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Directors Report of Sangam (India) Ltd.

Mar 31, 2015

The Board of Directors present the 29th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarised below:

(RS,in Lacs)

Particulars March 31, 2015 March 31, 2014

Net Turnover 1468.66 1432.61

Profit before Tax & Depreciation 152.56 135.47

Depreciation 80.40 74.32

Provision for Doubtful Debts/Advances 0.35 0.30

Profit before Tax 72.16 61.15

Tax Expense - Current Tax 24.26 23.30

- Deferred Tax (3.67) (2.65)

Profit after Tax 51.57 40.50

Brought forward Profit 78.58 75.00

Proposed Dividend 7.88 5.91

Tax on Dividend 1.60 1.01

Transfer to General Reserve 30.00 30.00

Carried to Balance Sheet 90.67 78.58

OPERATIONAL RESULTS

Your company's performance during the financial year can be considered satisfactory despite adverse market conditions. Turnover was Rs.1468.66 Crore as against Rs.1432.61 Crore of previous year, Net Profit increased to Rs.51.57 crore compared Rs.40.50 crore in the previous financial year ended 31 March 2014. Exports was lower than the last year from Rs.342.34 crore to Rs.330.27 crore for the year.

DIVIDEND

In view of the satisfactory performance, your directors are pleased to recommend for your approval, dividend of 20% on 3,94,21,559 equity shares of Rs.10/- each for the financial year 2014-15 aggregating to Rs.7.88 crore, which is subject to approval at the forthcoming Annual General Meeting. The company would also pay corporate tax on distributed dividend and dividend would be tax free in the hands of the shareholders.

EXPANSION

The Company successfully implemented its project of Rs.76.50 crores for installation of 36 nos. Machines for manufacturing of seamless garment, 10080 spindles for manufacturing of cotton yarn and 56 weaving machines for denim fabric weaving.

PUBLIC DEPOSITS

The company has not accepted any deposits from the general public within the meaning of Section 73 of the Companies Act, 2013 and rules made there under.

DIRECTORS

In terms of Section 149 of the Act, the members at their meeting held on September 30, 2014, had appointed Mr. Achintya Karati, Mr. Ramawatar Jaju and Mr. Tapan Kumar Mukhopadhyay as Independent Directors of the Company for a period of five years or up to their date of retirement, whichever was earlier.

Ms. Seema Srivastava was appointed as Additional Woman Director of the Company w.e.f. March 30, 2015 and she hold office up to the date of the forthcoming Annual General Meeting and are further proposed to be appointed as Independent Director of the Company for a period of five years commencing from October 1, 2015.

The company has received declarations from all the Independents Directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Shri S.N.Modani, Managing Director of the Company retire by rotation and being eligible offer himself for re-appointment at the ensuing annual general meeting.

KEY MANAGEMENT PERSONNEL

During the year under review, the Company has designated following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act.

- Shri S.N.Modani, Managing Director and Chief Executive Officer

- Shri Anil Jain, Chief Financial Officer and Company Secretary

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant Related Party Transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee comprising Shri Achintya Karati, Chairman, Shri TK. Mukhopadhyay, Member, being Independent Director and Shri R.P.Soni, Non Executive Director for the Company, for its approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the Fiscal There are no material transactions between the Company and the related parties as defined under Clause 49 of the Listing Agreement. Further, all transactions with related parties have been conducted at an arm's length basis and are in ordinary course of business. Accordingly there are no transactions that are required to be reported in Form AOC- 2, as required under Section 134(3)(h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014, and as such does not form part of the Report.

SUBSIDIARY COMPANY

The company has no subsidiary company.

AUDITORS

M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General meeting.

AUDITORS' REPORT

As regards Auditors observations, the relevant notes on account are self explanatory and therefore, do not call for any further comments.

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S.P.Jethlia & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year ended 31st March, 2015 is annexed herewith and forming part of the report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Annexed reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges form part of this Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and

compliance systems established and maintained by the Company, work performed by the inter, statutory, cost, external agencies and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them consistently and made judgments, and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts of the company for the year ended on March 31, 2015 on a 'going concern' basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is stated in the Corporate Governance Report and is also available on the Company's Website: www.sangamgroup.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at www.sangamgroup.com.

