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Directors Report of Sarup Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 36th Annual Report on the Business and Operations and the accounts for the Financial Year ended 31st March, 2015 of the Company.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year figures is given hereunder:

(Fig in (Fig in Rs. Lacs) Rs. Lacs)

Year ended Year ended

March 31st March 31st 2015 2014

Sales of products and services 6958.00 5857.07

Other Income 31.89 102.13

Total Income 6989.89 5959.20

Total Expenditure other than Interest and Depreciation 6369.17 5495.49

Profit before Interest, Depreciation and Tax 620.72 463.71

Depreciation and Amortization Expenses 181.92 120.77

Profit before Interest and Tax 438.80 342.94

Finance Cost (net) 184.51 169.83

Profit before Tax 254.29 173.11

Provision for Current Tax 50.86 34.64

Provision for Deferred Tax 0 0

Net Profit 203.43 138.47

Adjustments in respect of prior years 418.86 13.85

Surplus brought forward 686.81 673.22

Profit after Tax available for appropriation 471.38 797.84

Your Directors recommend appropriation as under:

Proposed Dividend on Equity Shares 58.54 58.54

Dividend Tax on Proposed Dividend 11.69 9.50

Transfer to General Reserve : 25.00 25.00

Income Tax TDS! wealth Tax Provision -0.33 17.99

Surplus Carried Forward 376.48 686.81

Total Appropriation 471.38 797.84

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

* Revenue from operations increased by 17.05% to Rs. 69,64,73,967

* Profit before tax increased by 46.90% to Rs. 2,54,29,521

* Net profit increased by 46.91 % to Rs. 2,03,43,521

* Sales increased by 18.80% to Rs. 69,58,00,526

3. PROPOSED TRANSFER TO GENERAL RESERVES

As per section 134(3) (j) of Companies Act, 2013, the amount of Rs. 25 lacs has transferred to the General Reserve.

4. DIVIDEND

The Directors recommended dividend of Rs. .80/- i.e.18% per share on Equity shares for the year ended 31st March 2015, which will attract dividend tax of Rs. 11.69 lacs. The total payout will be Rs. 58.54 lacs.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Company has resumed the remaining Construction Work of the Mall Project at P.O. Ramdaspura, Jalandhar from February, 2015. The Company alongwith M/s. EMAAR MGF Land Limited has inked an Agreement with M/s. Shalimar Corp Limited to carry on the further development work of the Project. The Construction activities for the Completion of the said Project have now been put into operation and necessary steps have been taken to complete the said project at the earliest.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is none of the above mentioned order(s) which impacts the going concern status and company's operations in future.

7. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has adopted measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself are as follows:-

a. High competition from East European countries and other Asian countries.

b. Lack of strong presence in the global fashion market.

c. International price fluctuation.

d. Lack of warehousing support from the government.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "A" and is attached to this report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure "B" as Form MGT-9 and is attached to this Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 of Companies act, 2013 is furnished in Annexure "C" as Form AOC-2 and is attached to this report.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statement that:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

14. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review, no amount of principal or interest was outstanding as on the date of balance sheet.

15. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Meetings

The Board of Directors of the Company met 9 (nine) times during the financial year 2014-15. The details of various Board Meetings are provided in the Corporate Governance Report.

b) Changes In Directors And Key Managerial Personnel

Mr. Lajpat Sangwan was appointed as additional director in a company w.e.f. 23.12.2014 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing the candidature as an Executive Director.

During the year, following are appointed as KMPs of company:-

1. Mr. Atamjit Singh Bawa (Managing Director)

2. Mr. Ramesh Chand Sharma (Chief Financial Officer)

3. Mr. Amit Kumar (Company Secretary)*

4. Ms. Megha Gandhi (Company Secretary)**

*Mr. Amit Kumar had resigned from the post of Company Secretary-cum-Compliance Officer and KMP of a Company w.e.f. 15.06.2015.

** Ms. Megha Gandhi has appointed for the post of Company Secretary-cum- Compliance Officer and KMP of a Company w.e.f. 01.08.2015 & 13.08.2015 respectively..

c) Independent Directors

The following Independent Directors who were re-appointed as per the provisions of Companies Act, 2013, at the 35th Annual General Meeting held on 29th September 2014 for a period of 5 (five) years, till the conclusion of 40th Annual General Meeting to be held in the calendar year 2019 as under:-

* Mr. Gurcharan Singh

* Mr. Surat Singh Bajwa

* Mr. Gurendra Singh Bedi

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the above Act.

d) Details of Ratio of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12) of the Act, is given in AnneXure "D" and is attached to this Report.

e) Board Committees

The Board has constituted 4 committees which are as follows:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

f) Board Evaluation

As required under the provisions of Section 134(3)(p) and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration Committee shall carry out evaluation of Director's performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general meetings, participation constructively and actively in the meetings of the Board /Committees of the Board, etc.

i) Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied to have access for the same.

j) Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no other material 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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per Section 186 of the Companies Act, 2013, no loans, guarantees and investments made by the company during the financial year 2014-15.

