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Directors Report of Siyaram Silk Mills Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 47th Annual Report of the Company along with Audited Financial Statements for the year
ended March 31, 2025.
1. Standalone Financial Results:
|
Particulars |
STANDALONE |
|
|
FY 2024-25 |
FY 2023-24 |
|
|
Total Revenue |
2,29,562 |
2,12,472 |
|
Profit before Depreciation and Tax |
32,889 |
30,211 |
|
Less: Depreciation |
5,995 |
5,503 |
|
Profit before Tax |
26,894 |
24,708 |
|
Less: Tax Expense |
7,021 |
6,240 |
|
Profit after Tax |
19,873 |
18,468 |
|
Add/(Less): Other Comprehensive Income (net of taxes) |
(126) |
(11) |
|
Total Comprehensive Income for the year |
19,747 |
18,457 |
2. Operations:
During the year under review, the Total Revenue of your
Company was '' 2,29,562 Lakhs as compared to '' 2,12,472
Lakhs in the previous year registering a growth of 8.04%.
The net profit for the year stood at '' 19,873 Lakhs against
'' 18,468 Lakhs in the previous year registering a growth of
7.61%.
3. Dividend:
Your Directors are pleased to recommend a Final Dividend
of '' 5/- (250%) per Equity Share of '' 2/- each for the year
2024-25. During the year the Company had paid 1st Interim
Dividend of '' 4/- (200%) per Equity Share and 2nd Interim
Dividend of '' 3/- (150%) per Equity Share of '' 2/- each. The
aggregate Dividend for the year is '' 12/- (600 %) per Equity
Share (previous year Dividend of '' 11/- (550%) per Equity
Share of '' 2/- each), with a total outlay of '' 5,444.41 Lakhs
as against '' 4,990.71 Lakhs in the previous year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âSEBI
(LODR) Regulations, 2015â/ âListing Regulationsâ), the Board
of Directors of the Company (âthe Boardâ) has approved
and adopted the Dividend Distribution Policy and the
same is available on the Company''s website at the link
https://siyaram-images.s3.ap-south-1.amazonaws.com/
images/investorrelationship-doc/policy/2021-2022/
Siyaram-DividendDistribution-Policy-Final.pdf
4. Share Capital:
The Paid-up Share Capital of the Company as on March
31, 2025 was '' 907.40 Lakhs. During the year under review,
the Company has not issued shares with differential voting
rights nor granted stock options nor sweat equity. As on
March 31, 2025, none of the Directors of the Company hold
convertible instruments in the Company.
Issue of Redeemable Preference Shares by way
of Bonus:
The Board at its meeting held on October 26, 2024 had
approved Scheme of Arrangement between the Company
and its shareholders under Section 230 of the Companies
Act, 2013 (âSchemeâ) which inter-alia, provides for issuance
and allotment of 9% Cumulative Non-Convertible
Redeemable Preference Shares by way of bonus in 2 Series
(i.e. 4(four) 9% Cumulative Non-Convertible Redeemable
Preference Shares of '' 10/- each fully paid up of the
Company for every 1(one) Equity Share of '' 2/- each fully
paid up(âSeries - Iâ) and 3(three) 9% Cumulative Non¬
Convertible Redeemable Preference Shares of '' 10/- each
fully paid up of the Company for every 1(one) Equity Share
of '' 2/- each fully paid up (âSeries - IIâ). Series-I and Series-
II will be redeemed at the end of 3 years and 5 years,
respectively, from the date of its allotment. The Scheme is,
inter alia, subject to receipt of the statutory, regulatory and
other requisite approvals, including approval from stock
exchanges, jurisdictional National Company Law Tribunal
(âNCLTâ) and the shareholders and creditors (as applicable)
of the Company. Application for approval of the Stock
Exchange(s) was submitted within prescribed time however
requisite approval is awaited.
5. Reserves:
During the Financial Year under review, the Board of
Directors have not recommended transfer of any amount
of profit to any reserves. Hence, the amount of profit for the
financial year under review has been carried forward to the
Statement of Profit and Loss.
6. Management Discussion And Analysis:
A separate section on Management Discussion and Analysis
Report (âMD&Aâ) is included in the Annual Report as required
under Regulation 34(2)(e) of the Listing Regulations.
7. Corporate Governance:
A report on Corporate Governance as stipulated in the
Listing Regulations, together with Certificate from the
Auditors of the Company confirming compliance of
conditions of Corporate Governance as stipulated under
the aforesaid regulations, forms part of the Annual Report.
8. Directors:
In terms with the requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies
of the Directors in the context of the Company''s businesses,
which are detailed in the Report on Corporate Governance.
All the Directors have affirmed that they have complied with
the Company''s Code of Conduct & Ethics.
Further, in terms with Section 150 of the Companies Act,
2013 (âActâ) read with Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have
registered themselves with the databank maintained by
the Indian Institute of Corporate Affairs. The Independent
Directors who were required to clear the online proficiency
self-assessment test have passed the test.
Directors appointment / re-appointment.
Shri. Ashok M. Jalan (DIN: 00456869), Director, retires by
rotation and being eligible, offers himself for re-appointment.
Your Directors commend his re-appointment.
Brief resume of Director being re-appointed as required by
the SEBI (LODR) Regulations, 2015 and Secretarial Standard
on General Meetings are provided in the Annexure to the
Notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declaration that they
meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (LODR) Regulations, 2015.
Company''s Policy on appointment and
remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed
for a term of 5 years. Accordingly, the Independent Directors
were appointed for 2nd term of 5(five) consecutive years, i.e.
Smt. Mangala R. Prabhu was appointed from March 25, 2024
and holds office upto March 24, 2029 and Shri. Sachindra
N. Chaturvedi, Shri. Deepak R. Shah, Shri. Ashok N. Desai,
and Shri. Chetan S. Thakkar, Independent Directors, were
appointed from August 1, 2024 and they hold office upto
July 31, 2029.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity
with relevant experience and expertise in the fields of
manufacturing, research and development, innovations,
marketing, finance, taxation, law, governance and general
management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/
Whole Time Directors.
The Nomination and Remuneration Committee shall identify
persons of integrity who possess relevant experience and
expertise particularly in the Textile Industry, leadership
qualities required for the position and shall take into
consideration recommendation, if any, received from any
member of the Board.
Remuneration Policy.
The Company follows a policy on remuneration for Directors
and Senior Management Employees, details of the same are
given in the Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and
the Listing Regulations, the Nomination and Remuneration
Committee has laid down the criteria for evaluation of the
performance of Individual Director, the Board as a whole and
also the Secretarial Department. Evaluation of performance
is undertaken annually.
The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent
Directors at a separately convened meeting held on
March 1, 2025 at which the performance of the Board as
a whole was also evaluated and the performance of the
Secretarial Department was also reviewed. The Company
has implemented a system of evaluation on the basis of a
structured questionnaire which comprises evaluation criteria
taking into consideration various performance related
aspects. The performance evaluation of the Independent
Directors was carried out by the entire Board (excluding the
Director being evaluated).
The Directors expressed their satisfaction with the evaluation
process.
9. Number Of Board Meeting:
The Board of Directors met 4(four) times during the year, the
details of which are provided in the Corporate Governance
Report.
10. Committees Of The Board:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
7. Risk Management Committee
8. Allotment Committee
9. Buyback Committee
10. Committee of Independent Directors
The details of the Committees along with their composition,
number of meetings and attendance at the meetings are
provided in the Corporate Governance Report.
11. Directors'' Responsibility Statement:
As stipulated under Section 134(3)(c) of the Companies Act,
2013, your Directors confirm as under:-
i) that in the preparation of the accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departure, if any;
ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and of
the profit of the Company for the year under review;
iii) that the Directors have taken proper and sufficient
care for maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the accounts for the
financial year on going concern basis.
v) the Directors have laid down internal financial controls,
which are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
12. Internal Financial Control System:
Your Company has in place an adequate internal financial
control system, commensurate with the size and complexity
of its operations. Necessary checks and controls are in
place to ensure that all assets are safeguarded, to detect
and prevent errors and frauds and that the transactions
are properly verified, adequately authorised, correctly
recorded and properly reported. The Statutory Auditors/
Internal Auditors of the Company conduct Audit of
various departments to ensure that internal controls are
in place and submit Reports to the Audit Committee. The
Audit Committee regularly reviews these Reports and the
Company when needed takes corrective actions.
The Statutory Auditors also audit the effectiveness of the
Company''s internal financial control system. No major
inefficiencies were reported
13. Human Resources/ Industrial Relations:
Your Company treats its Human Resources as its important
asset and believes in its contribution to the all-round growth
of your Company. Your Company takes steps, from time
to time, to upgrade and enhance the quality of this asset
and strives to maintain it in agile and responsive form. Your
Company is an equal opportunity employer and practices
fair employment policies. Your Company is confident that
its Human Capital will effectively contribute to the long term
value enhancement of the organisation.
Your Directors further state that during the year under
review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has constituted an
Internal Complaints Committee to ensure implementation
and compliance with the provisions of the Act and the Rules.
Industrial relations with staff and workmen during the year
under review continued to be cordial.
14. Key Financial Ratios:
|
Ratios |
FY 2024-25 |
FY 2023-24 |
Change |
|
Debtors Turnover |
4.47 |
4.66 |
(4.08)% |
|
Inventory Turnover |
2.38 |
2.24 |
6.25% |
|
Interest Coverage Ratio |
13.04 |
14.00 |
(6.86)% |
|
Current Ratio |
2.64 |
2.72 |
(2.94)% |
|
Debt Equity Ratio |
0.21 |
0.18 |
16.67% |
|
Operating Profit Margin |
9.08 |
10.45 |
(13.11)% |
|
Net Profit Margin % |
8.95 |
8.85 |
1.13% |
|
Return on Net Worth % |
15.42 |
16.19 |
(4.76)% |
Note: (1) Above ratios are based on Standalone Financials of the
Company.
15. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013, copy of the Annual Return of
the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 may be accessed on
the Company''s website at the link https://siyaram-
images.s3.ap-south-1.amazonaws.com/images/investor-
relationship-doc/47th-agm-documents/2024-2025/Draft-
MGT-7-2024-2025.pd.
16. Fixed Deposits:
During the year under review, your Company has not
accepted any fixed deposits and there were no unclaimed
deposits or interest thereon as on March 31, 2025.
17. Particulars Of Loans, Guarantees And
Investments:
Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013, are provided in the notes to the Standalone Financial
Statements.
18. Subsidiary Companies:
Cadini S.R.L.
The Company has a wholly owned foreign subsidiary,
namely Cadini S.R.L., Italy. Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient
features of the financial statements of the subsidiary is given
in Form AOC-I and forms part of the Annual Report.
Considering the criteria mentioned in Regulation 16 of the
Listing Regulations, the subsidiary of the Company is not a
Material Subsidiary.
The Board of Directors of the Company has approved a
Policy for determining material subsidiaries which is in line
with the requirements of Listing Regulations. The Policy
has been uploaded on the website of the Company and
the same can be accessed at https://siyaram-images.s3.ap-
south-1.amazonaws.com/images/investor-relationship-doc/
policy/2023-2024/SSML-Policy-for-determining-material-
subsidiaries.pdf.
19. Consolidated Financial Statements:
The Consolidated Financial Statements of the Company are
prepared in accordance with the relevant Indian Accounting
Standard issued by the Institute of Chartered Accountants of
India and forms part of the Annual Report.
20. Vigil Mechanism / Whistle Blower Policy:
The Company has framed a Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The
details of the Policy are given in the Corporate Governance
Report and the Policy is posted on the Company''s website at
the link https://siyaram-images.s3.ap-south-1.amazonaws.
com/images/investor-relationship-doc/policy/2023-2024/
whistle-blower-policy.pdf.
21. Related Party Transactions:
All related party transactions that were entered into during
the financial year were in the ordinary course of business
and were on an arm''s length basis. There are no materially
significant related party transactions entered into by the
Company with Promoters, Directors, Key Managerial
Personnel or other related parties which may have a
potential conflict with the interest of the Company at large.
During the year, the Company has not entered into related
party transactions which could be considered as material in
accordance with the Policy on Related Party Transactions of
the Company. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC -2 is not applicable to
your Company.
