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Directors Report of Sicagen India Ltd.
Mar 31, 2025
Your Directors are pleased to present the 21st Annual Report and the Audited Financial Statements of the Company for
the year ended 31st March 2025.
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2025 is summarized below:
(C in Lakhs)
|
Year ended |
Year ended |
|
|
Revenue from operations |
53916 |
47696 |
|
Other Income |
687 |
608 |
|
Total Revenue |
54603 |
48304 |
|
Profit before Finance Cost, |
||
|
Depreciation and Tax |
2906 |
2262 |
|
Finance Cost |
581 |
546 |
|
Depreciation |
537 |
501 |
|
Profit Before Exceptional Items |
1788 |
1215 |
|
Exceptional Items |
214 |
- |
|
Profit Before Tax |
2002 |
1215 |
|
Provision for Tax |
549 |
330 |
|
Profit After Tax |
1453 |
885 |
|
Other Comprehensive Income |
407 |
970 |
|
Total Comprehensive Income for the year |
1860 |
1855 |
|
Opening balance in other equity |
38369 |
36751 |
|
Appropriations |
||
|
General Reserve |
- |
- |
|
Dividend on Equity shares |
396 |
237 |
|
Earnings per share (EPS) in Rs. |
3.67 |
2.24 |
STATE OF COMPANY''S AFFAIRS
Review of Operations
During the year 2024-25, the total revenue of the Company
was Rs.54,603 Lakhs as compared to Rs.48,304 Lakhs for
the previous year 2023-24. Profit before tax for the year
2024-25 was Rs.2,002 Lakhs as against Rs.1,215 Lakhs in
the previous year.
⢠Building Materials division has posted a total
revenue of Rs.43,744 Lakhs and a profit before tax
of Rs.202 Lakhs in the FY 2024-25 as against
Rs.39,294 Lakhs and Rs.233 Lakhs respectively in
previous FY 2023-24.
⢠Power & Control Systems division has posted a total
revenue of Rs.4,835 Lakhs FY 2024-25 as compared
to Rs.3,443 Lakhs in the previous FY. The profit
before tax was Rs. 956 Lakhs in FY 2024-25 when
compared to Rs.620 Lakhs in the previous FY 2023¬
24.
⢠Industrial Packaging division has posted total
revenue of Rs.3,986 Lakhs this year as compared to
Rs.4,027 Lakhs in 2023-24. The profit before tax of
this division for the FY 2024-25 was Rs.655 Lakhs as
compared to Rs. 599 lakhs previous FY 2023-24.
⢠Speciality Chemicals division has posted a total
revenue of Rs.1,105 Lakhs and profit before tax of
Rs.300 Lakhs in FY 2024-25 as compared to Rs.975
Lakhs and Rs.222 Lakhs respectively in previous FY
2023-24.
Dividend
Your Directors are pleased to recommend a dividend of
Re.1/- per equity share (10% on equity capital of the
Company) for the financial year 2024-25. Total dividend
pay-out for the year is Rs.395.72 Lakhs and necessary tax
on dividend will be deducted as per Income Tax Act. The
dividend shall be paid to the eligible shareholders whose
names appear in the Register of Members as on the record
date fixed by the Board.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the Company
has complied with requirements and the details of which
are disclosed hereunder.
1. Annual Return
As per Section 92(3) of the Companies Act, 2013,
Annual return (Form MGT-7) of the Company is
disclosed on Company''s website under the web-link:
https://www.sicagen.com/investors/annual-return/
2. Number of Board Meetings
The Board of Directors met 5 (Five) times in the year
2024-25. The details of the Board meetings and the
attendance of the Directors are given in the
Corporate Governance Report.
3. Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act,
2013 Board of Directors confirm that:
(a) in the preparation of the Annual Accounts, the
applicable accounting standards have been
followed and that no material departures have
been made from the same.
(b) they have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the financial year and of the profit and
loss of the Company for that period.
(c) they have taken proper and sufficient care 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 preventing and
detecting fraud and other irregularities.
(d) they have prepared the annual accounts on a
going concern basis.
(e) they have laid down internal financial controls
to be followed by the Company and such
internal financial controls are adequate and
are operating effectively and;
(f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems were adequate and
operating effectively.
4. Details in respect of frauds reported by auditors
During the year under review, the Auditors have not
reported under Section 143(12) of the Companies
Act, 2013, any instances of fraud committed against
the Company by its officers or employees, in form
ADT-4 as prescribed under Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.
5. Statement on declaration given by Independent
Directors
The Company maintains the requisite number of
Independent Directors as required under Section
149(4) of the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The Company has
received necessary declaration from each
Independent Director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing
Regulations.
6. Remuneration Policy
The Company follows a policy on remuneration of
Directors, Key Managerial Personnel and Senior
Management Personnel including criteria for
determining qualification, positive attributes
and independence of Directors. The following is
the Remuneration Policy for both Executive
and Non-Executive Directors which is
also available on Company''s web-link:
https://www.sicagen.com/investors/policies/
(i) . For Executive Directors
The remuneration of the Whole Time Directors
shall comprise of a fixed component and a
performance linked pay, as may be
recommended by the Nomination and
Remuneration Committee and subsequently
approved by the Board of Directors and
Members. Performance Linked Pay shall be
payable based on the performance of the
individual and the Company during the year.
Remuneration trend in the industry and in the
region, academic background, qualifications,
experience and contribution of the individual
are to be considered in fixing the
remuneration. These Directors are not eligible
to receive sitting fees for attending the
meetings of the Board and Committees.
(ii) . For Non-Executive Directors
The Non-Executive Directors will be paid sitting
fees for attending the Board and Committee
Meetings as per the stipulations in the Act, and
the Articles of Association of the Company and
as recommended by the Nomination and
Remuneration Committee. Different scales of
sitting fee may be fixed for each category of
the directors and type of meeting. However,
the fees payable to the Independent Directors
and Woman Directors shall not be lower than
the fee payable to other categories of
directors. In addition to this, the travel and
other expenses incurred for attending the
meetings are to be met by the Company.
Subject to the provisions of the Act and the
Articles of Association, the Company in
General Meeting may, by special resolution,
sanction and pay to the Directors
remuneration not exceeding 1% of the net
profits of the Company computed in
accordance with the relevant provisions of the
Act. The Company shall have no other
pecuniary relationship or transactions with any
Non-Executive Directors.
7. Explanation of Board on qualification of Statutory
Auditors & Secretarial Auditor, if any
The Auditors'' Report for the financial year 2024-25
does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the
financial statements in this Annual Report.
As required by the Listing Regulations, the Practicing
Company Secretary''s certificate on Corporate
Governance for the financial year 2024-25 is
enclosed as Annexure to this Annual report. The
certificate does not contain any qualification,
reservation or adverse remark.
The Secretarial Auditors'' Report for the financial year
2024-25 does not contain any qualification,
reservation or adverse remark. The Secretarial
Auditors'' Report is enclosed as Annexure to this
Annual report.
8. Particulars of loans, guarantees or investments
given or made by the Company
During the year under review, Company has not
given any loan, guarantee or provided any security
and made any investments in excess of the limits
prescribed under Section 186 of the Companies Act,
2013. The information relating to investments, loans,
etc., form part of the notes to the financial
statements provided in this Annual Report.
9. Related Party Transactions
The related party transactions entered into with
related parties during the year under review were
in the ordinary course of business and at arm''s
length basis and in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015. There were no materially
significant related party transactions made by the
company with promoters, directors or key
managerial personnel etc., which may have potential
conflict with the interest of the company at large.
Since there are no transactions that are not in arms''
length basis and material in nature, disclosure under
AOC-2 does not arise.
10. Amount transferred or proposed to be transferred
to any reserves
The Company has not transferred or proposed to
transfer any amount to any reserves as there is no
necessity to transfer such amount as required under
the Companies Act, 2013.
11. Material changes and commitments, if any,
affecting the financial position of the Company
There are no material changes and commitments
affecting the financial position of the Company
between the end of the financial year i.e., 31st March,
2025 and the date of this report.
12. Transfer of unclaimed dividend/shares to the IEPF
account
As required under the provisions of Section 124 and
other applicable provisions of Companies Act, 2013,
and the rules and amendments made thereunder,
the Company is required to transfer the dividends
that remain unpaid/unclaimed for a period of 7
(seven) consecutive years or more to Investor
Education and Protection Fund (IEPF) and also all
the equity shares in respect of which dividends
remain unclaimed/unpaid for a period of seven
consecutive years or more to IEPF account
administered by the Central Government. During the
year, the Company has transferred the unclaimed
dividend amount of Rs.6,63,389.40. pertaining to the
financial year 2016-17 to IEPF account and also
transferred 70,917 equity shares belonging to 989
shareholders underlying the unclaimed dividend
amount & unclaimed suspense account to IEPF. The
dividend and shares transferred to the IEPF can be
claimed back by the concerned shareholders from
the IEPF Authority after complying with the
procedure prescribed under the Rules.
As on 31st March 2025, an amount of Rs.6,82,105.80
is lying in the unclaimed dividend account of the
Company pertaining to the financial year 2017-18
and it would be transferred to the IEPF account
before 10.10.2025. The members who have not
claimed their dividends pertaining to the financial
year 2017-18, may write to the Company/RTA on or
before 25.09.2025 for claiming the same before
transfer to the IEPF account.
The Company is also in the process of transfer of
shares in respect of which dividends remain
unclaimed for last 7 years or more to IEPF account.
Members may after completing the necessary
formalities, claim their unclaimed dividends
immediately to avoid transfer of the underlying
shares to the IEPF.
Year-wise amounts of unpaid / unclaimed dividends
lying in the unpaid accounts up to the year, and the
corresponding shares, which are liable to be
transferred are available on our website, at https://
www.sicagen.com/investors/unpaid-dividends-
share-transfer-to-iepf/
13. Particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo
Particulars required to be disclosed under Section
134 of the Companies Act, 2013 read with the Rule
8(3) of the Companies (Accounts) Rules, 2014
relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo are
given in Annexure I, which forms part of this Report.
14. Risk Management Policy
Risk Management Policy for identifying and
managing risk, at the strategic, operational and
tactical level, has been adopted by the Company. Our
risk management practices are designed to be
responsive to the ever-changing Industry dynamics.
At present the Company has not identified any
element of risk which may threaten the existence
of the Company. However, the Constitution of a Risk
Management Committee as per Regulation 21 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is not applicable to
the Company.
15. Corporate Social Responsibility (CSR)
The Company has constituted a CSR Committee of
Board of Directors and has adopted a CSR Policy. The
same is posted in the Company''s website at
https://www.sicagen.com/ investors/policies/
The Company is carrying out its CSR activities
through AM Foundation, Not-For-Profit
Organisation. A report in prescribed format detailing
the CSR expenditure for the year 2024-25 forming
part of this report is attached herewith as separate
Annexure II.
16. Evaluation of Board
Your Company has a structured framework for
evaluation of the Individual Directors, Chairperson,
Board as a whole and its committees. The
Independent Directors at their Meeting held on
21.03.2025 evaluated the performance of Non-
Independent Directors, Board as a whole,
Chairperson and assessed the quality, quantity and
timeliness of flow of information between the
Company Management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties.
The Board of Directors at their Meeting held on
26.03.2025 evaluated the performance of all
Independent Directors and the Board as a whole and
its committees and assessed the quality, quantity
and timeliness of flow of information between the
Company Management and the Board through
circulation of questionnaires, to assess the
performance on select parameters relating to roles,
responsibilities and obligations of the Board and
functioning of the Committees. The evaluation
criteria were based on the participation,
contribution and guidance offered and
understanding of the areas etc., which are relevant
to the Directors in their capacity as Members of the
Board/Committees.
17. Directors and Key Managerial Personnel (KMP)
As on the date of the Report, the Board comprises
of 8 Directors including 2-woman Directors. Out of
8 Directors, 4 are Independent Directors of whom 1
Woman Director. All the Independent Directors have
furnished necessary declaration under Section 149
(7) of the Act and under Regulation 25(8) of the
Regulations. As per the said declarations, they meet
the criteria of independence as provided in Section
149 (6) of the Act and the Regulations. All of them
have confirmed that they have registered
themselves with the Indian Institute of Corporate
Affairs under Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, as
amended.
In accordance with provisions of Sec. 152(6) of the
Companies Act, 2013 and the Articles of Association
of the Company, Mr. R. Chandrasekar and Mr. Ashwin
C Muthiah, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and
being eligible, offers themselves for re-election.
Mr. S. Radhakrishnan, Independent Director and
Mrs. Devaki Muthiah Chardon, Non-Executive Non¬
Independent Director have tendered resignations due
to their preoccupation and professional commitments
on 12.08.2025. The Board at its meeting held on
12.08.2025 placed on record its appreciation for the
valuable services rendered by the above Directors
during their tenure.
Consequent to the resignation of
Mr. S. Radhakrishnan from the Board of the
Company, he ceased to be a Director in the material
subsidiary Company namely Wilson Cables Pte Ltd.
At his place Mrs. Rita Chandrasekar, Independent
Director was nominated as Director in the aforesaid
material subsidiary Company.
The Board at its meeting held on 12.08.2025 has re¬
appointed Mr. Nandakumar Varma as Whole Time
Director for further period of 3 years with the same
terms w.e.f. 03.11.2025 and recommended for the
shareholders'' approval at the ensuing Annual
General Meeting.
18. Composition of Committees
As on 31st March 2025, the Board has 4 Committees
namely Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration
Committee and Corporate Social Responsibility
Committee. A detailed note on the composition of
the Board and its committees is provided in the
corporate governance report and also available in
Company''s website at https://www.sicagen.com/
investors/board-of-directors-committees/
19. Deposits
The Company has not invited or accepted any
deposits during the year under review and there are
no deposits covered under Chapter V of the
Companies Act, 2013 (the Act) during the year 2024¬
25, the details of which are not required to be
furnished.
20. Significant and material orders passed by the
regulators or courts or tribunals
There are no significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and Company''s operations
in future.
21. Internal Financial Control
The Company has a proper and adequate internal
control system to ensure that all the assets of the
Company are safeguarded and protected against any
loss that all the transactions are properly authorized
and recorded and Information provided to
management is reliable and timely. The Company
ensures adherence to all statues. The strong and
robust internal control system is in place with
appropriate policies and procedures to ensure the
achievement of operational and strategic goals,
compliance with policies, rules and regulations,
prevention and detection of frauds and errors,
accuracy and completeness of accounting records,
and economical and efficient use of resources.
The Company has engaged M/s. Sundar Srini &
Sridhar, Chartered Accountants, Chennai for the
Internal Audit function to continuously monitor the
effectiveness of internal controls. Audits are
conducted on an ongoing basis and all significant
deviations are brought to the notice of the Audit
Committee. Corrective action is recommended for
implementation by the Audit Committee. All these
measures do facilitate timely detection of any
irregularities and provide early remedial steps. The
Audit Committee approves the audit plan assigned
to the internal auditors and the audit plan is
reviewed annually. Further, the Audit Committee
also reviews the quarterly reports submitted by
internal auditors critically and all material deviations
are seriously viewed.
22. Proceedings under Insolvency and Bankruptcy
Code, 2016
No application has been made or any proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company during the
year under review.
23. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of the
Companies Act, 2013 read with the Rule 7 of the
Companies (Meetings of Board and its powers)
Rules, 2014 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations 2015, the Company has established a
vigil mechanism for its directors and employees to
report their grievances or genuine concerns about
unethical behaviour, actual or suspected fraud or
violation of the Company''s code of conduct. In order
to prevent fraudulent activities and also to ensure a
corruption free work environment, a detailed whistle
blower policy has been laid down by the Board. The
details of the whistle blower policy are posted on
the Company''s website https://www.sicagen.com/
investors/policies/
24. Internal Complaints Committee
The Company has complied with the provisions of
the constitution of Internal Complaints Committee
to prevent and prohibit any form of Sexual
Harassment of Women at workplace and provide
redressal for woman employees as required under
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint of
sexual harassment during the year.
25. Compliance with Secretarial Standards
The Company has devised proper systems to ensure
compliance with the provisions of all applicable
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and
that such systems are adequate and operating
effectively.
26. Particulars of Employees
The particulars of employees required under Section
197(12) read with Rule 5 of the Companies
(Appointment and remuneration of Managerial
Personnel) Rules, 2014 are given in Annexures III &
IV, and form part of this Report.
27. Corporate Governance Report
A Report on Corporate Governance as stipulated
under Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 forms
part of this Annual Report. The requisite certificate
from a Practicing Company Secretary confirming
compliance with the conditions of Corporate
Governance as required under the above Regulation
is attached to this Report.
28. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the
year under review, as stipulated under Regulation
34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 is attached along
with this report.
29. Auditors
(a) . Statutory Auditors
At the 18th Annual General Meeting (AGM) of
the Company, M/s. SRSV & Associates,
Chartered Accountants, were re-appointed as
Statutory Auditors of the Company for a
further period of 5 years and they will hold
office up to the conclusion of the ensuing 23 rd
AGM.
(b) . Secretarial Auditor
The Company has appointed M/s. KRA &
Associates, Practicing Company Secretaries,
Chennai to carry out necessary secretarial
audit for the financial year 2024-25 as required
under Section 204 of the Companies Act, 2013.
The Secretarial Audit Report issued by
Secretarial Auditor for the year ended 31st
March 2025 is given in the Annexure V.
Pursuant to Regulation 24A(1)(b) of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board of
Directors has appointed M/s. KRA &
Associates, Practicing Company Secretaries as
Secretarial Auditors of the Company for the
first term of 5 (five) consecutive years w.e.f.
01.04.2025 subject to approval of shareholders
at the ensuing Annual General Meeting.
(c) . Cost Auditor and Cost Audit Report
Pursuant to Section 148 of the Companies Act,
2013 read with the amended rules thereof, the
Board of Directors on recommendation of the
Audit Committee, has appointed
M/s. J. Karthikeyan & Associates, Cost
Accountant as Cost Auditor of the Company
for the financial year 2025-26 to carry out
necessary cost audit in respect of
manufacturing activities of the Company such
as specialty chemicals, drums manufacturing
and governor services. The Board has
recommended the remuneration payable to
the above Cost Auditor for ratification of
shareholders at the ensuing AGM.
30. Share Capital
The Authorized Share Capital of the Company is
Rs.75,00,00,000 divided into 5,00,00,000 equity
shares of Rs.10 each and Rs.25,00,00,000 divided
into 2,50,00,000 Redeemable Preference Shares of
Rs.10 each respectively. The paid-up share capital
of the Company as on 31st March 2025 remains
unchanged at Rs.39,57,16,840/- consisting of
3,95,71,684 equity shares of Rs.10/-each.
31. Dematerialization of Equity Shares
As at 31st March 2025, 3,90,81,979 equity shares
representing 98.76% of the paid-up share capital of
the Company have been dematerialized. The
shareholders holding shares in physical form are
advised to dematerialize their equity shares to avoid
the risks associated with holding the share
certificates in physical form.
32. Subsidiary, Associates and Joint Venture Companies
Pursuant to Section 136 of the Companies Act, 2013
which has given exemption from attaching the
annual reports of subsidiary companies along with
the annual report of the Company, the copies of
Balance Sheet, Statement of Profit and Loss, Report
of Directors & Auditors and other related
information for the year ended 31st March 2025 of
Wholly Owned Subsidiaries namely South India
House Estates And Properties Ltd. and Wilson Cables
Pte Ltd. (Material Subsidiary) are not attached with
this annual report. However, the financial
statements of the aforesaid subsidiary Companies
are available for inspection by any member at the
registered office of the Company and also available
at the Company''s website https://sicagen.com/
financials-for-subsidiaries/
Pursuant to Section 129(3) of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the
financial statements of the aforesaid Subsidiary
Companies for the year ended 31st March 2025,
forming part of this report is attached herewith as
separate Annexure in Form AOC-1. The Company do
not have any Associates or Joint Venture Companies.
33. Consolidated Financial Statements
In accordance with Indian Accounting Standard (Ind
AS) 110 of Institute of Chartered Accountants of
India and Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations 2015, the consolidated financial
statements are prepared by the Company. The
audited consolidated financial statements together
with auditors'' report for the financial year ended
31st March 2025 are attached with this annual
report.
Acknowledgement
Your Directors take this opportunity to express their
gratitude to Company''s Bankers, NBFCs, Customers,
Suppliers, Govt. Departments and other business
associates for their unstinted support extended to
the Company. Your Directors wish to place on record,
their appreciation of the efficient and dedicated
services rendered by the employees at all levels
across the Company. We are sincerely grateful to all
the shareholders for their confidence, faith and
support in the endeavours of the Company.
For and on behalf of the Board
Place: Chennai Ashwin C Muthiah
Date: 12.08.2025 Chairman
(DIN : 00255679)
Mar 31, 2024
Your Directors are pleased to present the 20th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2024.
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2024 is summarized below:
(? in Lakhs)
|
Year ended 31st March 2024 |
Year ended 31st March 2023 |
|
|
Revenue from operations |
47696 |
43874 |
|
Other Income |
608 |
676 |
|
Total Revenue |
48304 |
44550 |
|
Profit before Finance Cost, Depreciation and Tax |
2276 |
2172 |
|
Finance Cost |
546 |
445 |
|
Depreciation |
501 |
619 |
|
Profit Before Exceptional Items |
1229 |
1108 |
|
Exceptional Items |
â |
875 |
|
Profit Before Tax |
1229 |
1983 |
|
Provision for Tax |
333 |
271 |
|
Profit After Tax |
896 |
1712 |
|
Other Comprehensive Income |
970 |
(818) |
|
Total Comprehensive Income for the year |
1866 |
894 |
|
Opening balance in other equity |
37496 |
36701 |
|
Appropriations |
||
|
General Reserve |
â |
- |
|
Dividend on Equity shares |
237 |
237 |
|
Earnings per share (EPS) in ? |
2.26 |
4.33 |
STATE OF COMPANY''S AFFAIRS Review of Operations
During the year 2023-24, the total revenue of the Company was ? 48,304 Lakhs as compared to ? 44,550 Lakhs for the previous year 2022-23. Profit before tax for the year 202324 was ? 1,229 Lakhs as against ? 1,983 Lakhs in the previous year.
⢠Building Materials division has posted a total revenue of ? 39,294 Lakhs and a net profit of ? 233 Lakhs in the current year as against ? 35,868 Lakhs and ? 407 Lakhs respectively in previous year.
⢠Power & Control Systems division has posted a total revenue of ? 3,443 Lakhs as compared to ? 2,967 Lakhs in the previous year. The net profit was ? 620 Lakhs when compared to ? 544 Lakhs in the previous year.
⢠Industrial Packaging division has posted total revenue of ? 4,027 Lakhs this year as compared to
? 4,041 Lakhs previous year. The net profit of this division for the current year was ? 599 Lakhs as compared to ? 649 Lakhs previous year.
⢠Speciality Chemicals division has posted a total revenue of ? 975 Lakhs and net profit of ? 222 Lakhs as compared to X 1024 Lakhs and ? 224 Lakhs respectively in previous year.
Dividend
Your directors are pleased to recommend a dividend of 60 paise per equity share (6% on equity capital of the Company) for the financial year 2023-24. Total dividend pay-out for the year is ? 237 Lakhs and necessary tax on dividend will be deducted as per Income Tax Act. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date (12.09.2024) fixed by the Board.
Merger of Subsidiary Company
The Scheme of Amalgamation of wholly owned subsidiary
Danish Steel Cluster Private Ltd with your Company was approved by the Hon''ble National Company LawTribunal, Chennai Bench vide Order dated 09.05.2024 and received by the Company on 14.05.2024. Consequent to the said Scheme, the aforesaid Subsidiary Company got merged with your Company with effect from 01.10.2021 (appointed date). As stated in the aforesaid note, effect to the terms of amalgamation will be given during the first quarter of FY 2024-25.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.
1. Annual Return
As per Section 92(3) of the Companies Act, 2013, Annual return (Form MGT-7) of the Company is disclosed on Company''s website under the web-link: https://www.sicaeen.com/investors/annual-return/
2. Number of Board Meetings
The Board of Directors met 5 (Five) times in the year 2023-24. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this report.
3. Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 Board of Directors confirm that:
(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.
(c) they have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities.
(d) they have prepared the annual accounts on a going concern basis.
(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
4. Details in respect of frauds reported by auditors
During the year under review, the Auditors have not reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
5. Statement on declaration given by Independent Directors
The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
6. Remuneration Policy
The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualification, positive attributes and independence of Directors. The following is the Remuneration Policy for both Executive and Non-Executive Directors which is also available on Company''s web-link: https://www.sicaeen.com/investors/policies/
(i). For Executive Directors
The remuneration of the Whole Time Directors shall comprise of a fixed component and a performance linked pay, as may be recommended by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.
(ii). For Non-Executive Directors
The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of theCompanyand as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may, by special resolution, sanction and pay to the Directors remuneration not exceeding 1% of the net profits of the Company computed in accordance with the relevant provisions of the Act. The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors.
7. Explanation of Board on qualification of Statutory Auditors & Secretarial Auditor, if any
The Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.
As required by the Listing Regulations, the Practicing Company Secretary''s certificate on corporate governance forthe financial year2023-24is enclosed as Annexure to this Annual report. The certificate does not contain any qualification, reservation or adverse remark.
The Secretarial Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors'' Report is enclosed as Annexure to this Annual report.
8. Particulars of loans, guarantees or investments given or made by the Company
During the year under review, Company has not given any loan, guarantee or provided any security and made any investments in excess of the limits prescribed under Section 186 of theCompanies Act, 2013. The information relating to investments, loans, etc., form part of the notes to the financial statements provided in this Annual Report.
9. Related Party Transactions
The related party transactions entered into with related parties during the year under review were in the ordinary course of business and at arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. There were no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict with the interest of the company at large. Since there are no transactions that are not in arms'' length basis and material in nature, disclosure under AOC-2 does not arise.
10. Amount transferred or proposed to be transferred to any reserves
The Company has not transferred or proposed to transfer any amount to any reserves as there is no necessity to transfer such amount as required under the Companies Act, 2013.
11. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31st March, 2024 and the date of this report.
12. Transfer of unclaimed dividend/shares to the IEPF account
As required under the provisions of Section 124 and other applicable provisions of Companies Act, 2013, and the rules and amendments made thereunder, the Company is required to transfer the dividends that remain unpaid/unclaimed for a period of 7 (seven) consecutive years or more to Investor Education and Protection Fund (IEPF) and also all the equity shares in respect of which dividends remain unclaimed/unpaid for a period of seven consecutive years or more to IEPF account administered by the Central Government. During the year, the Company has transferred the unclaimed dividend amount of? 6,57,435.60 pertaining to the financial year 2015-16 to IEPF account and also transferred 50,884 equity shares belonging to 677 shareholders underlying the unclaimed dividend amount & unclaimed suspense account to IEPF. The dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules.
As on 31st March 2024, an amount of? 6,64,159.80 is lying in the unclaimed dividend account of the
Company pertaining to the financial year 2016-17 and it would be transferred to the IEPF account before 29th September 2024. The members who have not claimed their dividends pertaining to the financial year 2016-17, may write to the Company/ RTA for claiming the same before transfer to the IEPF account.
The Company is also in the process of transfer of shares in respect of which dividends remain unclaimed for last 7 years or more to IEPF account. Members may after completing the necessary formalities, claim their unclaimed dividends immediately to avoid transfer of the underlying shares to the IEPF.
Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid accounts up to the year, and the corresponding shares, which are liable to be transferred are available on our website, at https:// www.sicagen.com/investors/unpaid-dividends-share-transfer-to-iepf/
13. Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure I, which forms part of this Report.
14. Risk Management Policy
Risk Management Policy for identifying and managing risk, at the strategic, operational and tactical level, has been adopted by the Company. Our risk management practices are designed to be responsive to the ever-changing Industry dynamics. At present the Company has not identified any element of risk which may threaten the existence of the Company. Flowever, the Constitution of a Risk Management Committee as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company.
15. Corporate Social Responsibility (CSR)
The Company has constituted a CSR Committee of Board of Directors and has adopted a CSR Policy. The same is posted in the Company''s website at https:// www.sicagen.com/investors/policies/
The Company is carrying out its CSR activities through AM Foundation, Not-For-Profit Organisation. A report in prescribed format detailing
the CSR expenditure for the year 2023-24 forming part of this report is attached herewith as separate Annexure II.
16. Evaluation of Board
Your Company has a structured framework for evaluation of the Individual Directors, Chairperson, Board as a whole and its committees. The Independent Directors at their Meeting held on
27.03.2024 evaluated the performance of NonIndependent Directors, Board as a whole. Chairperson and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Board of Directors at their Meeting held on
25.03.2024 evaluated the performance of all Independent Directors and the Board as a whole and its committees and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board through circulation of questionnaires, to assess the performance on select parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees. The evaluation criteria were based on the participation, contribution and guidance offered and understanding of the areas etc., which are relevant to the Directors in their capacity as Members of the Board/Committees.
17. Directors and Key Managerial Personnel (KMP)
As on the date of the Report, the Board comprises of 8 Directors including 3-woman Directors. Out of 9 Directors, 4 are Independent Directors of whom 2-woman Directors. All the Independent Directors have furnished necessary declaration under Section 149 (7) of the Act and under Regulation 25(8) of the Regulations. As per the said declarations, they meet the criteria of independence as provided in Section 149 (6) of the Act and the Regulations. All of them have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.
In accordance with provisions of Sec. 156(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Ashwin C Muthiah and Mr. Nandakumar Varma, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-election.
Mr. M. Rajamani ceased to be the Independent Director whose term of appointment has completed on 27.11.2023. The Board at its meeting held on
08.11.2023 placed on record its appreciation for the valuable services rendered by Mr. M. Rajamani during his tenure.
Due to personal reasons, Mr. S. R. Ramakrishnan resigned from the directorship of the Company on 06.08.2024. The Board at its meeting held on
07.08.2024 placed on record its appreciation for the valuable services rendered by Mr. S. R. Ramakrishnan during his tenure.
The Board at its meeting held on 07.08.2024 also placed on record its appreciation for the valuable services rendered by Mr. B. Narendran and Mrs. Sashikala Srikanth, Independent Directors of the Company whose two consecutive terms of appointment are coming to an end on 10.08.2024.