The Company has identified following focus areas of engagement which are as under:

- Eradicating hunger, poverty and malnutrition

- Promoting Health care including Preventive Health care

- Ensuring environmental sustainability and ecological balance through

- Employment and livelihood enhancing vocational skills and projects

- Promotion of education especially among children, women, elderly and the differently abled

- Promoting gender equality and empowering women

- Contribution or funds provided to technology incubators located within academic institutions

- Rural Development Projects

The Company has made the relevant provisions for CSR activities in the Books of Accounts. The Company shall find out ways and means to spend the same in the coming months and shall submit the relevant report in the ensuing year. The Company could not spend the money before finalizing this report as the time was too short to identify suitable projects for spending the same.

RISK MANAGEMENT

During the year, the Audit Committee, evaluated the Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring and mitigation of risk and reporting process. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company by independent firms of Chartered Accountants and approved by the Board.

The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

WHISTLE BLOWER MECHANISM

The company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website www.sangamgroup.com

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement is annexed herewith and forming part of the report. (Annexure - I)

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-II.

HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS

The Company continues to focus on training its employees on a continuing basis, both on the job and through training programs. Relations with the staff members and the workmen continued to be cordial and satisfactory during the year under consideration.

COST AUDITORS

In accordance with the directive of the Central Government and pursuant to Section 148 of the Companies Act, 2013, M/s. K. G. Goyal & Co., Jaipur, Cost Accountants and M/s V.K.Goyal & Co., Bhilwara, Cost Accountants, have been appointed as Cost Auditors to audit the cost accounting records relating to Company's units as allotted to them respectively for the financial year 2015-16.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure- VI)

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for.;. the assistance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success. By Order of the Board of Directors.

For Sangam (India) Limited

R. P Soni

Place: Bhilwara Chairman

Dated: 02nd May, 2015 (DIN 00401439)


Mar 31, 2014

Dear Shareholders,

The Board of Directors present the 28th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in Crore)

Particulars March 31, 2013 March 31, 2013

Net Turnover 1432.61 1478.84

Profit before Tax & Depreciation 135.47 151.81

Depreciation 74.32 76.98

Provision for Doubtful Debts/Advances 0.30 0.45

Profit before Tax 61.15 74.83

Tax Expense - Current Tax 23.30 27.16

- Deferred Tax (2.65) (3.63)

Profit after Tax 40.50 51.30

Brought forward Profit 75.00 59.23

Proposed Dividend 5.91 4.73

Tax on Dividend 1.01 0.80

Transfer to General Reserve 30.00 30.00

Carried to Balance Sheet 78.58 75.00

OPERATIONAL RESULTS

Your company''s performance during the financial year can be considered satisfactory considering overall economic scenario prevalent at domestic as well as global spheres. Turnover was Rs. 1432.61 Crore as against Rs. 1478.84 Crore of previous year. The turnover was lower than the last year due to closure of toll business during the year. The exports increased to Rs. 342.34 Crore as against Rs. 300.75 Crore of previous year.

DIVIDEND

In view of the satisfactory performance, your directors are pleased to recommend for your approval, dividend of 15% on 3,94,21,559 equity shares of Rs. 10/- each for the financial year 2013-14 aggregating to Rs. 5.91 crore, which is subject to approval at the forthcoming Annual General Meeting. The company would also pay corporate tax on distributed dividend and dividend would be tax free in the hands of the shareholders.

CAPEX

The company was sanctioned a term loan of Rs. 32.50 Crore by Exim Bank for capex plan of the company of Rs. 43.46 Crores for installation of Mercerising Machine, Hot Air Stenter Machine, 1 No. Auto Coro, T.F.O.''s, Jiggers, Jet Dying Machine, Micro Processors, ETP and Misc. Balancing Machines. The Capex plan is under implementation.

PUBLIC DEPOSITS

The company has not accepted any deposits from the general public within the meaning of Section 73 of the Companies Act, 2013 (corresponding to Section 58 A of the Companies Act, 1956) and rules made thereunder.