All related party transactions for the year are placed before
the Audit Committee as well as before the Board for
approval. The transactions entered into with related parties
are reviewed on a quarterly basis by the Audit Committee.
The Policy on Related Party Transactions as approved by the
Audit Committee and Board is uploaded on the Company''s
website at the link https://siyaram-images.s3.ap-south-1.
amazonaws.com/images/investor-relationship-doc/
policy/2025-2026/Siyaram-Related-Party-Transactions-
Policy-2025-2026.pdf
Members can refer to Note No.42 to the Standalone
Financial Statements which sets out related party transactions
disclosures.
22. Risk Management:
In line with the regulatory requirements, the Company has
framed a Risk Management Policy to identify and assess the
key business risk areas and to put in place a mechanism for
mitigation of risk. A detailed exercise is being carried out at
regular intervals to identify, evaluate, manage and monitor
all business risks. The Risk Management Committee as well
as the Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through
a properly defined framework.
23. Significant And Material Orders Passed By
The Regulators Or Courts:
There are no significant and material orders passed by the
Regulators / Courts which would impact the going concern
status of the Company and its future operations.
24. Material Changes And Commitments
Affecting Financial Position Between The
End Of The Financial Year And The Date Of
This Report:
There have been no material changes or commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of this Report.
25. Conservation Of Energy, Technology
Absorption And Foreign Exchange Earnings
And Outgo:
Information pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is given in Annexure -I to this Report.
26. Corporate Social Responsibility:
The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in
Annexure -II to this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,
2014. The Policy is available on the Company''s website at
the link https://siyaram-images.s3.ap-south-1.amazonaws.
com/images/investor-relationship-doc/policy/2023-2024/
csr-policv.pd.
27. Auditors:
a. Statutory Auditors:
In the 44th AGM held on July 23, 2022, M/s. Jayantilal
Thakkar & Co., Chartered Accountants (FRN104133W),
have been appointed as Statutory Auditors of the
Company for a period of 5(five) years from the
conclusion of the 44th AGM till the conclusion of the
49th AGM of the Company to be held in the year 2027.
Further, the Report of the Statutory Auditors, M/s.
Jayantilal Thakkar & Co., Chartered Accountants
(FRN104133W), forms part of the Annual Report.
The observations made in the Auditors'' Report are
self-explanatory and therefore do not call for any
further comments.
b. Cost Auditors:
As per the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014 framed thereunder, the Cost Audit of the
cost records of the Company for the FY 2024-25 was
carried out by M/s. K.G Goyal & Associates, Cost
Accountants and the related Report will be filed on or
before September 27, 2025. The Cost Audit Report for
the FY 2023-24 was filed on September 6, 2024.
The Board of Directors have appointed M/s. K.
G. Goyal & Associates, Cost Accountants, as Cost
Auditors to audit cost records of the Company for the
FY 2025-26. A resolution seeking members'' approval
for the remuneration payable to them forms part of
the Notice convening the AGM.
c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. GMJ & Associates, Company Secretaries to
undertake Secretarial Audit for the financial year 2024¬
25. The Secretarial Audit Report is annexed herewith as
Annexure - III. There is no secretarial audit qualification
for the year under review.
During the year under review, the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
The Board of Directors have appointed M/s. GMJ
& Associates, Company Secretaries as Secretarial
Auditors of the Company to conduct Secretarial Audit
for a period of 5 (five) consecutive years from the
conclusion of the 47th AGM till the 52nd AGM i.e. FY
2025-26 to FY 2029-30. Resolution seeking members''
approval forms part of the Notice convening the AGM.
28. Particulars Of Employees:
The information required pursuant to Section 197(12) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is attached as Annexure -IV In terms of the
provisions of Section 197(12) of the Act read with sub¬
rule (2) and (3) of Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the norms and other particulars of
employees drawing remuneration in excess of the limits set
out in the said Rules are provided in the Report. However,
having regard to the provisions of the first proviso to Section
136(1) of the Companies Act, 2013 the details are excluded
from the Report sent to members. The required information
is available for inspection at the registered office/ corporate
office and the same shall be furnished on request.
29. Change In The Nature Of Business, If Any.
There is no change in the nature of business of your
Company during the year under review.
30. Business Responsibility And Sustainability
Report (BRsR):
The Business Responsibility and Sustainability Report
as required by Regulation 34(2)(f) of the SEBI (LODR)
Regulations, 2015 is annexed as Annexure - V and forms
part of this Report.
31. Appreciation:
Your Company is grateful for the continued co-operation
and support extended to it by the Government and Semi¬
Government Authorities, Shareholders, Financial Institutions,
Banks, Customers and Vendors. Your Directors also express
their warm appreciation for the dedicated and sincere
services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Place: Mumbai Chairman and Managing Director
Date: May 12, 2025 DIN - 00090104
Mar 31, 2024
The Directors have pleasure in presenting the 46th Annual Report of the Company along with Audited Financial Statements for the year ended 31st March, 2024.
1. Standalone Financial Results:
|
Rs. In Lakhs |
||
|
Particulars |
STANDALONE |
|
|
FY24 |
FY23 |
|
|
Total Revenue |
2,12,472 |
2,26,951 |
|
Profit before Depreciation and Tax |
30,211 |
38,934 |
|
Less: Depreciation |
5,503 |
5,776 |
|
Profit before Tax |
24,708 |
33,158 |
|
Less: Tax Expense |
6,240 |
7,976 |
|
Profit after Tax |
18,468 |
25,182 |
|
Add/(Less): Other Comprehensive Income (net of taxes) |
(11) |
(40) |
|
Total Comprehensive Income for the year |
18,457 |
25,142 |
During the year under review, the Total Revenue of your Company was '' 2,12,472 Lakhs as compared to '' 2,26,951 Lakhs in the previous year. The net profit for the year stood at '' 18,468 Lakhs against '' 25,182 Lakhs in the previous year.
Your Directors are pleased to recommend a Final Dividend of '' 4/- (200%) per Equity Share of '' 2/- each for the year 2023-24. During the year the Company had paid 1st Interim Dividend of '' 4/- (200%) per Equity Share and also 2nd Interim Dividend of '' 3/- (150%) per Equity Share of '' 2/- each. The aggregate Dividend for the year is '' 11/- (550 %) per Equity Share (previous year Dividend of '' 11/- (550%) per Equity Share of '' 2/-each), with a total outlay of '' 4,990.70 Lakhs as against '' 5,155.70 Lakhs in the previous year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"/ "Listing Regulations"), the Board of Directors of the Company ("the Board") has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s website at the link https://siyaram-images. s3.ap-south-1.amazonaws.com/images/investor-relationship-doc/policy/2021-2022/Siyaram-Dividend-Distribution-Policy-Final.pdf.
The Paid-up Share Capital of the Company as on 31st March, 2024 was '' 907.40 Lakhs. During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2024, none of the Directors of the Company hold convertible instruments in the Company.
Buyback:
During the year the Board of Directors at their meeting held on 12th August, 2023 approved Buyback Offer of 16,61,530 fully paid-up Equity Shares of f2/- each (representing 3.54 percent of total number of Equity Share of the Company as on March 31, 2023) at a price of f650/- per Equity Share payable in cash for a total consideration not exceeding f 10799.94 Lakhs from the shareholders on a proportionate basis by way of a tender offer. Pursuant to Regulation 5(via) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buyback Regulations") and the resolution passed by the Buyback Committee on 14th September, 2023, (i) The Buyback price was increased from f 650/- per Equity Share to f 720/-per Equity Share and (ii) The maximum numbers of Equity Shares proposed to be bought back had been reduced from 16,61,530 fully paid-up Equity Shares to 14,99,992 fully paid-up Equity Shares representing upto 3.20% of total number of Equity Shares of the Company. In accordance with the provisions of the Buyback Regulations, the Buyback Offer opened on 25th September, 2023 and closed on 3rd October, 2023. The settlement of all valid bids were completed on 10th October, 2023 and equity shares bought back have been extinguished on 19th October, 2023. After buyback process, the Paid-up Equity Share Capital of the Company reduced from f 937.40 Lakhs to f 907.40 Lakhs w.e.f. 19th October, 2023.
The Company has transferred '' 10000.00 Lakhs to General Reserves during the year under review.
6. Management Discussion and Analysis:
A separate section on Management Discussion and Analysis Report ("MD&A") is included in the Annual Report as required under Regulation 34(2)(e) of the Listing Regulations.
A report on Corporate Governance as stipulated in the Listing Regulations, together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance forms part of the Annual Report.
In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses, which are detailed in the Report on Corporate Governance.
All the Directors have affirmed that they have complied with the Company''s Code of Conduct & Ethics.
Further, in terms of Section 150 of the Companies Act, 2013 ("Act") read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.
Directors appointment / re-appointment.
Shri. Shrikishan D. Poddar (DIN:00160323), Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors commend his re-appointment.
The Board has approved the re-appointment and remuneration of Shri. Pawan D. Poddar (DIN:00090521) as Joint Managing Director for a further period of 5 years from 1st August, 2024 to 31st July, 2029 and Shri. Ashok M. Jalan, as Senior President cum Director (DIN:00456869), for a further period of 5 years from 30th January, 2025 to 29th January, 2030. The Board has also approved the re-appointment of Shri. Sachindra N. Chaturvedi (DIN:00553459), Shri. Deepak R. Shah (DIN:06954206), Shri. Ashok N. Desai (DIN:03609419) and Shri. Chetan S. Thakkar (DIN:03273267) as Independent Directors of the Company for a second term of 5 consecutive years from 1st August, 2024 to 31st July, 2029. Necessary resolutions have been put up in the Notice of the ensuing Annual General Meeting (AGM) for approval of the members. Your Directors commend the resolutions.
Brief resume of Director being re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the Notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.
Company''s Policy on appointment and remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Director, viz. Smt. Mangala R.Prabhu was appointed for 2nd term of 5(five) consecutive years and holds office upto 24th March, 2029. Shri. Sachindra N. Chaturvedi, Shri.Deepak R. Shah, Shri. Ashok N. Desai, and Shri. Chetan S. Thakkar, Independent Directors, hold office upto 31st July, 2024.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant experience and expertise particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
Remuneration Policy.
The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of Individual Directors, the Board as a whole and also the Secretarial Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting held on 20th March, 2024 at which the performance of the Board as a whole was also evaluated and the performance of the Secretarial Department was
also reviewed. The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).
The Directors expressed their satisfaction with the evaluation process.
The Board of Directors met 4(four) times during the year, the details of which are provided in the Corporate Governance Report.
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
7. Risk Management Committee
8. Allotment Committee
9. Buyback Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
11. Directors'' Responsibility Statement:
As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:-
i) t hat in the preparation of the accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
ii) t hat the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the accounts for the financial year on going concern basis.
v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. Internal Financial Control system:
Your Company has in place an adequate internal financial control system, commensurate with the size and complexity of its operations. Necessary checks and controls are in place to ensure that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Statutory Auditors/Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.
The Statutory Auditors also audit the effectiveness of the Company''s internal financial control system. No major inefficiencies were reported.
13. Human Resources/ Industrial Relations:
Your Company treats its Human Resources as its important asset and believes in its contribution to the all-round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Industrial relations with staff and workmen during the year under review continued to be cordial.
|
14. Key Financial Ratios: |
||
|
Ratios |
FY24 |
FY23 Change |
|
Debtors Turnover |
4.66 |
5.48 -14.96% |
|
Inventory Turnover |
2.24 |
2.62 -14.50% |
|
Interest Coverage Ratio |
14.00 |
22.42 -37.56% |
|
Current Ratio |
2.72 |
2.66 2.26% |
|
Debt Equity Ratio |
0.18 |
0.17 5.88% |
|
Operating Profit Margin % |
14.00 |
16.55 -15.41% |
|
Net Profit Margin % |
8.85 |
11.30 -21.68% |
|
Return on Net Worth % |
16.19 |
22.07 -26.64% |
|
Note: (1) Above ratios are the Company. |
based on Standalone Financials of |
|
|
(2) Lower key financial ratios are due to lower profitability during the year. |
||
15. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be accessed on the Company''s website at the link https://siyaram-images.s3.ap-south-1.amazonaws. com/images/investor-relationship-doc/annual-returns/ Draft-MGT-7.pdf.
16. Fixed Deposits:
During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2024.