Mrs. Devaki Ashwin Muthiah was appointed as additional Director of the Company in the category of Non-Executive and Non-Independent Director w.e.f. 07.08.2024 and she will hold office as Director up to the date of ensuing Annual General Meeting and she is seeking regularisation of her appointment.
Mr. Batchu Sai Purshotham and Mr. Govindarajan Dattatreyan Sharma were appointed as additional Directors of the Company in the category of Independent Directors of the Company for a period of 5 years w.e.f. 11.08.2024. The appointment of above Independent Directors shall be subject to approval of shareholders at the ensuing Annual General Meeting.
18. Composition of Committees
As on 31st March 2024, the Board has 4 Committees namely Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report which forms part of this report and also available in Company''s website at https://www.sicagen.com/investors/board-of-directors-committees/
19. Deposits
The Company has not invited or accepted any deposits during the year under review and there are no deposits covered under Chapter V of the Companies Act, 2013 (the Act) during the year 202324, the details of which are required to be furnished.
20. Significant and material orders passed by the regulators or courts or tribunals
There are no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
21. Internal Financial Control
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss that all the transactions are properly authorized and recorded and Information provided to management is reliable and timely. The Company ensures adherence to all statues. The strong and robust internal control system is in place with appropriate policies and procedures to ensure the achievement of operational and strategic goals, compliance with policies, rules and regulations, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and economical and efficient use of resources.
The Company has engaged a firm of external consultants for the internal audit function to continuously monitor the effectiveness of internal controls. Audits are conducted on an ongoing basis and all significant deviations are brought to the notice of the Audit Committee. Corrective action is recommended for implementation by the Audit Committee. All these measures do facilitate timely detection of any irregularities and provide early remedial steps. The Audit Committee approves the audit plan assigned to the internal auditors and the audit plan is reviewed annually. Further, the Audit Committee also reviews the quarterly reports submitted by internal auditors critically and all material deviations are seriously viewed.
22. Proceedings under Insolvency and Bankruptcy Code, 2016
No application has been made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company during the year under review.
23. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. In order to prevent fraudulent activities and also to ensure a corruption free work environment, a
detailed whistle blower policy has been laid down by the Board. The details of the whistle blower policy are posted on the Company''s website https://www.sicaeen.com/investors/policies/
24. Internal Complaints Committee against Sexual Harassment of Women at Workplace
The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no event affecting any of the women employees on account of any sexual harassment at the work place.
25. Compliance with Indian Accounting Standards and Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable mandatory Indian Accounting Standards issued by the Instituteof Chartered Accountant of India (ICAI) and Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.
26. Particulars of Employees
The particulars of employees required under Section 197(12) read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexures III St IV, and form part of this Report.
27. Corporate Governance Report
A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.
28. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached along with this report.
29. Auditors
(a). Statutory Auditors
At the 18th Annual General Meeting (AGM), M/s. SRSV & Associates, Chartered Accountants, were re-appointed as statutory
auditors of the Company for a further period of 5 years and they will hold office up to the conclusion of the ensuing 23rd AGM.
(b) . Secretarial Auditor
The Company has appointed M/s. KRA & Associates, Practicing Company Secretaries, Chennai to carry out necessary secretarial audit for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report issued by Secretarial Auditor for the year ended 31st March 2024 is given in the Annexure V. The Board of Directors has appointed M/s. KRA & Associates as Secretarial Auditors for the financial year 2024-25.
(c) . Cost Auditor and Cost Audit Report
Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee, has appointed Mr.J. Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2024-25 to carry out necessary cost audit in respect of manufacturing activities of the Company such as specialty chemicals, drums manufacturing, governor services and boat building. The Board has recommended the remuneration payable to the above Cost Auditor for ratification of shareholders at the ensuing AGM.
30. Share Capital
The Authorized Share Capital of the Company is ? 75,00,00,000 divided into 5,00,00,000 equity shares of ? 10 each and ? 25,00,00,000 divided into 2,50,00,000 Redeemable Preference Shares of? 10 each respectively. The paid-up share capital of the Company as on 31si March, 2024 remains unchanged at ? 39,57,16,840/- consisting of 3,95,71,684 equity shares of? 10 each.
31. Dematerialization of Equity Shares
As at 31st March 2024, 3,90,35,042 equity shares representing 98.64% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised todematerialize their equity shares to avoid the risks associated with holding the share certificates in physical form.
32. Subsidiary, Associates and Joint Venture Companies
Pursuant to Section 136oftheCompanies Act, 2013 which has given exemption from attaching the annual reports of subsidiary companies along with the annual report of the Company, the copies of
Balance Sheet, Statement of Profit and Loss, Report of Directors & Auditors and other related information for the year ended 31st March 2024 of Wholly Owned Subsidiaries namely South India House Estates & Properties Ltd, Wilson Cables Private Ltd and Danish Steel Cluster Private Ltd are not attached with this annual report. However, the financial statements of the aforesaid subsidiary Companies are available for inspection by any member at the registered office of the Company and also available at the Company''s website https:// sicagen.com/financials-for-subsidiaries/
Pursuant to Section 129(3) ofthe Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the aforesaid subsidiary Companies for the year ended 31st March 2024, forming part of this report is attached herewith as separate Annexure in Form AOC-1. The Company do not have any Associates or Joint Venture Companies.
33. Consolidated Financial Statements
In accordance with Indian AccountingStandard (Ind AS) 110 of Institute of Chartered Accountants of India, Section 129 ofthe Companies Act, 2013 and
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors'' report for the financial year ended 31st March 2024 are attached with this annual report.
Acknowledgement
Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.
For and on behalf of the Board
Place: Chennai Ashwin C Muthiah
Date: 07.08.2024 Chairman
(DIN : 00255679)
Mar 31, 2018
The Directors are pleased to present the 14th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2018.
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2018 is summarized below:
(Rs. Lakhs)
|
Year ended 31s1 March 2018 |
Year ended 31st March 2017 |
|
|
Revenue from operations |
56,645 |
56,423 |
|
Other Income |
1,174 |
1,033 |
|
Total Revenue |
57,819 |
57,456 |
|
Profit before Finance Cost, Depreciation and Tax |
1,567 |
1,535 |
|
Finance Cost |
688 |
616 |
|
Depreciation |
174 |
160 |
|
Profit before Tax |
705 |
759 |
|
Provision for Tax |
63 |
9 |
|
Profit after Tax |
642 |
750 |
|
Other Comprehensive Income |
23 |
193 |
|
Total Comprehensive Income for the year |
665 |
943 |
|
Balance in other Equity |
34,269 |
33,611 |
|
Amount available for Appropriations |
34,934 |
34,554 |
|
Appropriations |
||
|
General Reserve |
Nil |
Nil |
|
Dividend on Equity shares |
237 |
237 |
|
Tax on Dividend |
48 |
48 |
|
Balance carried to the Balance Sheet |
34,649 |
34,269 |
|
Earnings per share (EPS) in Rs. |
1.62 |
1.90 |
REVIEW OF OPERATIONS
Building Materials Division
This is ISO 9001 - 2015 certified division of Sicagen.
The Building Materials division has a rich legacy of being in the business for over seven decades. This business has been partnering with some of the best brands in trading of building materials like Tata steel, JSW, Jindal, APL Apollo, SAIL in steel segment; Dalmia and Penna brands in Cement; Jain, Astral and Ajay in PVC and Finolex for cables as major sourcing channels amongst many others. This division also provides infrastructure solutions to customers on a case to case basis and well received in the market. During the year, the division faced number of challenges including Govt. policies of GST and RERA. Excise duty which was hitherto part of the cost of purchase and sales revenue has been removed as excise duty has been subsumed into GST. Therefore, sales value dropped substantially from July 2017, which was coupled with lower sales on account of GST transition process. The business environment was already at its lowest rung of the ladder with economy reeling under demonetisation which adversely affected the steel, construction and real estate sectors. The Realty sector has passed through one of the toughest times with lack of funds with customers, uncertainty on the compliance with various statutes. However, the major push from the Government on the roads, railways, and urban infrastructure segments has supported our division to improve their order book position in H2.
This division achieved a total turnover of Rs.48,097 Lakhs with a net profit of Rs.284 Lakhs against previous year turnover of Rs.50,203 Lakhs and a net profit of Rs.748 Lakhs. Continuous innovative ideas, efforts from the sales team and effective business strategies by management together with addition of new customers and expansion to new markets had provided necessary impetus to the business to remain buoyant despite many challenges. The Company is planning to expand the operations to other high potential geographical territories while adding various new product portfolios. Further, plans are in place to strengthen the current market share and continue to focus on catering to the existing markets.
Power & Control Systems Division
This is ISO 9001 - 2015 certified division of Sicagen. This division caters to the Power Generating companies, other industries that deal with equipment in the handling of control units segment. This division has an established relationship due to expertise in providing superior quality service with many public sector power generating companies and also earned reputation of being the exclusive authorised service provider for Woodward Governors. This division caters to a variety of customers spread majorly in power, oil refineries, shipping, sugar and fertilizer industries. This business faces competition from the OEM suppliers and is dependent on the capex funds allocated by corporates. During this year the division has grown by 36%.
The revenue of this division during the year under review was Rs.3,759 Lakhs and net profit was Rs.418 Lakhs as compared to the revenue of Rs.2,860 Lakhs and net profit of Rs.332 Lakhs in the previous year. Adequate plans are initiated for expansion to new product portfolios and new markets especially, the overseas market to enhance the turnover. Currently the Company is already servicing some customers in African continent and earned good reputation as quality service providers.
Speciality Chemicals Division
This is 9001 - 2015 certified division of Sicagen. Specialty Chemicals division has achieved major strides in its turnover with a substantial increase by 114% to Rs.1,098 Lakhs and earned a net profit of Rs.211 Lakhs this year as compared to turnover of Rs.546 Lakhs and a net profit of Rs.92 Lakhs in 2016-17. During the year, this division has expanded its operations to new territories in northern India and bagged many orders from sugar manufacturing companies with strengthened operations that commenced last year. Trading business of some of the related products has contributed to the revenue during the year. This division has set up the road map to explore into many areas including overseas markets in order to diversify its operations to the wide customer base. During the year, the R & D laboratory extended great support by providing a very detailed analysis of our own manufactured products as well as other products to excel the customer satisfaction.
Industrial Packaging Division
This is ISO 9001 - 2015 certified division of Sicagen. During the year, this division had registered reasonable growth by 47% over the earlier year. This division has introduced new product by diversifying to manufacture of cable reel drums and supplied about 200 drums to overseas market. Unstable raw material (Steel) prices with increase in prices month on month, short fruit pulp season and intense competition from unorganised/ entrepreneur type of businesses continued to be the challenges to the operations. Strategic planning, Improvement in the quality of the barrels, prompt delivery and enhanced productivity ensured higher sales. Turnover during the year stood at Rs.3,327 Lakhs as compared to Rs.2,513 Lakhs in 2016-17.
The net profit of this division has improved over the previous year due to the implementation of many cost reduction measures and higher productivity. This division registered a net profit of Rs.198 Lakhs for the year 2017-18 as against Rs.150 Lakhs in the previous year 2016-17. This division falls under MSME category and is certified under BIS for all product categories as at the year end. Expansion plans are laid out to foray into many other areas of packaging and excel in the customer requirements.
Engineering Division
No operational income was posted during the year 2017-18 due to lack of new orders for boat building operations. However, this division has participated in the tenders floated during the year, negotiating with many customers. Also discussions are going on with BEML and Ministry of Fisheries to tap new business opportunities. Our company anticipates few orders in the ensuing financial years.
During the year, Indian Navy has approved Sicagen India limited as a supplier for Yard craft/ Ferry Craft/ Barges etc.
Dividend
Your Directors are pleased to recommend a dividend of Rs.0.60 per equity share (6% on equity capital of the Company) for the financial year 2017-18 despite a very mixed year with multiple challenges, volatility in raw material prices and financial instability, continued uncertainty in the business environment for most part of the year. Total dividend is Rs.237 Lakhs and dividend distribution tax amounts to Rs.48 Lakhs. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.
Disclosures under the Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.
1. Extract of Annual Return
As per the Companies Amendment Act, 2017, the details of extract of Annual Return which forms part of this report is posted on the Company''s website www.sicagen.com.
2. Number of Board Meetings
The Board of Directors met 5 (five) times in the year 2017-18. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report.
3. Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors report that:
(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit & loss account of the Company for year ended on that date.
(c) they have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities.
(d) they have prepared the annual accounts on a going concern basis.
(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and effective.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
4. Statement on declaration given by Independent Directors
The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section(6) of Section 149 of the Act.
5. Remuneration Policy
The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management employees including criteria for determining qualification, positive attributes and independence of Directors. The following is the Remuneration Policy for Directors.
i. For Executive Directors
The remuneration of the Whole Time Directors shall comprise of a fixed component and a performance linked pay, as may be fixed by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.
ii. For Non-Executive Directors
The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1% of the net profits of the Company computed in accordance with the relevant provisions of the Act. The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors.
6. Explanation of Board on qualification of statutory auditors & secretarial auditor, if any
During the year ended 31st March 2018, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company and by the Practicing Company Secretary in their respective reports.
7. Particulars of loans, guarantees or investments given or made by the Company
During the year 2017-18, the Company has not given any loan or given any guarantee or provided security in connection with a loan to any person/body corporate except the loans to parties covered in the register maintained under Section 189 of the Companies Act, 2013. Investment in Danish Steel Cluster Private Ltd (Danish Steel) was made during the year for acquiring the remaining 40% of equity capital of Danish Steel. Upon completion of 40% acquisition, Danish Steel has become a Wholly Owned Subsidiary of the Company with effect from 28thDec 2017.
8. Related Party Transactions
The related party transactions entered into with related parties are on arm''s length basis and in compliance with the applicable provisions of the companies act and the listing agreement. There are no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict of interest with the interest of the company at large.
All the related party transactions were placed before the Audit Committee and the Board specifying the nature, value and terms and conditions of the transactions. In principle approval is obtained for the transactions which are foreseen and are, repetitive in nature.
9. Amount transferred or proposed to transfer to any reserves
The Company has not transferred or proposed to transfer any amount to any reserves as there is no necessity to transfer such amount as required under the Companies Act, 2013.
10. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the company between the end of the financial year 31st March 2018 and the date of this report.
11. Transfer of unclaimed dividend / Shares to the Investor Education and Protection Fund
As required under the provisions of Section 124, other applicable provisions of Companies Act, 2013, and the rules and amendment made thereunder, the Company is required to transfer the dividends that remain unpaid/ unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF) and also all the equity shares in respect of which unpaid/unclaimed dividend pertaining to those shares remains unclaimed/ unpaid for a period of seven consecutive years to an IEPF account administered by the Central Government. On transfer of the amounts to IEPF account, no claim shall lie in respect of those amounts against the Company. As on 31st March 2018, an amount of Rs.9.82 Lakhs pertaining to the financial year 2010-11, which was lying in the unclaimed dividend account of the Company is required to be transferred to the IEPF account on 28th August 2018.
Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts pertaining to the financial year 2010-11, may write to the Company/RTA (Cameo Corporate Services Limited) for claiming the same before 28th August 2018.
12. Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure I, which forms part of this Report.