17. STATUTORY AUDITORS

M/s Y.K. Sud & Co., Jalandhar, Chartered Accountants who are the Statutory Auditors of the Company hold office as Statutory Auditors until the conclusion of the 38th Annual General Meeting of the Company to be held in the calendar year 2017.

Their appointment is subject to ratification by the members at the 36th Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

18. CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors' certificate on compliance of the Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement and Management Discussion & Analysis forming part of this report are provided elsewhere in this Annual Report.

The Register of Members and Share Transfer books of the company will be closed with effect from Wednesday, 23rd September, 2015 to Tuesday, 29th September, 2015 (both days inclusive).

19. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2014-15:

(a) No. of complaints received: NIL

(b) No. of complaints disposed: NIL

20. LISTING FEES

The Company confirms that it has paid the annual listing fees for the financial year 2015-16 with its Stock Exchange(s).

21. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board of Directors of Sarup Industries Ltd

Manjit Bawa Atamjit Singh Bawa Place: Jalandhar Date: 28.08.2015 Chairperson Managing Director






Mar 31, 2014

Dear Members,

The Directors submit their Report for the financial year ended 31st March, 2014

Industry Overview

The domestic footwear market is driven by growing fashion consciousness together with increased disposable income among India''s urban middle class which contributes about 45% of overall footwear market, making India the second-largest global producer of footwear across varied segments after China. In the last 5 years, China''s imports have increased by 132.67 percent and are eating the major market size of all categories i.e. men, women and children. The imports from China have surged the most by rising about 295 percent. Imports from USA have declined but imports from all other countries have increased tremendously.

Among the top ten countries to which the Indian Footwears are being exported, exports to Belgium have registered the highest compound annual growth rate (CAGR) of 22.7 percent in the last five years whereas Italy has registered the lowest CAGR of -9.1 percent in the last five years. Due to the increasing imports from China to Italy, Indian presence has reduced in the total imports of Italy and thus has recorded a negative growth rate. The maximum exports of India are made to UK and US as they acquire the largest share in India''s total Footwear exports with 18.9 percent and 11.3 percent respectively.

There should be implementation of best practices at a firm level and at the sectoral level it should be through cluster based approach by setting up cross-industry clusters and support them through governmental interventions on infrastructure like port clearances and power, promotion of footwear industry by giving benefits at domestic as well as in exports and subsidy schemes. The future growth of the footwear industry in India will continue to be market-driven, and oriented towards EU and US markets. With technology and quality of the footwear improving year after year, Indian Footwear industry is stamping its class and expertise in the global footwear trade.

"Low cost of production, abundant availability of raw material, ever-evolving retail ecosystem, buying patterns and a huge consumption market are certain basic features that set apart the Indian footwear market. As per the report of ASSOCHAM the global footwear market which is growing at a CAGR of about five per cent, is currently estimated at about Rs.10.15 lakh crore is likely to reach Rs. 12.34 lakh crore by 2015.

PRESENT FINANCIALS & COMPANY AFFAIRS

During the Year under review your company has registered an appreciable growth in respect of turnover during the financial year 2013-14 which amounting to Rs. 5857.08 Lacs. Your Company has registered a profit before tax of Rs. 173.11 lacs.

BUSINESS OPERATIONS

Net profit increased by 66.27% to Rs. 1.38 crore in the year ended March 2014 as against Rs. 0.83 crore during the previous year ended March 2013. Sales increased by 41.44% to Rs. 58.57 crore in the year ended March 2014 as against Rs. 41.41 crore during the previous year ended March 2013.

PROPOSED TRANSFER TO RESERVES

In terms of section 217 (1) (b) of the Companies Act, 1956 for the Financial Year ending March 31,2014, the Company had transferred Rs. 25 lacs to the General Reserve.