17. Particulars Of Loans, Guarantees And Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the Standalone Financial Statements.
18. Subsidiary Companies:
Cadini S.R.L.
The Company has a wholly owned foreign subsidiary, namely Cadini S.R.L., Italy. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary is given in Form AOC-I and forms part of the Annual Report.
Considering the criteria mentioned in Regulation 16 of the Listing Regulations, the subsidiary of the Company is not a Material Subsidiary.
The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the requirements of Listing Regulations. The Policy has been uploaded on the website of the Company and the same can be accessed at https:// siyaram-images.s3.ap-south-1.amazonaws.com/ images/investor-relationship-doc/policy/2023-2024/ SSML-Policy-for-determining-material-subsidiaries.pdf.
19. Consolidated Financial Statements:
The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standard issued by the Institute of Chartered Accountants of India and forms part of the Annual Report.
20. Vigil Mechanism / Whistle Blower Policy:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Company''s website at the link https://siyaram-images.
s3.ap-south-1.amazonaws.com/images/investor-
relationship-doc/policy/2023-2024/whistle-blower-
21. Related Party Transactions:
All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm''s length basis. There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the Policy on Related Party Transactions of the Company. Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to your Company.
All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.
The Policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website at the link https://siyaram-images. s3.ap-south-1.amazonaws.com/images/investor-relationship-doc/policy/2023-2024/Siyaram-Related-Party-Transactions-Policy.pdf.
Members can refer to Note No.42 to the Standalone Financial Statements which sets out related party transaction disclosures.
22. Risk Management:
In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Risk Management Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
23. Significant And Material Orders Passed By The Regulators Or Courts:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
24. Material Changes And Commitments Affecting Financial Position Between The End Of The Financial Year And The Date Of This Report:
There have been no material changes or commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
25. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -I to this Report.
26. Corporate Social Responsibility:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure -II to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Company''s website at the link https://siyaram-images.s3.ap-south-1.amazonaws.com/images/ investor-relationship-doc/policy/2023-2024/csr-policy. pdf.
a. Statutory Auditors:
| n the 44th AGM held on 23rd July, 2022, M/s. Jayantilal Thakkar & Co., Chartered Accountants (FRN104133W), have been appointed as Statutory Auditors of the Company for a period of 5(five) years from the conclusion of the 44th AGM till the conclusion of the 49th AGM of the Company to be held in the year 2027.
Further, the Report of the Statutory Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants (FRN104133W), forms part of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
b. Cost Auditors:
As per the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder, the Cost Audit of the cost records of the Company for the F.Y. 2023-24 was carried out by M/s. K. G. Goyal & Associates, Cost Accountants and the related Report will be filed on or before 27th September, 2024. The Cost Audit Report for the F.Y. 2022-23 was filed on 6th September, 2023.
The Board of Directors have appointed M/s. K. G. Goyal & Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for the F.Y. 2024-25. A resolution seeking members'' approval for the remuneration payable to them forms part of the Notice convening the AGM.
c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. GMJ & Associates, Company Secretaries to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - III. There is no secretarial audit qualification for the year under review.
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure -IV. In terms of the provisions of Section 197(12) of the Act read with sub-rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the first proviso to section 136(1) of the Companies Act, 2013 the details are excluded from the Report sent to members. The required information is available for inspection at the registered office/ corporate office and the same shall be furnished on request.
29. Change In The Nature Of Business, If Any.
There is no change in the nature of business of your Company during the year under review.
30. Business Responsibility And Sustainability Report (BRsR):
The Business Responsibility and Sustainability Report as required by Regulation 34(2)(f) of the SEBI (LODR), Regulations, 2015 is annexed as Annexure - V and forms part of this Report.
Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions, Banks, Customers and Vendors. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Place: Mumbai Chairman and Managing Director
Dated: 11th May, 2024. DIN - 00090104
Mar 31, 2018
To the Members,
The Directors have pleasure in presenting the 40th Annual Report of the Company along with Audited Financial Statements for the year ended 31st March, 2018.
1. STANDALONE FINANCIAL RESULTS: (Rs. in Lakhs)
|
2017-18 |
2016-17 |
|
|
Net Turnover and other Income |
1,75,909 |
1,59,943 |
|
Profit before Depreciation, Exceptional Item and Tax |
23,784 |
19,053 |
|
Less: Depreciation |
6,055 |
5,455 |
|
Profit before Exceptional Item and Tax |
17,729 |
13,598 |
|
Less : Exceptional Item |
602 |
- |
|
Profit before Tax |
17,127 |
13598 |
|
Less: Tax Expense |
5,968 |
4,497 |
|
Profit after Tax |
11,159 |
9,101 |
|
Add/(Less): Other Comprehensive Income (net of taxes) |
(24) |
(54) |
|
Total Comprehensive Income/(Expenses) for the year |
11,135 |
9,047 |
During the year under review, the rating agency CRISIL upgraded the rating of the Company to AA-/Stable for long term borrowings and maintained A1 rating for the Companyâs short term borrowings.
2. OPERATIONS:
During the year under review, the Total Income of your Company was Rs.1,75,909 Lakhs as compared to Rs.1,59,943 Lakhs in the previous year, reflecting a growth of 9.98%. The net profit for the year stood at Rs.11,135 Lakhs as against Rs.9,047 Lakhs in the previous year, recording a growth of 23.08%, which is commendable.
3. EXPANSION:
During the year under review, your Company has incurred capital expenditure of Rs.3,167 Lakhs towards modernization, upgrading technology, debottlenecking and increasing productivity in weaving and processing activities, which was financed by way of Term Loan under TUF scheme of the Government of India and internal accruals of the Company.
4. DIVIDEND:
Your Directors have declared and paid Interim Dividend of 110% i.e. Rs.2.20 per Equity Share and are pleased to recommend a Final Dividend of 100% i.e. Rs.2/- per Equity Share of Rs.2/- each taking the total dividend to 210% i.e. Rs.4.20 per Equity Share of Rs.2/- each, for the year 2017-18 (previous year Dividend was 150% i.e. Rs.15/- per Equity Share of Rs.10/- each).
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI (LODR) Regulations, 2015â/ âListing Regulationsâ), the Board of Directors of the Company (âthe Boardâ) has approved and adopted the Dividend Distribution Policy which is annexed to this Report marked as Annexure-I.
5. SHARE CAPITAL:
The Paid-up Share Capital of the Company as on 31st March, 2018 was Rs.937.40 Lakhs. During the year the Company sub-divided the Equity Shares of the Company of Rs.10/- each into 5 shares of Rs.2/- each as on the record date i.e. 26th October, 2017.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2018, none of the Directors of the Company hold convertible instruments in the Company.
6. RESERVES:
The Company has transferred Rs.7,500 Lakhs to General Reserves during the year under review.
7. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015, together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.
8. DIRECTORS:
Directors retiring by rotation.
Shri. Gaurav P. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors commend his re-appointment.
Brief resume of Directors being appointed/ re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.
Companyâs Policy on appointment and remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Shri. Harish Motiwalla, Shri. Mangesh Teli, Shri. Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri. Ashok Garodia hold office upto 31st July, 2019 and Shri. Tarun Kumar Govil upto 29th July, 2019.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant experience and expertise particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
Remuneration Policy.
The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting at which the performance of the Board as a whole was also evaluated and the performance of the Secretarial Department was also reviewed. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.
The Directors expressed their satisfaction with the evaluation process.
9. NUMBER OF BOARD MEETING:
The Board of Directors met 5(five) times during the year, the details of which are provided in the Corporate Governance Report.
10. COMMITTEES OF THE BOARD:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
11. DIRECTORSâ RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3) (c) of the Companies Act, 2013, your Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the accounts for the financial year on going concern basis.
v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is annexed herewith as Annexure - II to this Report.
13. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2018.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are provided in the notes to the Standalone Financial Statements.
15. SUBSIDIARY COMPANIES:
Cadini S.R.L.
During the year under review the Company incorporated a Wholly Owned Subsidiary, Cadini S.R.L., in Italy, on 4th August, 2017 to manufacture, procure, market, sell, or to otherwise deal in textile products.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary is given in Form AOC-I and forms part of the Annual Report.
16. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standard issued by the Institute of Chartered Accountants of India and forms an integral part of the Annual Report.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Companyâs website at the link http://www.siyaram.com/wp-content/ uploads/2015/09/SSML-Whistle-Blower-Policy2014.pdf.
18. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an armâs length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the policy on Related Party Transactions of the Company. Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to your Company.
All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Companyâs website at the link http://www.siyaram.com/wp-content/ uploads/2015/09/Related-Party-Transaction-Policy.pdf.
Members can refer to Note No. 40 to the Financial Statements which sets out related party disclosures.
19. RISK MANAGEMENT:
In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:
There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure-III to this Report.
23. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure -IV to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Companyâs website at the link http://www.siyaram.com/wp-content/ uploads/2015/09/CSR-Policy-SSML.pdf.
24. AUDITORS:
a. Statutory Auditors
In the last AGM held on 9th September, 2017, M/s. Songira & Associates, Chartered Accountants, (FRN.128085W), have been appointed as Statutory Auditors of the Company for a period of 5(five) years from the conclusion of the 39th AGM till the conclusion of the 44th AGM of the Company to be held in the year 2022.
Further, the Report of the Statutory Auditors, M/s. Songira & Associates, Chartered Accountants, forms part of the Annual Report. The observations made in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.
b. Cost Auditors:
As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder, the Cost Audit of the cost records of the Company for the F.Y 2017-18 was carried out by M/s. Bhuta & Associates, Cost Accountants and the related Report will be filed on or before 27th September, 2018. The Cost Audit Report for the F.Y 2016-17 was filed on 31st August, 2017.
The Board of Directors has appointed M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for the F.Y 2018-19. A resolution seeking membersâ approval for the remuneration payable to them forms part of the Notice convening the AGM.
c. Secretarial Auditors.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure - V.
There is no secretarial audit qualification for the year under review.
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure VI. In terms of the provisions of Section 197(12) of the Act read with subrule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the first proviso to section 136(1) of the Act, the details are excluded from the Report sent to members. The required information is available for inspection at the registered office/ corporate office and the same shall be furnished on request.
26. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required by Regulation 34(2)(f) of the SEBI (LODR), Regulations, 2015 is annexed as Annexure - VII to this Report.
27. APPRECIATION:
Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions, Banks, Customers and Vendors. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
Place: Mumbai DIN - 00090104
Dated: 29th May, 2018.
Mar 31, 2017
DIRECTORS'' REPORT:
To the Members,
The Directors have pleasure in presenting the 39th Annual Report of the Company along with Audited Financial Statements for the year ended 31st March, 2017.
1. FINANCIAL RESULTS:
(Rs, in Lakhs)
|
2016-17 |
2015-16 |
|
|
Net Turnover and other Income |
1,59,943 |
1,62,575 |
|
Profit before Depreciation & Tax |
19,053 |
17,871 |
|
Less: Depreciation |
5,455 |
5,160 |
|
Profit before Tax |
13,598 |
12,711 |
|
Less: Provision for Taxation |
||
|
Current Tax |
4,520 |
4,250 |
|
Deferred Tax |
(23) |
54 |
|
4,497 |
4,304 |
|
|
Profit after Tax |
9,101 |
8,407 |
|
Add/(Less): Other Comprehensive Income (net of taxes) |
(54) |
(84) |
|
Total Comprehensive Income/(Expenses) for the year |
9,047 |
8,323 |
Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2016. Financial Statements for the year ended and as at 31st March, 2016 have been restated to confirm with Ind AS.
2. OPERATIONS:
During the year under review, the Total Income of your Company was Rs, 1,59,943 Lakhs as compared to Rs, 1,62,575 Lakhs in the previous year, reflecting a marginal de-growth of 1.62%. The net profit for the year stood at Rs, 9,047 Lakhs as against Rs, 8,323 Lakhs in the previous year, recording a growth of 8.70%, which is commendable.
3. EXPANSION:
During the year under review, your Company has incurred capital expenditure of Rs, 4,180 Lakhs towards modernization, upgrading technology, debottlenecking and increasing productivity in weaving and processing activities, which was financed by way of Term Loan under TUF scheme of the Government of India and internal accruals of the Company.
4. DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs, 15/- per Equity Share of Rs, 10/- each for the year 201617 (previous year Interim Dividend of Rs, 11/-), with a total outlay of Rs, 1,692 Lakhs including Tax on Dividend as against Rs, 1,241 Lakhs including Tax on Dividend in the previous year.
5. SHARE CAPITAL:
The Paid-up Share Capital of the Company as on 31st March, 2017 was Rs, 937.40 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2017, none of the Directors of the Company hold convertible instruments in the Company.
6. RESERVES:
The Company has transferred Rs, 6,000 Lakhs to General Reserves during the year under review.
7. MANAGEMENT DISCUSSION AND ANALYSIS: ECONOMIC OVERVIEW
Current Year Global Economic Overview
Stagnant global trade, subdued investment and heightened policy uncertainty marked another difficult year for the world economy. The year under review witnessed a set of tumultuous international development viz Brexit and political changes in advanced countries which resulted in lackluster growth. Global growth in
2016 was estimated at 3.1%.
Current Year Indian Economic Overview
On the domestic front, two radical policy actions viz demonetization and the momentum gained in the implementation of the Goods and Service Tax Act resulted in slower than expected growth during the year under review. Despite this the Indian Economy has been a bright spot in the global landscape. India remained the fastest growing economy, after surpassing China as the fastest growing major economy in the world. This was aided by strong consumption growth and Government''s policy decisions ensuring fiscal consolidation and controlling inflation.
Indian Textile Industry Overview
The Indian textile industry is one of the largest employment generator and is even today one of the largest contributor to India''s exports. The Indian Textile Industry continued to reel under pressure on account of the near shut down due to demonetization as well as international market conditions.
These factors resulted in a dip in the Company''s top-line, however introduction of value added products and well anticipated policy changes resulted in the Company''s bottom line yet gain touching a new high.
Global Economic Future Outlook
Global Economic activity is expected to pick-up with the long-awaited cyclical recovery in investment, manufacturing and trade. Expectation of robust global demand, reduced deflationary pressures and optimistic financial markets are other upside developments expected in future. Downside risks to global growth include increasing policy uncertainty in major advanced economies, financial market disruptions and weakening potential.
Indian Economic Future Outlook
The Indian Economy with the ongoing economic reforms, other government initiatives and lower inflation looks to move on the path of a modest growth. The reform process through the implementation of Goods and Service Tax (GST) constitutional amendment bill expects to boost India''s position in the global arena.
Textile Industry Outlook
With the expectation of good monsoon, early implementation of GST and strong domestic consumption the future of Indian Textile Industry looks promising.
Your Company with the newly acquired Dyeing unit, resilient marketing network, strong brand image, quality products, introduction of value added products as well as premium products and establishing of newly acquired brands like CADINI, expects to continue its march to newer heights.
Internal Financial Control system
Your Company has in place an adequate internal financial control system, commensurate with the size and complexity of its operations. Necessary checks and controls are in place to ensure that all assets are safeguarded to detect and prevent errors and frauds and that the transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit quarterly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.
The Company has appointed a consultancy firm to audit the effectiveness of the Company''s internal financial control and report on the inefficiencies, if any, in the system.
Human Resources/ Industrial Relations:
Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Industrial relations with staff and workmen during the year under review continued to be cordial.
Forward Looking Statements
Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include raw material availability and prices, cyclical demand and pricing in the Companyâs principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.
8. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated in SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"/ "Listing Regulations") together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.
9. DIRECTORS:
Directors retiring by rotation.
Smt. Ashadevi R. Poddar, Director, retires by rotation and being eligible, offers herself for re-appointment. Your Directors commend her re-appointment.
The Board has approved the re-appointment and remuneration of Shri. Ashok M. Jalan, as Senior President cum Director, Shri. Gaurav P. Poddar, as President and Executive Director, Shri Ramesh D. Poddar, as Chairman and Managing Director and Shri. Shrikishan D. Poddar, as Executive Director for a further period of 5 years. Necessary resolutions have been put up in the Notice of the ensuing Annual General Meeting (AGM) for approval of the members. Your Directors commend the resolutions. Brief resume of Directors being appointed/ re-appointed as required by the SEBI (LODR) Regulations, 2015 is provided in the Annexure to the notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (LODR) Regulations, 2015. Company''s Policy on appointment and remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Shri. Harish Motiwalla, Shri. Mangesh Teli, Shri. Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri. Ashok Garodia hold office upto 31st July, 2019 and Shri. Tarun Kumar Govil upto 29th July, 2019.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant expertise and experience, with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant
expertise and experience particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. Remuneration Policy
The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and the Secretarial Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting at which the performance of the Board as a whole was evaluated and the performance of the Secretarial Department was also reviewed. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.
The Directors expressed their satisfaction with the evaluation process.
10. NUMBER OF BOARD MEETING:
The Board of Directors met 4(four) times during the year, the details of which are provided in the Corporate Governance Report.
11. COMMITTEES OF THE BOARD:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
12. DIRECTORS'' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3) (c) of the Companies Act, 2013, your Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the accounts for the financial year on going concern basis.
v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is annexed herewith as Annexure - I to this Report.
14. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2017.
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements.
16. SUBSIDIARY COMPANIES:
Balkrishna Synthetics Limited
During the year under review, Balkrishna Synthetcis Limited, erstwhile wholly owned subsidiary of the Company was amalgamated with the Company vide Scheme of Amalgamation sanctioned by the High Court of Judicature of Bombay vide its Order dated 22nd November, 2016.
17. SCHEME OF AMALGAMATION:
Scheme of Amalgamation of Balkrishna Synthetics Limited with Siyaram Silk Mills Limited ("the Company") under section 391 to 394 of the Companies Act, 1956 was sanctioned vide order of Hon''ble High Court of Judicature at Bombay dated 22nd November, 2016 and filed with the Registrar of Companies, Mumbai on 10th January, 2017. Accordingly, Balkrishna Synthetics Limited has been amalgamated with the Company with effect from the appointed date i.e. 1st April, 2015 and operative from the effective date i.e. 10th January, 2017.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Company''s website at the link http://www.siyaram.com/ Codeofconduct.html.
19. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the policy on Related Party Transactions of the Company.
All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Board, is uploaded on the Company''s website at the link http://www.siyaram.com/ Codeofconduct.html
Members can refer to Note No. 42 to the Financial Statements which set out related party disclosures.
20. RISK MANAGEMENT:
In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:
There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -II to this Report.
24. CORPORATE SOCIAL RESPONSIBILITY:
As part of its initiatives under Corporate Social Responsibility (CSR) the Company has undertaken projects which are largely in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure - III
25. AUDITORS:
a. Statutory Auditors.
Pursuant of the provisions of Section 139 of the Companies Act, 2013, and rules made there under M/s. Jayantilal Thakkar & Co., Statutory Auditors hold office up to the conclusion of the ensuing AGM of the Company and as they have completed their term as prescribed under section 139(2) of the Companies Act, 2013, the Company is required to appoint another firm as Statutory Auditor in their place. The Board of Directors places on record its appreciation of the services rendered by M/s. Jayantilal Thakkar & Co., as Statutory Auditors of the Company.
Further, the Report of the Statutory Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants, forms part of the Annual Report. The observations made in the Auditors'' Report are self explanatory and therefore do not call for any further comments.
It is proposed to appoint M/s. Songira & Associates, Chartered Accountants, (FRN.128085W), as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of the 44th AGM to be held in the year 2022. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Songira
& Associates, Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said section. Resolution for their appointment is placed before the Members of the Company at the ensuing AGM. Members are requested to approve their appointment as Auditors and to fix their remuneration.
b. Cost Auditors:
As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed there under, the Cost Audit of the cost records of the Company for the F.Y. 2016-17 was carried out by M/s. Bhuta & Associates, Cost Accountants and the related Report will be filed on or before 30th September, 2017. The Cost Audit Report for the F.Y 2015-16 was filed on 27th September, 2016.
The Board of Directors has appointed M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for the F.Y 2017
18. A resolution seeking members'' approval for the remuneration payable to them, forms part of the Notice convening the AGM.
c. Secretarial Auditors.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - IV.
There is no secretarial audit qualification for the year under review.
26. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure V. In terms of the provisions of Section 197(12) of the Act read with sub-rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the first proviso to section 136(1) of the Act, the details are excluded from the Report sent to members. The required information is available for inspection at the registered office/ corporate office and the same shall be furnished on request.
27. APPRECIATION:
Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
DIN - 00090104
Place: Mumbai
Dated: 27th May, 2017.
Mar 31, 2016
To the Members,
The Directors have pleasure in presenting the 38th Annual Report of the Company along with Audited Financial Statements for the
year ended 31st March, 2016.
1. STANDALONE FINANCIAL RESULTS: (Rs,in Lacs)
2015-161 2014-15
Net Turnover and other Income 1,63,650 1,52,653
Profit before Depreciation & Tax 17,434 15,985
Less: Depreciation 4,157 4,090
Profit before Tax 13,277 11,895
Less: Provision for Taxation
Current Tax 4,407 4,278
Deferred Tax 113 (262)
4,520 4,016
Profit after Tax 8,757 7,879
Add/(Less): Adjustments
relating to earlier year 59 (8)
8,816 7,871
Add: Surplus brought
forward from
previous year 5,188 16,156
Surplus available for
appropriation 14,004 24,027
Less: Transfer to
General Reserve 10,000 17,500
Adjustment relating
to Fixed Assets - 211
Proposed Dividend - 937
Tax on Dividend - 191
Interim Dividend 1,031 -
Tax on Interim Dividend 210 -
11,241 18,839
Balance Carried
Forward to Balance Sheet 2,763 5,188
2. OPERATIONS :
During the year under review, the Total Income of your Company rose to Rs, 1,63,650 Lacs from Rs, 1,52,653 Lacs in the previous
year, reflecting a growth of 7.20%. The net profit after tax stood at Rs, 8,757 Lacs against Rs, 7,879 Lacs in the previous year,
recording a growth of 11.14%.
3. EXPANSION:
During the year under review, your Company has installed 78 Airjet Looms and 165 stitching machines along with balancing
equipments for a total outlay of Rs, 4,771 Lacs, which was financed by way of Term Loan under TUF scheme of the Government of
India and internal accruals of the Company.
4. DIVIDEND:
Your Directors had declared Interim Dividend of Rs, 11/- per Equity Share of Rs, 10/- each at its Board Meeting held on 9th
March, 2016 for the financial year 2015-16, with a total outlay of Rs, 1,241 Lacs including Tax on Dividend. As no final dividend
has been recommended on the Equity Shares, the Interim Dividend shall be fully adjusted as Final Dividend for the financial year
ended 31st March, 2016.
5. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2016 was Rs, 937.40 Lacs. During the year under review, the Company
has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2016, none of
the Directors of the Company hold convertible instruments in the Company.
6. RESERVES:
The Company proposes to transfer Rs, 10,000 Lacs to General Reserves.
7. MANAGEMENT DISCUSSION AND ANALYSIS: Current Year Review
During the year under review, micro and macro economic scenario in domestic and international market remained subdued. This has
resulted in lower demand, falling commodity prices, depletion in the economic activity and increased financial market volatility.
Further, the de-growth in the core-sector has percolated into lower employment opportunities. All these factors have affected the
markets adversely.
The Indian textile industry continued to reel under pressure on account of domestic as well as international market conditions.
With lower-than-expected growth in core and non-core sectors and drought-like situation prevailing in the country, the textile
market was impacted adversely.
Against this backdrop, your Company has yet again improved its top-line as well as bottom-line and subjugated recessionary
trends. All the divisions of the Company registered moderate growth. Your Company developed various product lines to cater to the
needs of all segments of the market and created value-for-money products as well as created/acquired new Brands.
Future Outlook
With the expectation of Government Policies yielding favorable results, strong government reforms like Make- in-India campaign,
RBI''s inflation focus, Digital India initiative, etc., manufacturing and infrastructure sectors are likely to get a boost. Indian
economy is expected to grow faster than other developing economies. Further, with the expectation of good monsoon, food inflation
is expected to be under control. All these factors would augment the purchasing power of the people.
The Indian Textile Industry is set for good growth buoyed by strong domestic demand as well as export demand, availability of raw
material, skilled workforce, excellent infrastructure facilities and supporting government policies. Against this backdrop, your
Company expects to have better demand for the Company''s products in the ensuing year.