13. Risk Management Committee
The Company has constituted a Risk Management Committee which comprises of 3 Directors and finance head as members for implementing, monitoring and reviewing of risk management plan periodically. The Committee constituted by the Company has been delegated with powers to oversee the risk management process, risk identification, effective implementation of mitigation plan and risk reporting.
14. Composition of Audit Committee
The Board has constituted an Independent Audit Committee which comprises four members namely Mr.B.Narendran, Mr.Sunil Deshmukh, Mr.Harish Chandra Chawla and Mrs.Sashikala Srikanth. More details on the Audit Committee are given in the Corporate Governance Report.
15. Evaluation of Board
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors of the Company met on 07th February 2018 without the attendance of NonIndependent Directors and Members of Management and reviewed the performance of Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson.
Evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & Committees, competencies, duties and responsibilities, attendance, value of contribution made to the Company''s progress etc.
16. Corporate Social Responsibility (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has to spend at least 2% of last three years of its average NP profit before tax for carrying out appropriate CSR activities as referred under Schedule VII of the Act. The Company has constituted a CSR Committee and framed a policy for implementation of CSR initiatives.
The Company is a member of the new Not-For-Profit Company formed under Section 8 of the Companies Act, 2013 to carry out necessary CSR activities. A report on CSR activities forming part of this report is attached herewith as separate Annexure II.
17. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. In order to prevent fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board. Brief details of the Whistle Blower policy are given in the Corporate Governance Report.
18. Internal Complaints Committee
The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, the members of Internal Complaints Committee met on 20th Nov 2017 and noted that there was no event affecting any of the women employees on account of any sexual harassment at the work place.
19. Particulars required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014
The particulars required under Section 197(12) read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexures III & IV, and form part of this Report.
20. Corporate Governance Report
A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.
21. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached along with this report.
22. Directors/KMPs
Mr.Ashwin C Muthiah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-election.
Due to personal reasons, Mr.Shridhar Gogte, Whole Time Director and Mr.R.Achuthan, Company Secretary have resigned on 3rd April 2018 and 15th February 2018 and they have been relieved from the services of the Company on 15th May 2018 and 9th March 2018 respectively.
Mr.G.Arunmozhi has been appointed as Company Secretary and Compliance Officer w.e.f 15th May 2018.
23. Auditors
(a). Statutory Auditors
At the 13th Annual General Meeting (AGM), M/s.SRSV & Associates, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 5 years and they will hold office until the conclusion of 18th AGM as per Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014. M/s.SRSV & Associates, Chartered Accountants, Chennai have also confirmed that the appointment is within the limits as specified under the Companies Act, 2013. Consequent to the amendment made in the provisions of Section 139 of the Act, the ratification of statutory auditors'' appointment at the ensuing AGM does not arise.
(b). Cost Auditor and Cost Audit Report
The Company had appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2017-18 to carry out necessary cost audit in respect of manufacturing activities of the Company such as speciality chemicals division, drums manufacturing division and Goodwill Governor Services division etc.
Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee, appointed Mr.J.Karthikeyan, Cost Accountant, as Cost Auditor of the Company for the financial year 2018-19 and has recommended his remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.
(c). Secretarial Auditor
The Company has appointed Mr.R.Kannan, Practicing Company Secretary to carry out necessary secretarial audit for the financial year 2018-19 as required under Section 204 of the Companies Act, 2013. As required under Section 204 of the Act, the Secretarial Audit Report issued by Mr.R.Kannan, Company Secretary in practice is given in the Annexure V.
(d). Internal Auditor
During the year, M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai, who were appointed as Internal Auditors of the Company on 01st June 2017, have conducted necessary internal audit of the functions and activities of the Company, as required under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. Since the aforesaid Internal Auditors have expressed their inability to continue to act as Internal Auditors for the upcoming financial year, the Board at its meeting held on 15th May 2018, has appointed M/s.Sundar Srini & Sridhar Chartered Accountants, as new Internal Auditors of the Company in the place of outgoing auditors for the financial year 2018-19.
24. Internal Control System
A strong and robust internal control system is in place in the Company with appropriate policies and procedures to ensure reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with policies, procedures, rules and regulations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and economical and efficient use of resources. The internal auditors appointed by the Company continuously monitor the effectiveness of internal controls. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee and the corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps. The audit committee approves the audit plan and the audit plan is reviewed annually. Further, the Audit Committee also reviews the quarterly reports submitted by the Internal Auditors.
25. Fixed Deposit
The Company has not invited or accepted any deposits during the year.
26. Dematerialization of Equity Shares
As at 31st March 2018, 3,82,14,905 equity shares representing 96.57% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.
27. Subsidiary & Associate Companies
In continuation of the proposal to acquire 100% equity capital of Danish Steel Cluster Private Ltd (Danish Steel), the Company has acquired the balance 40% of the equity capital of Danish Steel and completed the transaction during the year 2017-18. Consequent to the above acquisition, Danish Steel has become a 100% subsidiary of your Company with effect from 28th December 2017. Pursuant to Section 136 of the Companies Act, 2013 which has given exemption from attaching the annual reports of subsidiary companies along with the annual report of the Company, the copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of South India House Estates & Properties Ltd, Wilson Cables Private Ltd, Danish Steel Cluster Private Ltd (Subsidiary Companies) and EDAC Automation Ltd (Associate Company) are not attached with this annual report. However, a statement containing the salient features of the financial statements of the aforesaid Subsidiary Companies for the year ended 31st March 2018 is attached with the consolidated accounts section.
The Company shall make available the annual accounts of the aforesaid subsidiary Companies and Associate Company to the shareholders of the Company upon their request. The annual accounts of the said subsidiary Companies and Associate Company shall also be kept available for inspection by any member at the Registered office of the Company.
In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Subsidiaries and Associate is attached in Form AOC-1 as separate Annexure.
28. Consolidated Financial Statements
In accordance with Indian Accounting Standard (Ind AS) 110 of Institute of Chartered Accountants of India and Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors'' report for the financial year ended 31st March 2018 are attached with this annual report. In terms of the explanations given in Ind AS 28, the financial statement of Associate Company namely EDAC Automation Ltd, wherein the Company holds 49.99% equity stake, has not been taken into account for consolidation as the Company has no significant influence over the aforesaid Associate Company.
Acknowledgement
Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.
For and on behalf of the Board
Place : Chennai Ashwin C Muthiah
Date : 15th May, 2018 Chairman
Mar 31, 2017
The Directors are pleased to present the 13th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2017.
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2017 is summarized below:
(Rs. in Lakhs)
|
Year ended 31s1 March 2017 |
Year ended 31st March 2016 |
|
|
Revenue from operations |
56,057 |
45,086 |
|
Other Income |
1,031 |
1458 |
|
Total Revenue |
57,088 |
46,544 |
|
Profit before Finance Cost, Depreciation and Tax |
1,529 |
1431 |
|
Less: Finance Cost |
616 |
567 |
|
Less: Depreciation |
160 |
261 |
|
Profit before Tax |
753 |
603 |
|
Less: Provision for Tax |
9 |
(117) |
|
Profit after Tax |
744 |
720 |
|
Add: Balance in Profit and Loss Account |
5,557 |
5,123 |
|
Amount available for Appropriations |
6,301 |
5,843 |
|
Appropriations |
||
|
General Reserve |
Nil |
Nil |
|
Dividend on Equity Shares |
238 |
238 |
|
Tax on Dividend |
48 |
48 |
|
Balance carried to the Balance Sheet |
6015 |
5,557 |
|
Earnings per share (EPS) (in Rs.) |
1.88 |
1.82 |
REVIEW OF OPERATIONS
Building Materials Division
The Building Materials division being one of early entrants into the business has a rich legacy of being in the business for over seven decades. Since then, this division has been partnering with some of the best brands in trading and marketing of building material like Tata Steel, JSW, Jindal, Apollo, SAIL, in steel segment; Dalmia and Chettinad in Cement; Jain, Supreme and Ajay in PVC category and Finolex Cables as major sourcing channels amongst many others. During the year, a challenging economic scenario prevailed in the country adversely affecting the steel and construction sectors. Realty sector faced one of the toughest times with poor off take from consumers. The glut in steel imports distorted the domestic steel industry Business. This division achieved a total turnover of Rs.50,203 Lakhs and earned a net profit of Rs.748 Lakhs against previous year turnover of Rs.39,811 Lakhs and a net profit of Rs.338 lakhs. Sales substantially increased due to the constant innovative ideas and efforts from the sales team, close monitoring of the business process by management coupled with addition of new customers and expansion to new markets. The Company is planning to expand the business operations beyond the conventional range by adding various product portfolios and catering to a wider customer base in the existing markets.
Power & Control Systems (Formerly Goodwill Governor Services) Division
The Governor Services division has established a strong reputation as the exclusive authorised service provider for Woodward Governors. With enormous experience and expertise spanning over two decades, this division commands the reputation of a reliable supplier in the market. This is an ISO 9001 - 2008 certified division of Sicagen. This division caters to a variety of customers spread majorly in oil refineries, shipping, sugar and fertilizer segments. Major threat emanated from OEM suppliers, Government policy on Public sector spends, Capex Allocation of funds by corporate. The year 2016-17 witnessed many challenges in revenue generation with repeated deferment of orders by Public Sector companies. Revenue of the division during the year under review was Rs.2,776 lakhs and net profit was Rs.332 lakhs as compared to sales of Rs.2,562 Lakhs and net profit of Rs.381 Lakhs in the previous year. This division is expanding into other products to focus into new products where our expertise can be utilized and into new markets to explore more business.
Specialty Chemicals Division
Specialty Chemicals division has improved its turnover substantially to Rs.514 Lakhs and earned a net profit of Rs.92 Lakhs this year as compared to turnover of Rs.302 Lakhs and a net profit of Rs.53 Lakhs in 2015-16. During the year, this division extended its operations to trading some of the related products. Also, operations from northern India were strengthened further with some orders from sugar manufacturing companies. This division is looking forward with concrete plans to explore into many areas in order to diversify its operations catering to the wide customer base. During the year, this division inaugurated Water Science Laboratory to utilize technological advancements and scientific analysis of various raw materials. An R & D laboratory was also established for detailed analysis of its own manufactured products as well as other products to meet the customers'' requirements.
Industrial Packaging (Formerly Beta Industries) Division
During the year, this division has recovered from a bout of poor turnover of earlier year. Volatile steel prices, challenging economic scenario, liquidity crisis, truncated fruit pulp season and intense competition from unorganized businesses posed a great threat to this division. This division has carried out automation of many of the processes to improve quality, reduce delivery time and increase productivity. Turnover for the year stood at Rs.2,256 Lakhs as compared to Rs.2,182 Lakhs in 201516. The net profit of this division could not be sustained at high levels despite many cost reduction measures and higher productivity due to severe competition. This division registered a net profit of Rs.150 Lakhs for the year 2016-17 as against Rs.162 Lakhs in the previous year 2015
16. During the year, the division has bagged contracts from HPCL and Hindustan Colas qualifying in tenders. Products of this division are certified under BIS
ACQUISITION
During the year 2016-17, your Company, as part of comprehensive strategy to focus on key areas, has acquired 60% equity capital of M/s.Danish Steel Cluster Private Ltd (Danish Steel), a Bangalore based manufacturing Company which specializes in precision fabrication of steel, carbon steel, mild steel and Aluminum. Consequent to the above acquisition, Danish Steel has become a subsidiary of your Company w.e.f 22nd November 2016. The acquisition of remaining 40% of equity stake from the promoters of Danish Steel would be accomplished in a phased manner. Your Company is expecting that this acquisition will propel the Company to capitalise on the opportunities in steel and metal fabrication business and also provide significant long term benefits.
DIVIDEND
Your directors are pleased to recommend a dividend of Rs.0.60 per equity share (6% on equity capital of the Company) for the financial year 2016-17 despite a very challenging year with poor economic recovery, volatility in raw material prices and liquidity crisis. Total dividend is Rs.238 Lakhs and dividend distribution tax amounts to Rs.48 lakhs. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.
1. Extract of Annual Return
The details forming part of the extract of the Annual Return is enclosed in Annexure-I.
2. Number of Board Meetings
The Board of Directors met 5 (five) times in the year 2016-17. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report.
3. Directorsâ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors report that:
(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2017 and of the profit & loss account of the Company for year ended on that date.
(c) they have taken proper and sufficient care 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 preventing and detecting fraud and other irregularities.
(d) they have prepared the annual accounts on a going concern basis.
(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and effective.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
4. Statement on declaration given by Independent Directors
The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section(6) of Section 149 of the Act.
5. Remuneration Policy
The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management employees including criteria for determining qualification, positive attributes and independence of Directors. The following is the Remuneration Policy for Directors:
i. For Executive Directors
The remuneration of the Whole Time Directors shall comprise of a fixed component and a performance linked pay, as may be fixed by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.
ii. For Non-Executive Directors
The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of Directors and type of meeting. However, the fees payable to the Independent Directors and Women Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company.
The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors.
6. Explanation of Board on qualification of Statutory Auditors & Secretarial Auditor, if any
During the year ended 31st March 2017, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company and by the Practicing Company Secretary in their respective reports.
7. Particulars of loans, guarantees or investments given or made by the Company
During the year 2016-17, the Company has not given any loan to any person/other body corporate except loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 or given any guarantee or provided security in connection with a loan to any person/body corporate. During the year 2016-17, the Company has invested in the equity capital of M/s.Danish Steel Cluster Private Ltd., Bengaluru.
8. Related Party Transactions
The related party transactions entered into with related parties are on arm''s length basis and in compliance with the applicable provisions of the companies act and the listing agreement. There are no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict of interest with the interest of the company at large.
The related party transactions were placed before the Audit Committee and the Board specifying the nature, value and terms and conditions of the transactions. In principle approval is obtained for the transactions which are foreseen and are, repetitive in nature.
9. Amount transferred or proposed to transfer to any reserves
The Company has not transferred or proposed to transfer any amount to any reserves as there is no requirement to transfer such amount as required under the Companies Act, 2013.
10. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the company between the end of the financial year on 31st March 2017 and the date of this report.
11. Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure II, which forms part of this Report.
12. Risk Management Committee
The Company has constituted a Risk Management Committee which comprises of two Directors, finance head and operations heads as members for implementing, monitoring and reviewing of risk management plan periodically. The Committee constituted by the Company has been delegated with powers to oversee the risk management process, risk identification, effective implementation of mitigation plan and risk reporting.
13. Composition of Audit Committee
During the year, the Board has reconstituted the Audit Committee. The Committee now comprises of Mr.B.Narendran, as Chairman and Mr.Sunil Deshmukh, Mr.Harish Chandra Chawla and Ms.Sashikala Srikanth as members. More details on the Audit Committee are given in the Corporate Governance Report.
14. Evaluation of Board
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors of the Company met on 20th March 2017 without the attendance of Non-Independent Directors and Members of Management and reviewed the performance of Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson.
Evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & committees, competencies, duties and responsibilities, attendance, value of contribution made to the Company''s progress etc.
15. Corporate Social Responsibility (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has to spend at least 2% of last three years of its average profit before tax for carrying out appropriate CSR activities as referred under Schedule VII of the Act. The Company has constituted a CSR Committee and framed a policy for implementation of CSR initiatives.
