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Directors Report of Sicagen India Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 11th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31st March 2015 is summarized below: (Rs.in Lakhs) Year ended Year ended Particulars 31st March 2015 31st March 2014

Revenue from operations 61184 67639

Other Income 1387 2497

Total Revenue 62571 70136

Profit before Finance Cost, Depreciation and Tax 1675 3037

Less: Finance Cost 689 928

Less: Depreciation 403 391

Profit before Tax 583 1718

Less: Provision for Tax 67 (9)

Profit after Tax 516 1727

Add: Exceptional Items (net of tax) (213) (641)

Profit after Tax & Exceptional items 303 1086

Add: Balance in Profit and Loss Account 5106 4388

Amount available for Appropriations 5409 5474 Appropriations

General Reserve -- --

Dividend on Equity shares 238 317

Tax on Dividend 48 51

Balance carried to the Balance Sheet 5123 5106

Earnings per share (EPS) in 0.77 2.74

REVIEW OF OPERATIONS

During the year under review the Company's total turnover was Rs. 62,571.40 Lakhs when compared to Rs. 70,136.21 Lakhs in 2013-14. Profit before tax was Rs. 583.80 lakhs as against Rs.1717.65 Lakhs in the previous year.

Building Materials

During the year, this division has achieved a total turnover of Rs. 41,786.10 Lakhs and earned a net profit of Rs.80.47 Lakhs against Rs. 37,000.56 Lakhs and Rs. 279.65 Lakhs respectively in 2013-14. This division improved sales revenue in 2014-15 considerably by 12.9% although recessionary trends prevailed in all commercial/industrial sectors and continued pressure on selling price including steel and construction related industries due to economic slowdown in 2014-15. The Company is planning to expand the business operation further beyond the existing range by catering to a wide customer base and increasing various product portfolios. As a result, the Company, during the year 2014-15, has entered into a new dealership arrangement with DANUBE for marketing the international standard sanitary products & CP fittings and opened new showrooms for distribution of DANUBE products at Eranakulam, Kerala and Chennai, Tamil Nadu.

Commercial Vehicles

The total turnover of this division was Rs. 12,630.39 Lakhs for the year 2014-15 as against Rs.24,642.23 Lakhs in the previous year. During the year under review, this division has posted a net loss of Rs. 92.62 Lakhs as compared to net profit of Rs. 332.62 Lakhs in the previous year.

A steep decline in sales of commercial vehicles was due to various factors such as economic slowdown, lower demand, increase in competition, interest rates etc, as a result of which the performance of this division has significantly affected for the past two years. Moreover, the operational expenditure for running commercial vehicles division especially maintenance of showrooms and service stations are high due to increase in both administrative as well as interest costs, which could not sustain the adequate profit margin. Under the current scenario and tough market condition during 2014-15, the Company, as part of re-structuring and re-organizing of trading and manufacturing activities and to facilitate the future growth of business, has discontinued its commercial vehicle operation, surrendered the trade license and decided not to renew the dealership agreement with Tata Motors Ltd, as it was not yielding expected return on investments.

Governor Services

The division continued to perform well and the revenue of the division during the year under review was Rs.2710.37 Lakhs as compared to Rs. 2478.88 Lakhs in the previous year and the net profit was Rs. 439.27 Lakhs when compared to Rs. 423.20 Lakhs in the previous year. During the year, this division has executed two major Retrofit orders under Micronet platform for Rashtriya Chemical & Fertilizers and GMR Energy. This division has also signed as authorized distributor for SIEMENS for handling their large Motor drives including HT in Tamilnadu in the year 2014-15.

Speciality Chemicals

The Company's Speciality Chemicals division has posted a total turnover of Rs. 486.08 Lakhs and earned a net profit of Rs. 137.71 Lakhs this year as compared to Rs. 345.53 Lakhs and Rs. 74.23 Lakhs respectively in 2013-14. During the year, this division has bagged new contracts valuing Rs. 53.58 Lakhs from power generation corporations such as NLC, APGENCO for supply of CWT (Cooling Water Treatment) chemicals and boiler chemicals. A contract for supply of CWT to ONGC was completed and new orders were also obtained during the year 2014-15. This division has produced and sold 321.45 MT of CWT chemicals valuing Rs. 468.43 Lakhs this year which represents 68% increase in sales of CWT as compared to previous year.