Your Company being a domestic player, has products to cater to every strata of society and has a resilient marketing network,
which has made its presence felt in every nook and corner of the country. Your Company,
with its good brand image, newly acquired brands like CADINI, and its dynamic marketing strategies, is all geared up to raise the
bar for all-round growth. Your Company has completed its expansion projects, is in the process of becoming a Composite Mill and
is set to embark on a backward integration project, which will add value for its stakeholders. It is thus, geared up to mitigate
its weaknesses, counter all threats as well as utilize in-built strengths to make the best of all the opportunities that comes
its way.
Forward Looking Statements
Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s
operations include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes
in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts
business and other incidental factors.
8. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR) Regulations, 2015" / "Listing Regulations") together with Certificate from the Auditors of the Company confirming
compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.
9. DIRECTORS:
Directors retiring by rotation.
Shri Shrikishan D. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors
commend his re-appointment.
The Board has approved the re-appointment and remuneration of Shri. Pawan D. Poddar, as Joint Managing Director, for a further
period of 5 years from 1st August, 2016 to 31st July, 2021. Necessary resolution has been put up in the Notice of the ensuing
Annual General Meeting (AGM) for approval of the members. Your Directors commend the resolution.
Brief resume of Directors being appointed/ re-appointed as required by SEBI (LODR) Regulations, 2015 is provided in the Annexure
to the notice convening the AGM of the Company. Shri. Arvind M. Poddar, resigned as Director from the Board of the Company and
the same was considered and accepted by the Board with effect from 22nd January, 2016. Your Directors place on record their
appreciation of the guidance given and services rendered by Shri. Arvind M. Poddar during his tenure as Director of the Company.
Declaration from Independent Directors.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6)
of the Companies Act, 2013 and regulation 16(b) of SEBI (LODR) Regulations, 2015. Company''s Policy on appointment and
remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Shri.
Harish Motiwalla, Shri. Mangesh Teli, Shri. Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri. Ashok Garodia hold
office upto 31st July, 2019 and Shri. Tarun Kumar Govil upto 29th July, 2019.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant expertise and experience, with Directors having expertise in
the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience
particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration
recommendation, if any, received from any member of the Board.
Remuneration Policy
The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the
Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has
laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial
Department. Based on the criteria the exercise of evaluation was carried out through a structured process covering various
aspects of the Board functioning such as composition of the Board and Committees, experience & expertise, performance of specific
duties & obligations, governance & compliance issues, attendance, contribution at meetings, etc.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a
separately convened meeting at which the performance of the Board as a whole was also evaluated and the performance of the
Secretarial Department was also reviewed. The performance of the Independent Directors was carried out by the entire Board
(excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.
10.NUMBER OF BOARD MEETING:
The Board of Directors met 6(six) times during the year, the details of which are provided in the Corporate Governance Report.
11.COMMITTEES OF THE BOARD:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report.
12.DIRECTORS'' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3) (c) of the Companies Act, 2013, your Directors confirm as under:- i) that in the preparation
of the accounts for the financial year ended 31st March 2016, the applicable accounting standards have been followed along with
proper explanation relating to material departure, if any;
ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that
were 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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) that the Directors have prepared the accounts for the financial year on going concern basis.
v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
13.EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is annexed herewith as
Annexure - I to this Report.
14.FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest
thereon as on 31st March, 2016.
15.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013, are provided
in the notes to the Financial Statements.
16.SUBSIDIARY COMPANIES:
Balkrishna Synthetics Limited
During the year under review, in accordance with the shareholders'' approval obtained vide Postal ballot and e- voting, the
Company acquired the entire share capital of Balkrishna Synthetics Ltd from Nirvikara Paper Mills Ltd on payment of Rs, 4,470
Lacs. Accordingly, Balkrishna Synthetics Limited has become a wholly owned subsidiary of the Company w.e.f. 21st December, 2015.
17.CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz AS-21,
AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of the subsidiary is given in Form AOC-1 and forms an integral part of
this Report.
18.SCHEME OF AMALGAMATION:
Your Directors at their meeting held on 22nd December, 2015 had approved the proposed Scheme of Amalgamation ("Scheme") of
Balkrishna Synthetics Ltd (BSL) with the Company, under sections 391 to 394 of the Companies Act 1956 subject to approval of the
Stock Exchanges, High Court of Judicature of Bombay and other regulatory approvals, if any. The Stock Exchanges have given their
in principle approval for the proposed Scheme. Pursuant to the Scheme, BSL shall be amalgamated with the Company with effect from
the Appointed Date i.e. 1st April, 2015 and the entire business / undertaking of BSL together with assets, liabilities,
properties, rights, benefits and interest thereon, shall be vested with the Company as a going concern.
Upon Petition being filed by Balkrishna Synthetics Ltd (BSL) in the High Court of Judicature at Bombay, the Hon''ble High Court
was pleased to pass Order dated 4th May, 2016 dispensing the requirement for the Company for filing separate Company Petition for
Direction and Company Scheme Petition for approving the proposed Scheme of Amalgamation for amalgamation of BSL with the Company.
Accordingly, the approval of the Shareholders of the Company is being sought through Postal Ballot and E-voting process. The
Postal Ballot Notice dated 5th May, 2016 for obtaining approval of the members for the proposed Scheme of Amalgamation of BSL
with the Company is already dispatched to the Members. Your Directors commend the resolution for approval by the Members.
19.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the
Policy are given in the Corporate Governance Report and the Policy is posted on the Company''s website.
20.RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in the ordinary course of business and were
on an arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company
at large.
All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The
transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website at the
link http://www.siyaram.com / Codeofconduct.html
The details of the transactions with Related Parties to be provided in Form AOC-2 are annexed herewith as Annexure -II. Members
can refer to Note No. 32 to the Financial Statements which set out related party disclosures.
21.RISK MANAGEMENT:
In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business
risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate,
manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and
mitigate the same through a properly defined framework.
22.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the
Company and its future operations.
23.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT:
There have been no material changes affecting the financial position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of the Report.
24.INTERNAL FINANCIAL CONTROL SYSTEM:
Your Company has in place an adequate internal financial control system, commensurate with the size and complexity of its
operations. Necessary checks and controls are in place to ensure that all assets are safeguarded to detect and prevent errors and
frauds and that the transactions are properly verified, adequately authorized, correctly recorded and properly reported. The
Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit
quarterly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when
needed takes corrective actions.
25.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is
given in Annexure -III to this Report.
26.CORPORATE SOCIAL RESPONSIBILITY:
As part of its initiatives under Corporate Social Responsibility (CSR) the Company has undertaken projects which are largely in
accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure - IV
27.AUDITORS:
a. Statutory Auditors:
M/s. Jayantilal Thakkar & Co., Chartered Accountants, (FRN. 104133W), who are the Statutory Auditors of the Company hold office
up to the forthcoming AGM. Resolution for ratification of their re-appointment, is placed before the Members of the Company at
the ensuing AGM. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from
M/s. Jayantilal Thakkar & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits
specified in the said section. Members are requested to ratify their appointment as Auditors and to fix their remuneration.
Further, the Report of the Statutory Auditors forms part of the Annual Report. The observations made in the Auditors'' Report are
self explanatory and therefore do not call for any further comments.
b. Cost Auditors:
As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed
there under and the Cost Audit Orders issued from time to time, your Company was required to carry out audit of cost records
w.e.f. 1st April 2015. The Cost Audit Report for the F. Y. 2015-16 will be filed on or before 30th September, 2016.
The Board of Directors has appointed M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the
Company for the F. Y. 2016- 17. A resolution seeking members'' approval for the remuneration payable to them forms part of the
Notice convening the AGM.
c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to
undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - V.
There is no secretarial audit qualification for the year under review.
28.HUMAN RESOURCES:
Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your
Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it
in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company
is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29.INDUSTRIAL RELATIONS:
Industrial relations with staff and workmen during the year under review continued to be cordial.
30.PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure VI. In terms of the provisions of Section 197 (12)
of the Act read with sub-rule (2) and (3) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in access of the limits set
out in the said Rules are provided in the report. However, having regard to the provision of the first proviso to section 136 (1)
of the Act, the details are excluded from the Report sent to members. The required information is available for inspection at the
registered office / corporate office and the same shall be furnished on request.
31.APPRECIATION:
Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi- Government
Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the
dedicated and sincere services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
DIN 00090104
Place:Mumbai
Dated: 20th May, 2016.
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting the 37th Annual Report along
with Audited Financial Statements for the year ended 31st March, 2015.
FINANCIAL RESULTS: (Rs in Lacs)
2014-15 2013-14
Net Turnover and other Income 1,52,653 1,31,920
Profit before Depreciation & Tax 15,985 12,717
Less: Depreciation 4,090 2,915
Profit before Tax 11,895 9,802
Less: Provision for Taxation
Current Tax 4,278 3,130
Deferred Tax (262) 315
4,016 3,445
Profit after Tax 7,879 6,357
Add/(Less): Adjustments relating to earlier year (8) 72
7,871 6,429
Add: Surplus brought forward fromp revious year 16,156 12,604
Surplus available for appropriation 24,027 19,033
Less: Transfer to General Reserves 17,500 2,000
Adjustment relating to Fixed Assets 211 -
Proposed Dividend 937 750
Tax on Dividend 191 127
18,839 2,877
Balance Carried Forward to Balance Sheet 5,188 16,156
OPERATIONS:
During the year under review, the Total Income of your Company rose to
Rs.1,52,653 Lacs from Rs.1,31,920 Lacs in the previous year, reflecting a
growth of 15.72%.
The net profit after tax stood at Rs.7,879 Lacs against Rs.6,357 Lacs in
the previous year, recording a growth of 23.94%. DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs.10 /- (previous
year Rs.8/-) per Equity Share of Rs.10/- each for the year 2014-15, with a
total payout of Rs. 1,128 Lacs including Tax on Dividend as against Rs.877
Lacs including Tax on Dividend in the previous year.
SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2015 was Rs.
937.40 Lacs. During the year under review the Company has not issued
shares with deferential voting rights nor granted stock options nor
sweat equity. As on 31st March, 2015, none of the Directors of the
Company hold convertible instruments.
RESERVES:
The Company proposes to transfer Rs.17,500 Lacs to General Reserves.
SUBSIDIARY COMPANIES:
The Company has no subsidiaries.
FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed
deposits and there were no unclaimed deposits or interest thereon as on
31st March, 2015. DIRECTORS:
Directors retiring by rotation
Shri. Gaurav P. Poddar and Shri. Ashok M. Jalan, Directors, retire by
rotation and being eligible, offer themselves for re- appointment.
Necessary resolution for their re-appointment is placed before the
shareholders for approval. Your Directors commend the resolutions.
Brief resume of Directors being appointed/ re-appointed as required by
Clause 49 of the listing agreement is provided in the Annexure to the
notice convening the Annual General Meeting of the Company.
Declaration from Independent Directors All Independent Directors have
given declarations that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
Company''s Policy on appointment and remuneration of Directors
Appointment of Independent Directors
With the coming into force of the Companies Act, 2013, the Board on the
recommendation of the Nomination
and Remuneration Committee appointed all the existing Independent
Directors viz. Shri. Harish Motiwalla, Shri. Mangesh Teli, Shri.
Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri.
Ashok Garodia for a period of 5 years upto 31st July, 2019 and Shri.
Tarun Kumar Govil upto 29th July, 2019, as Independent Directors under
section 149 of the Companies Act, 2013, subject to approval of the
shareholders. The shareholders at the 36th AGM held on 27th September,
2014, approved their appointment. Criteria for appointment of
Independent Directors The Independent Directors shall be of high
integrity with relevant expertise and experience with Directors having
expertise in the fields of manufacturing, marketing, finance, taxation,
law, governance and general management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors
The Nomination and Remuneration Committee shall identify persons of
integrity who possess relevant expertise and experience particularly in
the Textile Industry, leadership qualities required for the position
and shall take into consideration recommendation, if any, received from
any member of the Board.
Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior
Management Employees, details of the same are given in the Corporate
Governance Report.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Nomination and Remuneration Committee has
laid down the criteria for evaluation of the performance of individual
Directors, the Board as a whole and also the Secretarial Department.