The Company is a member of a Not-For-Profit Company formed under Section 8 of the Companies Act, 2013 to carry out necessary CSR activities in the ensuing years.
A report on CSR activities forming part of this report is attached herewith as Annexure III.
16. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. In order to prevent fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board. Brief details of the Whistle Blower policy are given in the Corporate Governance Report.
17. Internal Complaints Committee
The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
18. Particulars required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014
The particulars required under Section 197(12) read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV & V, and form part of this Report.
19. Corporate Governance Report
A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.
20. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached along with this report.
21. Directors
Mr.Sunil Deshmukh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-election.
Ms.Rita Chandrasekar was appointed as an additional Director of the Company with effect from 28th June 2017. As per the provisions of Section 161 of the Companies Act, 2013 (Act), Ms.Rita Chandrasekar shall hold office as Director only upto the date of this Annual General Meeting. The Board has also recommended the appointment of Ms.Rita Chandrasekar as Independent Director (Nonexecutive),who meets the criteria of independence as provided in Section 145 of the Companies Act, 2013 for shareholders'' approval at the ensuing Annual General Meeting. Subject to approval of the shareholders, the aforesaid Director shall hold office as Independent Director for a period of 5 years w.e.f 28th June 2017.
Mr.Shridhar Gogte, who is presently in the whole time employment of the Company and acting as Vice President Operations, was appointed as an additional Director of the Company and inducted as Whole Time Director of the Company with effect from 28th June 2017. As per the provisions of Section 161 of the Companies Act 2013, Mr.Shridhar Gogte shall hold office as Director only upto the date of this Annual General Meeting. Subject to approval of the shareholders, the aforesaid Director shall hold office as Whole Time Director for a period of 2 years w.e.f 28th June 2017.
22. Auditors
(a) Statutory Auditors
At the 10th AGM, M/s.CNGSN & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 3 years and they will hold office until the conclusion of 13th AGM as per Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014. Since the term of appointment of the aforesaid Auditors comes to an end, the Board of Directors, based on the recommendation of Audit Committee, has considered to appoint M/s.SRSV & Associates, Chartered Accountants, Chennai as the new statutory auditors of the Company for a period of 5 years and recommended the appointment for shareholdersâ approval at the ensuing Annual General Meeting and subject to approval of the shareholders, the aforesaid new Auditors shall hold office from the conclusion of the 13th AGM until the conclusion of 18th AGM.
M/s.SRSV & Associates, Chartered Accountants, Chennai has consented to act as the new Statutory Auditors of the Company and also confirmed that the appointment shall be within the limits as specified under the Companies Act 2013, if appointed.
(b) Cost Auditor and Cost Audit Report
The Company had appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2016-17 to carry out necessary cost audit in respect of manufacturing activities of the Company such as specialty chemicals division, industrial packaging division, power & control systems division etc.
Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee, appointed Mr.J.Karthikeyan, Cost Accountant, as Cost Auditor of the Company for the financial year 2017-18 and have recommended his remuneration to the shareholders for their ratification at the ensuing Annual General Meeting
(c) Secretarial Auditor
The Company has appointed Mr.R.Kannan, Practicing Company Secretary to carry out necessary secretarial audit for the financial year 2017-18 as required under Section 204 of the Companies Act, 2013.
(d) Internal Auditor
M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai were appointed as Internal Auditors on 01st June 2016 to conduct necessary internal audit of the functions and activities of the Company, as required under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.The Board has approved the renewal of their appointment for a further period of one year with effect from 01st June 2017.
23. Internal Control System
A strong and robust internal control system is in place in the Company with appropriate policies and procedures to ensure reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with policies, procedures, rules and regulations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and economical and efficient use of resources. The internal auditors appointed by the Company continuously monitor the effectiveness of internal controls. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee and corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps. The audit committee approves the audit plan and audit plan is reviewed annually. Further, the Audit Committee also reviews the quarterly reports submitted by internal auditors.
24. Fixed Deposits
The Company has not invited or accepted any deposits during the year.
25. Dematerialization of Equity Shares
As at 31st March 2017, 3,81,96,749 equity shares representing 96.53% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.
26. Subsidiary & Associate Companies
In terms of general permission granted by the Central Government earlier, vide its circular dated 08th February 2011 and also pursuant to Section 136 of the Companies Act, 2013 which has given exemption from attaching the annual reports of subsidiary companies along with the annual report of the Company, the copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of South India House Estates & Properties Limited, Wilson Cables Private Limited, Danish Steel Cluster Private Limited (Subsidiary Companies) and EDAC Automation Limited (Associate Company) are not attached with this annual report. However, a statement containing the salient features of the financial statements of the aforesaid Subsidiary Companies for the year ended 31st March 2017 is attached with the consolidated accounts section.
The Company shall make available the annual accounts of the aforesaid subsidiary Companies and Associate Company to the shareholders of the Company upon their request. The annual accounts of the said subsidiary Companies and Associate Company shall also be kept available for inspection by any member at the Registered office of the Company.
In accordance with Accounting Standard 23 of Institute of Chartered Accountants of India and Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors'' report for the financial year ended 31st March 2017 are attached with this annual report. In terms of the explanations given in Accounting Standard-23(5), the financial statement of Associate Company namely EDAC Automation Ltd, wherein the Company holds 49.99% equity stake, has not been taken into account for consolidation as the Company has no significant influence over the aforesaid Associate Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Government Departments and other business associates for their continuous support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.
For and on behalf of the Board
Place : Chennai Ashwin C Muthiah
Date : 28th June 2017 Chairman
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 11th Annual Report and the
Audited Accounts of the Company for the financial year ended 31st March
2015.
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2015
is summarized below:
(Rs.in Lakhs)
Year ended Year ended
Particulars 31st March 2015 31st March 2014
Revenue from operations 61184 67639
Other Income 1387 2497
Total Revenue 62571 70136
Profit before Finance Cost,
Depreciation and Tax 1675 3037
Less: Finance Cost 689 928
Less: Depreciation 403 391
Profit before Tax 583 1718
Less: Provision for Tax 67 (9)
Profit after Tax 516 1727
Add: Exceptional Items (net of tax) (213) (641)
Profit after Tax & Exceptional items 303 1086
Add: Balance in Profit and Loss Account 5106 4388
Amount available for Appropriations 5409 5474
Appropriations
General Reserve -- --
Dividend on Equity shares 238 317
Tax on Dividend 48 51
Balance carried to the Balance Sheet 5123 5106
Earnings per share (EPS) in 0.77 2.74
REVIEW OF OPERATIONS
During the year under review the Company's total turnover was Rs.
62,571.40 Lakhs when compared to Rs. 70,136.21 Lakhs in 2013-14. Profit
before tax was Rs. 583.80 lakhs as against Rs.1717.65 Lakhs in the previous
year.
Building Materials
During the year, this division has achieved a total turnover of Rs.
41,786.10 Lakhs and earned a net profit of Rs.80.47 Lakhs against Rs.
37,000.56 Lakhs and Rs. 279.65 Lakhs respectively in 2013-14. This
division improved sales revenue in 2014-15 considerably by 12.9%
although recessionary trends prevailed in all commercial/industrial
sectors and continued pressure on selling price including steel and
construction related industries due to economic slowdown in 2014-15.
The Company is planning to expand the business operation further beyond
the existing range by catering to a wide customer base and increasing
various product portfolios. As a result, the Company, during the year
2014-15, has entered into a new dealership arrangement with DANUBE for
marketing the international standard sanitary products & CP fittings
and opened new showrooms for distribution of DANUBE products at
Eranakulam, Kerala and Chennai, Tamil Nadu.
Commercial Vehicles
The total turnover of this division was Rs. 12,630.39 Lakhs for the year
2014-15 as against Rs.24,642.23 Lakhs in the previous year. During the
year under review, this division has posted a net loss of Rs. 92.62 Lakhs
as compared to net profit of Rs. 332.62 Lakhs in the previous year.
A steep decline in sales of commercial vehicles was due to various
factors such as economic slowdown, lower demand, increase in
competition, interest rates etc, as a result of which the performance
of this division has significantly affected for the past two years.
Moreover, the operational expenditure for running commercial vehicles
division especially maintenance of showrooms and service stations are
high due to increase in both administrative as well as interest costs,
which could not sustain the adequate profit margin. Under the current
scenario and tough market condition during 2014-15, the Company, as
part of re-structuring and re-organizing of trading and manufacturing
activities and to facilitate the future growth of business, has
discontinued its commercial vehicle operation, surrendered the trade
license and decided not to renew the dealership agreement with Tata
Motors Ltd, as it was not yielding expected return on investments.
Governor Services
The division continued to perform well and the revenue of the division
during the year under review was Rs.2710.37 Lakhs as compared to Rs.
2478.88 Lakhs in the previous year and the net profit was Rs. 439.27
Lakhs when compared to Rs. 423.20 Lakhs in the previous year. During the
year, this division has executed two major Retrofit orders under
Micronet platform for Rashtriya Chemical & Fertilizers and GMR Energy.
This division has also signed as authorized distributor for SIEMENS for
handling their large Motor drives including HT in Tamilnadu in the year
2014-15.
Speciality Chemicals
The Company's Speciality Chemicals division has posted a total turnover
of Rs. 486.08 Lakhs and earned a net profit of Rs. 137.71 Lakhs this year
as compared to Rs. 345.53 Lakhs and Rs. 74.23 Lakhs respectively in
2013-14. During the year, this division has bagged new contracts
valuing Rs. 53.58 Lakhs from power generation corporations such as NLC,
APGENCO for supply of CWT (Cooling Water Treatment) chemicals and
boiler chemicals. A contract for supply of CWT to ONGC was completed
and new orders were also obtained during the year 2014-15. This
division has produced and sold 321.45 MT of CWT chemicals valuing Rs.
468.43 Lakhs this year which represents 68% increase in sales of CWT as
compared to previous year.
Drums
During the year, the drums manufacturing division has posted a total
turnover of Rs. 3638.67 Lakhs as compared to Rs.3097.06 Lakhs in 2013-14.
The net profit of this division was Rs.89.11 Lakhs as against Rs. 237.10
Lakhs in the previous year. The decline in profit was due to reduction
in selling price on tough competition. This division has executed a
total sales volume of 2,82,412 barrels during 2014-15 as compared to
2,31,309 barrels in 2013-14. This division has bagged new orders from
Kothari Petrochemicals, Tectyl Oil India, Jain irrigation and BPCL.
Boat Building
This division has not posted any operational income during
the year 2014-15 due to lack of new orders for boat building from BEML.
There is a delay in receipt of new orders from Indian Army. This
division expects new orders from BEML in the ensuing financial years
for which discussions with the customers are going on to bag the
contract.
DIVIDEND
Your directors have recommended a dividend of Re.0.60 per equity share
(6% on equity capital of the Company) for the financial year 2014-15.
Total dividend is Rs. 237.43 Lakhs and dividend distribution tax of Rs.48
lakhs. The dividend shall be paid to the eligible shareholders whose
names appear in the Register of Members as on the record date fixed by
the Board.
Disclosures under the Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the Company has complied with
requirements and the details of which are disclosed hereunder.
1. Extract of Annual Return
The details forming part of the extract of the Annual Return is
enclosed in Annexure-I.
2. Number of Board Meetings
The Board of Directors met 6 (six) times in the year 2014-15. The
details of the Board meetings and the attendance of the Directors are
given in the corporate governance report.
3. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors report that :
a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates which are reasonable and
prudent
so as to give a true and fair view of the state of affairs of the
Company as at 31st March 2015 and of the profit & loss account of the
Company for year ended on that date.
c) they have taken proper and sufficient care 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
preventing and detecting fraud and other irregularities.
d) they have prepared the annual accounts on a going concern basis.
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
4. Statement on declaration given by Independent Directors
The Company maintains the requisite number of Independent Directors as
required under Section 149(4) of the Companies Act, 2013 and Clause 49
of the Listing agreement. The Independent Directors have submitted the
declaration of independence, as required under Section 149(7) of the
Companies Act, 2013, confirming that they meet the criteria of
independence as provided in sub-Section(6) of the Act.
5. Remuneration Policy
The Company follows a policy on remuneration of Directors, Key
Managerial Personnel and Senior Management employees including criteria
for determining qualification, positive attributes and independence of
Directors. The Company has framed a new employee manual and policy
which primarily focuses on all the employees of management and
non-management cadre to provide a competitive and attractive
remuneration and to retain, protect and
develop competent personnel. The pay package shall be based on the
roles and responsibilities and shall consist in addition to the fixed
remuneration motivating payments like performance pay, leave travel
allowance, education allowance, special allowance, medical
reimbursement, personal accident Insurance etc. The remuneration
payable to Executive Directors and sitting fee payable to Non-Executive
Directors shall be decided by the Board from time to time and it shall
be subject to the provisions of Companies Act, 2013.
6. Explanation of Board on qualification of statutory auditors &
secretarial auditor, if any
During the year ended 31st March 2015, there is no qualification,
reservation or adverse remark made by the statutory auditor and by the
practicing Company secretary in their respective reports.
7. Particulars of loans, guarantees or investments given or made by the
Company
During the year 2014-15, the Company has not given any loan to any
person/other body corporate or given any guarantee or provided security
in connection with a loan to any person/body corporate or made any
investments in other body corporate.
8. Related Party Transactions
The related party transactions entered into with related parties are on
arm's length basis and are in compliance with the applicable provisions
of the Companies Act and the listing agreement. There are no materially
significant related party transactions made by the Company with
promoters, directors or key managerial personnel etc which may have
potential conflict of interest of the Company at large.
The related party transactions are placed before the Audit committee
and the Board specifying the nature, value and terms and conditions of
the transactions. In principal approval is obtained for the
transactions which are foreseen and repetitive in nature.
9. Amount transferred or proposed to transfer to any reserves
The Company has not transferred or proposed to transfer any amount to
any reserves as there is no necessity to transfer such amount as
required under the Companies Act, 2013.
10. Material changes and commitments, if any, affecting the financial
position of the Company
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year 31st
March 2015 and the date of this report.
11. The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo
The particulars required under Section 134 of the Companies Act, 2013
read with the Rule 8(3) of the Companies (Accounts) Rules, 2014
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are given in Annexure II, which forms part
of this Report.
12. Risk Management Committee
The Company has constituted a Risk Management Committee which comprises
of two Directors, finance head and operation heads as members for
implementing, monitoring and reviewing of risk management plan
periodically. The Committee constituted by the Company has been
delegated with powers to oversee the risk management process, risk
identification, effective implementation of mitigation plan and risk
reporting.
13. Composition of Audit Committee
The Board has constituted an Independent Audit Committee which
comprises of Mr.B.Narendran, as Chairman and Mr.Sunil Deshmukh,
Mr.Harish Chandra Chawla, Mrs.Sashikala Srikanth and Mr.Devidas Mali as
members. More details on the Audit Committee are given in the corporate
governance report.
14. Evaluation of Board
Pursuant to the provisions of Section 134 of the Companies Act, 2013
read with Schedule IV of the Act and also in line with Clause 49 of the
Listing agreement, the Independent Directors of the Company without the
attendance of Non- Independent Directors and members of management met
on 24.03.2015 and reviewed the performance of non- independent
Directors and the Board as a whole. They also reviewed the performance
of the Chairperson.
