of the assets of the company;

 
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

 
 
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the

 
 
company are being made 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

 
 
disposition of the company’s assets that could have a material effect on the financial statements.

**Inherent Limitations of Internal Financial Controls over Financial Reporting**

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or 

improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, 

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk 

that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the 

degree of compliance with the policies or procedures may deteriorate

**Opinion**

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material 

respects, an adequate internal financial controls system over financial reporting and such internal financial controls over 

financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria 

established by 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.

**ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT
AMBIKA COTTON MILLS LIMITED**

Place : Coimbatore  
Date  : 26.05.2023

**61**

**For S. Krishnamoorthy & Co  **

Chartered Accountants

Regn No. 001496S

B. Krishnamoorthi
Partner, Auditors

Membership No. 020439

(UDIN: 23020439BGUGWF6806)

Sd/-

According to the information and explanations sought by us and given by the Company and the books and records examined by 

us during the course of our Audit and to the best of our knowledge and belief we report the following:

(i) 
In respect of the Company's Property, Plant and Equipment and Intangible Assets: 

 
 
(a)  The Company has maintained proper records showing full particulars, including quantitative details and situation of

 
 
Property, Plant and Equipment.

 
 
(b) The Property, Plant and Equipment have been physically verified in a phased periodical manner, by the management,

 
 
which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material

 
 
discrepancies have been noticed on such physical verification.

 
(c) The title deeds of all the immovable properties of land and building which are freehold are held in the name of the

 
 
company as at the Balance Sheet date. 

 
(d) The company has not Revalued any of the Property, Plant and Equipment during the Year.

 
(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for

 
 
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules

 
 
made thereunder.

(ii) 
(a) The physical verification of inventory has been conducted by the management at reasonable intervals. The Company

 
 
has maintained proper record of inventory and no material discrepancies were noticed on the physical verification of  

 
 
inventories as compared to the book records.

 
 
(b) The Company has been sanctioned working capital limits in excess of Rs.5 Crores during the year from banks on

 
 
the basis of security of current assets. The quarterly returns filed by the company with banks are in agreement

 
 
with the books of account of the company.

(iii) The Company has not made Investment in, provided any guarantee or security or granted any loans or advances in the

 
nature of loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the

 
register maintained under section 189 of the Act.

(iv) The Company has not advanced any loans to its directors or any other person in whom the directors are interested or made

 
any investments or given any guarantee or provided any security in connection with any loan taken by the directors or

 
such other person as contemplated under section 185 of the Act. 

(v) 
The Company has not accepted any deposits from the public. 

(vi) The Central Government has prescribed the maintenance of cost records under section 148(1) of the Act. We have broadly

 
reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed

 
accounts and records have been made and maintained. We have not, however carried out a detailed examination of the

 
cost records with a view to determine whether they are accurate or complete

**ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT
AMBIKA COTTON MILLS LIMITED**

(Referred to in Paragraph 2 of Report on Other Legal and Regulatory Requirements)

(vii) (a)  The Company is regular in depositing undisputed statutory dues including provident fund, ESI ,Income-tax, goods

 
 
and service tax, duty of customs, cess and other material statutory dues with the appropriate authorities. There are

 
 
 no  undisputed arrears of statutory dues which were outstanding as at 31 March 2023 for a period of more than 

 
 
six months  from the date they became payable. 

 
 
(b) The details of disputed statutory dues which have not been deposited by the Company  are as given below:

**ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT
AMBIKA COTTON MILLS LIMITED**

**Name of the**

** Statute**

**Nature 
of Dues**

**Amount **

**(Rs. in Lakhs)**

 Customs Act, 
Customs Duty 
410.01 
Demand Raised  
Madurai Bench of Madras High Court remitted  

 1962 
  
 
 in FY 2008-2009 
the matter to the adjudicating authority for de

  
 
 
 
 novo proceedings 

 GST  
GST 
72.32 
FY 2017-18 
Deputy Commissioner (ST)GST Appeal, Madurai

 GST  
GST 
19.07 
FY 2018-19 
Deputy Commissioner (ST)GST Appeal, Madurai 

 GST  
GST 
48.05 
FY 2019-20 
Deputy Commissioner (ST)GST Appeal, Madurai 

**Forum where dispute**

** is pending**

**Period to which **

**the amount relates**

(viii) In our opinion, there are no transactions that are not recorded in the books of account, have been surrendered or

 
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

(ix) (a) The company has not taken any loans or other borrowings from any lender other than Banks. Company has not

 
issued any debentures.

 
(b)  The company has not been declared a willful defaulter by any bank or financial institution or other lender.

 
(c) The company has not availed any term loans during the year. 

 
(d)  The company has not raised any funds on short term basis. 

 
(e)  The company has no investments in subsidiaries, joint ventures and associate companies.

(x) 
(a) The Company did not raise any money by way of initial public offer or further public offer (including debt

 
 
instruments) during the year.

 
(b) The company has not made a Preferential Allotment or Private Placement of shares or convertiable Debentures

 
 
during the year. 

(xi)  (a) According to the information and explanations given to us, no fraud by the Company or on the Company by its

 
 
officers or employees has been noticed or reported during the course of our audit. 

 
(b)  No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed

 
 
under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and  
 

 
 
upto the date of this report. 

 
 (c)  The Company has not received any Whistle-Blower complaints during the year. 

(xii) The Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion the transactions with the related parties are in compliance with sections 177 and 188 of the Act and

 
details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable

 
accounting standards.

(xiv) (a)  The company has an internal audit system commensurate with the size and nature of its business.

 
(b)  We have considered the reports of the Internal Auditors for the period under audit, to the extent the same has a

 
 
bearing on the Financial Statements.

Place : Coimbatore  
Date  :  26.05.2023

(xv) The company has not entered into non-cash transactions with directors or persons connected with them. 

(xvi) (a) The company is not required to be registered under section 45–IA of the Reserve Bank of India Act 1934.

 
(b)  The company has not conducted any Non-Banking Financial or Housing Finance activities.

 
(C) The company is not a Core-Investment-Company (CIC) as defined in the regulations made by the Reserve Bank of

 
 
India. 

(xvii) The company has not incurred cash loss during the financial year and in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial

 
liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and

 
Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our

 
attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that

 
Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a

 
period of one year from the balance sheet date. 

 
We, however, state that this is not an assurance as to the future viability of the Company. We further state that our

 
reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that

 
all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and

 
when they fall due.

(xx) (a) There are no unspent amounts towards Corporate Social Responsibility (CSR)  specified in Schedule VII to the

 
 
Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act.

 
 
(b) The Company does not have any ongoing projects as at the end of the previous financial year.

**ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT
AMBIKA COTTON MILLS LIMITED**

**64**

**For S. Krishnamoorthy & Co  **

Chartered Accountants

Regn No. 001496S

Sd/-

B. Krishnamoorthi
Partner, Auditors

Membership No. 020439

(UDIN: 23020439BGUGWF6806)

**st
BALANCE SHEET AS AT 31   MARCH 2023
AMBIKA COTTON MILLS LIMITED**

**(Rs. in Lakhs)**

ASSETS
(1)  Non-current assets
(a)  Property, Plant and Equipment  
 
4  
21501.52  
 22701.95

(b)  Capital work-in-progress  
 
 
0.53 
3.02 

(c)  Intangible assets  
 
 
5 
 0.00 
 0.00

(d)  Financial assets
  (i) Investments  
 
 
 
0.00 
0.00

  (ii) Trade receivables   
 
 
0.00  
0.00

  (iii) Loans  
 
 
 
0.00  
0.00

  (iv) Other financial assets  
 
10 
 926.09 
760.18

(e) Other non-current assets  
 
12  
0.00 
18.63

**Total Non-current assets   
(A)  
 
22428.14 
23483.78**

(2)  Current assets
(a) Inventories  
 
 
6  
39696.19  
22922.49

(b)  Financial Assets
(i)  Investments  
 
 
7 
 44.34  
 43.50

(ii)  Trade receivables  
 
 
8  
3911.32 
4586.98

(iii) Cash and cash equivalents  
 
9a 
16937.78 
27955.99 

(iv) Bank Balances other than (iii) above 
 
9b 
10789.00 
0.00 

(v) Loans  
 
 
 
0.00 
 0.00

(vi) Other financial assets   
 
10  
2346.88  
2652.28

(c)  Current tax assets (Net)  
 
11  
201.09 
146.61 

(d)  Other current assets   
 
12  
1672.19 
562.65 

**Total Current Assets  
 
(B)  
 
75598.79 
58870.50 **

**Total Assets 
 
(A+B)  
 
98026.93  
82354.28 **

EQUITY AND LIABILITIES
EQUITY
(a) Equity Share capital   
 
13  
572.50  
572.50

(b) Other Equity  
 
 
14  
81089.04 
71914.23 

**Total Equity 
 
(A)  
 
81661.54 
72486.73**

LIABILITIES
(1) Non-current liabilities
(a) Financial Liabilities
  (i) Borrowings  
 
 
 
0.00  
0.00

  (ia) Lease Liabilities   
 
 
0.00  
0.00

  (ii) Trade payables  
 
 
 
0.00  
0.00

  (iii) Other financial liabilities  
 
18  
823.26 
670.58 

(b)  Deferred tax liabilities (Net)  
 
15  
1879.24 
2029.03 

(c)  Other non-current liabilities  
 
 
0.00  
0.00

**Total non-current liabilities  
(B)  
 
2702.50 
2699.61**

(2) Current liabilities
(a) Financial Liabilities
  (i) Borrowings  
 
 
16  
0.00  
0.00

  (ia) Lease Liabilities   
 
 
0.00  
0.00

  (ii) Trade payables  
 
 
17 
 
 

   
Due to Micro and Small Enterprises  
 
166.93 
127.86 

   
Due to Others 
 
 
 
12102.22 
5897.15

  (iii) Other financial liabilities  
 
18  
1321.89 
925.72 

(b) Other current liabilities  
 
19  
71.85  
204.16

(c)  Current Tax Liabilities (Net) 
 