Review of Operations

Your Company''s performance during the year as compared with that during the previous year is Summarized below: -

(Fig In RsLacs) Year ended Year ended March 31st 2014 March 31st 2013

Sales of products and services 5857.07 4140.89

Other Income 102.13 261.34

Total Income 5959.20 4402.23

Total Expenditure other than Interest and Depreciation 5495.49 3983.24

Profit before Interest, Depreciation and Tax 463.71 418.99

Depreciation and Amortization Expenses 120.77 139.48

Profit before Interest and Tax 342.94 279.51

Finance Cost (net) 169.83 175.83

Profit before Tax 173.11 103.68

Provision for Current Tax 34.64 20.74

Provision for Deferred Tax 0 0

Net Profit 138.47 82.94

Adjustments in respect of prior years 13.85 0.16

Surplus brought forward 673.22 661.82

Profit after Tax available for appropriation 797.84 744.92

Your Directors recommend appropriation as under:

Proposed Dividend on Equity Shares 58.54 48.79

Dividend Tax on Proposed Dividend 9.50 7.91

Transfer to General Reserve 25.00 15.00

Income Tax /TDS/ wealth Tax Provision 17.99 0

Surplus Carried Forward 686.81 673.22

Total Appropriation 797.84 744.92

DIVIDEND

The Directors recommended dividend of Rs. 1.80/- (18%) per share on Equity shares for the year ended 31st March 2014, which will attract dividend tax of Rs. 9.49 Lacs. The total payout will be Rs. 58.54 Lacs and tax thereon Rs. 9.49 Lacs.

STATUTORY INFORMATION

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988, is given as under which forms part of this Report.

There is no employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 and the Companies (particulars of employees) Rules, 1975.

AUDITORS

M/s Y.K. Sud & Co., Jalandhar, Chartered Accountants who are the Statutory Auditors of the Company retires at the forthcoming Annual General Meeting and is eligible for reappointment. The retiring Auditors have furnished a certificate of their eligibility for reappointment pursuant to provisions of Section 139 & 142 of the Companies Act, 2013 and have indicated their willingness to be reappointed.

DEPOSITS

Your Company has not accepted any deposits during the financial year and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

APPOINTMENT OF COST AUDITOR

Your Company does not come under the purview of Cost Records and Cost Audit under Companies Act, 2013 and rules made thereunder so far. Any amendments in the rules or law if carried out by Ministry of Corporate Affairs will be adopted in letter and spirit.

COMPLIANCE CERTIFICATE

In accordance with the requirement of the section 383A of the Companies Act, 1956, a Compliance Certificate for the financial year 2013-14 from M/s Dinesh Gupta & Co., Practicing Company Secretaries, Jalandhar has been attached.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in ANNEXURE "A" to the Directors'' Report.

MANAGEMENT DISCUSSION AND ANAYLSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is annexed as ANNEXURE "B" along with Auditors'' Certificate regarding Compliance of the Conditions of Corporate Governance is given as part of this Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from M/s Y.K. Sud & Co. Chartered Accountants, Confirming Compliance with the conditions of Corporate Governance as Stipulated under the aforesaid clause 49, is annexed hereto as ANNEXURE "C" and forms part of this Annual Report.

AUDITORS'' REPORT

The observations of the Auditors in their report are self-Explanatory and/or explained suitably in the Notes to the Accounts.

RESEARCH AND DEVELOPMENT

Footwear intended for use in multiple sporting activities represent non-trivial design challenges. Research and development facilities are available in house. Company is continuously engaged in using best efforts for developing and testing of the products manufactured at every level of production. Various factors like Gender, skill level, and environmental conditions add further requirements upon footwear designs and developing. Research activities mainly include the testing of the developed product by using various tests like bond test, color fastness, sole abrasion test and blooming test.

VOLUNTARY DELISTING OF THE COMPANY''S ORDINARY SHARES FROM CERTAIN STOCK EXCHANGES

The Company''s application for delisting of ordinary shares is pending with The Delhi Stock Exchange Ltd.

PAYMENT OF LISTING FEE

The stocks of the Company are available for trading in dematerialized shape on the stock exchanges. The equity shares of the Company are listed on Bombay Stock Exchange and that the annual fees for the year 2014-15 has been duly paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to express their deep sense of appreciation for the committed services of all the employees of the Company. They place on record their appreciation for the support and co- operation your Company has been receiving from its Bankers, Customers, Distributors, Dealers, suppliers and other business partners.

By Order of the Board For Sarup Industries Limited

Place: Jalandhar Date: 28.08.2014

Sd- Sd- Manjit Bawa Atamjit Singh Bawa Chairperson Managing Director


Mar 31, 2013

The Directors submit their Report for the financial year ended 31st March, 2013.