Drums

During the year, the drums manufacturing division has posted a total turnover of Rs. 3638.67 Lakhs as compared to Rs.3097.06 Lakhs in 2013-14. The net profit of this division was Rs.89.11 Lakhs as against Rs. 237.10 Lakhs in the previous year. The decline in profit was due to reduction in selling price on tough competition. This division has executed a total sales volume of 2,82,412 barrels during 2014-15 as compared to 2,31,309 barrels in 2013-14. This division has bagged new orders from Kothari Petrochemicals, Tectyl Oil India, Jain irrigation and BPCL.

Boat Building

This division has not posted any operational income during

the year 2014-15 due to lack of new orders for boat building from BEML. There is a delay in receipt of new orders from Indian Army. This division expects new orders from BEML in the ensuing financial years for which discussions with the customers are going on to bag the contract.

DIVIDEND

Your directors have recommended a dividend of Re.0.60 per equity share (6% on equity capital of the Company) for the financial year 2014-15. Total dividend is Rs. 237.43 Lakhs and dividend distribution tax of Rs.48 lakhs. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

Disclosures under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.

1. Extract of Annual Return

The details forming part of the extract of the Annual Return is enclosed in Annexure-I.

2. Number of Board Meetings

The Board of Directors met 6 (six) times in the year 2014-15. The details of the Board meetings and the attendance of the Directors are given in the corporate governance report.

3. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors report that :

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit & loss account of the Company for year ended on that date.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. Statement on declaration given by Independent Directors

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Clause 49 of the Listing agreement. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section(6) of the Act.

5. Remuneration Policy

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management employees including criteria for determining qualification, positive attributes and independence of Directors. The Company has framed a new employee manual and policy which primarily focuses on all the employees of management and non-management cadre to provide a competitive and attractive remuneration and to retain, protect and

develop competent personnel. The pay package shall be based on the roles and responsibilities and shall consist in addition to the fixed remuneration motivating payments like performance pay, leave travel allowance, education allowance, special allowance, medical reimbursement, personal accident Insurance etc. The remuneration payable to Executive Directors and sitting fee payable to Non-Executive Directors shall be decided by the Board from time to time and it shall be subject to the provisions of Companies Act, 2013.

6. Explanation of Board on qualification of statutory auditors & secretarial auditor, if any

During the year ended 31st March 2015, there is no qualification, reservation or adverse remark made by the statutory auditor and by the practicing Company secretary in their respective reports.

7. Particulars of loans, guarantees or investments given or made by the Company

During the year 2014-15, the Company has not given any loan to any person/other body corporate or given any guarantee or provided security in connection with a loan to any person/body corporate or made any investments in other body corporate.

8. Related Party Transactions

The related party transactions entered into with related parties are on arm's length basis and are in compliance with the applicable provisions of the Companies Act and the listing agreement. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc which may have potential conflict of interest of the Company at large.

The related party transactions are placed before the Audit committee and the Board specifying the nature, value and terms and conditions of the transactions. In principal approval is obtained for the transactions which are foreseen and repetitive in nature.

9. Amount transferred or proposed to transfer to any reserves

The Company has not transferred or proposed to transfer any amount to any reserves as there is no necessity to transfer such amount as required under the Companies Act, 2013.

10. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year 31st March 2015 and the date of this report.

11. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars required under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure II, which forms part of this Report.

12. Risk Management Committee

The Company has constituted a Risk Management Committee which comprises of two Directors, finance head and operation heads as members for implementing, monitoring and reviewing of risk management plan periodically. The Committee constituted by the Company has been delegated with powers to oversee the risk management process, risk identification, effective implementation of mitigation plan and risk reporting.

13. Composition of Audit Committee

The Board has constituted an Independent Audit Committee which comprises of Mr.B.Narendran, as Chairman and Mr.Sunil Deshmukh, Mr.Harish Chandra Chawla, Mrs.Sashikala Srikanth and Mr.Devidas Mali as members. More details on the Audit Committee are given in the corporate governance report.

14. Evaluation of Board

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Clause 49 of the Listing agreement, the Independent Directors of the Company without the attendance of Non- Independent Directors and members of management met on 24.03.2015 and reviewed the performance of non- independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson.

The evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, competencies, duties and responsibilities, attendance, valuable contribution given to the best of Company's progress etc.

15. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has to spend at least 2% of last three years of its average net profit for carrying out necessary CSR activities as referred under Schedule VII of the Act. The Company has constituted a CSR Committee and framed a policy for implementation of CSR initiatives, which has been posted on the Company's website.