20  
0.00 
13.05

**Total Current Liablities   
(C ) 
 
13662.89 
 7167.94 **

**Total Equity and Liabilities  
(A+B+C)  
 
98026.93 
82354.28 **

See accompanying notes to the financial statements  
 
 0.00  
0.00

**As at 31st
 31.03.2023
Particulars  
Note 
No **

**As at 31st
 31.03.2022**

**65**

Place : Coimbatore
Date  : 26.05.2023

As per our report of even date attached                                                      
For S. Krishnamoorthy & Co., 
Chartered Accountants
Firm Reg. No. 001496S

 For and on behalf of the Board
Sd/-
 P.V. Chandran
(Chairman and Managing Director)
(DIN : 00628479)
 
Sd/-
(B. Krishnamoorthi)
Membership No. 020439
Partner

Sd/-
Dr.K.Venkatachalam
(Director) 
(DIN : 01062171)

Sd/-
E.M. Nagasivam
(Director)
(DIN : 07894618)

 Sd/-
Radheshyam Padia 
(Company Secretary) 

Sd/-
M.Vijayakumar 
(Chief Financial Officer)

**STATEMENT OF PROFIT & LOSS  FOR THE YEAR ENDED **

**st
31  MARCH 2023**

**AMBIKA COTTON MILLS LIMITED**

**(Rs. in Lakhs)**

INCOME
 
Revenue from operations  
21 
84750.14  
92051.80

 
Other income 
 
22  
1384.83 
496.18

**Total income  
 
 
86134.97 
 92547.98**

EXPENSES
 
Cost of materials consumed  
23 
 66059.83 
52989.87 

 
Purchase of Stock-in-Trade  
 
0.00  
0.00

 
Changes in inventories of finished goods

 
and work-in-progress  
24  
-14393.29 
-2229.39 

 
Employee benefit expense  
25  
5174.19 
4578.18

 
Finance costs  
 
26  
639.68  
123.09 

 
Depreciation and amortization expense  
27  
2982.01 
2938.83 

 
Other expenses  
 
28  
10424.62 
 9748.43

**Total expenses  
 
 
70887.04  
68149.01 **

**Profit before exceptional items and tax  
 
15247.93 
24398.97 **

Exceptional items  
 
 
0.00 
0.00

**Profit before tax after exceptional items  
 
15247.93 
24398.97 **

 
Tax expense

 
Current tax  
 
 
4208.32 
6460.94 

 
Deferred tax  
 
 
-149.79 
-50.75 

**Total tax expense  
 
 
4058.53 
6410.19 **

 
Profit after tax from continuing operations for the year  
 
11189.40 
17988.78 

Other Comprehensive income
Items that will not be reclassifed to Profit & Loss
 
Remeasurements of the defined benefit plans  
 
-14.49 
-25.50 

 
Income tax relating to items not reclassified to Profit & Loss  
 
3.65 
6.42

Items that will be reclassifed to Profit & Loss  
 
     0 
 0

**Total Other Comprehensive income 
 
 -10.84 
-19.08 **

**Total Comprehensive income for the year  
 
11178.56 
17969.70**

Basic Earnings per share (In Rs) [ Face Value Rs 10/- per share]  
 
195.45  
314.21 

Diluted Earnings per Share (In Rs) [ Face Value Rs 10/- per share]  
 
195.45 
314.21 

 
 
 

See accompanying notes to the financial statements 

**Particulars  
Note 
No **

**Year Ended**

** 31.03.2023**

**Year Ended  **

**31.03.2022**

**66**

Place : Coimbatore
Date  : 26.05.2023

As per our report of even date attached                                                      
For S. Krishnamoorthy & Co., 
Chartered Accountants
Firm Reg. No. 001496S

 For and on behalf of the Board
Sd/-
 P.V. Chandran
(Chairman and Managing Director)
(DIN : 00628479)
 

Sd/-
(B. Krishnamoorthi)
Membership No. 020439
Partner

Sd/-
Dr.K.Venkatachalam
(Director) 
(DIN : 01062171)

Sd/-
E.M. Nagasivam
(Director)
(DIN : 07894618)

 Sd/-
Radheshyam Padia 
(Company Secretary) 

Sd/-
M.Vijayakumar 
(Chief Financial Officer)

**ST
STATEMENT OF CHANGES IN EQUITY AS AT 31  MARCH 2023
AMBIKA COTTON MILLS LIMITED**

**A. EQUITY SHARE CAPITAL:**

**B. OTHER EQUITY:
(Rs. in Lakhs)**

**As at 31.03.2022 
 
15.00  
361.06  
20679.81  
50858.36 
71914.23**

Total Comprehensive Income for the year  
 
 
 
11178.56 
11178.56

Payment of Final Dividend  
 
 
 
-2003.75  
-2003.75

Transfer to General Reserve  
  
 
1000.00 
-1000.00  
0.00

**As at 31.03.2023  
 
15.00  
361.06  
21679.81 
 59033.17 
81089.04**

**Particulars**

**Other Equity**

**Total
Other
Equity**

**Reserves and Surplus**

**Capital**

**Redemption**

**Reserve**

**Share**

**Premium
Reserve**

**General
Reserve**

**Retained
Earnings**

**(Rs. in Lakhs)**

**Balance as at 01/04/2022**

**Changes in Equity **

**Share Capital **

**due to prior period errors**

**Restated balance as**

**at 01/04/2022**

**Changes in **

**equity share capital **

**during the year**

**Balance as at
31/03/2023**

572.50
 0.00 
572.50 
0.00 
572.50

**Balance as at 01/04/2021**

**Changes in Equity **

**Share Capital **

**due to prior period errors**

**Restated balance as**

**at 01/04/2021**

**Changes in **

**equity share capital **

**during the year**

**Balance as at
31/03/2022**

572.50
 0.00 
572.50 
0.00 
572.50

**As at 31.03.2021 
 
15.00  
361.06 
19679.81 
 35892.41 
55948.28**

Total Comprehensive Income for the year 
 
 
 
17969.70 
17969.70

Payment of Final Dividend  
 
 
 
-2003.75 
-2003.75

Transfer to General Reserve 
 
 
 1000.00  
-1000.00 
 0.00

**As at 31.03.2022 
 
15.00  
361.06  
20679.81 
50858.36 
71914.23**

**Particulars**

**Other Equity**

**Total
Other
Equity**

**Reserves and Surplus**

**Capital**

**Redemption**

**Reserve**

**Share**

**Premium
Reserve**

**General
Reserve**

**Retained
Earnings**

**67**

Place : Coimbatore
Date  : 26.05.2023

As per our report of even date attached                                                      
For S. Krishnamoorthy & Co., 
Chartered Accountants
Firm Reg. No. 001496S

 For and on behalf of the Board
Sd/-
 P.V. Chandran
(Chairman and Managing Director)
(DIN : 00628479)
 

Sd/-
(B. Krishnamoorthi)
Membership No. 020439
Partner

Sd/-
Dr.K.Venkatachalam
(Director) 
(DIN : 01062171)

Sd/-
E.M. Nagasivam
(Director)
(DIN : 07894618)

 Sd/-
Radheshyam Padia 
(Company Secretary) 

Sd/-
M.Vijayakumar 
(Chief Financial Officer)

**AMBIKA COTTON MILLS LIMITED**

**(Rs. in Lakhs)**

**A. CASH FLOW FROM OPERATING ACTIVITIES 
 
 
 **

Profit before tax after exceptional items 
 
 
15233.45 
24373.47 

Adjustment for

Depreciation and amortisation expense  
 
 
2982.01 
2938.83 

Finance Costs  
 
 
 
639.68  
123.09 

Sale of Assets  
 
 
 
-2.72 
-11.59 

Increase/ Diminution in fair value of Investments  
 
 
-0.59 
-4.98 

Investments Income:

Interest/Dividend Received  
 
 
-1384.24 
-491.20

Operating Profit Before Working Capital Changes  
 
 
17467.59 
26927.62 

Adjustments for (increase )/decrease in operating assets

Inventories  
 
 
 
-16773.70  
8397.07

Trade receivables  
 
 
 
675.66 
-3240.27 

Other Financial Assets - Non current  
 
 
-165.91 
-54.79 

Other Financial Assets - Current  
 
 
305.40 
-39.79

Other Current Assets - Non Current  
 
 
18.63 
185.40 

Other Current Assets- Current  
 
 
-1109.54 
880.61 

Bank Balance other than cash and cash equivalents 
 
 
-10789.00 
0.00

**  
 
 
 
 
 
-10370.87 
33055.85**

Adjustments for increase /(decrease) in operating liablities

Trade Payables  
 
 
 
6244.14 
3704.73

Other Non Current Finacial Liablities  
 
 
152.68 
69.70 

Other Finacial Liablities   
 
 
396.17 
118.94

Other Current Liablities   
 
 
-132.31 
3.63 

Cash used in / generated from operations  
 
 
-3710.19 
36952.85 

Taxes paid  
 
 
 
-4272.19  
-6777.08

Net Cash used in /generated from operating activities  
(A)  
 
-7982.38 
30175.77 

**st
CASH FLOW STATEMENT FOR THE YEAR ENDED 31  MARCH 2023**

**Particulars  **

**B. CASH FLOW FROM INVESTING ACTIVITIES**

Purchase of Fixed Assets   
 
 
-1843.49 
-1232.47

Capital work in progress   
 
 
2.49 
382.69 

Sale of Fixed assets  
 
 
 
64.62 
58.00 

Investment in Mutual Funds 
 
 
-0.26 
0.00

Interest Received  
 
 
 
1383.82 
491.10 

Dividend Received  
 
 
 
0.42 
0.10

Net cash used in Investing activities 
 (B)  
 
-392.40 
-300.58

**Year Ended**

**31.03.2023**

**Year Ended**

**31.03.2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2023 (Contd...)**

**(Rs. in Lakhs)**

Proceeds from Working Capital borrowings  
 
 
0.00 
-10.10 

Dividend Paid  
 
 
 
-2003.75  
-2003.75 

Interest Paid  
 
 
 
-639.68 
-123.09 

Net Cash Used in Financing Activities  
( C ) 
 