DIRECTORS

In accordance with section 152 and other applicable provisions of Companies Act, 2013, Shri R.P.Soni being Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Also, as per the provisions of Companies Act, 2013, it is proposed to appoint Shri Achintya Karati, Shri Ramawatar Jaju and Shri T.K.Mukhopadhyay as Independent Directors of the Company for a consecutive term of five years from the date of ensuing Annual General Meeting.

In accordance with the provisions of Articles of Association of the Company and section 196, 197 and 203 of the Companies Act, 2013, it is proposed to re-appoint Shri S.N.Modani as Managing Director of the Company for a period of 5 years effective from 1st October, 2014. The present tenure of Shri S.N.Modani, Managing Director is expiring on 30th September, 2014.

Brief resumes of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorship and/or Membership/ Chairmanship of Committees of the Board (excluding Private Limited Company, Non Profit making companies and Foreign Companies) are being given in the explanatory statement of the notice of ensuing AGM annexed and forms part of this Report. Based on the confirmations received, none of the Directors are disqualified for appointment under section 164(2) of the Companies Act, 2013.

The company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

SUBSIDIARY COMPANY

The company has no subsidiary company.

AUDITORS

M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General meeting.

AUDITORS'' REPORT

As regards Auditors observations, the relevant notes on account are self explanatory and therefore, do not call for any further comments.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Annexed reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges form part of this Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended on March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgments, and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The directors have prepared the annual accounts of the company for the year ended on March 31, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure I to the Directors'' Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-II alongwith Form A and Form B.

HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS

The Company continues to focus on training its employees on a continuing basis, both on the job and through training programs. Relations with the staff members and the workmen continued to be cordial and satisfactory during the year under consideration.

COST AUDITORS

In accordance with the directive of the Central Government and pursuant to Section 148 of the Companies Act, 2013, M/s. K. G. Goyal & Co., Jaipur, Cost Accountants and M/s V.K.Goyal & Co., Bhilwara, Cost Accountants, have been appointed as Cost Auditors to audit the cost accounting records relating to Company''s units as allotted to them respectively for the financial year 2014-15, subject to the applicability of Cost Audit on the Company in terms of rules framed in this regard by the Ministry of Corporate Affairs.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board of Directors For Sangam (India) Limited

R. P Soni Chairman

Place : Bhilwara Dated : 30th April, 2014


Mar 31, 2012

Dear Shareholders,

The Board of Directors present the 26th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Crore)

March 31, 2012 March 31, 2011

Net Turnover 1417.22 1171.52

Profit before Tax & Depreciation 93.86 147.29

Depreciation 67.85 64.00

Provision for Doubtful Debts/Advances 0.30 0.30

Profit before Tax 26.01 83.29

Tax Expense - Current Tax 6.94 11.62

- Deferred Tax 1.77 15.08

Profit after Tax 17.08 56.59

Brought forward Profit 56.73 37.01

Proposed Dividend 3.94 5.91

Tax on Dividend 0.64 0.96

Transfer to General Reserve 10.00 30.00

Carried to Balance Sheet 59.23 56.73

OPERATIONAL RESULTS

Your company's performance during the financial year can be considered satisfactory despite adverse market conditions. Turnover increased from Rs. 1171.52 crore to Rs.1417.22 crore, Net Profit down to Rs. 17.08 crore compared Rs. 56.59 crore in the previous financial year ended 31 March 2011. Exports have increased from Rs. 249.21 crore in last year to Rs. 303.60 crore for the year under report on FOB vaule basis.

DIVIDEND

In view of the better overall performance, your directors are pleased to recommend for your approval, dividend of 10% on 3,94,21,559 equity shares for the financial year 2011-12 aggregating to Rs. 3.94 crore, which is subject to approval at the forthcoming Annual General Meeting. The company would also pay corporate tax on dividend and dividend would be tax free in the hands of the shareholders.

EXPANSION AND DIVERSIFICATION

Execution of Capex plan of Rs. 180 Crore as reported last year has almost been completed and the effect of new capacities of denim fabric and open end spinning will be fully reflected in the current year.