Based on the criteria the exercise of evaluation was carried out
through a structured process covering various aspects of the Board
functioning such as composition of the Board and committees, experience
& expertise, performance of specific duties & obligations, governance &
compliance issues, attendance, contribution at meetings, etc.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Director at a separately
convened meeting at which the performance of the Board as a whole was
also evaluated and the performance of the Secretarial Department was
also reviewed. The performance of the Independent Directors was carried
out by the entire Board (excluding the Director being evaluated).
The Directors expressed their satisfaction with the evaluation process.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) of the Companies Act, 2013, your
Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended
31st March 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the accounts for the financial
year on going concern basis.
v) the Directors have laid down internal financial controls, which are
adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INDUSTRIAL RELATIONS:
Industrial relations with staff and workmen during the year under
review continued to be cordial.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies
Act, 2013, read with rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of
employees of the Company, will be provided upon request in terms of
section 136 of the Act, the Report is being sent to all the
shareholders of the Company and others entitled thereto, excluding the
information. The said information is available for inspection by the
Members at the corporate office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual
General Meeting. Members interested in obtaining a copy thereof, may
write to the Company Secretary in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in
Annexure -III to this report. AUDITORS:
a. Statutory Auditors.
In the last AGM held on 27th September, 2014, M/s. Jayantilal Thakkar
& Co., Chartered Accountants, have been appointed Statutory Auditors of
the Company for a period of 3(three) years. Resolution for the
ratification, of their appointment, to hold office from the conclusion
of this AGM till the conclusion of the next AGM, is placed before the
members of the Company at the ensuing AGM. As required under section
139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s. Jayantilal Thakkar & Co., Chartered Accountants,
that their appointment, if
made, would be in conformity with the limits specified in the said
section. Members are requested to ratify their appointment as Auditors
and to fix their remuneration.
Further, the Report of the Statutory Auditors forms part of the Annual
Report. The observations made in the Auditors'' Report are self
explanatory and therefore do not call for any further comments.
b. Cost Auditors:
The Board of Directors at their Meeting held on 25th May, 2013
appointed M/s. Bhuta & Associates, as Cost Auditors for the financial
year 2013-14, which was approved by the Central Government.
The Cost Audit Report for the financial year 2013-14 in XBRL format was
submitted within due date on 19th August, 2014.
As per the provisions of section 148 of the Companies Act, 2013, read
with the Companies (Audit and Auditors) Rules, 2014 framed thereunder
and the Cost Audit Orders issued from time to time, Cost Audit was not
applicable to the Company for the financial year 2014-15.
The Board of Directors, have appointed Shri. Yogesh Bhuta, Proprietor
of M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit
cost records of the Company for the F.Y. 2015-16. A resolution seeking
members approval for the remuneration payable to them forms part of the
Notice convening the AGM.
c. Secretarial Auditors.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the Company has appointed M/s. J. H.
Fatehchandka & Co., Company Secretaries in Practice to undertake
Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as Annexure - IV. CORPORATE SOCIAL RESPONSIBILITY:
As part of its initiatives under Corporate Social Responsibility (CSR)
the Company has undertaken projects which are largely in accordance
with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as
Annexure - V
APPRECIATION:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and Semi-Government Authorities,
Shareholders, Financial Institutions and Banks. Your Directors also
express their warm appreciation for the dedicated and sincere services
rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
Place : Mumbai
Dated : 9th May, 2015.
Mar 31, 2014
To the Members,
The Directors have pleasure in presenting the 36th Annual Report
along with Audited Statement of Accounts for the year ended
31st March, 2014.
Financial Results: (Rs in Lacs)
2013-141 2012-13
Net Turnover and other Income 1,31,920 1,05,982
Profit before Depreciation & Tax 12,717 10,361
Less: Depreciation 2,915 2,182
Profit before Tax 9,802 8,179
Less: Provision for Taxation
Current Tax 3,130 2,360
Deferred Tax 315 318
3,445 2,678
Profit after Tax 6,357 5,501
Add/(Less): Adjustments relating to earlier year 72 15
6,429 5,516
Add: Surplus brought forward from
previous year 12,604 8,910
Surplus available for appropriation 19,033 14,426
Less: Transfer to General Reserve 2,000 1,000
Proposed Dividend 750 703
Tax on Dividend 127 119
2,877 1,822
Balance Carried Forward to Balance Sheet 16,156 12,604
Operations:
During the year under review, the Total Income of your Company rose to
Rs. 1,31,920 Lacs from Rs. 1,05,982 Lacs in the previous year, reflecting a
significant growth of 24.47%. The topline growth can be attributed to
strong brand image of the Company''s products, innovative product mix,
introduction of new products and aggressive marketing. It is heartening
to report that all our divisions have contributed to the increase in
the turnover of your Company.
The net profit after tax stood at Rs. 6,357 Lacs against Rs. 5,501 Lacs in
the previous year, recording a growth of 15.56%.
Re-issue of Forfeited Shares:
During the year under review, your Company has re- issued and allotted
1968 Forfeited Equity Shares of the Company of Rs. 10/- at a premium of Rs.
249.76 per share to the promoters/ promoter group on a Preferential
basis in accordance with the SEBI (ICDR) Regulations, 2009 and in terms
with the special resolution passed by the members of the Company at the
35th AGM held on 10th August, 2013.
Expansion:
During the year under review, the Company has installed 48 Looms and
117 Readymade Garment Machines with balancing equipments. The total
capital outlay for the said expansion was Rs. 6,481 Lacs, which has
been financed by way of Term Loan under the TUF Scheme of Government
of India and internal accruals of the Company.
Dividend:
Your Directors are pleased to recommend a Dividend of Rs. 8/- per Equity
Share of Rs. 10/- each for the year 2013-14, with a total payout of 877
Lacs including Tax on Dividend.
Management Discussion and Analysis:
Current Year Review
During the year under review, the global economic recovery that was
visible in the beginning of the year strengthened as the year
progressed. Much of the impetus coming mainly from advanced economies,
though their recoveries remained uneven. Activity in many emerging
economies has disappointed in a less favourable external environment,
although they continue to contribute more than two-thirds of global
growth. Even though we were far short of a full recovery.
On the domestic front, the Economic slowdown bottomed out. A spell of
global financial turbulence caused capital outflows and put pressure on
the exchange rate but strong policy measures stabilized the currency,
rebuilt reserves and narrowed the excessive current account deficit.
Weakness remains, however, and includes persistent inflation, fiscal
imbalances, bottlenecks to investment and inefficiencies that require
structural reforms. The political situation only compounded the
difficulties.
Under this back drop, your Company''s performance can be termed as
nothing short of excellent as it touched an all time high in its
topline as well as bottomline.
Future Outlook
Global activity is expected to improve further in 2014-15. The
dynamics imply a changing environment for emerging and developing
economies as stronger growth in advanced economies implies increased
demand for their exports.
Indian Economy growth is expected to improve in the coming quarters but
the pace is likely to be gradual due to persistent challenges such as
elevated inflation and the structural bottlenecks. Growth forecast is
premised on normal monsoon, continuation of the recent reforms process,
widely anticipated global recovery and good governance from a stable
government. This together with improved private consumption demand will
trigger a mild revival in industrial growth. Sectors such as consumer
durables, automobiles and textiles will especially gain from this
revival.
Your Company, with the increase in production capacities from the
completion of the expansion project, its well- known brands, wide
distribution network, establishing of newly introduced brands,
introduction of value added products,innovative marketing and improved
operational efficiency, your Company expects to perform better in the
year 2014-15.
Forward Looking Statements
Statement in the Management Discussion and Analysis describing the
Company''s objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning
of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important
factors that could make a difference to the Company''s operations
include raw material availability and prices, cyclical demand and
pricing in the Company''s principal markets, changes in Government
regulations, tax regimes, economic developments within India and
outside.
Internal Control System:
Your Company has adequate system of internal controls to ensure that
all the assets are safeguarded and are productive. Necessary checks and
controls are in place to ensure that transactions are properly
verified, adequately authorized, correctly recorded and properly
reported. The Internal Auditors of the Company conduct Audit of
various departments to ensure that internal controls are in place and
submit monthly and yearly Reports to the Audit Committee. The Audit
Committee regularly reviews these Reports and the Company when needed
takes corrective actions.
Human Resources:
Your Company treats its human resources as its important asset and
believes in its contribution to the all round growth of your Company.
Your Company takes steps, from time to time, to upgrade and enhance the
quality of this asset and strives to maintain it in agile and
responsive form. Your Company is an equal opportunity employer and
practices fair employment policies. Your Company is confident that its
Human Capital will effectively contribute to the long term value
enhancement of the organization.
Subsidiary Companies:
The Company has no subsidiary.
Directors:
Shri Shrikishan D. Poddar, Director, retires by rotation and being
eligible, offers himself for re-appointment. Necessary resolution for
his re-appointment is placed before the shareholders for approval. Your
Directors commend the resolution.
Shri Tarun Kumar Govil was appointed as an Additional Director and
Independent Director of the Company w.e.f. 30th July, 2014 and holds
office till the date of the ensuing Annual General Meeting. Notice
under section 160 of the Companies Act, 2013 along with deposit has
been received from a member proposing Shri Tarun Kumar Govil as a
Director of the Company, not liable to retire by rotation. Necessary
resolution has been put up in the Notice to the ensuing Annual General
Meeting for his appointment as Independent Director for a term of five
consecutive years w.e.f. 30th July, 2014. Your Directors commend the
resolution.
Smt. Ashadevi R. Poddar was appointed as Additional and Whole Time
Director designated as Executive Director of the Company w.e.f. 1st
August, 2014 and holds office till the date of the ensuing Annual
General Meeting. Notice under section 160 of the Companies Act, 2013
along with deposit has been received from a member proposing Smt.
Ashadevi R. Poddar as a Director of the Company, liable to
retire by rotation. Necessary resolution has been put up in the Notice
to the ensuing Annual General Meeting for her appointment as Director
liable to retire by rotation and as Executive Director for five years
w.e.f. 1st August, 2014. Your Directors commend the resolution.
In terms with the provisions of section 149 of the Companies Act, 2013
and clause 49 of the Listing Agreement, Shri (Prof) Mangesh D. Teli,
Shri Shailesh S. Vaidya, Shri Ashok N. Garodia, Shri Dileep H. Shinde,
Shri Pramod S. Jalan and Shri Harish N. Motiwalla, Non Executive
Directors, are appointed as Independent Directors for a period of
5(five) years w.e.f. 1st August, 2014 to 31st July, 2019, not liable to
retire by rotation. Necessary resolutions for their appointment have
been put up in the Notice to the ensuing Annual General Meeting. Your
Directors commend the resolutions.
Brief resume of Directors being appointed/ re-appointed as required by
Clause 49 of the listing agreement is provided in the Annexure to the
notice convening the Annual General Meeting of the Company.
Shri Brijmohan L. Sarda, resigned as Director from the Board of the
Company and the same was accepted by the Board with effect from 12th
May, 2014. Your Directors place on record their deep appreciation for
the guidance given and services rendered by Shri Brijmohan L. Sarda as
Director of the Company.
Corporate Governance:
A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange(s) forms part of the Annual
Report.
Certificate from the Auditors of the Company confirming compliance of
conditions of Corporate Governance as stipulated under the aforesaid
clause 49 forms part of the Annual Report.
Fixed Deposits:
During the year under review, your Company has not accepted any fixed
deposits and there were no unclaimed deposits or interest as on 31st
March, 2014.
Directors'' Responsibility Statement:
As stipulated under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm as under:- i) that in the preparation of the accounts
for the financial year ended 31st March 2014, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
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;
iv) that the Directors have prepared the accounts for the financial
year on going concern basis.
Industrial Relations:
Industrial relations with staff and workmen during the year under
review continued to be cordial.
Particulars of Employees:
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956 and the rules framed thereunder, the names and other
particulars of employees are set out in the Annexure to the Directors''
Report. In terms of the provisions of Section 219(1) (b) (iv) of the
Companies Act, 1956, the Directors'' Report is being sent to all the
shareholders of the Company excluding the aforesaid Annexure. The
Annexure is available for inspection at the Corporate Office of the
Company. Any shareholder interested in obtaining a copy of the said
Annexure may write to the Company Secretary at the Corporate Office of
the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in Annexure ÂI to this report.