 -2643.43 
 -2136.94

Net increase /(decrease )in Cash and Cash Equivalents  
(A+B+C) 
  
-11018.21 
27738.25

Cash and Cash Equivalents at beginning of the period 
 (D)  
 
27955.99 
217.74 

Unrealised Loss /(Gain) on Foreign Currency Cash and Cash equivalents 
 
 
 0.00  
0.00

Cash and Cash Equivalents at end of the period  
(E)  
 
16937.78 
27955.99

**Particulars  **

**C. CASH FLOW FROM FINANCING ACTIVITIES**

**Year Ended**

**31.03.2023**

**Year Ended**

**31.03.2022**

**69**

Place : Coimbatore
Date  : 26.05.2023

As per our report of even date attached                                                      
For S. Krishnamoorthy & Co., 
Chartered Accountants
Firm Reg. No. 001496S

 For and on behalf of the Board
Sd/-
 P.V. Chandran
(Chairman and Managing Director)
(DIN : 00628479)
 

Sd/-
(B. Krishnamoorthi)
Membership No. 020439
Partner

Sd/-
Dr.K.Venkatachalam
(Director) 
(DIN : 01062171)

Sd/-
E.M. Nagasivam
(Director)
(DIN : 07894618)

 Sd/-
Radheshyam Padia 
(Company Secretary) 

Sd/-
M.Vijayakumar 
(Chief Financial Officer)

**1.CORPORATE INFORMATION**

Ambika Cotton Mills Limited is engaged in manufacturing and selling speciality cotton yarn catering to the needs of manufacturers of premium 

branded shirts and t-shirts. Exports constitute significant portion of the operations. The company operates with total installed spindle capacity 

of 108288 (Previous Year 108288 Spindles) of compact facility housed in four units and Knitting facility of converting 40,000 Kgs of yarn per day 

into fabrics. The company has installed 27.4 MW wind power capacity for captive consumption of spinning segment. The Spinning Plants are 

located at Kanniyapuram, Dindigul and Windmills are located in Tirunelveli, Dharapuram and Theni in the State of Tamilnadu. The financial 

statements are approved for issue by the Company's Board of Directors on 26th May 2023.

**2.SIGNIFICANT ACCOUNTING POLICIES**

**2.1.Statement of compliance**

The financial statements have been prepared in accordance with IND AS notified under Section. 133 of the Companies Act, 2013 read with the 

Companies (Indian Accounting Standards) (IndAS) Rules 2015 and other relevant provisions of the Act. 

**2.2.Basis of preparation and presentation**

These financial statements are prepared in accordance with Indian Accounting Standards (IndAS) under the historical cost convention on the 

accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013(`Act')(to the 

extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the 

Act read with Rule 3 of the Companies (Indian Accounting Standards) (IndAS)  Rules, 2015 and The Companies (Indian Accounting Standards) 

(Amendment) Rules, 2016.

**2.3. Property, Plant and Equipment**

Property, plant and equipment are carried at cost of acquisition including any attributable cost of bringing the assets to its working condition for 

its intended use and net of Cenvat /GST or any other claim receivable less accumulated depreciation and impairment losses , if any.  

The depreciation charge is based on useful life and the expected residual value at the end of its life and are determined by management at the 

time the asset is acquired and reviewed periodically, including at each financial year end with the effect of any changes in estimate accounted for 

on a prospective basis. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact 

their life, such as changes in technology.

**Depreciation is recognised using the straight-line method.  **

An item of property, plant and equipment is de recognised upon disposal or when no future economic benefits are expected to arise from the 

continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the 

difference between the sales proceeds and the carrying amount of the asset and is recognised in the profit or loss.

For transition to IND AS, the company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of 

1st April 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

Estimated useful lives of the tangible assets are as follows:

Buildings    
 
 
 
 
 
30- 40 Years

Plant and Equipment 
 
 
 
 
18.94 Years

Wind Mills 
 
 
 
 
 
13.33 Years

Furniture & fixtures  
 
 
 
 
3 Years

Vehicles  
 
 
 
 
 
8 years

Office Equipments  
 
 
 
 
3 Years

**2.4 . Intangible Assets **

Intangible assets  are carried at cost less accumulated amortisation. Amortisation is recognised on a straight line basis over their estimated useful 

lives. 

**2.5 Impairment of assets**

A tangible or intangible asset is treated as impaired when the carrying amount of the asset exceeds its estimated recoverable value. Carrying 

amounts of tangible or intangible assets are reviewed at each balance sheet date to determine indications of impairment, if any, of those assets. If 

any such indication exists, the recoverable amount of the asset is estimated and an impairment loss equal to the excess of the carrying amount 

over its recoverable value is recognised as an impairment loss. The impairment loss, if any, recognised in prior accounting period is reversed if 

there is a change in estimate of recoverable amount.

**2.6 Financial Instruments **

Financial assets and financial liabilities constitute Financial Instruments and are recognised only when the company becomes party to the 

contractual provisions of the instrument. 

On initial recognition , (i)  financial assets are  classified either at amortised cost  or  fair value through other comprehensive income ( OCI)  or 

fair value through profit or loss ( FVTPL) and (ii) financial liabilities  either  at amortised cost or  fair value through profit or loss ( FVTPL) 

On initial recognition, a financial asset or a financial liability is measured at its fair value. In the case of a financial asset or liability which is not 

categorised  at FVTPL , the financial asset or liability will be measured at its fair value plus/minus transaction cost that are directly contributed 

to the acquisition or issue of the financial asset or financial liability. 

The financial assets and liabilities are carried at FVTPL and there are no financial assets and liabilities falling under other categories.

The equity instruments are categorised at FVTPL and are measured at the end of each reporting period. 

In the case of derivatives, the contractual rights and obligations are recognised as assets or liabilities in the balance sheet. 

The financial assets are  derecognised when the contractual rights to the cash flows from the asset expires.

The financial liabilities are derecognises when the obligations are discharged.

**2.7 Equity Instruments **

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity 

instruments issued by the entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss 

on the purchase, sale, issue or cancellation of the company's own equity instruments.

**2.8  Valuation of Inventories**

Inventories are valued at lower of cost or net realisable value after providing for obsolescence and other losses, where considered necessary. The 

costs of inventories are ascertained on weighted average method. Net realisable value is the estimated selling price in the ordinary course of 

business, less the estimated costs of completion and the estimated costs necessary to make the sale.  

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

Estimated useful lives of the intangible assets are as follows:

Technical Know how   
 
 
 
4 years

**2.9. Foreign Currency transactions:**

Foreign currency transactions are recorded at the exchange rates prevailing at the date of the transaction.

Foreign currency monetary items at the balance sheet date are reported using the closing rate.

Exchange differences arising on the settlement of monetary items or on reporting of monetary

items at rates different from those at which they were initially recorded during the year or reported in previous financial statements are 

recognized as income or expense in the year in which they arise.

Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

**2.10 Recognition of revenue**

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns. The company 

recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity.

Dividend income from investments is recognised when the right to receive payment is established 

Interest income is recognized on time proportionate basis with reference to the principal outstanding and at the effective interest rate applicable.

 Export incentives are recognised when the right to receive payment/credit is established and no significant uncertainity as to measurability or 

collectability exists. 

**2.11 Borrowing Cost**

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a 

substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are 

substantially ready for their intended use or sale.

**2.12 Date of recording of Final Dividend declared by the Company as a liability**

Final dividend on shares are recorded as a liability on the date of approval by the shareholders at the annual general meeting and interim 

dividend are recorded as a liability on the date of declaration by the Company's Board of Directors.

**2.13 Earnings per share:**

Basic Earnings per share is calculated by dividing the Net Profit after tax attributable to the equity shareholders by the weighted average number 

of Equity Shares outstanding during the year.

**2.14 Employee Benefits:**

Employee benefits consist of provident fund and gratuity. The company's contribution to provident fund is considered as defined contribution 

plan and charged as an expense based on the amount of contribution required to be made. For defined benefit plan the company contributes to 

group gratuity scheme formulated by Life Insurance Corporation of India as demanded by the said corporation to discharge its liability on 

account of employee post employment benefits.

 

**2.15. Taxes on Income**

Income tax expense comprises current and deferred income tax.

**Current tax**

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using 

the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting date. 

**AMBIKA COTTON MILLS LIMITED**

**st
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31  MARCH 2023**

**Deferred tax**

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities. Deferred tax liabilities are recognised 

for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable 

that taxable profits will be available against which those deductible temporary differences can be utilised. 

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset 

realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company 

expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

**Current and deferred tax for the year**

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income, in 

which case, the current and deferred tax are also recognised in other comprehensive income .

**2.16 Provisions, contingent liabilities and contingent assets**

Provision is recognized when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable 

estimate can be made of the amount of the obligation. Disclosure for contingent liability is made when there is a possible obligation or a present 

obligation that may, but probably will not, require an outflow of resources. No provision is recognized or disclosure for contingent liability is 

made when there is possible obligation or a present obligation and the likelihood of outflow of resources is remote. Contingent Asset is neither 

recognized nor disclosed in the financial statements. 

**2.17 Cash Flow statement and Cash and Cash equivalents**

Cash Flows are reported using the Indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any 

deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing 

cash flows. Cash and cash equivalents include cash on hand and balances with banks in current accounts with necessary disclosure of cash and 

cash equivalent balances that are not available for use by the company.

**3.  Critical accounting judgements and key sources of estimation uncertainty**

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. 

These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the 

disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the 

period. Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the   use of 

assumptions in these financial statements have been disclosed in notes. Accounting estimates could change from period to period. Actual results 

could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances 

surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if 

material, their effects are disclosed in the notes to the financial statements.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in 

which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both 

current and future periods.