During the year, the Company has donated a new TATA Winger vehicle to Lions Club, SPIC Nagar, Tuticorin to enable them to carry out mobile heath service in rural areas. The Company is also in the process of forming a new Company under Section 8 of the Companies Act, 2013 by participating with other likeminded persons/ companies to carry out necessary CSR activities in the ensuing years. A report on CSR activities forming part of this report is attached herewith as separate Annexure III.

16. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 1956 read with the Rule 7 of the

Companies (Meetings of Board and its powers) Rules, 2014 and Clasue 49 of the Listing agreement, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. In order to avoid fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board, which has been posted on the Company's website.

17. Internal Complaints Committee

The Company has constituted an Internal Complaints Committee to prevent and prohibit from any sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee constituted by the Board has laid down a policy under the aforesaid Act and acts in accordance with the terms of reference framed therewith.

18. The particulars required under Section 197(12) read with Rule 5(1),(2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

The particulars required under Section 197(12) read with Rule 5(1),(2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV & V, which form part of this Report.

19. Corporate Governance Report

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

20. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

21. Directors

Mr.Dhananjay N Mungale resigned from the Board on 11.08.2014. The Board appreciated the valuable advice and guidance given by Mr.Dhananjay N Mungale during his tenure as Director.

Mr.Sunil Deshmukh, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-election.

At the Board meeting held on 11.08.2014, Mrs.Sashikala Srikanth was appointed as Independent Director. As per the provisions of Sec.149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, she will hold office for a period of 5 years w.e.f 11.08.2014 and shall not retire by rotation as the relevant provisions of Section 152 of the said Act are not applicable.

The aforesaid Independent Director has given declaration to the Company as required under Section 149(7) of the Companies Act, 2013. A brief profile of Mrs.Sashikala Srikanth is given in the notice to the shareholders. Pursuant to the provisions of Section 150 of the said Act, the appointment of above director shall be placed for approval of shareholders at the ensuing Annual General Meeting as required under Section 150 of the said Act.

22. Auditors

a) Statutory Auditors

At the 10th AGM, M/s.CNGSN & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 3 years and they will hold office until the conclusion of 13th AGM as per Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014. The Board of Directors, based on the recommendation of Audit Committee, have appointed and fixed the remuneration payable to the aforesaid statutory auditors for the financial year 2015-16. Pursuant to the provisions of above referred Section, the said appointment shall be subject to ratification of the shareholders at the ensuing Annual General Meeting.

The aforesaid auditors have consented to act as statutory auditors and issued a confirmation certifying their eligibility as required under Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014.

b) Cost Auditor and Cost Audit Report

The Company appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2014-15 to carry out necessary cost audit in respect of manufacturing activities of the Company such as speciality chemicals, drums, governor services etc. Although the appointment of Cost Auditor for the financial year 2014-15 is not applicable, the Company continued to utilize his service to carry out necessary cost audit as part of implementation of good corporate governance.

Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee appointed MrJ.Karthikeyan, Cost accountant, as Cost Auditor of the Company for the financial year 2015-16 and recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

c) Secretarial Auditor

The Company has appointed Mr.R.Kannan, Practicing Company Secretary to carry out necessary secretarial audit as required under Section 204 of the Companies Act, 2013. The report of the secretarial auditor is annexed to this report as Annexure VI.

d) Internal Auditor

M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai were appointed as Internal Auditors for a period of 2 years w.e.f 01.06.2013 to conduct necessary internal audit of the functions and activities of the Company. In order to comply with provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014, the Company continued to utilize the service of the Internal Auditors for which the Board

has approved for renewal of appointment for the further period of 1 year with effect from 01.07.2015.

23. Internal Control System

A strong internal control system is formulated in the Company to ensure reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with policies, procedures, rules and regulations safeguarding of assets and economical and efficient use of resources.

The internal auditors appointed by the Company continuously monitor the effectiveness of internal controls. The scope of internal audit activity is well defined in the letter of appointment of internal auditors. The audit committee met regularly and reviewed the reports of internal audit submitted by the internal auditor.

24. Fixed Deposit

The Company has not invited or accepted any deposits during the year.