The evaluation of the Board was carried out through a structured
evaluation process covering various aspects of the Boards functioning
such as composition of the Board & committees, competencies, duties and
responsibilities, attendance, valuable contribution given to the best
of Company's progress etc.
15. Corporate Social Responsibility (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has to spend at least 2% of last three years of its
average net profit for carrying out necessary CSR activities as
referred under Schedule VII of the Act. The Company has constituted a
CSR Committee and framed a policy for implementation of CSR
initiatives, which has been posted on the Company's website.
During the year, the Company has donated a new TATA Winger vehicle to
Lions Club, SPIC Nagar, Tuticorin to enable them to carry out mobile
heath service in rural areas. The Company is also in the process of
forming a new Company under Section 8 of the Companies Act, 2013 by
participating with other likeminded persons/ companies to carry out
necessary CSR activities in the ensuing years. A report on CSR
activities forming part of this report is attached herewith as separate
Annexure III.
16. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of the Companies Act,
1956 read with the Rule 7 of the
Companies (Meetings of Board and its powers) Rules, 2014 and Clasue 49
of the Listing agreement, the Company has established a vigil mechanism
for its directors and employees to report their grievances or genuine
concerns about unethical behavior, actual or suspected fraud or
violation of the Company's code of conduct. In order to avoid
fraudulent activities and also to ensure a corruption free work
environment, a detailed Whistle Blower policy has been laid down by the
Board, which has been posted on the Company's website.
17. Internal Complaints Committee
The Company has constituted an Internal Complaints Committee to prevent
and prohibit from any sexual harassment at workplace and provide
redressal for woman employees as required under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Committee constituted by the Board has laid down a policy under the
aforesaid Act and acts in accordance with the terms of reference framed
therewith.
18. The particulars required under Section 197(12) read with Rule
5(1),(2) & (3) of the Companies (Appointment and remuneration of
Managerial Personnel) Rules, 2014
The particulars required under Section 197(12) read with Rule 5(1),(2)
& (3) of the Companies (Appointment and remuneration of Managerial
Personnel) Rules, 2014 are given in Annexure IV & V, which form part of
this Report.
19. Corporate Governance Report
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing agreement forms part of this Annual Report. The requisite
certificate from the practicing Company Secretary confirming compliance
with the conditions of Corporate Governance as stipulated under Clause
49 is attached to this Report.
20. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is attached along
with this report.
21. Directors
Mr.Dhananjay N Mungale resigned from the Board on 11.08.2014. The Board
appreciated the valuable advice and guidance given by Mr.Dhananjay N
Mungale during his tenure as Director.
Mr.Sunil Deshmukh, Director of the Company, retire by rotation at the
ensuing Annual General Meeting and being eligible, offer himself, for
re-election.
At the Board meeting held on 11.08.2014, Mrs.Sashikala Srikanth was
appointed as Independent Director. As per the provisions of Sec.149 of
the Companies Act, 2013 and Clause 49 of the Listing Agreement, she
will hold office for a period of 5 years w.e.f 11.08.2014 and shall not
retire by rotation as the relevant provisions of Section 152 of the
said Act are not applicable.
The aforesaid Independent Director has given declaration to the Company
as required under Section 149(7) of the Companies Act, 2013. A brief
profile of Mrs.Sashikala Srikanth is given in the notice to the
shareholders. Pursuant to the provisions of Section 150 of the said
Act, the appointment of above director shall be placed for approval of
shareholders at the ensuing Annual General Meeting as required under
Section 150 of the said Act.
22. Auditors
a) Statutory Auditors
At the 10th AGM, M/s.CNGSN & Associates LLP, Chartered Accountants,
were appointed as statutory auditors of the Company for a period of 3
years and they will hold office until the conclusion of 13th AGM as per
Section 139 of the Companies Act, 2013 read with the Companies (Audit &
Auditors) Rules 2014. The Board of Directors, based on the
recommendation of Audit Committee, have appointed and fixed the
remuneration payable to the aforesaid statutory auditors for the
financial year 2015-16. Pursuant to the provisions of above referred
Section, the said appointment shall be subject to ratification of the
shareholders at the ensuing Annual General Meeting.
The aforesaid auditors have consented to act as statutory auditors and
issued a confirmation certifying their eligibility as required under
Section 141 of the Companies Act, 2013 read with the Companies
(Accounts) Rules 2014.
b) Cost Auditor and Cost Audit Report
The Company appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor
of the Company for the financial year 2014-15 to carry out necessary
cost audit in respect of manufacturing activities of the Company such
as speciality chemicals, drums, governor services etc. Although the
appointment of Cost Auditor for the financial year 2014-15 is not
applicable, the Company continued to utilize his service to carry out
necessary cost audit as part of implementation of good corporate
governance.
Pursuant to Section 148 of the Companies Act, 2013 read with the
amended rules thereof, the Board of Directors on recommendation of the
Audit Committee appointed MrJ.Karthikeyan, Cost accountant, as Cost
Auditor of the Company for the financial year 2015-16 and recommended
their remuneration to the shareholders for their ratification at the
ensuing Annual General Meeting.
c) Secretarial Auditor
The Company has appointed Mr.R.Kannan, Practicing Company Secretary to
carry out necessary secretarial audit as required under Section 204 of
the Companies Act, 2013. The report of the secretarial auditor is
annexed to this report as Annexure VI.
d) Internal Auditor
M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai were appointed as
Internal Auditors for a period of 2 years w.e.f 01.06.2013 to conduct
necessary internal audit of the functions and activities of the
Company. In order to comply with provisions of Section 138 of the
Companies Act, 2013 read with the Rule 13 of the Companies (Accounts)
Rules, 2014, the Company continued to utilize the service of the
Internal Auditors for which the Board
has approved for renewal of appointment for the further period of 1
year with effect from 01.07.2015.
23. Internal Control System
A strong internal control system is formulated in the Company to ensure
reliability of financial reporting, timely feedback on the achievement
of operational and strategic goals, compliance with policies,
procedures, rules and regulations safeguarding of assets and economical
and efficient use of resources.
The internal auditors appointed by the Company continuously monitor the
effectiveness of internal controls. The scope of internal audit
activity is well defined in the letter of appointment of internal
auditors. The audit committee met regularly and reviewed the reports
of internal audit submitted by the internal auditor.
24. Fixed Deposit
The Company has not invited or accepted any deposits during the year.
25. Dematerialization of Equity Shares
As at 31st March 2015, 3,81,53,626 equity shares representing 96.42% of
the paid-up share capital of the Company have been dematerialized. The
shareholders holding shares in physical form are advised to
dematerialize their shares to avoid the risks associated with holding
the share certificates in physical form.
26. Subsidiary & Associate Companies
In terms of general permission granted by the Central
Government earlier, vide its circular dated 08.02.2011 and also
pursuant to Section 136 of the Companies Act, 2013 which has given
exemption from attaching the annual reports of subsidiary Company along
with the annual report of the Company, the copies of balance sheet,
profit and loss account, report of Directors & Auditors and other
related information of M/s.South India House Estates & Properties Ltd,
M/s.Wilson Cables Private Ltd (Subsidiary Companies) and M/s.Edac
Automation Ltd (Associate Company) are not attached with this annual
report. Pursuant to Section 129(3) of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of Subsidiaries
Companies and Associate Company (in Form AOC-1) is attached to the
Financial Statement.
The Company shall make available the annual accounts of the aforesaid
subsidiary Companies to the shareholders of the Company upon their
request. The annual accounts of the said subsidiary Companies shall
also be kept available for inspection by any member at the Registered/
Corporate office of the Company.
27. Consolidated Financial Statements
In accordance with Accounting Standard 21 of Institute of Chartered
Accountants of India and Clause 32 of the Listing Agreement, the
consolidated financial statements are prepared by the Company. The
audited consolidated financial statements together with auditors'
report for the financial year ended 31st March 2015 are attached with
this annual report.
Acknowledgement
Your Directors take this opportunity to express their gratitude to
Company's Bankers, NBFCs, Customers, Suppliers, Govt. Departments and
other business associates for their unstinted support extended to the
Company. Your Directors wish to place on record, their appreciation of
the efficient and dedicated services rendered by the employees at all
levels across the Company. We are sincerely grateful to all the
shareholders for their confidence, faith and support in the endeavours
of the Company.
For and on behalf of the Board
Place: Chennai Ashwin C Muthiah
Date: 31.07. 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 10th Annual Report and the
Audited Accounts of the Company for the financial year ended 31st March
2014.
PERFORMANCE OF THE COMPANY
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2014
is summarized below:
(Rs. in Lakhs)
Year ended Year ended
31st March 2014 31st March 2013
Revenue from operations 67639 88148
Other Income 2497 802
Total Revenue 70136 89220
Profit before Finance Cost, 3037 3562
Depreciation and Tax
Less: Finance Cost 928 1091
Less: Depreciation 391 222
Profit before Tax 1718 2249
Less: Provision for Tax (9) 751
Profit after Tax 1727 1498
Add: Exceptional Items (net of tax) (641) (168)
Profit after Tax & Exceptional items 1086 1330
Add: Balance in Profit and Loss Account 4388 3518
Amount available for Appropriations 5474 4848
Appropriations
General Reserve - -
Dividend on Equity shares 317 396
Tax on Dividend 51 64
Balance carried to the Balance Sheet 5106 4388
Earnings per share (EPS) in Rs. 2.74 3.36
REVIEW OF OPERATIONS
Due to continued economic decline, slow growth in all industrial
sectors and rising inflation, the overall operational performance of
the Company was not as expected during the year. During the year under
review, the Company has posted a total revenue of Rs.70,136 Lakhs and
profit before tax of Rs.1,718 Lakhs when compared to Rs.89,220 Lakhs
and Rs.2,249 Lakhs respectively in 2012-13. The overall operational
performance of various divisions of the Company is given below.
Building Material
During the year, the Building Material division of the Company has
posted a total turnover of Rs.37,000.56 Lakhs and earned a net profit
of Rs.279.65 Lakhs as against Rs.42,792.36 Lakhs and Rs.578.57 Lakhs
respectively in 2012-13. The performance of sale of building materials
was down due to recessionary trends prevailed in all steel and
construction related industries. Sluggish demand on construction
materials and downfall in real estate business had drastically affected
the division''s overall sales in 2013-14.
Commercial Vehicles
The revenue of Commercial Vehicles division for the year 2013-14 was
Rs.24,642.23 Lakhs compared to Rs. 37,911.13 Lakhs and the net profit
was Rs.332.62 Lakhs compared to Rs.624.12 Lakhs in previous year.
During the year, the economic slowdown stretched to all types of
commercial vehicles segment and hence this division too suffered on
account of sluggish market condition. The sales target of mid size
commercial vehicles could not be achieved in the second half of the
year and this has impacted the division''s performance. This division
has sold 4704 units which include all premium range of vehicles and
supply of Tata buses to the Govt. of Tamilnadu continued as per the
order received by the Company. This division has been awarded in
recognition of being "Best dealer in Tamilnadu for Tata venture sales"
in 2013-14.
Governor Services
Governor Services division has posted a total revenue of Rs.2478.88
Lakhs and earned a net profit of Rs.423.20 Lakhs compared to
Rs.2,334.20 Lakhs and Rs.444.27 Lakhs respectively last year. The
division has received award from RCF, Govt of India in recognition of
excellent services provided to them. This division has also been
awarded by NORGREN as overall best performing distributor.
Speciality Chemicals
The Company''s Speciality Chemicals division has posted a total turnover
of Rs.345.44 Lakhs and earned a net profit of Rs.74.23 Lakhs this year.
During the year, this division has bagged 1 year contract valuing Rs.45
Lakhs from power generation corporations for supply of cooling water
treatment and boiler chemicals. This division has produced 234 MT of
chemicals and supplied to various industries like fertilizers,
petrochemicals, refineries etc.
Drums & Barrels
During the year, the Drums Manufacturing division has posted a total
turnover of Rs.3,097.06 Lakhs and earned a net profit of Rs.236.44
Lakhs compared to Rs.3,085.96 Lakhs and Rs.203.85 Lakhs respectively in
the previous year. This division has executed a total sales volume of
2,31,309 barrels in 2013-14.
Boat building
Total income of Boat Building division for the year 2013-14 is
Rs.215.34 lakhs as against Rs.1,875.77 Lakhs in the previous year.
During the year, this division has issued a credit note for Rs.641
Lakhs to BEML due to price escalation.
DIVIDEND
Your directors have recommended a dividend of Re.0.80 per equity share
(8% on equity capital of the Company) for the financial year 2013-14.
Total dividend is Rs.317 Lakhs (inclusive of dividend distribution tax
of Rs.51 Lakhs). The dividend shall be paid to the eligible
shareholders whose names appear in the Register of Members as on the
record date fixed by the Board.
DIRECTORS
Mr.Ashwin C Muthiah and Mr.Sunil Deshmukh, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves, for re-election.
Mr.B.Narendran and Brig (Retd.) Harish Chandra Chawla are acting as
Independent Directors on the Board in accordance with Clause 49 of the
Listing Agreement. In order to bring their appointment as independent
directors under Section 149 of the Companies Act, the Board, at its
meeting held on 27.05.2014, appointed them as Independent Directors and
they will hold office for a period of 5 years w.e.f 27.05.2014.
According to the provisions of Section 150 of the said Act, the
appointment of above directors shall be placed for approval of
shareholders at the ensuing Annual General Meeting.
The aforesaid Independent Directors have given declaration to the
Company as required under Section 149(b) of the Companies Act, 2013.
The Independent Directors appointed under Section 149 of the Companies
Act, 2013 shall not retire by rotation as the relevant provisions of
Section 152 of the said Act are not applicable to them.
AUDITORS
M/s.CNGSN & Associates, Chartered Accountants, statutory auditors of
your Company retire at the conclusion of this Annual General Meeting
and being eligible offer themselves for re-appointment. Pursuant to
Section 139 of the Companies Act, 2013 read with the Companies (Audit &
Auditors) Rules 2014, the said auditors are eligible to hold office for
a term up to 3 years. Subject to approval of shareholders at ensuing
Annual General Meeting, the said auditors shall hold office for a term
up to 3 years.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year.
DEMATERIALISATION OF EQUITY SHARES
As at 31st March 2014, 3,81,32,352 equity shares representing 96.36% of
the paid-up share capital of the Company have been dematerialized. The
shareholders holding shares in physical form are advised to
dematerialize their shares to avoid the risks associated with holding
the share certificates in physical form.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing agreement forms part of this Annual Report. The requisite
certificate from the practicing Company Secretary confirming compliance
with the conditions of Corporate Governance as stipulated under Clause
49 is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is attached along
with this report.
DIRECTORS RESPONSIBILITY STATEMENT
1) Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board
of Directors report that :
(a) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates which are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at 31st March 2014 and of the profit & loss account of the
Company for year ended on that date.
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
(d) t hey have prepared the annual accounts on a going concern basis.
2) The particulars required under Section 217(1)(e) of the Companies
Act, 1956, read with the Rules framed there under are given in Annexure
I, which forms part of this Report.
3) The particulars required under Sec.217(2A) of the Companies Act,
1956 the Companies (Particulars of Employees) Rules 1975 are given in
Annexure II, which forms part of this Report.