Information about such estimates and judgments are included in the relevant notes together with the basis of calculation for relevant line item in 

the financial statements. Estimates and judgments are based on historical experience and other factors, including expectations of future events 

that may have a financial impact on the company and that are believed to be reasonable under the circumstances

**AMBIKA COTTON MILLS LIMITED**

**st
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31  MARCH 2023**

**AMBIKA COTTON MILLS LIMITED**

**(Rs. in Lakhs)**

Carrying amounts of:

Freehold land  
 
 
 
373.38 
372.58 

Buildings   
 
 
 
6410.94 
6033.37 

Plant and Equipment  
 
 
 
14530.37  
16108.61

Electrical Fittings  
 
 
 
0.00  
0.00

Furniture and fixtures  
 
 
 
0.38 
0.07 

Vehicles   
 
 
 
178.68 
174.26 

Office Equipment  
 
 
 
7.77 
13.06 

Total   
 
 
 
 
21501.52  
22701.95

Capital Work-in-progress   
 
 
0.53 
3.02 

Total   
 
 
 
 
0.53 
3.02

Total   
 
 
 
 
21502.05  
22704.97

**Particulars  **

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**4. PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK -IN-PROGRESS**

**Office
 equip-
ments**

**Total**

**Capital 
Work in 
progress**

**Particulars
Free hold**

** Land**

**Buildings
Plant **

**& Equip-**

**ment**

**Electrical 
Fittings**

**Furniture 
& fixtures**

**Vehicles**

**(Rs. in Lakhs)**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

** Cost or deemed cost**

 Balance at 1st April 2022                        
    372.58 
9764.01 
53838.59 
2.66 
15.03 
634.03 
185.63 
64812.53 
3.02

 Additions                                                            0.80 
740.21 
1039.93 
0.00 
0.67 
49.07 
12.80 
1843.48 
0.53

 Capitalised 
 
 
 
 
 
 
 
 
0.00 
3.02

 Eliminated on disposals of assets 
0.00 
0.00 
246.21 
0.00 
0.00 
0.00 
0.00 
246.21 
0.00

 Balance at 31st March 2023                    
    373.38 
10504.22 
54632.31 
2.66 
15.70 
683.10 
198.43 
66409.80 
0.53

** Accumulated depreciation and**

**  impairment 
 
 
 
 
 
 
 **

** Balance at 1st April 2022  
    0.00 
3730.64 37729.98 
2.66 
14.96 
459.77 
172.57 
42110.58 
0.00**

** Eliminated on disposals of assets            0.00  
0.00 
184.31 
0.00 
0.00 
0.00 
0.00 
184.31 
0.00**

** Depreciation Expense                             0.00 
362.64 
2556.27 
0.00 
0.36 
44.65 
18.09 
2982.01 
0.00**

** Balance at 31st March 2023                      0.00 
4093.28 40101.94 
2.66 
15.32 
504.42 
190.66 
44908.28 
0.00**

** Carrying Amount 
 
 
 
 
 
 
 **

** Balance at 1st April 2022 
372.58 
6033.37 16108.61 
0.00 
0.07 
174.26 
13.06 
22701.95 
3.02**

** Additions  
 
0.80 
740.21 
1039.93 
0.00 
0.67 
49.07 
12.80 
1843.48 
0.53**

** Capitalised 
 
 
 
 
 
 
 
 
 
3.02**

** Eliminated on disposals of assets 
 0.00 
0.00 
61.90 
0.00 
0.00 
0.00 
0.00 
61.90 
0.00**

** Depreciation expense 
0.00 
362.64 
2556.27 
0.00 
0.36 
44.65 
18.09 
2982.01 
0.00**

** Balance at 31st March 2023 
373.38 
6410.94 14530.37 
0.00 
0.38 
178.68 
7.77 
21501.52 
0.53**

**AMBIKA COTTON MILLS LIMITED**

**(Rs. in Lakhs)**

Carrying amounts of: 

Know-how 
 
 
 
0 
0

Total  
 
 
 
 
0 
0

**Particulars 
 
 
 
 
Know-How**

  
 

Cost or deemed cost 
 
 

Balance at 1st April 2022  
 
 
 
79.43

Additions  
 
 
 
 
0

Eliminated on disposals of assets 
 
 
 
0

Balance at 31st March 2023 
 
 
 
79.43

  
 

Accumulated depreciation and impairment 
 
 

Balance at 1st April 2022  
 
 
 
79.43

Eliminated on disposals of assets 
 
 
 
0

Depreciation Expense 
 
 
 
 
0

Balance at 31st March 2023 
 
 
 
79.43

  
 

Carrying Amount 
 
 

Balance at 1st April 2022  
 
 
 
0

Additions  
 
 
 
 
0

Eliminated on disposals of assets 
 
 
 
0

Depreciation expense 
 
 
 
 
0

Balance at 31st March 2023 
 
 
 
0

**Particulars  **

**st
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31  MARCH 2023**

**5. INTANGIBLE ASSETS**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**(Rs. in Lakhs)**

Inventories (lower of cost or net realisable value)

Raw Materials  
 
 
 
18833.73  
16550.75

Work-in-progress  
 
 
 
2697.37  
2282.75

Finished Goods 
 
 
 
 16482.95  
2866.90

Waste Cotton  
 
 
 
498.52  
135.90

Stores and Spares  
 
 
 
1029.47  
926.41

Packing Materials  
 
 
 
154.15  
159.78

**Total   
 
 
 
 
39696.19  
22922.49**

The cost of inventories recognised as an expense during the year is Rs.66059.83 Lakhs

(Previous year Rs. 52989.87 Lakhs)

**Particulars  **

**6. INVENTORIES**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)
7.   INVESTMENTS**

**Particulars
As at 31st March 2023
As at 31st March 2022**

**Quantity
Amount
Quantity
Amount**

**Current**

Investment in quoted equity instruments (fully paid

up) [At fair values]

Cholamandalam Investment & Finance Co. Limited  
 
 
3250  
24.75  
3250  
23.35 

City Union Bank  
 
 
6050  
7.61 
6050  
7.81 

Investment in Mutual Fund [at Nav]

LICMF Equity Fund- Dividend-Reinvestment plan  
 
 
59441.944 
11.98  
58182.257  
12.34

**Total  
 
 
68741.944  
44.34 
67482.257  
43.50**

 
 
 
 
 
 

Aggregate book value of quoted investments  
 
 
 
0.87  
 
0.87

Aggregate market value of quoted investments  
 
 
 
32.36  
 
31.16

Aggregate book value of unquoted investments  
 
 
 
0.00  
 
0.00

Aggregate amount of impairment in the value of investments  
 
 
 
0.00  
 
0.00

Aggregate book value of Mutual fund  
 
 
 
6.72  
 
6.46

Aggregate net asset value of Mutual fund  
 
 
 
11.98  
 
12.34

Category-wise investments - as per IND AS 109 classification

Financial assets carried at fair value through profit or loss (FVTPL)  
 
 
 44.34  
 
43.50

Financial assets carried at amortised cost  
 
 
 
0.00  
 
0.00

Financial assets carried at fair value through Other

Comprehensive Income (FVTOCI)  
 
 
 
0.00  
 
0.00

**(Rs. in Lakhs)**

Current 
Unsecured Considered Good 
 
 
 

From related Parties  
 
 
 
0.00 
 0.00

From others  
 
 
 
3911.32  
4586.98

Allowance for doubtful debts (Expected credit loss allowance)  
 
 
0.00  
0.00

**Total   
 
 
 
 
3911.32  
4586.98**

Concentration of Risk 
 
 
 
 

Generally the sales are made against specific orders and to those customers who have long term relationship. Export Sales are backed by 

irrevocable letter of credits . In respect of domestic sales advance payments are collected before delivery of goods . However exceptions are made 

based on the credit quality of customers. Expected credit loss is placed at Nil 

**Particulars  **

**8. TRADE  RECEIVABLES**

**(Rs. in Lakhs)**

**Age of receivables**

Within the credit period   
 
 
3911.32  
4586.98

30-60 Days  
 
 
 
0  
0

60-90 Days  
 
 
 
0  
0

 More than 90 Days  
 
 
 
0  
0

Total   
 
 
 
 
3911.32  
4586.98

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

**Age of receivables**

**Movement in the expected credit loss allowance**

Balance at the beginning of the year 
 
 
 0 
 0

Movement in the expected credit loss allowance on trade  
 
 
0  
0

Receivables calculated at lifetime expected credit losses  
 
 
0  
0

Balance at the end of the year  
 
 
0 
 0

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**Particulars**

**Outstanding for following periods from due date of payment**

**Less than 
6 months**

**6 months 
- 1 year 
1 - 2 years
2 - 3 years
More than **

**3 years**

**Total**

 (i)  Undisputed Trade receivables – considered good  
3911.32 
0 
 0  
0  
0 
3911.32

 (ii)  Undisputed Trade Receivables – which have 

  
significant increase in credit risk  
0 
 0  
0 
 0  
0  
0

 (iii)  Undisputed Trade Receivables – credit impaired  
0 
 0  
0  
0  
0  
0

 (iv)  Disputed Trade Receivables– considered good  
0  
0  
0  
0  
0  
0

 (v)  Disputed Trade Receivables – which have significant 

  
increase in credit risk  
0  
0  
0  
0  
0 
 0

 (vi)  Disputed Trade Receivables – credit impaired  
0  
0  
0  
0  
0  
0

**Trading Receivables ageing Schedule as at 31st March 2022**

**Particulars**

**Outstanding for following periods from due date of payment**

**Less than 
6 months**

**6 months 
- 1 year 
1 - 2 years
2 - 3 years
More than **

**3 years**

**Total**

 (i)  Undisputed Trade receivables – considered good  
4586.98 
0  
0  
0 
0 
4586.98

 (ii)  Undisputed Trade Receivables – which have 

  
significant increase in credit risk  
0  
0 
 0 
 0 
 0  
0

 (iii)  Undisputed Trade Receivables – credit impaired  
0  
0  
0  
0  
0  
0

 (iv)  Disputed Trade Receivables– considered good  
0  
0  
0  
0  
0  
0

 (v)  Disputed Trade Receivables – which have significant 

  
increase in credit risk  
0  
0  
0  
0 
 0  
0

 (vi)  Disputed Trade Receivables – credit impaired  
0  
0  
0  
0  
0  
0

**(Rs. in Lakhs)**

Balances with Banks 
 
 
 

Current account  
 
 
 
1252.81  
1225.06

EEFC A/c  
 
 
 
0.53  
669.71

Deposit Account  
 
 
 
15595.00  
26025.00

Unpaid Dividend account  
 
 
29.06  
22.09

Cash on hand  
 
 
 
60.38  
14.13

Total   
 
 
 
 
16937.78  
27955.99

Deposits with more than 12 months maturity  
 
 
0.00 
7379.00

The deposits maintained by the company with banks comprise of time deposits which can be withdrawn by the 

company at any point without prior notice or penalty on the principal. There are no repatriation restrictions with 

regard to cash and cash equivalents as at the end of the reporting period and prior periods.