25. Dematerialization of Equity Shares

As at 31st March 2015, 3,81,53,626 equity shares representing 96.42% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

26. Subsidiary & Associate Companies

In terms of general permission granted by the Central

Government earlier, vide its circular dated 08.02.2011 and also pursuant to Section 136 of the Companies Act, 2013 which has given exemption from attaching the annual reports of subsidiary Company along with the annual report of the Company, the copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of M/s.South India House Estates & Properties Ltd, M/s.Wilson Cables Private Ltd (Subsidiary Companies) and M/s.Edac Automation Ltd (Associate Company) are not attached with this annual report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of Subsidiaries Companies and Associate Company (in Form AOC-1) is attached to the Financial Statement.

The Company shall make available the annual accounts of the aforesaid subsidiary Companies to the shareholders of the Company upon their request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/ Corporate office of the Company.

27. Consolidated Financial Statements

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India and Clause 32 of the Listing Agreement, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors' report for the financial year ended 31st March 2015 are attached with this annual report.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Company's Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board Place: Chennai Ashwin C Muthiah Date: 31.07. 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 10th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2014.

PERFORMANCE OF THE COMPANY

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31st March 2014 is summarized below:

(Rs. in Lakhs) Year ended Year ended 31st March 2014 31st March 2013

Revenue from operations 67639 88148

Other Income 2497 802

Total Revenue 70136 89220

Profit before Finance Cost, 3037 3562 Depreciation and Tax

Less: Finance Cost 928 1091

Less: Depreciation 391 222

Profit before Tax 1718 2249

Less: Provision for Tax (9) 751

Profit after Tax 1727 1498

Add: Exceptional Items (net of tax) (641) (168)

Profit after Tax & Exceptional items 1086 1330

Add: Balance in Profit and Loss Account 4388 3518

Amount available for Appropriations 5474 4848 Appropriations

General Reserve - -

Dividend on Equity shares 317 396

Tax on Dividend 51 64

Balance carried to the Balance Sheet 5106 4388

Earnings per share (EPS) in Rs. 2.74 3.36

REVIEW OF OPERATIONS

Due to continued economic decline, slow growth in all industrial sectors and rising inflation, the overall operational performance of the Company was not as expected during the year. During the year under review, the Company has posted a total revenue of Rs.70,136 Lakhs and profit before tax of Rs.1,718 Lakhs when compared to Rs.89,220 Lakhs and Rs.2,249 Lakhs respectively in 2012-13. The overall operational performance of various divisions of the Company is given below.

Building Material

During the year, the Building Material division of the Company has posted a total turnover of Rs.37,000.56 Lakhs and earned a net profit of Rs.279.65 Lakhs as against Rs.42,792.36 Lakhs and Rs.578.57 Lakhs respectively in 2012-13. The performance of sale of building materials was down due to recessionary trends prevailed in all steel and construction related industries. Sluggish demand on construction materials and downfall in real estate business had drastically affected the division''s overall sales in 2013-14.

Commercial Vehicles

The revenue of Commercial Vehicles division for the year 2013-14 was Rs.24,642.23 Lakhs compared to Rs. 37,911.13 Lakhs and the net profit was Rs.332.62 Lakhs compared to Rs.624.12 Lakhs in previous year. During the year, the economic slowdown stretched to all types of commercial vehicles segment and hence this division too suffered on account of sluggish market condition. The sales target of mid size commercial vehicles could not be achieved in the second half of the year and this has impacted the division''s performance. This division has sold 4704 units which include all premium range of vehicles and supply of Tata buses to the Govt. of Tamilnadu continued as per the order received by the Company. This division has been awarded in recognition of being "Best dealer in Tamilnadu for Tata venture sales" in 2013-14.

Governor Services

Governor Services division has posted a total revenue of Rs.2478.88 Lakhs and earned a net profit of Rs.423.20 Lakhs compared to Rs.2,334.20 Lakhs and Rs.444.27 Lakhs respectively last year. The division has received award from RCF, Govt of India in recognition of excellent services provided to them. This division has also been awarded by NORGREN as overall best performing distributor.

Speciality Chemicals

The Company''s Speciality Chemicals division has posted a total turnover of Rs.345.44 Lakhs and earned a net profit of Rs.74.23 Lakhs this year. During the year, this division has bagged 1 year contract valuing Rs.45 Lakhs from power generation corporations for supply of cooling water treatment and boiler chemicals. This division has produced 234 MT of chemicals and supplied to various industries like fertilizers, petrochemicals, refineries etc.