Industry Overview

The Leather industry is bestowed with an affluence of raw materials as India is endowed with 21% of world cattle & buffalo and 11% of world goat & sheep population. Added to this are the strengths of skilled manpower, innovative technology, increasing industry compliance to international environmental standards, and the dedicated support of the allied industries.

The Council for Leather Exports (CLE) has organized series of interaction meetings in the regions to discuss on the Mega Leather Cluster and create awareness amongst the industry and motivated the industry to take steps to establish MLC. As per information on the current status (Jan 2013), proposals are being prepared by the SPVs for establishing six Mega Leather Clusters in various parts of the country 3 in Uttar Pradesh (Ramaipur, Sandila & Agra), 1 in Haryana (Mewat), 1 in Andhra Pradesh (Tada Mandal), 1 in Tamil Nadu (Perambalur).

The Government of India has appointed CSIR-CLRI as Project Management Consultant (PMC) to assist the Department of Industrial Policy & Promotion, Government of India in all matters concerning the Mega Leather Clusters. The CLE is coordinating with SPVs, professional agencies of the SPVs, CLRI, and Department of IPP in regard to the establishment of Mega Leather Clusters.

As per the database of the DIPP, the Government of India has sanctioned total grant of Rs. 37.73 Cr during the Tenth Plan, Rs. 240.94 Cr during the Eleventh Plan, and Rs. 43.57 Cr were sanctioned till-date during the current Twelfth Plan. As such, the total investment grant of Rs. 322.24 Cr has been sanctioned to the leather industrial units under IDLS Scheme.

With the implementation of various industrial developmental programmes as well as export promotional activities; and keeping in view the past performance, and industry''s inherent strengths of skilled manpower, innovative technology, increasing industry compliance to international environmental standards, and dedicated support of the allied industries, the Indian leather industry aims to augment the production, thereby enhance export, and resultantly create additional employment opportunities for overall one million people.

Review of Operations

Your Company''s performance during the year as compared with that during the previous year is Summarized below: -

(Fig.In Rs. Lacs)

Year ended Year ended March 31st, 2013 March 31st, 2012

Sales of products and services 4140.89 5174.52

Other Income 261.34 144.29

Total Income 4402.23 5318.81

Total Expenditure other than Interest and 3983.24 4753.01

Depreciation

Profit before Interest, Depreciation and Tax 418.99 565.80

Depreciation and Amortization Expenses 139.48 156.71

Profit before Interest and Tax 279.51 409.09

Finance Cost (net) 175.83 193.28

Profit before Tax 103.68 215.81

Provision for Current Tax 20.74 35.95

Provision for Deferred Tax

Net Profit 82.94 179.86

Adjustments in respect of prior years 0.16 0.17

Surplus brought forward 661.82 588.65

Profit after Tax available for appropriation 744.92 768.68

Your Directors recommend appropriation as under :

Proposed Dividend on Equity Shares 48.79 48.79

Dividend Tax on Proposed Dividend 7.91 7.91

Transfer to General Reserve 15.00 50.00

Income Tax /TDS/ wealth Tax Provision 0 0.16

Surplus Carried Forward 673.22 661.82

Total Appropriation 744.92 768.68

PRESENT FINANCIALS & COMPANY AFFAIRS

During the Year under review your company has achieved the figures of Rs. 4140.89 Lacs in respect of sales for the year. Your Company has registered a profit before tax of Rs. 103.68 lacs.

BUSINESS OPERATIONS

In the financial year 2012-13, the Global Economy faced fresh downside risks that continue in light of renewed setbacks in the Euro area and continued risks of excessive fiscal consolidation in the United States. Current state of Indian economy makes it necessary for the government to put in place a robust and implementable plan of action for its revival. The economy has experienced a consistent fall in GDP growth, alarmingly high levels of twin deficits i.e. Current Account Deficit (CAD) and Fiscal Deficit as well as worrying volatility in the inflow of foreign investments. Though inflationary pressure has receded in the last quarter of 2012, it still remains above the target level. This along with other worrying economic indicators has put the Indian economy in a challenging pathway in the short term.

PROPOSED TRANSFER TO RESERVES

In terms of section 217 (1) (b) of the Companies Act, 1956 for the Financial Year ending March 31, 2013, the Company had transferred Rs. 15 lacs to the General Reserve.