**Particulars  **

**9(a.)  CASH AND  CASH EQUIVALENTS**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**Trading Receivables ageing Schedule as at 31st March 2023**

**Non-current 
 
 
 **

Cenvat and service tax credit receivable  
 
 
17.64  
17.64

Cenvat Transcredit Receivable  
 
 
0.00  
4.17

Security Deposit for Electricity TWAD Board & Others  
 
 
908.45 
 738.37

**Total   
 
 
 
 
926.09  
760.18**

Current
Cotton Purchase debit note  
 
 
24.98  
18.07

Duty drawback & RoDTepy receivable  
 
 
287.67  
599.65

EB receivable (for wind)  
 
 
8.98 
 46.81

Forward cover receivable(Foreign Currency derivative)  
 
 
15.27  
442.70

Gratuity Receivable (From LIC) 
 
 
 0.00  
6.58

GST receivable  
 
 
 
1803.21  
1447.74

Interest accrued & Receivable  
 
 
196.77 
 90.73

Other Receivables  
 
 
 
10.00  
0.00

**Total  
 
 
 
 
 2346.88 
2652.28**

 

**(Rs. in Lakhs)**

**Particulars  **

**10.  OTHER FINANCIAL ASSETS**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

**Current tax assets**

Income tax advances 
 
 
 
 4245.54  
0.00

**Current tax liablities**

Income tax liability  
 
 
 
4191.06 
 0.00

  
 
 
 
 
 
54.48  
0.00

Income tax refund due  
 
 
 
146.61  
146.61 

Total   
 
 
 
 
201.09 
146.61 

**Particulars  **

**11.  CURRENT TAX ASSETS  (NET)**

**(Rs. in Lakhs)**

**Non-Current**

Capital Advances  
 
 
 
0.00 
18.63

Total   
 
 
 
 
0.00 
18.63

**Current**

Advance for supply of materials  
 
 
177.57  
155.06

Advance for Cotton  
 
 
 
1042.57 
 37.08

LC Opening Charges for Import of Cotton 
 
 
 38.93  
54.32

Prepaid Expenses 
 
 
 
 349.38  
316.19

LIC Plan Assets 
 
 
 
 63.74  
0.00

**Total   
 
 
 
 
1672.19 
 562.65**

**Particulars  **

**12.  OTHER CURRENT ASSETS**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**9(b). BANK BALANCES OTHER THAN THE ABOVE
(Rs. in Lakhs)**

**Particulars  
As at 31st**

** March 2023**

**As at 31st**

** March 2022**

Bank Deposits  
 
 
 
10789.00  
0.00

Total   
 
 
 
 
10789.00 
0.00

**(Rs. in Lakhs)**

** 
a. Authorized Share Capital**

 
 1,00,00,000 Fully paid Equity Shares of Rs.10 each  
 
 
1000.00 
1000.00

 
b. Issued and subscribed and fully paid up capital

 
 5725000 Equity shares of Rs.10 each  
 
 
572.50  
572.50

 
  
 
 
 
 
 
(Rs in Lakhs)

 
Fully paid Equity Shares  
 
 
Number of  
Share Capital

** 
  
 
 
 
 
Shares **

 
Balance as on March 31, 2022  
 
 
5725000  
572.50

 
Balance as on March 31, 2023 
 
 
5725000  
572.50

 
The company has issued only one class of Equity share having a par value of Rs.10 per share. They entitle the holder

 
to participate in dividends, and to share in the proceeds of winding up of the company in proportion to the number of

 
and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or by proxy, is entitled

 
to one vote, and upon a poll each share is entitled to one vote.

**Particulars  **

**13.  EQUITY SHARE CAPITAL**

 1.  
Mrs. Chandran Bhavani  
2272566 
39.70 
 
0

 2.  
Sri. P.V. Chandran 
599784 
10.47 
 
0 

  
Total 
 
2872350 
50.17  
 
–

**Shares held by promoters at the end of the year 2023**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**S.No. 
Promoter Name
%Change during**

** the year
No. of Shares
%of total shares**

 1.  
Mrs. Chandran Bhavani  
2272566 
39.70 
 
0

 2.  
Sri. P.V. Chandran 
599784 
10.47 
 
0 

  
Total 
 
2872350 
50.17 
 
– 
 

**Shares held by promoters at the end of the year 2022**

**S.No. 
Promoter Name
%Change during**

** the year
No. of Shares
%of total shares**

1.  Mrs. Chandran Bhavani  
2272566 
39.70 
2272566 
39.70

2.  Sri. P.V. Chandran 
 
599784 
10.47 
599784 
10.47

**Number
 of Shares
Particulars  **

**Shareholders holding more than 5% Equity shares**

**Percentage
Percentage
Number
 of Shares**

**As at 31st
 March 2023**

**As at 31st
 March 2022**

**(Rs. in Lakhs)**

**(Rs. in Lakhs)**

Capital Redemption Reserve  
 
 
15.00  
15.00

Securities Premium Account  
 
 
361.06  
361.06

General Reserve  
 
 
 
21679.81  
20679.81

Retained Earnings  
 
 
 
59033.17  
50858.36

**Total   
 
 
 
 
81089.04  
71914.23**

**Particulars  **

**14.  OTHER EQUITY**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

Balance at the beginning of the year  
 
 
15.00 
 15.00

Movements during the year  
 
 
0.00  
0.00

**Balance at the end of the year  
 
 
15.00  
15.00**

Capital Redemption Reserve is a statutory reserve created at amounts equal to the face value of the shares 
 
 
 
 

 bought back as per the provisions of company law.

**Particulars  **

**14.1  CAPITAL REDEMPTION RESERVE**

**(Rs. in Lakhs)**

Balance at the beginning of the year 
 
 
361.06 
361.06

Movements during the year  
 
 
0.00 
0.00

**Balance at the end of the year 
 
 
361.06 
361.06**

Security Premium reserve is a reserve created out of amounts received over and above the par  value at the time of issue of shares .  
 
 
 

**Particulars  **

**14.2  SECURITIES PREMIUM  RESERVE**

**(Rs. in Lakhs)**

Balance at the beginning of the year 
 
 
20679.81  
19679.81

Add: Transfer from retained earnings 
 
 
1000.00 
1000.00

Balance at the end of the year 
 
 
21679.81 
 20679.81

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a 

transfer from one component of equity to another and is not an item  of other comprehensive income, items included in the general reserve will not be 

reclassified subsequently to profit or loss

**Particulars  **

**14.3   GENERAL RESERVE**

**(Rs. in Lakhs)**

Balance at the beginning of the year  
 
 
50858.36  
35892.41

Add: Total comprehensive income for the year  
 
 
11178.56  
17969.70

Less: Payment of dividends on equity shares  
 
 
2003.75  
2003.75

Less: Payment of tax on dividends 
 
 
0.00  
0.00

Less: Transfer to General Reserve  
 
 
1000.00  
1000.00

Balance at the end of the year  
 
 
59033.17  
50858.36

The directors  have proposed dividend of Rs.35/- per share amounting to Rs.2003.75/-  

 for the year ended March 31, 2023  and the same is subject to approval of shareholders  at the

 Annual General Meeting and hence not included as a liability

**Particulars  **

**14.4  RETAINED EARNINGS**

**As at 31st**

** March 2023**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**As at 31st**

** March 2022**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

Deferred Tax Liability  
 
1879.24  
2029.03

Deferred Tax Asset  
 
0.00  
0.00

Total  
 
1879.24  
2029.03

**Particulars  **

**15.  DEFERRED TAX LIABILITY (NET )**

On account of Property , Plant & Equipment  
2020.80 
 -150.00  
1870.80

On account of fair value of Equity instruments  
8.23  
0.21 
 8.44

 
2029.03 
 -149.79  
1879.24

**Recognised in
Profit or loss
Particulars  
Closing
Balance**

**Opening 
Balance**

**(Rs. in Lakhs)
2022 - 23**

On account of Property , Plant & Equipment  
2072.80 
-52.00 
 2020.80

On account of fair value of Equity instruments  
6.98  
1.25 
 8.23

 
2079.78  
-50.75  
2029.03

**Recognised in
Profit or loss
Particulars  
Closing
Balance**

**Opening 
Balance**

**(Rs. in Lakhs)
2021 - 22**

**(Rs. in Lakhs)**

From Banks (Secured) 
 
 
 
 

Loans Repayable on Demand - Working Capital 
 
0.00 
0.00

From Banks (Unsecured) 
 
 
 
 

Loans Repayable on Demand - Working Capital 
 
0.00 
0.00

 
 
0.00 
0.00

**Particulars  **

**16.  BORROWINGS**

**NATURE OF SECURITY**

Working Capital Loans from  Banks are secured by Paripassu First charge over the current assets  
 
 
 
 

 and Paripassu second charge over the movable fixed assets excluding Windmills. 
 