PUBLIC DEPOSITS

The company has not accepted any deposits from the general public within the meaning of Section 58 A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Tapan Kumar Mukhopadhyay, Director of the Company retire by rotation and being eligible offer himself for re-appointment at the ensuing annual general meeting.

SUBSIDIARY COMPANY

The company has no subsidiary company.

PERSONNEL

The details of employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-12 are enclosed as per Annexure-I.

AUDITORS

M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT

As regards Auditors observations, the relevant notes on account are self explanatory and therefore, do not call for any further comments.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Annexed reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges form part of this Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended on March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgments, and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the Profit of the Company for the year ended on that date;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The directors have prepared the annual accounts of the company for the year ended on March 31, 2012 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-II.

HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS

The Company continues to focus on training its employees on a continuing basis, both on the job and through training programs. Relations with the staff members and the workmen continued to be cordial and satisfactory during the year under consideration.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board of Directors

For Sangam (India) Limited

R. P Soni

Chairman

Place : Bhilwara

Dated : May 18, 2012


Mar 31, 2011

Dear Shareholders,

The Board of Directors present the Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in crore)

March 31, March 31, 2011 2010

Net Turnover 1171.52 852.25

Profit before Tax & Depreciation 147.59 89.61

Depreciation 64.00 63.07

Provision for Doubtful Debts/Advances 0.30 0.30

Profit before Tax 83.29 26.24

Tax Expense - Current Tax 11.62 0.03

- Deferred Tax 15.08 9.05

Profit after Tax 56.59 17.15

Brought forward Profit 37.01 34.45

Proposed Dividend 5.91 3.94

Tax on Dividend 0.96 0.65

Transfer to General Reserve 30.00 10.00

Carried to Balance Sheet 56.73 37.01

OPERATIONAL RESULTS

Your company's performance witnessed significant improvement during the financial year. Turnover increased from Rs. 852.25 crore to Rs. 1171.52 crore, Net Profit grew to Rs. 56.59 crore compared Rs. 17.15 crore in the previous financial year ended 31 March 2010. Exports have increased from Rs. 189.65 crore to Rs. 249.21 crore on FOB vaule basis.

DIVIDEND

In view of the better overall performance, your directors are pleased to recommend for your approval, dividend of 15% on 3,94,21,559 equity shares for the financial year 2010-2011 aggregating to Rs. 5.91 crore, which is subject to approval at the forthcoming Annual General Meeting. The company would also pay corporate tax on dividend and dividend would be tax free in the hands of the shareholders.

EXPANSION AND DIVERSIFICATION

The Company is executing a capex plan of Rs. 180 crore in which the denim fabric capacity is being doubled. Apart from increasing the Open Ended Yarn capacity for captive consumption in manufacture of den- im fabric. The company is also adding 7296 spindles, 6 Nos. Knitting Machines and 3 Nos. Texturising Machines. The capex is being funded by Rupee Term Loans ofRs. 135 crore and balance from internal accruals.

PUBLIC DEPOSITS

The company has not accepted any deposits from the general public within the meaning of Section 58 A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Ramavatar Jaju, Director of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

During the year ICICI Venture Funds Management Company Limited (I-Venture) has withdraw the nomination of Shri Sunay Mathure w.e.f June 01, 2010. There after I-Venture nominated Shri K.S. Jangbahadur as a Director of the Company w.e.f. July 20, 2010. His nomination was withdrawn by I-Venture w.e.f. November 25, 2010. The Board places on record its appreciation for the valuable services rendered by Shri Sunay Mathure and Shri K.S. Jangbahadur during their tenure as Director of the Company.

The Company has appointed Dr. T.K. Mukhopadhyay as an Additional Director w.e.f. February 07 2011.

SUBSIDIARY COMPANY

The company has no subsidiary company.

PERSONNEL

The details of employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2010-11 are enclosed as per Annexure-I.

AUDITORS

M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT

As regards Auditors observations at para 4(f) of their report, the audit of accounts of Company's Joint Venture Company M/s Keti Sangam Infra- structure (India) Ltd. was not completed at relevant point of time, hence the company incorporated their unaudited figures for the year ended 31st March, 2011 in note no. 12 (iii) of the notes to accounts. There is no material impact due to same on company's financials.