DIVIDEND

The Directors recommended dividend of Rs. 1.50/- (15%) per share on Equity shares for the year ended 31st March 2013, which will attract dividend tax of Rs. 7.91 Lacs. The total payout will be Rs. 48.79 Lacs and tax thereon Rs. 7.91 Lacs.

STATUTORY INFORMATION

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988, is given as under which forms part of this Report.

There is no employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 and the Companies (particulars of employees) Rules, 1975.

AUDITORS

You are requested to appoint Auditors for the current year and to authorise the Board to fix their remuneration. The retiring auditors, Y.K. Sud & co., Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

DEPOSITS

Your Company has not accepted/ invited any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

APPOINTMENT OF COST AUDITOR

As per the Governments directives, the Company''s cost records for the year ended 31st March, 2012 has been audited by M/s Khushwinder Kumar & Associates, Cost Accountants (FRN. 000102) who was appointed by the Board with the approval of the Central Government.

In respect of Financial Year 2012-13 order No F No. 52/26/2010 dated 24.01.2012 your Company is not liable to Cost Audit. However the compliance of the Cost Audit records will be done and for which certification from Cost Auditor will be processed. Appointment of the Cost Auditor M/s Khushwinder Kumar & Associates, Cost Accountants (FRN. 000102) has been approved by the Board and in process of approval from Central Government as per orders dated 6th November, 2012.

COMPLIANCE CERTIFICATE

In accordance with the requirement of the section 383A of the Companies Act, 1956, a Compliance Certificate for the financial year 2012-13 from M/s Dinesh Gupta & Co., Practicing Company Secretaries, Jalandhar has been attached.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in ANNEXURE "A" to the Directors'' Report.

MANAGEMENT DISCUSSION AND ANAYLSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is annexed as ANNEXURE "B" along with Auditors'' Certificate regarding Compliance of the Conditions of Corporate Governance is given as part of this Annual Report.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Company''s compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed as ANNEXURE "C" to the Report on Corporate Governance.

AUDITORS'' REPORT

The observations of the Auditors in their report are self-Explanatory and/or explained suitably in the Notes to the Accounts.

RESEARCH AND DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company. Improvement of existing processes and the endeavor to develop new processes and technologies will be an ongoing activity. So too, will be our efforts to manufacture premium quality products from quality grade raw materials.

VOLUNTARY DELISTING OF THE COMPANY''S ORDINARY SHARES FROM CERTAIN STOCK EXCHANGES

The Company''s application for delisting of ordinary shares is pending with The Delhi Stock Exchange Association Ltd.

PAYMENT OF LISTING FEE

The stocks of the Company are available for trading in dematerialized shape on the stock exchanges. The equity shares of the Company are listed on Bombay Stock Exchange and that the annual fees for the year 2013-14 has been duly paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis. The Directors of your Company further confirm that proper systems are in place to ensure compliance of all laws applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to express their deep sense of appreciation for the committed services of all the employees of the Company. They place on record their appreciation for the support and co-operation your Company has been receiving from its Bankers, Customers, Distributors, Dealers, suppliers and other business partners.

By Order of the Board

For Samp Industries Limited

Place: Jalandhar

Date: 31.08.2013 Sd- Sd- Manjit Bawa Atamjit Singh Bawa Chairperson Managing Director


Mar 31, 2010

The Directors are pleased to present the 31st Annual Report together with the Audited Accounts for the year ended 31 st March 2010.

FINANCIAL RESULTS



Current Year Previous Year

ended 31.3.2010 ended 31.3.2009

(Fig. In Lacs)

INCOME & PROFITS

Sales & Other Income 3766.25 4262.09

Profit before Interest 303.77 376.89

Interest 99.93 99.89

Depreciation 95.68 93.82

108.16 183.18

Exceptional Item (Loss) 0.00 0.00

108.16 183.18

Profit before tax 108.16 183.18

Less: Provision for Taxation - Current (18.35) (25.15)

- Deferred (4.40) 10.99

Profit after tax 85.41 169.02

Surplus b/d 477.16 411.83

Others 0.00 0.00

Balance of P&L B/F 562.57 580.85

Proposed Dividend 39.03 39.03

Income Tax Provisions of Pr. Year

Interim Dividend

Dividend Tax on Proposed Dividend 6.63 6.63

Dividend Tax on Interim Dividend 0.00 0.00

Adjustment of advance tax 0.00 7.40

Transfer to General Reserve 30.00 50.00

Income Tax & Tds Adj/ Wealth Tax Prov. 0.29 0.63

SURPLUS CARRIED TO BALANCE SHEET 486.62 477.16

562.57 580.85

OPERATING PERFORMANCE

It is heartening to note that the company has started operation of its manufacturing unit at V. Shympura, Tahliwal HP in March 2010. With the operation of this unit, the company foresees substantial increase in turnover and profits in the year to come. The unit has been equiped with latest technology to meet the norms of international companies. The company has also established a new manufacturing unit at Agra for export of its products. The commercial production of Agra Unit has commenced in April 2010.