SUBSIDIARIES
In terms of general permission granted by the Central Government
earlier, vide its circular dated 08.02.2011, under Section 212(8) of
the Company Act 1956, copies of balance sheet, profit and loss account,
report of Directors & Auditors and other related information of the
subsidiary companies viz., South India House Estates & Properties Ltd
and Wilson Cables Private Ltd, Singapore, have not been attached with
this annual report.
However, the Company shall make available the annual accounts of the
aforesaid subsidiary Companies to any member of the Company upon
request. The annual accounts of the said subsidiary Companies shall
also be kept available for inspection by any member at the
Registered/Corporate office of the Company and that of the subsidiary
companies concerned.
In accordance with Accounting Standard 21 of Institute of Chartered
Accountants of India, the audited consolidated financial statement is
attached with this annual report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratitude to
Company''s Bankers, NBFCs, Customers, Suppliers, Govt. Departments and
other business associates for their unstinted support extended to the
Company. Your Directors wish to place on record, their appreciation of
the efficient and dedicated services rendered by the employees at all
levels throughout the Company. And we are sincerely grateful to all the
shareholders for their confidence, faith and support in the endeavours
of the Company.
For and on behalf of the Board
Place : Chennai Ashwin C Muthiah
Date : 27th May 2014 Chairman
Mar 31, 2013
The Directors are pleased to present the 9th Annual Report and the
Audited Accounts of the Company for the financial year ended 31st March
2013.
PERFORMANCE OF THE COMPANY FINANCIAL RESULTS
Financial performance of the Company for the year ended 31st March 2013
is summarized below:
(Rs. in Lakhs)
Year ended Year ended
31st March 2013 31st March 2012
Revenue from operations 88418 93989
Other Income 802 323
Total Revenue 89220 94312
Profit before Finance Cost,
Depreciation and Tax 3562 3125
Less: Finance Cost 1091 825
Less: Depreciation 222 205
Profit before Tax 2249 2095
Less: Provision for Tax 751 698
Profit after Tax 1498 1397
Add: Exceptional Items (Net of tax) (168) 554
Profit after Tax & Exceptional items 1330 1951
Add: Balance in Profit and Loss Account 3518 2127
Amount available for Appropriations 4848 4078
Appropriations
General Reserve 100
Dividend on Equity shares 396 396
Tax on Dividend 64 64
Balance carried to the Balance Sheet 4388 3518
Earnings per share (EPS) in Rs. 3.36 4.93
REVIEW OF OPERATIONS
During the year under review, the financial performance of the Company
was not as expected due to general economic decline. For the current
fiscal, the Company has posted operating and financial results with a
total turn-over of Rs.89,220 Lakhs and a profit after tax of Rs.1,330
Lakhs when compared to Rs.94,312 Lakhs and Rs.1,951 Lakhs respectively
in 2011-12.
Division wise operational performance of the Company is given below:-
Building Materials
During the year, this division has posted a total turn over of
Rs.42,792.36 Lakhs and earned a net profit of Rs.578.57 Lakhs against
Rs.43,118.02 Lakhs and Rs.921.47 Lakhs respectively in 2011-12. The
dropdown in terms of sales and profits of this division in 2012-13 is
due to recessionary trends prevailed in all commercial/ industrial
sectors including steel and construction related industries in the
current fiscal.
Commercial Vehicles
The revenue of commercial vehicles division for the year was
Rs.37,911.13 Lakhs compared to Rs.43,460.23 Lakhs in 2011-12. The net
profit was Rs.624.12 Lakhs compared to Rs.546.73 Lakhs in previous
year. The dropdown in sales of commercial vehicles is due to general
recessionary trends prevailed in the year 2012-13.
During the year under review, the total sales volume of this division
was 7,833 units which include TATA premium range of vehicles such as
Ace, HCVs, ICVs, LCVs, Super Ace etc. During the year, this division
has executed an order for supply of 803 TATA buses to the Govt, of
Tamilnadu.
Goodwill Governor Services
The division continued to perform well and the revenue of this division
during the year under review, was remarkable. Total income of this
division was Rs.2,334.20 Lakhs as against Rs.1,999.88 Lakhs in the
previous year and net profit was Rs.444.27 Lakhs compared to Rs.352.70
Lakhs last year.
Goodwill Engineering Works
During the year, this division has successfully delivered 34 Motor tug
launches to BEML. Total income of this division was Rs.1,875.77 Lakhs
as against Rs.1,030.86 Lakhs in the previous year and net profit was
Rs.783.08 Lakhs compared to Rs.337.27 Lakhs last year. This division
reached its budgeted sales level.
Speciality Chemicals
The Company''s Speciality Chemicals division has performed well during
the year and this division has achieved an increased total turn-over of
Rs.480.72 Lakhs and earned a impressive net profit of Rs.116.28 Lakhs
as against a turn-over of Rs.399.59 Lakhs and net profit of Rs.47.54
Lakhs during the previous year.
This division has bagged 1 year contract from Andhra Pradesh Power
Generation Corporation Ltd for supply of CWT Chemicals and bagged order
from Madras Fertilizers Ltd for supply of Boiler Chemicals during the
year.
Drums & Barrels
During the year, this division has produced 2.32 Lakhs barrels and
achieved a total turn-over of Rs.3,471.22 Lakhs and net income of
Rs.203.85 Lakhs as compared to a total turn-over of Rs.4,208.80 Lakhs
and net income of Rs.369.75 Lakhs last year.
DIVIDEND
Your directors have recommended a dividend of Rea- per equity share
(10% on equity capital of the Company) for the financial year 2012-13.
Total dividend is Rs.460 Lakhs (inclusive of dividend distribution tax
of Rs.64 Lakhs). The dividend shall be paid to the eligible
shareholders whose names appear in the Register of Members as on the
record date fixed by the Board.
DIRECTORS
Mr.B.Narendran and Mr.Sunil Deshmukh, Directors of the Company, retire
by rotation at the ensuing Annual General Meeting and being eligible,
offer themselves, for re-election.
Mr.Dhananjay N Mungale was appointed as additional Director into the
Board on 03.08.2012 and he shall hold office upto the date of ensuing
Annual General Meeting and is eligible for re-appointment.
Mr.Ashwin C Muthiah, Brig (Retd.) Harish Chandra Chawla and Mr.Devidas
Mali were appointed as additional Directors into the Board on
10.12.2012 and they shall hold office upto the date of ensuing Annual
General Meeting and they are eligible for re-appointment.
Mr.Devidas Mali was appointed as COO & Whole Time Director of the
Company for a period of 3 years w.e.f. 11.12.2012 and his terms of
appointment shall be subject to the approval of shareholders at the
ensuing Annual General Meeting.
Dr.RM.Krishnan resigned from the Board on 10.12.2012.
Mr.R.Sivagurunathan, resigned from the position of Whole Time Director
and he was relieved from the services of the Company at the closure of
office hours on 10.12.2012.
AUDITORS
M/s.CNGSN & Associates, Chartered Accountants, statutory auditors of
your Company retire at the conclusion of this Annual General Meeting
and being eligible offer themselves for re-appointment.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year.
CHANGE IN CORPORATE OFFICE ADDRESS
During the year, the Company has changed its corporate office to new
premises located at 4th Floor, SPIC House, No.88, Mount Road, Guindy,
Chennai-600032.
DEMATERIALISATION OF EQUITY SHARES
As at 31st March 2013, 3,80,73,848 equity shares representing 96.21% of
the paid-up share capital of the Company have been dematerialized. The
shareholders holding shares in physical form are advised to
dematerialize their shares to avoid the risks associated with holding
the share certificates in physical form.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing agreement forms part of this Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 is
attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is attached along
with this report.
DIRECTORS RESPONSIBILITY STATEMENT
1) Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board
of Directors report that:
(a) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same.
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates which are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at 31st March 2013 and of the Profit & Loss Account of the
Company for year ended on that date.
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
(d) they have prepared the annual accounts on a going concern basis.
2) The particulars required under Section 217(1 )(e) of the Companies
Act, 1956, read with the Rules framed there under are given in Annexure
I, which forms part of this Report.
3) The particulars required under Section 217(2A) of the Companies Act,
1956 the Companies (Particulars of Employees) Rules, 1975 are given in
Annexure II, which forms part of this Report.
SUBSIDIARIES
In terms of general permission granted by the Central Government, vide
its circular dated 08.02.2011, under Section 212(8) of the Company Act
1956, copies of Balance Sheet, Profit and Loss Account, Report of
Directors & Auditors and other related information of the subsidiary
Companies viz., South India House Estates & Properties Ltd and Wilson
Cables Private Ltd, Singapore, have not been attached with this annual
report.
However, the Company shall make available the annual accounts of the
aforesaid subsidiary Companies to any member of the Company upon
request. The annual accounts of the said subsidiary Companies shall
also be kept available for inspection by any member at the
Registered/Corporate office of the Company and that of the subsidiary
Companies concerned.
In accordance with Accounting Standard 21 of Institute of Chartered
Accountants of India, the audited Consolidated Financial Statement is
attached with this annual report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of
gratitude to the Banks, Customers, Suppliers, Government Departments,
Local Authorities and other Business Associates for their continued
support extended to the Company.
We would also like to place on record our sincere appreciation for the
commitment, dedication and hard work put in by every employee of
Sicagen.
And we are sincerely grateful to all the shareholders for their
confidence, faith and support in the endeavours of the Company.
For and on behalf of the Board
Place : Chennai Ashwin C Muthiah
Date :8th May 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the 8th Annual Report and the
Audited Accounts of the Company for the financial year ended 31 March
2012.
PERFORMANCE OF THE COMPANY FINANCIAL RESULTS
Financial performance of the Company for the year ended March 31, 2012
is summarized below:
(in Rs Lakh)
Year ended Year ended
31 March 2012 31 March 2011
Revenue
Continuing Operations 90911 77565
Discontinuing Operations 3401 2072
Total Revenue 94312 79637
Profit before Finance Cost,
Depreciation and Tax 3124 2476
Less: Finance Cost 825 467
Less: Depreciation 205 177
Profit before Tax 2094 1832
Less: Provision for Tax 698 590
Profit after Tax 1396 1242
Add: Exceptional Items (net of tax) 554 1204
Profit after Tax & Exceptional items 1950 2446
Add: Balance in Profit and Loss Account 2127 241
Amount available for Appropriations 4077 2687
Appropriations
General Reserve 100 100
Dividend on Equity shares 396 396
Tax on Dividend 64 64
Balance carried to the Balance Sheet 3517 2127
Earnings per share (EPS) in Rs 4.93 6.18
REVIEW OF OPERATIONS
2011 -12 was a challenging year and despite rising inflation, intense
competition in the market and increase in interest rates the Company
performed reasonably well, the highlights are given below:
Highest ever Turnover and Highest ever Profit after Tax.
Total Revenue increased by 18% to Rs 94312 lakhs.
Revenue Continuing Operations increased by 1 7% to Rs 90911 lakhs.
Revenue Discontinuing Operation increased by 64% to Rs 3401 lakhs.
Profit before Finance cost, depreciation and tax increased by 26% to Rs
3125 lakhs.
Profit before tax increased by 14% to Rs 2094 lakhs.
Profit after tax increased by 12% to Rs 1396 lakhs.
Profit after tax and exceptional items was Rs 1950 lakhs.
OPERATIONAL HIGHLIGHTS
First State Of Art Platinum setup in the country was opened at
Ambattur, Chennai primarily catering to all types of Tata Motors SCV
servicing requirements by a full range dealer.
, Achieved all time high sales of ACE both in Tanjore & Chennai - 51 50
Numbers in the TATA Motors small commercial vehicles goods category.
Successfully delivered 22 Motor Tug Launches to BEML during this year.
Obtained Boiler Tube Distributorship for Tamilnadu & Kerala from M/s
Tata Steels.
Executed retrofit order for governor received from Reliance Industries
Ltd valued at Rs 1.90 lakhs.
Bagged a 3 year contract from ONCC. Uran for Supply of Chemicals and
servicing of cooling water treatment plant.
Obtained CRISIL BBB /Stable rating during this year.
RECLASSIFICATION OF BUSINESS OPERATIONS
During the year 2008, your Directors had decided as a part of the
restructuring plan to concentrate only on key areas of interest and the
non-core businesses i.e., Goodwill Governor Services, Goodwill
Engineering Works, Speciality Chemicals and Goodwill Travels were
classified as Discontinuing Operations.
Since then the Company's remaining non-core businesses have grown
progressively and the revenue and profits from these business
operations have considerably increased. The future operational
feasibilities of these businesses are looking good, hence
reclassification of these businesses from Discontinuing to Continuing
Operations would be more beneficial to the Company.
The Board of Directors have approved reclassification of Goodwill
Governor Services, Goodwill Engineering Works and Speciality Chemicals
as Continuing Operations from the financial year 2012-1 3.
DIVIDEND
Your directors have recommended a dividend of Re 1 per equity share
(10% on equity capital of the Company) for the financial year 2011-12.
Total dividend is Rs 460 lakhs (inclusive of tax of Rs 64 lakhs). The
dividend shall be paid to the eligible shareholders whose names appear
in the Register of Members as on the record date fixed by the Board.
DIRECTORS
Mr B Narendran, Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself, for
re-election.
Mr R Narayanasamy resigned from the Board on 23.08.2011.
Mr K K Rajagopalan was appointed as additional Director into the Board
on 23.08.2011 and resigned from the Board on 06.10.201 1.
Mr S Arumugam, Managing Director resigned on 23.08.2011 and he was
relieved from the services of the Company effective on 06.1 0.2011.
Dr RM Krishnan, Mr R Sivagurunathan and Mr Sunil Deshmukh were
appointed as additional Directors of the Company with effect from
23.08.2011, 06.10.2011 and 06.02.2012 respectively and they shall hold
office up to the date of ensuing Annual General Meeting and are
eligible for re-appointment.
Mr R Sivagurunathan was appointed as Whole Time Director of the Company
with the designation as CEO for a period of 3 years w.e.f., 06.10.2011
and his terms of appointment shall be subject to the approval of
shareholders at the ensuing Annual General Meeting.
AUDITORS
M/s CNGSN & Associates, Chartered Accountants, statutory auditors of
your Company retire at the conclusion of this Annual General Meeting
and being eligible offer themselves for re-appointment.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year.
DEMATERIALISATION OF EQUITY SHARES
As at 31 March 2012, 3,80,52,935 equity shares representing 96.16% of
the paid-up share capital of the Company have been dematerialized. The
shareholders holding shares in physical form are advised to
dematerialize their shares to avoid the risks associated with holding
the share certificates in physical form.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing agreement forms part of this Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 is
attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is attached along
with this report.
DIRECTORS RESPONSIBILITY STATEMENT
1 Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Board
of Directors report that:
a in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
b they have selected such accounting policies and applied them
consistently and made judgments and estimates which are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at 31 March 2012 and of the profit & loss account of the
Company for year ended on that date.
c they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
d they have prepared the annual accounts on a going concern basis.
2 The particulars required under Section 217(1 )(e) of the Companies
Act, 1956, read with the Rules framed there under are given in Annexure
I, which forms part of this Report.