Auditors:
The Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants,
Mumbai, retire at the conclusion of the ensuing Annual General Meeting
and are eligible for re- appointments. Pursuant to section 139 of the
Companies Act, 2013 and rules framed thereunder it is proposed to re-
appoint M/s. Jayantilal Thakkar & Co., as Statutory Auditors of the
Company from the conclusion of the ensuing AGM till the conclusion of
the 39th AGM to be held in the year 2017, subject to annual
ratification by the members at the AGM, Members are requested to
re-appoint them as Auditors and to fix their remuneration.
Cost Auditors:
The Board of Directors at their Meeting held on 25th May, 2013
appointed M/s. Bhuta & Associates, as Cost Auditor of the Company for
the financial year 2013-14, which was approved by the Central
Government.
The Cost Audit Report for the financial year 2012-13 in XBRL format was
submitted within due date on 6th September, 2013.
Appreciation:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and Semi-Government Authorities,
Shareholders, Financial Institutions and Banks. Your Directors also
express their warm appreciation for the dedicated and sincere services
rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
Place: Mumbai
Dated: 30th July, 2014.
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the 35th Annual Report along
with Audited Statement of Accounts for the year ended 31s1 March, 2013.
Financial Results: Rs. in Lacs
2012-13 2011-12
Net Turnover and other Income 1,05,982 92,655
Profit before Depreciation & Tax 10,361 10,352
Less: Depreciation 2,182 2,231
Profit before Tax 8,179 8,121
Less: Provision for Taxation
Current Tax 2,360 2,550
Deferred Tax 318 (102)
2,678 2,448
Profit after Tax 5,501 5,673
Add/(Less): Adjustments relating to 15 (132)
earlier year
5,516 5,541
Add: Surplus brought forward
from previous year 8,910 5.186
Surplus available for appropriation 14,426 10,727
Less: Transfer to General Reserve 1,000 1,000
Proposed Dividend 703 703
Tax on Dividend 119 114
1,822 1,817
Balance Carried Forward to Balance Sheet 12,604 8,910
Operations:
During the year under review, the total Income of your Company rose to
Rs. 1,05,982 Lacs from Rs.92,655 Lacs in the previous year, registering
a growth of 14.38%. The net profit after tax stood at Rs.5,501 Lacs
against Rs.5,673 Lacs in the previous year.
Your Company has yet again demonstrated its resilience to perform even
under adverse business conditions by recording its highest ever
turnover and also posting good profits. All this reflects your
Company''s strong fundamentals and sustained business model.
Expansion:
Your Company''s expansion project is progressing as envisaged. During
the year under review, the Company has installed 129 Looms and 101
Readymade Garment Machines with balancing equipments. The total capital
expenditure for the said expansion was Rs.8,785 Lacs, which has been
financed by way of Term Loan under the TUF Scheme of Government of
India and internal accruals of the Company.
Dividend:
Your Directors are pleased to recommend a Dividend ofRs. 7.50 per
Equity Share of Rs. 10/- each for the year 2012-13, with a total payout
of Rs. 822.36 Lacs including Tax on Dividend.
Subsidiary Companies:
The Company has no subsidiaries.
Directors:
Shri Ashok M. Jalan, Shri. Ashok N. Garodia and Shri. Arvind M. Poddar,
Directors, retire by rotation and being eligible offer themselves for
re-appointment. Necessary resolutions for their re-appointment are
placed before the shareholders for approval. Your Directors commend the
resolutions.
The Board has approved the re-appointment of Shri. Ramesh D. Poddar, as
Chairman and Managing Director and Shri. Shrikishan D. Poddar, as
Executive Director, for a further period of 5 years from 1st November,
2012 to 31st October, 2017, necessary resolution has been put up in the
Notice of the ensuing Annual General Meeting for approval of the
members. Your Directors commend the resolutions.
Brief resume of Directors being appointed/ re-appointed as required by
Clause 49 of the listing agreement is provided in the notice convening
the Annual General Meeting of the Company.
Corporate Governance:
A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange(s) forms part of the Annual
Report.
Certificate from the Auditors of the Company confirming compliance of
conditions of Corporate Governance as stipulated under the aforesaid
clause 49 forms part of the Annual Report.
Fixed Deposits:
There were no unclaimed deposits as on 31st March, 2013. Directors''
Responsibility Statement:
As stipulated under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended
31s1 March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
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;
iv) that the Directors have prepared the accounts for the financial
year on going concern basis.
Industrial Relations:
Industrial relations with staff and workmen during the year under
review continued to be cordial.
Particulars of Employees:
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956 and the rules framed thereunder, the names and other
particulars of employees are set out in the Annexure to the
Directors'' Report. In terms of the provisions of Section 219(1) (b)
(iv) of the Companies Act, 1956, the Directors'' Report is being sent
to all the shareholders of the Company excluding the aforesaid
Annexure. The Annexure is available for inspection at the Corporate
Office of the Company. Any shareholder interested in obtaining a copy
of the said Annexure may write to the Company Secretary at the
Corporate Office of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in Annexure -1 to this report.
Auditors:
The Auditors, M/s. layantilal Thakkar & Co., Chartered Accountants,
Mumbai, retire at the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment. Members are requested to
re-appoint them as Auditors and to fix their remuneration.
Cost Auditors:
The Board of Directors at their Meeting held on 27th July, 2012
appointed M/s. Bhuta & Associates, for the financial year 2011-12, to
fill vacancy caused by the sad demise of Shri. B. L. Tholiya,
Proprietor of M/s. Tholiya & Associates. The Cost Audit Report for the
financial year 2011-12 in XBRL format was submitted within due date on
9th January, 2013.
Appreciation:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and Semi-Government Authorities.
Shareholders, Financial Institutions and Banks. Your Directors also
express their warm appreciation for the dedicated and sincere services
rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
Place : Mumbai
Date: 25th May, 2013.
Mar 31, 2012
The Directors have pleasure in presenting the 34th Annual Report along
with Audited Statement of Accounts for the year ended 31st March, 2012.
Financial Results: Rs. in Lacs
2011-12 2010-11
Net Turnover and other Income 92655 86844
Profit before Depreciation & Tax 10352 10377
Less: Depreciation 2231 2093
Profit before Tax 8121 8284
Less: Provision for Taxation
Current Tax 2550 2660
Deferred Tax (102) (129)
2448 2531
Profit after Tax 5673 5753
Add /(Less): Adjustments relating to (132) 11
ealier year
5541 5764
Add: Surplus brought forward from
previous year 5186 1185
Surplus available for appropriation 10727 6949
Less: Transfer to General Reserve 1000 1000
Proposed Dividend 703 656
Tax on Dividend 114 107
1817 1763
Balance Carried Forward to Balance Sheet 8910 5186
Operations:
During the year under review, the total Income of your Company was
Rs.92655 Lacs against Rs. 86844 Lacs in the previous year, registering a
growth of 6.69 %. The net profit after tax was Rs. 5541 Lacs against Rs. 5764
Lacs in the previous year.
Your Company has been able to register grow'th in its turnover against
a back drop of falling demand and difficult market conditions. Rising
cost of raw material and interest rates put pressure on the
profitability.
Expansion:
Your Company's expansion project is progressing as envisaged. During
the year your Company has installed 23 looms along with preparatory
machines. The total expenditure incurred was Rs.5208 Lacs which was
financed by way of Term Loan under the TUF Scheme and internal
accruals.
Dividend:
Your Directors are pleased to recommend a Dividend of Rs. 7.50 per Equity
Share (75%) for the year 2011-12, with a total payout of Rs. 816.93 Lacs
including Tax on Dividend.
Directors:
Shri Shailesh S. Vaidya, Shri. Brijmohan L. Sarda, Shri. Pramod S.
Jalan and Prof.(Dr.) Mangesh D. Teli, Directors, retire by rotation and
being eligible offer themselves for re-appointment. Necessary
resolutions for their re-appointment are placed before the shareholders
for approval. Your Directors commend the resolutions.
The Board has approved the re-appointment of Shri. Ashok M. Jalan, as
Senior President cum Director for a further period of 5 year from 30th
January, 2012 to 2911' January, 2017, necessary resolution has been put
up in the Notice of the ensuing Annual General Meeting for approval of
the members. Your Directors commend the resolution.
Brief resume of Directors being appointed/ re-appointed as required by
Clause 49 of the listing agreement is provided in the notice convening
the Annual General Meeting of the Company. Shri. Ketan P. Gupte,
resigned as Director from the Board of the Company and the same was
accepted by the Board with effect from 23rd May, 2011. Your Directors
place on record their appreciation of the services rendered by Shri.
Keten P. Gupte during his tenure as Director of the Company.
Shri. Dharaprasad R. Poddar, resigned as Director from the Board of the
Company and the same was accepted by the Board with effect from 16th
May, 2012. Your Directors place on record their appreciation of the
guidance given and services rendered by Shri. Dharaprasad R. Poddar
during his tenure as Director of the Company. The Board in recognition
of his invaluable contribution to the Company's affairs over the last 2
decades has appointed Shri Dharaprasad R. Poddar as Chairman Emeritus
with effect from 18th May, 2012.
Corporate Governance:
A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange(s) forms part of the Annual
Report.
Certificate from the Auditors of the Company confirming compliance of
conditions of Corporate Governance as stipulated under the aforesaid
clause 49 forms part of the Annual Report.
Fixed Deposits:
There were no unclaimed deposits as on 31st March, 2012. Directors'
Responsibility Statement:
As stipulated under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended
315t March 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
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;
iv) that the Directors have prepared the accounts for the financial
year on going concern basis.
Industrial Relations:
Industrial relations with staff and workmen during the year under
review continued to be cordial.
Particulars of Employees:
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956 and the rules framed thereunder, the names and other
particulars of employees are set out in Annexure-I to this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information pursuant to Section 217 (1) (e) of the Companies Act. 1956.
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules. 1988 is given in Annexure -II to this
report.
Auditors:
The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants,
Mumbai, retire at the conclusion of ensuing Annual General Meeting and
are eligible for re-appointment. Members are requested to re-appoint
them as Auditors and to fix their remuneration.
Cost Auditors:
The Board of Directors at their Board Meeting held on 25th May, 2010
appointed M/s. Tholiya & Associates as the Cost Auditors for auditing
the cost accounts of the Company for the financial year 2010-11. The
due dated for submission of the cost audit report was 27th September,
2011 and the actual date of submission of the report was 27th
September, 2011.
Appreciation:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and Semi-Government Authorities,
Shareholders, Financial Institutions and Banks. Your Directors also
express their warm appreciation for the dedicated and sincere services
rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
Place : Mumbai
Dated: 18th May, 2012.
Mar 31, 2011
The Directors have pleasure in presenting the 33rd Annual Report along
with Audited Statement of Accounts for the year ended 31st March, 2011.
Financial Results: Rs. in Crores
2010-11 2009-10
Net Turnover and other Income 868.44 669.02
Profit before Depreciation & Tax 103.77 69.19
Less: Depreciation 20.93 20.19
Profit before Tax 82.84 49.00
Less: Provision for Taxation
Current Tax 26.60 15.00
Deferred Tax (1.29) 0.34
25.31 15.34
Profit after Tax 57.53 33.66
Add: Adjustments relating to earlier year 0.11 0.06
57.64 33.72
Add: Surplus brought forward
from previous year 11.85 5.83
Surplus available for appropriation 69.49 39.55
Less: Transfer to General Reserve 10.00 21.12
Proposed Dividend 6.56 -
Interim Dividend - 5.62
Tax on Dividend 1.07 0.96
17.63 27.70
Balance Carried Forward to Balance Sheet 51.86 11.85
Operations:
During the year under review, the total Income of your Company was
Rs.868.44 crores against Rs.669.02 Crores in the previous year, registering
a growth of 29.81%. The net Profit after tax was at Rs.57.64 crores
against Rs.33.72 crores in the previous year, registering a growth of
70.94%.
The increase was due to all round growth in all the business verticals
of your Company-Fabrics, Yarn, Dyeing, Readymade Garments and
Furnishing. Improved capacity utilization and operating effciency
enabled your Company to post better results despite of surging raw
material prices and infation rising to dizzy heights.