 
 
 
 

Loans Guaranteed by Directors 
 
Nil 
 

Period and amount of continuing Default 
 
Nil 
 

 
 
 
 
 
 

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

**Current**

Due to Micro and Small Enterprises  
 
166.93  
127.86

Others 
 
 12102.22  
5897.15

Total  
 
12269.15  
6025.01

**Particulars  
As at 31st**

**March 2023**

**As at 31st**

**March 2022**

**17.   TRADE PAYABLES**

**Particulars
Total**

 (i)  MSME 
 
166.93 
 0  
0 
0 
166.93

 (ii)  Others-Acceptance  
10394.58  
0 
 0  
0  
10394.58

 (iii) Others ‐ Other than Accceptance 
1707.64  
0 
 0  
0 
 1707.64

 (iv)  Disputed dues ‐ MSME 
0 
0 
0 
0 
0 

 (iv) Disputed dues ‐ Others 
0  
0  
0  
0  
0

 Total 
 
 
12269.15 
0  
0  
0  
12269.15

**Trading Payables ageing Schedule as at 31st March 2023**

**Trading Payables ageing Schedule as at 31st March 2022**

**(Rs. in Lakhs)**

**Non- current**

Liabilities for Expenses  
 
823.26 
 670.58

 
 
 
823.26 
670.58

**Current**

Unpaid dividends  
 
29.06  
22.09

Interest accrued but not due on borrowings  
 
128.59  
5.50

Statutory payables  
 
81.66  
72.12

LIC Gratuity (Plan Assets) Net  
 
1.22  
14.92

Other liabilties for Expenses  
 
1081.36 
 811.09

**Total  
 
1321.89  
925.72**

**Particulars  **

**18.  OTHER FINANCIAL LIABILITIES**

**(Rs. in Lakhs)**

Advance received from Customers 
 
71.85 
 204.16

Total  
 
71.85 
204.16

**Particulars  **

**19.  OTHER CURRENT LIABILITIES**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**Outstanding for following periods from due date of payment**

**Less than **

**1 Year
1 - 2 years
2 - 3 years
More than **

**3 years**

**Particulars
Total**

 (i)  MSME 
 
127.86 
 0  
0 
0 
127.86

 (ii)  Others-Acceptance  
4144.00 
0 
 0  
0  
4144.00

 (iii) Others ‐ Other than Accceptance 
1753.15 
0 
 0  
0 
1753.15

 (iv)  Disputed dues ‐ MSME 
0 
0 
0 
0 
0 

 (iv) Disputed dues ‐ Others 
0  
0  
0  
0  
0

 Total 
 
 
6025.01 
0  
0  
0  
6025.01

**Outstanding for following periods from due date of payment**

**Less than **

**1 Year
1 - 2 years
2 - 3 years
More than **

**3 years**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

Current tax liabilities
Income tax provisions 
 
0.00  
 6435.73 

Current tax assets
Income tax advances  
 
  0.00 
 6422.68 

**Total  
 
0.00 
13.05**

**Particulars  **

**20.  CURRENT TAX LIABILITIES (NET)**

**As at 31st**

** March 2023**

**As at 31st**

** March 2022**

**(Rs. in Lakhs)**

Sale of Products (Refer Note (i) below) 
 
 81696.86  
87936.72

Other Operating Revenue (Refer Note (ii) below)  
 
 3053.28  
4115.08

 
 
 
84750.14 
 92051.80

Note (i)
Sale of Products Comprises
Cotton Yarn  
 
52664.80  
50535.01

Knitted Fabrics  
 
18543.80 
 29797.28

Waste Cotton  
 
10488.26  
7604.43

 
 
 
81696.86  
87936.72

Note (ii)
Other Operating Revenue
Export Benefits  
 
1775.51 
 1615.57

Foreign Exchange Fluctuation  
 
0.00  
1052.21

Profit on disposal of rawmaterial  
 
1176.70  
1210.15

Profit on sale of machinery  
 
2.72 
0.00

EB Receivable ( Banking)  
 
0.00 
11.59

Insurance Claim  
 
0.00  
17.51

REC Sales  
 
50.22  
20.87

Wind Energy 
 
 11.46  
12.57

Sale of Scrap  
 
36.67  
38.67

Sundry Parties Written Back 
 
 0.00 
 135.94

 
 
 
3053.28  
4115.08

**Particulars  **

**21.  REVENUE FROM OPERATIONS**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**(Rs. in Lakhs)**

Interest (Refer Note (i) below) 
  
1383.82 
491.10

Dividend from Current Investments 
 
 0.42 
0.10

Other non-operating income (Refer Note (ii) below)  
 
0.59 
4.98

 
 
 
1384.83 
496.18

Note (i)

**Interest Income Comprises of**

From banks on deposits  
 
1343.72 
 466.02

 Other Interest  
 
40.10  
25.08

 Total Interest Income  
 
1383.82  
491.10

Note (ii)

**Other non-operating income comprises of**

Increase in fair value of Investments  
 
0.59 
4.98

 
 
 
0.59 
4.98

**Particulars  **

**22.  OTHER INCOME**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

Opening Stock  
 
16550.75  
27354.91

Add : Purchases  
 
72562.31  
43785.65

 
 
 
89113.06  
71140.56

Less: Cost of materials disposed  
 
4219.50  
1599.94

 
 
 
84893.56  
69540.62

Less : Closing Stock  
 
18833.73  
16550.75

Total Cost of Materials Consumed  
 
66059.83  
52989.87

Materials Consumed Comprise

Raw Cotton  
 
61940.84  
47177.26

Modal  
 
886.36  
1326.71

Lycra  
 
825.25  
1648.06

Yarn  
 
2407.38  
2837.84

 
 
 
66059.83   
52989.87

**Particulars  **

**23.  COST OF MATERIALS CONSUMED**

**(Rs. in Lakhs)**

Opening Stock of Work in progress  
 
2282.75  
2668.72

Opening Stock of Finished Goods  
 
2866.90  
331.28

Opening Stock of Waste Cotton 
  
135.90  
56.16

Total (A)  
 
5285.55  
3056.16

Closing Stock of Work in progress  
 
2697.37  
2282.75

Closing Stock of Finished Goods  
 
16482.95  
2866.90

Closing Stock of Waste Cotton  
 
498.52  
135.90

Total (B)  
 
19678.84  
5285.55

Increase / Decrease in Stock (A - B) (-)/(+)  
 
-14393.29  
-2229.39

**Particulars  **

**24.CHANGES IN INVENTORIES OF WORK IN PROGRESS 
AND FINISHED GOODS**

Salaries & Wages  
 
3934.75  
3482.91

Contribution to Provident Fund & Other Funds  
 
278.39  
202.10

Staff Welfare Expenses  
 
961.05  
893.17

 
 
 
5174.19 
 4578.18

**Particulars  **

**25.  EMPLOYEES BENEFIT EXPENSES**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**(Rs. in Lakhs)**

**(Rs. in Lakhs)**

Interest - Working Capital Loans  
 
635.62 
 119.84

Other Borrowing Costs 
 
4.06  
3.25

 
 
 
639.68  
123.09

**Particulars  **

**26.  FINANCE COSTS**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

Depreciation of property, plant and equipment  
 
2982.01  
2938.83

Amortisation expense  
 
0.00 
 0.00

Total depreciation and amortisation expense  
 
2982.01  
2938.83

**Particulars  **

**27.  DEPRECIATION AND AMORTISATION EXPENSE**

**(Rs. in Lakhs)**

**Particulars  **

**28.  OTHER EXPENSES**

Stores Consumed  
708.39  
799.01

Power & Fuel 
 3728.36  
3156.06

Materials Sizing & Fabrication  
95.12  
416.94

Freight Inwards  
26.40  
28.63

Machinery Maintenance  
81.49  
78.34

Building Maintenance  
46.52  
46.19

Vehicle Maintenance  
321.72  
218.68

Printing & Stationary  
21.31  
11.28

Postage & Telephone  
21.42  
17.11

Travelling Expenses  
43.95  
34.44

Insurance  
212.48  
247.77

Licence Fees & Taxes  
128.02  
144.47

Bank Charges  
97.63  
112.99

Professional & Legal Charges  
76.94  
69.78

Salary to Managing Director  
24.00  
24.00

Auditors Remuneration - for Audit fees  
6.00  
6.00

Freight Outwards  
1457.65  
1626.37

Packing Materials  
892.67  
719.34

Brokerage & Commission  
1381.78  
1599.10

Godown Rent  
43.20  
70.20

Advertisement  
3.16  
4.39

Foreign Currency Fluctuation Loss  
622.29  
0.00

Security Service Charges  
64.27  
56.83

CSR Expenses  
236.95  
202.23

Miscellaneous Expenses  
82.90  
58.28

Total  
10424.62  
9748.43

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

**Current tax**

Current tax on profits for the year 
 4194.70  
6442.15

Add: interest  
0.00  
0.00

Adjustments for current tax of prior periods  
13.62  
18.79

Current tax expense  
4208.32  
6460.94

**Deferred Tax**

(Decrease) in DTL - depreciation  
-150.00 
-52.00

Increase(+)/ decrease (-) in DTL - Fair value of Investments  
0.21  
1.25

Deferred tax  
-149.79   
- 50.75

Total Tax expense for continuing Operations  
4058.53 
 6410.19

Less : Tax relating to other comprehensive income  
3.65  
6.42

Total tax expense for the year 
 4054.88  
6403.77

**Particulars  **

**29.1. INCOME TAX RECOGNISED IN PROFIT & LOSS**

**29.  INCOME TAX RELATING TO CONTINUING OPERATIONS**

**(Rs. in Lakhs)**

Profit before tax after exceptional items 
15247.94  
24398.97

Enacted tax rate in India  
25.168%  
25.168%

Computed expected tax expense at enacted tax rate 
 3837.60 
 6140.73

Tax effect on account of items treated seperately  
-0.94  
-4.28

Tax effect on Income that is exempt from taxation  
0.00 
 0.00

Tax effect of non-deductible expenses  
59.71  
50.90

Tax effect on Differnce of book and IT Depreciation  
298.33  
254.80

Total income tax expense recognised for the year 
 4194.70  
6442.15

 
 

**Particulars  **

**29.2. RECONCILIATION OF INCOME TAX EXPENSE TO THE 
         ACCOUNTING PROFIT FOR THE YEAR  **

**(Rs. in Lakhs)**

Remeasurement of defined benefit obligations  
14.49  
25.50

Total  
14.49 
 25.50

Bifurcation of income tax recognised in other comprehensive income 

into:

Items that will not be reclassified to profit or loss  
3.65  
6.42

Items that may be reclassified to profit or loss  
0.00  
0.00

Total  
3.65  
6.42

**Particulars  **

**29.3 . INCOME TAX RECOGNISED IN OTHER COMPREHENSIVE INCOME**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**Year Ended**

**31st March 2023**

**Year Ended**

**31st March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

**i)   Contingent liabilities :
a)  Claims against the company not acknowledged as debt**

Customs Duty  
410.01  
410.01

GST  
139.44  
0.00+

**b)  Other money for which the company is contingently liable**

Export Bills Deposited with the Bank covered under Irrevocable Letter of Credits  
6097.26 
13330.48

Total Contingent Liabilities  
6646.71  
13740.49

**Nature of Disputes and amount of demand**

Customs Duty Demand relating to de-bonding of 100%EOU  
410.01  
410.01

 
  
410.01  
410.01

The company has duly discharged its duty liability on debonding of its 100% EoU. However the department has raised demand 2nd time. 