3 As per the recent amendment made by the Central Govt, in the
Companies (Particulars of Employees) Rules 1975, a statement giving
particulars under Sec.21 7(2A) of the Companies Act, 1956 and required
to be included in the Directors' Report is not applicable, as no
employee of the Company was in the receipt of remuneration exceeding
the limits prescribed therein.
SUBSIDIARIES
Wilson Cables Private Ltd, Singapore has become a wholly owned
subsidiary of your Company effective from 01.04.2011 on account of
acquisition of its 100% equity capital.
In terms of general permission granted by the Central Government, vide
its circular dated 08.02.2011, under Section 212(8) of the Company Act
1956, copies of balance sheet, profit and loss account, report of
Directors & Auditors and other related information of the subsidiary
companies viz., South India House Estates & Properties Ltd and Wilson
Cables Private Ltd, Singapore, have not been attached with this annual
report.
However, the Company shall make available the annual accounts of the
aforesaid subsidiary Companies to any member of the Company upon
request. The annual accounts of the said subsidiary Companies shall
also be kept available for inspection by any member at the
Registered/Corporate office of the Company and that of the subsidiary
companies concerned.
In accordance with Accounting Standard 21 of Institute of Chartered
Accountants of India, the audited consolidated financial statement is
attached with this annual report.
ACKNOWLEDGEMENT
Your Directors are thankful to each and every stakeholder for their
faith and support in the endeavors of the Company.
The Board places on record their appreciation for the support received
from its Customers, Bankers, Suppliers and all other Business
Associates.
The continued dedication and commitment shown by the employees deserve
special mention.
For and on behalf of the Board
B Narendran
Chairman of the Board
Place Chennai
Date 28 May 2012
Mar 31, 2011
Dear Members,
The Directors are pleased to present the 7th Annual Report and the
Audited Accounts of the Company for the financial year ended 31 March
2011.
PERFORMANCE OF THE COMPANY
FINANCIAL RESULTS
Financial performance of the Company for the year ended 31 March 2011
is summarized below:
(in Rs Lakh)
Year ended Year ended
31 March 2011 31 March 2010
Income 80018.87 51858.80
Profit before Interest,
Depreciation and Tax 2439.08 1388.48
Less: Interest 429.70 263.31
Less: Depreciation 176.75 170.66
Profit before Tax 1832.63 954.51
Less: Provision for Tax 589.93 244.90
Profit after Tax 1242.70 709.61
Add: Exceptional Items
(net of tax) 1203.66 22.80
Profit after Tax &
Exceptional items 2446.36 732.41
Add: Balance in Profit and
Loss Account 240.59 (491.82)
Amount available for Appropriations 2686.95 240.59
Appropriations
General Reserve 100.00 -
Dividend on Equity shares 395.72 -
Tax on Dividend 64.19 -
Balance carried to the Balance Sheet 2127.04 240.59
Earnings per share (EPS) in Rs. 6.18 1.85
REVIEW OF OPERATIONS
Highest ever Turnover and Highest ever Profit after Tax. Income
increased by 54% to Rs. 80018.87 lakhs. PBDIT increased by 76% to
Rs.2439.08 lakhs. Profit before tax increased by 92% to Rs.1832.63
lakhs. Profit after tax increased by 75% to Rs.1242.70 lakhs. Profit
after tax and exceptional items was Rs.2446.36 lakhs.
Summary of Division-wise Operational Performance is given below:
(in Rs Lakh)
Year ended Year ended
31 March 2011 31 March 2010
Income Profit Income Profit
Building Materials 35452.85 889.84 27116.11 576.16
Commercial Vehicles 37906.81 495.56 19692.83 161.85
Goodwill Governor
Services 1622.92 312.50 1115.18 196.28
Drum Manufacturing 4050.59 540.49 3338.91 533.19
Speciality Chemicals 269.94 45.34 142.42 16.89
Goodwill Engineering
Works 196.27 41.04 - (33.25)
Rs. Achieved milestone sales of 7778 commercial vehicles in 2010-11.
Received awards from Tata Motors at the Southern dealers conference for
the best performance in Magic and ICV for Chennai and for the best
debutant dealer for Tanjore. We can also proudly say that it is we who
pioneered the initiative for the success of "Magic" vehicles in
Chennai.
Rs. Signed Dealership MOU for TMT rebars with M/s Steel Mart India,the
Indian marketing wing for M/s Arcelor Mittal.
Rs. Stockistship obtained from M/S Chettinad Cements to deal in various
grades of cement in Tamilnadu & Kerala.
Rs. Entered into Distributorship Agreement with Zenith Pipes for Kerala
& Tamilnadu.
Rs. Obtained Distributorship of Supreme PVC Pipes in Orissa & Goa.
Rs. Norgren has extended Distributorship for their power sector products
to 6 more states in the Northern region.
DIVIDEND
Your directors have recommended a maiden dividend of Re.1/- per equity
share (10% on equity capital of the Company) for the financial year
2010-11. Total dividend is Rs. 395.72 lakhs. Dividend including tax as
a % of profit after tax is 37%. The dividend shall be paid to the
eligible shareholders whose names appear in the Register of Members as
on the record date fixed by the Board.
DIRECTORS
Mr B Narendran, Director of the Company, retires by rotation at this
Annual General Meeting and being eligible, offers himself, for
re-election.
AUDITORS
M/s CNGSN & Associates, Chartered Accountants, statutory auditors of
your Company retire at the conclusion of this Annual General Meeting
and being eligible offer themselves for re-appointment.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year.
DEMATERIALISATION OF EQUITY SHARES
As at 31 March 2011, 36855684 equity shares representing 93.14% of the
paid-up share capital of the Company have been dematerialized. The
shareholders holding shares in physical form are advised to
dematerialize their shares to avoid the risks associated with holding
the share certificates in physical form.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing agreement forms part of this Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 is
attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is attached along
with this report.
DIRECTORS' RESPONSIBILITY STATEMENT
1 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors report that:
a in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
b they have selected such accounting policies and applied them
consistently and made judgments and estimates which are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at 31 March 2011 and of the profit & loss account of the
Company for year ended on that date.
c they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
d they have prepared the annual accounts on a going concern basis.
2 The particulars required under Section 217(1)(e) of the Companies
Act, 1956, read with the Rules framed there under are given in Annexure
I, which forms part of this Report.
3 As per the recent amendment made by the Central Govt. in the
Companies (Particulars of employees) rules 1975, a statement giving
particulars under Sec.217 (2A) of the Companies Act, 1956 and required
to be included in the Directors' Report is not applicable, as no
employee of the Company was in the receipt of remuneration exceeding
the limits prescribed therein.
SUBSIDIARIES
In terms of general permission granted by the Central Government, vide
its circular dated 08.02.2011, under
Section 212(8) of the Company Act 1956, copy of balance sheet, profit
and loss account, report of Directors & Auditors and other related
information of the subsidiary company viz., South India House Estates &
Properties Ltd, has not been attached with this annual report. However,
the Company shall make available the annual accounts of the aforesaid
subsidiary Company to any member of the Company upon request. The
annual accounts of the said subsidiary shall also be kept available for
inspection by any member at the Registered/Corporate office of the
Company and that of the subsidiary Company concerned.
In accordance with Accounting Standard 21 of Institute of Chartered
Accountants of India, the audited consolidated financial statement is
attached with this annual report.
During the year, your Company has divested its investment held in SDB
Cisco (India) Ltd on 09.08.2010 and as a result, SDB Cisco (India) Ltd
and its subsidiary viz., Modern Protection & Investigations Ltd, ceased
to be the subsidiaries of your Company with effect from 09.08.2010.
At the end of the financial year, your Company has entered into a share
purchase agreement (SPA) for acquisition of 100% equity capital of M/s
Wilson Cables Private Ltd (WCPL), Singapore. As per the terms of the
said SPA, your Company has remitted a sum of USD 10.006 million towards
the payment of purchase consideration and WCPL has become a 100%
subsidiary of your Company effective from 01.04.2011.
ACKNOWLEDGEMENT
Your Directors are thankful to each and every stakeholder for their
faith and support in the endeavours of the Company.
We acknowledge with deep gratitude the support received from our
Customers, Bankers, Suppliers and all other Business Associates.
Your Directors also wish to express their appreciation to all the
employees of the Company for their contribution and hard work and
without their commitment and hard work the Company's growth and
performance would not have been possible.
For and on behalf of the Board
S Arumugam
Chairman of the Board
Place: Chennai
Date : 27 May 2011
Mar 31, 2010
The Directors have pleasure in presenting the 6th Annual Report
together with the Audited Accounts of the Company for the year ended 31
March 2010.
FINANCIAL RESULTS (in Rs Lakh)
Year ended Year ended
31 March 2010 31 March 2009
Net Income/Sales 51409.79 42147.78
Add :Other Operating Income 63.54 163.10
Less Operating Expenditure 50640.98 41692.37
Operating Profit 832.35 618.51
Add: Other Income 385.47 533.48
Less: Interest 263.31 120.30
Profit before Tax and Exceptional
items 954.51 1031.69
Less: Exceptional Items (22.80) 613.53
Less: Provision for Tax 244.90 186.87
Profit after Tax & Exceptional items 732.41 231.29
Earnings per share (EPS) in Rs. 1.85 0.58
REVIEW OF OPERATIONS
The Companys Net Income/Sales in the current fiscal was Rs.51409.79
lakhs compared to Rs.42147.78 lakhs in 2008-09. Profit after tax was
Rs.732.41 lakhs as against Rs.231.29 Lakhs in the previous year.
Operational performance division wise is given below:
Building Materials
Turn over for 2009-10 was Rs.27116.11 lakhs with a net profit of
Rs.579.16 lakhs as against Rs.26682.59 lakhs and Rs.631.84 lakhs
respectively in 2008-09. The performance was good considering the
effects of the general slowdown in the economy in the first half of the
current fiscal.
During this year the division has obtained Super Stockistship from M/s
Tulsyan NEC Limited to market TMT rebars in the Union territory of
Pondicherry & South Arcot District of Tamilnadu and Stockistship from
M/s Dalmia Cements Bharat Ltd and M/s Madras Cements Ltd to deal in
different grades of cement.
The division has also bagged the dealership from SAIL for four more
locations namely Secunderabad, Salem, Erode and Palakkad in 2009-10.
Distributorship for Zenith Pipes in Karnataka and Distributorship for
Zuari Cements in Tamilnadu was also obtained during the current fiscal.
This division was given the "Southern Star Project Team Award" by Tata
Steel for 2009-10 performance.
Vehicles & Spares
Revenue for this division for the year was Rs. 19692.83 lakhs compared
to Rs. 14284 lakhs in 2008-09. The profit before tax was Rs. 161.85
lakhs compared to Rs.161.82 lakhs in the previous year. The total sale
of this division was 5109 numbers compared to 3202 numbers in the
previous year. The division performed well despite the effects of the
global downturn in the economy and paucity of funding by NBFCs during
the first half of the current fiscal.
Goodwill Governor Services
Performance of this division was good and the revenue of the division
during the year under review was Rs.111 5.18 lakhs compared to
Rs.818.87 lakhs in the previous year and net profit was Rs.196.28 lakhs
when compared to Rs.195.71 lakhs in the previous year.
One more Woodward Authorised service facility was set up at New Delhi
in 2009-10.
Drums & Barrels
This division was acquired at the beginning of this year. The division
manufactures drums and barrels that are used mainly for the transport
of lubricant oil. hazardous and non-hazardous chemicals and pulp. This
division has performed very well in the current fiscal. The division
has done a sale of 280389 barrels with a turnover of Rs.3338.91 lakhs
and a net profit of Rs.533.19 lakhs.
During the year, the division has bagged an order from BPCL for supply
of 20 gauge plain barrels.
Speciality Chemicals
This division logged a turnover of Rs. 142.42 lakhs in 2009-10 as
against a turnover of Rs.116.47 lakhs in 2008-09. Net Profit was Rs.
16.89 lakhs when compared to Rs.7.11 lakhs in the previous fiscal.
During this year the division executed its first export order to
Jordan.
Goodwill Engineering Works
There are positive signs that the boat orders with BEML will be
completed by the end of this year.
Discontinued Operations
Travels business was successfully hived off during the year.
DIVIDEND
With a view to conserve resources for future growth, the Board of
Directors do not recommend any dividend for the year ended 31 March
2010.
DIRECTORS
S Arumugam who was appointed as Whole time Director with the
designation of Director & CEO was re-designated as Managing Director
with revised terms of appointment for a period of 2 years w.e.f
01.04.2010
R Narayanasamy Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible. offers himself for
re-election.
AUDITORS
M/s CNCSN & Associates, Chartered Accountants, statutory auditors of
your Company retire at the conclusion of this Annual General Meeting
and being eligible offer themselves for re-appointment.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year.
DEMATERIALISATION OF EQUITY SHARES
3,67,87,554 equity shares representing 92.96% of the paid-up share
capital of the Company has been dematerialized as on 31 March 2010. The
shareholders holding shares in physical form are advised to
dematerialize their shares to avoid the risks associated with holding
the share certificates in physical form.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing agreement forms part of this Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 is
attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion &. Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is attached along
with this report.
DIRECTORS RESPONSIBILITY STATEMENT
1 Pursuant to Section 21 7(2AA) of the Companies Act, 1956, with
respect to Directors responsibility statement, it is hereby confirmed
that:
a in the preparation of the Annual Accounts for the year ended 31 March
2010, the applicable accounting standards have been followed. b that
such accounting policies have been selected and applied consistently
and have made judgments and estimates which are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company at 31 March 2010 and of the profit & loss account of the
Company for year ended on that date. c that proper and sufficient care
has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
d that the annual accounts for the year ended 31 March 2010 has been
prepared on a going concern basis.
2 The particulars required under Section 21 7(1) (e) of the Companies
Act, 1956, read with the Rules framed there under are given in Annexure
I, which forms part of this Report.
3 The particulars required under Section 21 7(2A) of the Companies Act,
1956, read with the Rules framed there under are given in Annexure II,
which forms part of this Report.
SUBSIDIARIES
Ministry of Corporate Affairs, Government of India has granted approval
that the requirement to attach various documents in respect of
subsidiary companies, as set out in sub-section (1) of Section212 of
the Companies Act, 1956, shall not apply to the Company. Accordingly
the Balance Sheet, Profit and Loss and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. The Company will make available these documents/details
upon request by any member of the Company and its subsidiaries
interested in obtaining the same. The annual accounts of the subsidiary
companies shall also be kept available for inspection at the
Registered/Corporate Office of the company and that of the subsidiary
companies concerned.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions laid down in Accounting Standard 21
of Institute of Chartered Accountants of India, the audited
Consolidated Financial Statements are provided in the Annual report.
However as per the provisions of the above standard the Company has not
taken into account the financial statement of its Subsidiary SDB Cisco
(India) Ltd and its subsidiary Modern Protection & Investigations Ltd
for consolidation as the relevant investment is held with an intention
to sell/transfer or dispose of in the near future.
ACKNOWLEDGEMENT
On behalf of the Directors I wish to place on record our deep gratitude
to our Shareholders, Customers, Bankers, Suppliers and all other
Business Associates for the excellent support received from them during
the year. Your Directors also recognize and appreciate the efforts and
hard work of ail the employees of the Company and their continued
contribution to its progress.
For and on behalf of the Board
Place Chennai S Arumugam
Date 29 May 2010 Chairman of the Board
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