Expansion:
Your Company plans to increase the production capacity of fabrics &
readymade garment divisions by 20 lakh meters and 75000 pieces per
month respectively. The envisaged capital expenditure towards plant and
machinery is around Rs.150 crores. This will be fnanced by way of Term
Loan (under the TUF Scheme of Government of India) and internal
accruals of the Company and same will be incurred in a phased manner in
the next 2 to 3 years.
Dividend:
Your Directors are pleased to recommend a Dividend of Rs.7/- per Equity
Share (70%) for the year 2010-11, with a total payout of Rs.7.62 crores
including Tax on Dividend.
Subsidiary Companies:
The Company has no subsidiaries.
Directors:
Shri Arvind M. Poddar, Shri Shrikishan D. Poddar, Smt. Vijaylaxmi A.
Poddar and Shri Dileep H. Shinde, Directors, retire by rotation and
being eligible offer themselves for re-appointment. Necessary
resolutions for their re-appointment are placed before the shareholders
for approval. Your Directors commend the resolutions.
Shri. Harish N. Motiwalla was appointed as Additional Director of the
Company w.e.f. 21st May, 2011 and holds offce till the date of ensuing
Annual General Meeting. Notice under section 257 of the Companies Act,
has been received from a member proposing him as Director of the
Company. Necessary resolution has been put up in the Notice of the
ensuing Annual General Meeting for approval of the members. Your
Directors commend the resolution. The Board has approved the
re-appointment of Shri. Pawan D. Poddar as Joint Managing Director for
a further period of fve years from 1st August, 2011 to 31st July, 2016.
Necessary resolution has been put up in the Notice of the ensuing
Annual General Meeting for approval of the members. Your Directors
commend the resolution.
Brief resume of Directors being appointed/ re-appointed as required by
Clause 49 of the listing agreement is provided in the notice convening
the Annual General Meeting of the Company.
Corporate Governance:
A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange(s) forms part of the Annual
Report.
Certifcate from the Auditors of the Company confrming compliance of
conditions of Corporate Governance as stipulated under the aforesaid
clause 49 forms part of the Annual Report.
Fixed Deposits:
There were no unclaimed deposits as on 31st March, 2011.
Directors Responsibility Statement:
As stipulated under Section 217 (2AA) of the Companies Act, 1956, your
Directors confrm as under:- i) that in the preparation of the accounts
for the financial year ended 31st March 2011, the applicable accounting
standards have been followed along with proper explanation relating to
material departures; ii) that the Directors have selected such
accounting policies and applied them consistently and made judgments
and estimates that were 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 of the Company for the year under
review; iii) that the Directors have taken proper and suffcient care
for 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; iv) that the Directors have prepared the accounts for
the financial year on going concern basis.
Industrial Relations:
Industrial relations with staff and workmen during the year under
review continued to be cordial.
Particulars of Employees:
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956 and the rules framed thereunder, the names and other
particulars of employees are set out in the Annexure to the Directors
Report. In terms of the provisions of Section 219(1) (b) (iv) of the
Companies Act, 1956, the Directors Report is being sent to all the
shareholders of the Company excluding the aforesaid Annexure. The
Annexure is available for inspection at the Corporate Offce of the
Company. Any shareholder interested in obtaining a copy of the said
Annexure may write to the Company Secretary at the Corporate Offce of
the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in Annexure ÃI to this report.
Auditors:
The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants,
Mumbai, retire at the conclusion of ensuing Annual General Meeting and
are eligible for re-appointment. Members are requested to re-appoint
them as Auditors and to fx their remuneration.
Cost Auditors:
Pursuant to the directives of the Central Government under the
provisions of Section 233 B of the Companies Act, 1956, M/s. Tholiya &
Associates, Cost Accountants, Mumbai have been appointed to conduct
cost audit relating to the products manufactured by the Company.
Group
As required under Regulation 3(1)(e)(i) of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997, persons constituting "Group" (within the meaning as
defned in the Monopolies and Restrictive Trade Practices Act, 1969) for
the purposes of availing exemption from the applicability of the
provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations
are given in Annexure II attached herewith and forms part of this
Report.
Appreciation:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and Semi-Government Authorities,
Shareholders, Financial Institutions and Banks. Your Directors also
express their warm appreciation for the dedicated and sincere services
rendered by the Employees of the Company.
For and on behalf of Board of Directors
Dharaprasad R. Poddar
Chairman
Place: Mumbai
Date: 21st May, 2011.
Mar 31, 2010
Your Directors have pleasure in presenting their 32nd Annual
Report along with Audited Statement of Accounts for the year
ended 31st March, 2010.
Financial Results: (Rupees in Crores)
2009-10 2008-09
Net Turnover and other Income 669.02 537.27
Profit before Depreciation & Tax 69.19 33.82
Less: Depreciation 20.19 19.18
Profit before Tax 49.00 14.64
Less: Provision for Taxation
Current Tax 15.00 2.70
Deferred Tax 0.34 0.50
15.34 3.20
Profit after Tax 33.66 11.44
Add: Adjustments relating to
earlier year 0.06 -
33.72 11.44
Add: Surplus brought forward
from previous year 5.83 4.87
Surplus available for appropriation 39.55 16.31
Less: Transfer to General Reserve 21.12 5.00
Proposed Dividend - 4.68
Interim Dividend 5.62 -
Tax on Dividend 0.96 0.80
21.70 10.48
Balance Carried Forward to Balance
Sheet 11.85 5.83
Operations:
During the year under review, the turnover of your Company was Rs.669
crores against Rs.537 crores in the previous year, registering a growth
of around 25%. The net profit after tax tripled to Rs.34 crore against
Rs. 11 crore in the previous year, registering a growth of 195%.
Well known and popular Brands of the Company like Siyarams, Mistair,
J.Hampstead, Oxemberg, MSD, etc., trendy product design and
development, improved product quality, aggressive marketing strategies,
efficiency in operations and cost control measures have all contributed
to the Companys excellent performance.
Expansion :
During the year under review, your Company has installed 71 looms
alongwith preparatories at its plant at Tarapur & Silvassa.
Company has also installed various balancing equipments at Yarn Dyeing
plant, Tarapur to optimize the capacity and improve quality.
Companys garment divisions manufacturing activities have been
consolidated by de-bottlenecking, leveraging resources and building
better synergy in its operations.
Dividend:
Your Directors had declared Interim Dividend of 60% against final
dividend of 50% in the previous year, the total payout on account of
Interim Dividend and tax thereon has been Rs.6.58 Crore. The Board has
decided to treat said Interim Dividend as final Dividend for the
Financial Year 2009-10.
Management Discussion and Analysis:
The year under review clearly showed a marked recovery in the fortune
of textile industry. Revival of domestic demand and signs of
improvement in global markets contributed significantly to this
scenario. Your company recorded an increase of 14% in Dyed Yarn
production, 15% in Fabric production and 11 % in readymade garments
production, all exceeding the industry average. The increased
production has been the result of capacity addition and better capacity
utilization.
The domestic market, after experiencing brief fall in demand consequent
to global economic turmoil, recorded a smart recovery supported by
Government stimulus packages, improved liquidity and revival in the
domestic demand. The sales figures for the divisions of your Company
mirror this trend. Net Sales in value terms of Dyed yarn grew by about
21%, Fabric by 27%, Furnishing by 25% and Garments by 36%, contributing
to all round growth of the your Company.
Going ahead, domestic markets are expected to grow at healthy pace
supported by strong fundamentals such as rising disposable incomes,
rising aspirations and favourable demographies. However, competition
is expected to be intensified with growth in organized retail, larger
players going for retailing in an effort to forward integrate the value
chain, international brands and retailers entering in India for growth
opportunities. Therefore, longer discount seasons and pressure to keep
prices lower are likely to affect the realizations.
The ensuing year is expected to be marked by tighter liquidity, wider
fluctuations in the exchange rates and general rise in / firming up of
price level of all important inputs. This then will have to be
necessarily followed by stricter monetary and fiscal measures to rein
in resultant inflation. These are expected to put pressures on the
bottom-line of your Company.
However, continuing buoyancy in domestic demand, favourable
demographics, increasing spending power of the Indian consumer,
expectation of good monsoon coupled with your Companys internal
strength of strong brand image and resilient distribution network may
augur well for your Company. Your Company is thus geared up to meet the
challenges and is reasonably sure of continuing on its growth
trajectory. Internal Control System The Company has adequate system of
internal controls to ensure that all the assets are safeguarded and are
productive. Necessary checks and controls are in place to ensure that
transactions are properly verified, adequately authorised, correctly
recorded and properly reported. The Internal Auditors of the Company
conducts Audit of various departments to ensure that internal controls
are in place and submits monthly and yearly Reports to the Audit
Committee. The Audit Committee regularly reviews these Reports and the
Company when needed takes corrective actions. Forward Looking
Statements Statement in the Management Discussion and Analysis
describing the Companys objectives, projections, estimates,
expectations or predictions may be forward looking statements within
the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company s
operations include raw material availability and prices, cyclical
demand and pricing in the Companys principal markets, changes in
Government regulations, tax regimes, economic developments within India
and the countries in which the Company conducts business and other
incidental factors.
Human Resources
Your Company treats its human resources as its important asset and
believes in its contribution to the all round growth of your Company.
Your Company takes steps, from time to time, to upgrade and enhance the
quality of this asset and strives to maintain it in agile and
responsive form. Your Company is an equal opportunity employer and
practices fair employment policies. Your Company is confident that its
Human capital will effectively contribute to the long term value
enhancement of the organization.
Directors:
Shri Dharaprasad R. Poddar, Shri Mangesh D. Teli, Shri Ashok M Jalan
and Shri Ashok N. Garodia, Directors, retire by rotation and being
eligible offer themselves for re-appointment. Necessary resolutions for
their re-appointment are placed before the shareholders. Your Directors
commend the resolutions.
Brief resume of Directors being appointed/ re-appointed as required by
Clause 49 of the listing agreement is provided in the notice convening
the Annual General Meeting of the Company.
Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis, Corporate Governance
Report and Auditors Certificate regarding compliance of the same are
made a part of this Annual Report.
Fixed Deposits:
There were no unclaimed deposits as on 31st March, 2010.
Directors Responsibility Statement:
As stipulated under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm as unden-
i) that in the preparation of the accounts for the financial year ended
31st March 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
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;
iv) that the Directors have prepared the accounts for the financial
year on going concern basis.
Industrial Relations:
Industrial relations with staff and workmen during the year under
review continue to be cordial. Particulars of Employees:
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956 and the rules framed thereunder, the names and other
particulars of employees are set out in the Annexure to the Directors
Report. In terms of the provisions of Section 219 (1) (b) (iv) of the
Companies Act, 1956, the Directors Report is being sent to all the
shareholders of the Company excluding the aforesaid Annexure. The
Annexure is available for inspection at the Corporate Office of the
Company. Any shareholder interested in obtaining a copy of the said
Annexure may write to the Company Secretary at the Corporate Office of
the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in Annexure -I to this report.
Auditors:
The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants,
Mumbai, retire at the conclusion of ensuing Annual General Meeting and
are eligible for re-appointment. Members are requested to re-appoint
them as Auditors and to fix their remuneration. Cost Auditors:
Pursuant to the directives of the Central Government under the
provisions of Section 233 B of the Companies Act, 1956, M/s. Tholiya &
Associates, Cost Accountants, Mumbai have been appointed to conduct
cost audit relating to the products manufactured by the Company.
Group
As required under Regulation 3(l)(e)(i) of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997, persons constituting "Group" (within the meaning as
defined in the Monopolies and Restrictive Trade Practices Act, 1969)
for the purposes of availing exemption from the applicability of the
provisions of Regulations lO to 12 of the aforesaid SEBI Regulations
are given in Annexure II attached herewith and the said Annexure II
forms part of this Report. Appreciation:
Your Company is grateful for the continued co-operation and assistance
extended to it by the Government and Semi- Government Authorities,
Financial Institutions and banks. Your Directors also express their
warm appreciation for the dedicated and sincere services rendered by
the Employees of the Company.
For and on behalf of the Board of Directors
DHARAPRASAD R. PODDAR
Chairman
Place: Mumbai
Dated: 16th July, 2010
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