Drums & Barrels

During the year, the Drums Manufacturing division has posted a total turnover of Rs.3,097.06 Lakhs and earned a net profit of Rs.236.44 Lakhs compared to Rs.3,085.96 Lakhs and Rs.203.85 Lakhs respectively in the previous year. This division has executed a total sales volume of 2,31,309 barrels in 2013-14.

Boat building

Total income of Boat Building division for the year 2013-14 is Rs.215.34 lakhs as against Rs.1,875.77 Lakhs in the previous year. During the year, this division has issued a credit note for Rs.641 Lakhs to BEML due to price escalation.

DIVIDEND

Your directors have recommended a dividend of Re.0.80 per equity share (8% on equity capital of the Company) for the financial year 2013-14. Total dividend is Rs.317 Lakhs (inclusive of dividend distribution tax of Rs.51 Lakhs). The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr.Ashwin C Muthiah and Mr.Sunil Deshmukh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves, for re-election.

Mr.B.Narendran and Brig (Retd.) Harish Chandra Chawla are acting as Independent Directors on the Board in accordance with Clause 49 of the Listing Agreement. In order to bring their appointment as independent directors under Section 149 of the Companies Act, the Board, at its meeting held on 27.05.2014, appointed them as Independent Directors and they will hold office for a period of 5 years w.e.f 27.05.2014. According to the provisions of Section 150 of the said Act, the appointment of above directors shall be placed for approval of shareholders at the ensuing Annual General Meeting.

The aforesaid Independent Directors have given declaration to the Company as required under Section 149(b) of the Companies Act, 2013.

The Independent Directors appointed under Section 149 of the Companies Act, 2013 shall not retire by rotation as the relevant provisions of Section 152 of the said Act are not applicable to them.

AUDITORS

M/s.CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014, the said auditors are eligible to hold office for a term up to 3 years. Subject to approval of shareholders at ensuing Annual General Meeting, the said auditors shall hold office for a term up to 3 years.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

As at 31st March 2014, 3,81,32,352 equity shares representing 96.36% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1) Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that :

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2014 and of the profit & loss account of the Company for year ended on that date.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) t hey have prepared the annual accounts on a going concern basis.

2) The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3) The particulars required under Sec.217(2A) of the Companies Act, 1956 the Companies (Particulars of Employees) Rules 1975 are given in Annexure II, which forms part of this Report.

SUBSIDIARIES

In terms of general permission granted by the Central Government earlier, vide its circular dated 08.02.2011, under Section 212(8) of the Company Act 1956, copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of the subsidiary companies viz., South India House Estates & Properties Ltd and Wilson Cables Private Ltd, Singapore, have not been attached with this annual report.

However, the Company shall make available the annual accounts of the aforesaid subsidiary Companies to any member of the Company upon request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary companies concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited consolidated financial statement is attached with this annual report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels throughout the Company. And we are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board Place : Chennai Ashwin C Muthiah Date : 27th May 2014 Chairman


Mar 31, 2013

The Directors are pleased to present the 9th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2013.

PERFORMANCE OF THE COMPANY FINANCIAL RESULTS

Financial performance of the Company for the year ended 31st March 2013 is summarized below:

(Rs. in Lakhs) Year ended Year ended 31st March 2013 31st March 2012

Revenue from operations 88418 93989

Other Income 802 323

Total Revenue 89220 94312

Profit before Finance Cost, Depreciation and Tax 3562 3125

Less: Finance Cost 1091 825

Less: Depreciation 222 205

Profit before Tax 2249 2095

Less: Provision for Tax 751 698

Profit after Tax 1498 1397

Add: Exceptional Items (Net of tax) (168) 554

Profit after Tax & Exceptional items 1330 1951

Add: Balance in Profit and Loss Account 3518 2127

Amount available for Appropriations 4848 4078

Appropriations

General Reserve 100

Dividend on Equity shares 396 396

Tax on Dividend 64 64

Balance carried to the Balance Sheet 4388 3518

Earnings per share (EPS) in Rs. 3.36 4.93



REVIEW OF OPERATIONS

During the year under review, the financial performance of the Company was not as expected due to general economic decline. For the current fiscal, the Company has posted operating and financial results with a total turn-over of Rs.89,220 Lakhs and a profit after tax of Rs.1,330 Lakhs when compared to Rs.94,312 Lakhs and Rs.1,951 Lakhs respectively in 2011-12.