The demand is disputed. The Hon’ble Madurai Bench of Madras High Court has remitted the matter to the adjudicating authority for de 

novo proceedings  and hence no provision is considered.

**GST **

FY 2017-18 
72.32 
0.00

FY 2018-19 
19.07 
0.00

FY 2019-20 
48.05 
0.00 
 
 

 
  
139.44 
 0.00

**The demands are in respect of non reversal of Input Tax Credit and Demand of GST on free supply of canteen service to the **

**employees. The matter is pending for disposal before Appellate Authority . The company is advised that the demand raised **

is not sustainable in law and hence no provision is considered.  
 

ii) Commitments 
 
 

Estimated amount of contracts remaining

to be executed on capital account not provided for  
1500.00 
 1388.22

Advances made in respect of the above works 
 0.53  
21.65

**Capital Commitments net of advances  
1499.47  
1366.57**

**Total Contingent Liabilities and Commitments  
8146.18 
 15107.06 **

**As at 31st**

** March 2023
Particulars  
As at 31st**

** March 2022**

**30.1.CONTINGENT LIABLITIES AND COMMITMENTS TO THE 
EXTENT NOT PROVIDED FOR**

**(Rs. in Lakhs)**

a) Final dividend paid during the year for the year ended March 31, 2022 is Rs.35/- per share  
2003.75  
0

b) Final dividend paid during the year for the year ended March 31, 2021 is Rs.35/- per share  
0  
2003.75

c) In respect of the current year i.e. FY 2022-23 ,the directors propose that a dividend of Rs. 35/- per share be paid on equity shares. The

equity dividend is subject to approval by shareholders at the Annual Gereral meeting and has not been  included as a liability in these 

financial statements. The total estimated equity dividend to be paid is Rs.2003.75/-Lakh

**Particulars  **

**30.2.  DETAILS OF DIVIDEND  PROPOSED  AND PAID**

**Year Ended**

**31 st   March 2023**

**Year Ended**

**31 st   March 2022**

**30.3. ADDITIONAL REGULATORY INFORMATION **

**30.3.a. Disclosure Not Applicable **

The disclosure requirements with regard to the following regulatory information are not applicable to the company for the reasons stated 

therein against the specified regulatory information disclosure requirement 

1.   Title deeds of Immovable Properties not held in name of the
      Company : 

There are no immovable properties not held in the name of the 
company

2.   Fair value of Investment property : 
There are no Investment property 

3.   Revaluation of property plant and equipment :  
No Revaluation of property Plant & Equipment 

4    Revaluation of Intangible assets : 
No Revaluation of Intangible assets 

5    Loans or advances in the nature of loans granted to promoters, 
      directors, KMPs  and the related parties that are a) repayable
      on demand or without specifying any terms or period of
      repayment : 

 No loans are granted to the specified persons/relatives  

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

6.  Ageing schedule of intangible assets under development : 
There are no Intangible assets under development

7.  Details of Benami property held : 
No Benami property held 

8.  Wilful defaulter : 
No default so as to fall under category of wilful defaulter 

9.  Relationship with struck of companies : 
No Relationship with struck of companies 

10. Registration of charges or satisfaction with Registrar of 
      Companies (ROC) : 

There are no charges omitted to be created / satisfied   

11. Compliance with number of layers of companies: 
No such layers of holding of shares by Companies, shares are 
held by Individual promoters.

12. Compliance with approved scheme of arrangements : 
The company is not part of any approved scheme  of arrangements   

13. Utilisation of Borrowed funds and share premium : 
There are no arrangements or transactions for cross transfers   

**30.3.b. Disclosure Applicable **

 
1.  Ageing schedule of capital work in progress 
 
within 1 year 

 
2.   Where the Company has borrowings from banks or financial institutions the basis of security of  current assets, 

 
 
it shall disclose the following:- 

 
 
(a)  whether quarterly returns or statements of current assets filed by the Company with banks or 

 
 
financial institutions are in agreement with the books of accounts; -  
 
Yes

 
 
(b)  if not, summary of reconciliation and reasons of material discrepancies, if any  to be adequately disclosed. –  
NA 

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**30.3.c.  Disclosure of Ratios **

**Numerator
Denominator**

**Year Ended
31 st   March**

** 2023**

**Year Ended
31 st   March **

**2022**

**Variance**

 (a) Current Ratio 
Current Assets 
Current Liabilities 
5.53 
8.21 
-2.68

 (b) Debt-Equity Ratio* 
- 
- 
NA 
NA 
-

 (c) Debt Service Coverage Ratio* 
- 
- 
NA 
NA 
-

 (d)  Return on Equity Ratio 
Profit After Tax 
Average Equity 
14.52 
27.89 
-13.37 
 

 (e)  Inventory turnover ratio 
Cost of Goods Sold  
Average Inventory 
2.16 
2.41 
-0.25

 (f)   Trade Receivables turnover ratio Sale  of Products 
Average Trade Receivables 
19.23 
29.64 
-10.41

 (g)   Trade payables turnover ratio 
Net Credit Purchase  
Average Trade Payables  
7.22 
12.70 
-5.48

 (h)   Net capital turnover ratio 
Revenue from Operations 
Working Capital  
1.39 
1.79 
-0.40

 (i)    Net profit ratio 
Profit After Tax 
Revenue from Operations 
12.99 
19.44 
-6.45

 (j)    Return on Capital employed 
EBITDA  
Net worth   
0.23 
0.38 
-0.15

 (k)   Return on investment 
Income from Investments  Cost of Investments 
0.06 
0.01  
0.04 

* There are no long term debts and hence (b) Debt-Equity Ratio and (c) Debt Service Coverage Ratio does not arise.

**(Rs. in Lakhs)**

As defined under Micro, Small and Medium Enterprises Development Act, 2006, the disclosure in respect of  the amounts payable to such 

enterprises as at the end of the year has been made in the financial statements  based on information received and available with the Company.

**As at   31st**

**March 2023
Particulars  
As at   31st**

**   March 2022**

**30.4.  DISCLOSURE AS PER SCHEDULE**

The principal amount and the interest due thereon remaining
unpaid to any supplier as at the end of each accounting year  
166.93 
127.86

The amount of interest paid by the Company along with the amounts
of the payment made to the supplier beyond the appointed day during the year 
Nil 
 Nil

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 interest specified under this Act 
Nil  
Nil

The amount of interest accrued and remaining unpaid at the end of the year  
Nil  
Nil

The amount of further interest remaining due and payable even in the succeeding years, 
until such date when the interest dues as above are actually paid to the small enterprise 
Nil  
Nil

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)**

**30.5.  FINANCIAL INSTRUMENTS**

**i) Financial Instruments by category**

**Particulars**

**As at 31st March 2023
As at 31st March 2022**

**FVTPL 
FVTPL 
FVTOCI  
FVTOCI  
Amortised**

**Cost**

**Amortised**

**Cost**

**Financial Assets**

 
(a) Cash and cash equivalents  
 
 
-  
-  
16937.78 
-  
-  
27955.99

 
(b) Bank Balances other than (a) above  
 
 
- 
- 
10789.00 
- 
- 
0.00

   ( c) Other financial assets-Non current  
 
 
-  
-  
926.09 
-  
-  
760.18

 
(d) Trade receivables  
 
 
-  
-  
3911.32   
-  
-  
4586.98

 
(e) Other financial assets- Current  
 
 
- 
-  
2346.88  
-  
-  
2652.28 

 
(f) Investments in subsidiaries  
 
 
-  
-  
-  
-  
-  
-

 
(g) Investments in equity  
 
 
44.34 
-  
-  
43.50  
-  
-

**Total  
 
 
44.34 
0.00  
34911.07 
43.50  
0.00  
35955.43**

**Financial Liabilities**

 
(a) Borrowings  
 
 
-  
-  
0.00  
-  
-  
0.00

 
(b) Trade payables  
 
 
-  
-  
12269.15 
-  
-  
6025.01

 
(c) Other financial liabilities - Non current  
 
 
- 
- 
823.26 
- 
- 
670.58 

 
(d) Other financial liabilities 
 
 
- 
 -  
1321.89 
-  
-  
925.72

 
(e) Other Current liabilities  
 
 
- 
- 
71.85  
- 
- 
204.16 

**Total  
 
 
0.00  
0.00  
14486.15 
0.00  
0.00  
7825.47**

Financial assets  
 
 
 
 
34955.41 
 
 
35998.93

Financial liabilities  
 
 
 
 
14486.15 
 
 
7825.47

**(Rs. in Lakhs)
ii) Fair Valuation techniques and Inputs used - recurring Items  **

Financial assets measured at Fair value

Financial assets

Investments

i) Quoted Equity investments  
 
 
44.34 
43.50

Total financial assets  
 
 
44.34 
43.50

**Particulars  
Fair value as at
31 March 2023**

**Fair value as at
31 March 2022**

**iii) Fair Value of financial assets and liabilities measured at amortised cost**

The carrying amounts of trade receivables, trade payables and cash and cash equivalents are considered to be the same as their fair values, due to 
their short term and settlement on demand nature.