The relevant notes on account are self explanatory and therefore, do not call for any further comments.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Cor- porate Governance and adheres to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the pre- scribed requirements. Annexed reports on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges form part of this An- nual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Compa- nies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended on March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material depar- tures;

2. The directors have selected such accounting policies and applied them consistently and made judgments, and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

3. The directors have taken proper and sufficient care for the main- tenance 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; and

4. The directors have prepared the annual accounts of the company for the year ended on March 31, 2011 on a 'going concern' basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under The Com- panies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-II.

HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS

The Company continues to focus on training its employees on a con- tinuing basis, both on the job and through training programs. Relations with the staff members and the workmen continued to be cordial and satisfactory during the year under consideration.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the assis- tance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their con- tinued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board of Directors

For Sangam (India) Limited

Place : Bhilwara R. P Soni

Dated : April 27, 2011 Chairman










Mar 31, 2010

The Board of Directors present the Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31 st March, 2010.

Financial Results

(Rs. In Crores)

This Year Previous Year

Net Turnover 852.25 748.27

Profit before Tax & Depreciation 89.61 26.99

Depreciation 63.07 59.05

Provision for Doubtful Debts/Advances 0.30 0.10

Profit before Tax 26.24 (32.16)

Tax Expense - Current Tax (including FBT) 0.03 0.18

-Deferred Tax 9.05 (16.36)

Profit after Tax 17.15 (15.98)

Brought forward Profit 34.45 50.43

Proposed Dividend 3.94 -

Tax on Dividend 0.65 -

Transfer to General Reserve 10.00 -

Carried to Balance Sheet 37.01 34.45

Operational Results

Your companys performance has vastly improved during the financial year. Turnover was higher from Rs. 748.27 Crores to Rs. 852.25 Crores, Net Profit is higher at Rs. 17.15 Crore in comparison of last year loss of Rs. 1 5.98 Crore. The exports have increased from Rs. 174.67 Crores to Rs. 1 89.65 Crores on FOB vaule basis.

Dividend

In view of the better overall performance, your directors are pleased to recommend for your approval, dividend of 10% on 3,94,21,559 equity shares for the financial year 2009-2010 aggregating to Rs. 3.94 Crores which is subject to approval at the forthcoming Annual General Meeting. The company would also pay corporate tax on dividend and dividend would be tax free in the hands of the shareholders.

Expansion and Modernisation

The company is executing a Capex plan of Rs. 30.70 Crores in which the denim fabric capacity is being doubled apart from modernization of process house, balancing of spinning and installation of Air Cooled Condenser in 10 MW Captive Thermal Plant. This Capex is being funded through term loan of Rs. 23.00 Crores from IDBI Bank Ltd. and balance from internal accruals.

Public Deposiis

The company has not accepted any deposits from the general public within the meaning of Section 58 A of the Companies Act, 1 956 and rules made thereunder.

Directors

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri R.P.Soni, Director of the Company retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

Subsidiary Company

The company has no subsidiary company.

Personnel

The details of employees drawing remuneration in excess of monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1 975 during the financial year 2009-10 are enclosed as per Annexure-I.

Auditors

M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General meeting and are eligible for reappointment.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Auditors Report

As regards Auditors observations, the relevant notes on account are self explanatory and therefore, do not call for any further comments.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

Annexed reports on Corporate Governance and Management discussion and analysis as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges form part of this Annual Report.

Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this report.

Directors Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1 956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgments, and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit of the Company for the year ended on that date;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and 4. The directors have prepared the annual accounts of the company for the year ended on 31st March, 2010 on a going concern basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors)

Rules, 1 988 is given in Annexure-II.

Homon Resources Management ami industrial Relations

The Company continues to focus on training its employees on a continuing basis, both on the job and through training programs. Relations with the staff members and the workmen continued to be cordial and satisfactory during the year under consideration.

Acknowledgement

The Board of Directors place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board of Directors

For Sangam (India) Limited



Place : Bhilwara (R.P. Soni)

Date : May 27, 2010 Chairman

 
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