During the first quarter of the year, the company was hit by ongoing acute global recession and th production went down drastically. However, the company managed to get the orders in the next quarter and as such the sales of the company has recovered during the year and decreased only by 11.63% from Rs. 3766,25 Lacs during the year ended on March 31,2010 as against to Rs. 4262.09 Lacs during the year ended on March, 31,2009

Due to huge expansion there has been a huge increase in labour cost on account of deployment of new work force at new units and increase in skilled workforce at the existing units to meet the requirement of new line of business in the new units. As such the expenditure on employees has increased from Rs. 712 lacs to Rs. 834 lacs. However with the increase in turnover the labour component will come down and the profitability of the company would increase in long run. The Net Profit of the company due to the above factors have shown a decline which accounted for Rs. 108.16 lacs during the yearended on 31st March 2010 as against Rs. 183.18 Lacs in the previous year. The Earning per share as on March 31, 2010 is Rs. 2.63.

DIVIDEND

The Board of Directors have proposed a dividend at Rs. 1.20 per share (12%) for the year 2009-10. The amount of dividend and corporate dividend tax thereon will aggregate of Rs.45.66 Lacs. The dividend is tax free in the hands of shareholders.

DIRECTORS

Mrs. Manjit Bawa, Col. Gurcharan Singh and Col. Surat Singh Bajwa retire by rotation and being eligible offer themselves for reappointment.

Energy conservation has remained an area of high priority for the company. Your company uses the latest technology in the manufacturing process which is help in the saving of the consumption of the energy which will ultimately help in reducing the cost to the some extent and benefited for the customer. Your company also take steps for the awareness among the employees through training sessions regarding the energy saving.

The Auditors of the company M/s Y.K. Sud & Co., retires at the forth-coming annual general meeting and offer themselves for re-appointment. The Board commends their reappointment. The Note referred to in Auditors Report are self-explanatory and do not require any further comments.

There is no employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 and the Companies (particulars of employees) Rules, 1975. Information pursuant to Section 217(1) (e)of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure-A annexed hereto, forms part of this Report.

APPOINTMENT OF COST AUDITOR

The Board has appointed M/s Meenu & Associates as Cost Auditor for the year 2010-11 in pursuance of sections 233-B of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

In accordance with the requirement of the section 383Aof the Companies Act, 1956, a Certificate from M/s Dinesh Gupta & Co., Practicing Company Secretaries, Jalandhar have been certifying that all legal requirements, in respect of the company for the yearended 31* March 2010 have been complied with

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with Stock Exchanges, a Management Discussion andAnalysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

Directors Responsibility Statement

Pursuant to the Sec 217(2AA) of the Companies (Amendment) Act, 2000 the Director confirms that:

(i) In preparation of the Balance Sheet and the profit & Loss Account of the Company the applicable accounting standards had been followed along with proper explanation relating to material departures

(ii) The Director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

(iii) The Directors had 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 other irregularities.

(iv) the Directors had prepared the annual accounts on a "going concern basis".

The stocks of the company are available for the trading in dematerialized shape on the stock exchanges.

The equity share of the Company are listed on Bombay Stock Exchange and that the annual fees for the year 2010-2011 has been duly paid.

The Stock Exchange Phiroze Jeejeebhoy Towers Dalai Street, Mumbai -400 001

VOLUNTARY DELISTING OF THE COMPANYS ORDINARY SHARES FROM CERTAIN STOCK EXCHANGES

The companys application for delisting of ordinary shares is pending with The Delhi Stock Exchange Association Ltd.

AKNOWLEDGEMENT

The employees of the company have worked with dedication and commitment during the year and have made an excellent contribution to achieve the high level of profitability. The Board wishes to record its deep appreciation to all employees of the company. The Board also wishes to place on record their thanks to the Bankers and suppliers for the trust and confidence reposed and to the Customers for their valuable patronage.



On behalf of the Board

Place: Jalandhar Bawa Atamjit Singh Manjit Kaur

Dated: May 29 2010 Managing Director Chairperson



 
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