For all other financial assets and liabilities measured at amortised cost, the Company considers that their carrying amounts approximates their 
fair values

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)
30.6.  AUDITORS' REMUNERATION**

**Year Ended   **

**31st March 2023
Particulars  
Year Ended   **

**31st March 2022**

For Audit  
6.00 
6.00

For Other works and Reimbursement of Expenses  
0.00 
0.00

 
 
6.00 
6.00

**(Rs. in Lakhs)
30.7. CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE **

**Particulars  **

Amount spent through approved trusts and institutions 
0.00 
0.00

Amount spent directly 
236.95 
202.23

**Total 
236.95 
202.23**

Amount required to be spent as per Sec. 135 of the Act 
269.00 
164.23

Amount spent during the year on:-

Construction / acquisition of an asset 
18.00 
19.87

On purposes other than above 
218.95 
182.36

**Total 
236.95 
202.23**

Excess (+) /Shortfall(-) Carried Forward 
37.99 
0.00

Excess (+)/Shortfall(-)  spent for the year  
-32.05 
37.99

Setoff of expenditure incurred in FY 2021-22 
32.05 
0.00

Balance Carried 
5.94 
37.99

**(Rs. in Lakhs)
30.8.  EARNINGS PER SHARE**

**Particulars  **

Earnings used in the calculation of Basic and diluted earnings per share (Rs in Lakhs) 
11189.40 
17988.78 
 

Weighted Average Number of Equity Shares used for the

purpose of calculating basic and diluted earnings per share  
5725000  
5725000

Nominal Value per Equity Share [in Rs.]  
10.00  
10.00

Basic & Diluted Earnings Per Share [in Rs]  
195.45 
314.21

**Year Ended   **

**31st March 2023**

**Year Ended   **

**31st March 2022**

**Year Ended   **

**31st March 2023**

**Year Ended   **

**31st March 2022**

CSR Expenses relating to gross amount required to be spent for the year and the actual amount spent
 by the Company during the year is furnished as Annexure to the Directors’ Report.

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**30.9.  RELATED PARTY TRANSACTIONS
Related party Relationships  
 **

**Key Management personnel**

Sri.P.V.Chandran 
 
 Chairman and Managing Director 

Wholly Owned Subsidiary   
 
 Nil 

Other Realted parties 
 
 Nil 

Related to Key Management personnel 
 
N
 ature of relationship 

Mrs.Vidya Jyothish Pillai  
 
 Daughter of Sri.P.V.Chandran 

Mrs.Bhavya Chandran  
 
 Daughter of Sri.P.V.Chandran

**(Rs. in Lakhs)
Key Management personnel compensation**

**Particulars  **

Short term employee benefits 
24.00 
24.00

Post employment benefits 
0.00 
0.00

Total compensation 
24.00 
24.00

**Other related parties   
 
 **

Director's Sitting Fees paid to 
 
 

Mrs.Vidya Jyothish Pillai  
2.00 
2.00

Mrs.Bhavya Chandran  
1.00 
1.00 
 
 

Note : Related party relationships are as identified by the Management  

**(Rs. in Lakhs)
30.10  EMPLOYEE DEFINED BENEFIT AND CONTRIBUTION PLANS **

**Particulars  **

Present Value Of Obligations
Obligations at the beginning of the year*  
168.34  
135.78

Interest Cost  
11.79  
9.51

Current Service Cost  
13.05  
11.51

Past service Cost  
0.00  
0.00

Benefit paid  
-8.37  
-3.61

Actuarial (Gain) / Loss on obligations  
2.65  
15.16

Obligations at the end of the year  
187.46  
168.35

 
Fair value of Plan assets
Fair value of Plan assets, beginning of the year  
153.43  
114.22

Expected return on plan assets  
13.00  
10.68

Contributions  
28.18  
32.14

Benefit paid  
-8.37  
-3.61

Fair value of Plan assets, end of the year  
186.24  
153.43

Funded Status 
 -1.22  
-14.92

Expenses to be recognized for the current year
Current Service Cost  
13.05  
11.51

Interest Cost  
11.79  
9.51

Expected return on plan assets 
-13.00 
 -10.68

Net Actuarial (Gain) / Loss recognized in the year  
2.65  
15.16

Expense to be recognized in other comprehensive income  
14.49  
25.50

Actuarial Assumption
Discount Rate  
7.00%  
7.00%

Salary Escalaration  
6.50%  
6.50%

**Year Ended   **

**31st March 2023**

**Year Ended   **

**31st March 2022**

**Year Ended   **

**31st March 2023**

**Year Ended   **

**31st March 2022**

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

**(Rs. in Lakhs)
30.11 . GEOGRAPHICAL SEGEMENT**

Information about major customers Contributing 10 % or more to the Company's revenue  
 
 

The sale revenue includes sale to three customers amounting to Rs. 40285 Lakhs (Previous year three customers amounting to 
Rs. 42458 Lakhs)  contributing more than 10% of the company's sale revenue in each case. 
 

30.12. APPROVAL OF FINANCIAL STATEMENTS  
 

The Financial statements were apporved for issue by the Board of Directors on 26.05.2023

30.13. FINANCIAL RISK MANAGEMENT OBJECTIVES 
 

The Company prima facie is exposed to financial risks  which is  inclusive of Market risk, Interest rate risk  ,Price risk, Credit risk and Liquidity 
risk. 

Market Risk : The substantial  operations of the Company are into exports and imports and are subject to  Foreign Currency Fluctuation risk. 
The Company  enters into Foreign Currency forward contracts based on underlying to mitigate such Flutucation risks. Further the Company is  
also having natural hedge on account of exports exceeding imports.

**The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at 
the end of the reporting period are as follows: 
 
 **

Liabilities

PCFC  
USD  
0.00  
0.00  
0.00  
0.00

Acceptances  
USD  
12648395.27 
5459098.03 
10394.57 
4144.00

Advances Received  
USD  
35095.27 
101891.00  
28.84 
77.35

Sundry Creditors  
USD  
277248.49 
292588.24   
227.85 
222.10 

Libor Interest  
USD  
156472.40 
7250.65  
128.59 
5.50 

 
 
13117211.43 
5860827.92 
10779.85 
4448.95

Assets

Sundry Debtors  
USD  
3977410.21 
5477649.47 
3268.68 
4158.08

Debit Note  
USD  
30391.72 
23805.44 
24.97 
18.07

EEFC  
USD  
653.84 
882246.73 
0.54 
669.71

 
 
4008455.80 
6383701.64 
3294.19  
4845.86

Net Exposure  
USD  
-9108755.63 
522873.72 
-7485.66  
396.91 

The earnings in Foreign Currency out of exports would easily cover deficit exposure, if any, further the forward cover would protect the

fluctuations.

**Particulars
Amount in foreign currency**

**USD**

**31.03.2023
31.03.2022
31.03.2023
31.03.2022**

**Equivalent**

**INR**

 
 
 
 

** 
Particulars 
Europe 
Asia 
North  
Africa 
India* 
Total**

** 
 
 
 
America**

 Sale of Goods  
1551.54 
41430.84 
1311.97 
7510.61 
29891.90 
81696.86

 (Figures in Brackets relates to Previous Year) 
(1997.3) 
(52196.89) 
(1339.47) 
(2807.03) 
(29596.03) 
(87936.72)

**(Rs. in Lakhs)**

* India Segment includes SEZ exports 

**(Rs. in Lakhs)**

**31-03-2023
FOREIGN CURRENCY SENSITIVITY ANALYSIS (USD) 
31-03-2022**

 

Foreign Currency sensitivity analysis (USD)  
 
 
 
 

Impact on profit : 5% increase in currency rate 
 
 
 
 
-374.28 
19.85

Impact on profit : 5% decrease in currency rate 
 
 
 
 
374.28 
-19.85

**Interest Rate Risk: The Company's working capital borrowings are short term in nature and hence any fluctuation in market **

interest rates would not impact the profitablity of the Company in terms of debt servicing and liquidating of such borrowings.

 
 
 
 
 

**Price Risk: The price risk arises on account of holding marketable financial assets. The company's equity investmements forms **

insignificant  portion and hence any price fluctuation would not have any impact over the financial position of the company.

 
 
 
 
 

**Credit Risk : Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing **

to discharge an obligation. The credit risk in trade receivables is managed by selling goods to specific orders and reputed 

customers . Exports are made against irrevocable letter of credits .  
 
 
 
 

Domestic sales  are largely against advance payments. However certain exceptions are made in specific cases .There are no 

other financial assets  carrying credit risk. 
 
 
 
 

 
 
 
 
 

**Liquidity Risk: Liquidity risk refers to the risk that the company cannot meet its financial obligations. The Company carries **

substantial current assets to pay off short term obligations arising from  working capital bank borrowings , trade payables and 

other related liabilities . 
 
 
 
 

 
 
 
 
 

**Capital Management: The company manages its capital to ensure that it will continue to operate as a going concern while **

maximising the return to stakeholders. The core focus is to safeguard and maintain the company's financial stablity and 

independence. The fund requirements of the company are generally met through internal accruals. The working capital 

borrowings are meant for agumenting current assets. Substantial capital assets and current assets are built and maintained

**AMBIKA COTTON MILLS LIMITED**

**st 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023**

30.14. 
Previous year’s figures have been regrouped / reclassified, wherever necessary, to conform with the current period presentation.

Place : Coimbatore
Date  : 26.05.2023

As per our report of even date attached                                                      
For S. Krishnamoorthy & Co., 
Chartered Accountants
Firm Reg. No. 001496S

 For and on behalf of the Board
Sd/-
 P.V. Chandran
(Chairman and Managing Director)
(DIN : 00628479)
 

Sd/-
(B. Krishnamoorthi)
Membership No. 020439
Partner

Sd/-
Dr.K.Venkatachalam
(Director) 
(DIN : 01062171)

Sd/-
E.M. Nagasivam
(Director)
(DIN : 07894618)

 Sd/-
Radheshyam Padia 
(Company Secretary) 

Sd/-
M.Vijayakumar 
(Chief Financial Officer)



**Book-post**

**To:**

From

**Regd.Office : AMBIKA COTTON MILLS LIMITED
 
 
 9 A , Valluvar Street,**

 
 
 Sivanandha Colony,

 
 
 Coimbatore - 641 012.