Division wise operational performance of the Company is given below:-

Building Materials

During the year, this division has posted a total turn over of Rs.42,792.36 Lakhs and earned a net profit of Rs.578.57 Lakhs against Rs.43,118.02 Lakhs and Rs.921.47 Lakhs respectively in 2011-12. The dropdown in terms of sales and profits of this division in 2012-13 is due to recessionary trends prevailed in all commercial/ industrial sectors including steel and construction related industries in the current fiscal.

Commercial Vehicles

The revenue of commercial vehicles division for the year was Rs.37,911.13 Lakhs compared to Rs.43,460.23 Lakhs in 2011-12. The net profit was Rs.624.12 Lakhs compared to Rs.546.73 Lakhs in previous year. The dropdown in sales of commercial vehicles is due to general recessionary trends prevailed in the year 2012-13.

During the year under review, the total sales volume of this division was 7,833 units which include TATA premium range of vehicles such as Ace, HCVs, ICVs, LCVs, Super Ace etc. During the year, this division has executed an order for supply of 803 TATA buses to the Govt, of Tamilnadu.

Goodwill Governor Services

The division continued to perform well and the revenue of this division during the year under review, was remarkable. Total income of this division was Rs.2,334.20 Lakhs as against Rs.1,999.88 Lakhs in the previous year and net profit was Rs.444.27 Lakhs compared to Rs.352.70 Lakhs last year.

Goodwill Engineering Works

During the year, this division has successfully delivered 34 Motor tug launches to BEML. Total income of this division was Rs.1,875.77 Lakhs as against Rs.1,030.86 Lakhs in the previous year and net profit was Rs.783.08 Lakhs compared to Rs.337.27 Lakhs last year. This division reached its budgeted sales level.

Speciality Chemicals

The Company''s Speciality Chemicals division has performed well during the year and this division has achieved an increased total turn-over of Rs.480.72 Lakhs and earned a impressive net profit of Rs.116.28 Lakhs as against a turn-over of Rs.399.59 Lakhs and net profit of Rs.47.54 Lakhs during the previous year.

This division has bagged 1 year contract from Andhra Pradesh Power Generation Corporation Ltd for supply of CWT Chemicals and bagged order from Madras Fertilizers Ltd for supply of Boiler Chemicals during the year.

Drums & Barrels

During the year, this division has produced 2.32 Lakhs barrels and achieved a total turn-over of Rs.3,471.22 Lakhs and net income of Rs.203.85 Lakhs as compared to a total turn-over of Rs.4,208.80 Lakhs and net income of Rs.369.75 Lakhs last year.

DIVIDEND

Your directors have recommended a dividend of Rea- per equity share (10% on equity capital of the Company) for the financial year 2012-13. Total dividend is Rs.460 Lakhs (inclusive of dividend distribution tax of Rs.64 Lakhs). The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr.B.Narendran and Mr.Sunil Deshmukh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves, for re-election.

Mr.Dhananjay N Mungale was appointed as additional Director into the Board on 03.08.2012 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for re-appointment.

Mr.Ashwin C Muthiah, Brig (Retd.) Harish Chandra Chawla and Mr.Devidas Mali were appointed as additional Directors into the Board on 10.12.2012 and they shall hold office upto the date of ensuing Annual General Meeting and they are eligible for re-appointment.

Mr.Devidas Mali was appointed as COO & Whole Time Director of the Company for a period of 3 years w.e.f. 11.12.2012 and his terms of appointment shall be subject to the approval of shareholders at the ensuing Annual General Meeting.

Dr.RM.Krishnan resigned from the Board on 10.12.2012.

Mr.R.Sivagurunathan, resigned from the position of Whole Time Director and he was relieved from the services of the Company at the closure of office hours on 10.12.2012.

AUDITORS

M/s.CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

CHANGE IN CORPORATE OFFICE ADDRESS

During the year, the Company has changed its corporate office to new premises located at 4th Floor, SPIC House, No.88, Mount Road, Guindy, Chennai-600032.

DEMATERIALISATION OF EQUITY SHARES

As at 31st March 2013, 3,80,73,848 equity shares representing 96.21% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1) Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2013 and of the Profit & Loss Account of the Company for year ended on that date.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

2) The particulars required under Section 217(1 )(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3) The particulars required under Section 217(2A) of the Companies Act, 1956 the Companies (Particulars of Employees) Rules, 1975 are given in Annexure II, which forms part of this Report.

SUBSIDIARIES

In terms of general permission granted by the Central Government, vide its circular dated 08.02.2011, under Section 212(8) of the Company Act 1956, copies of Balance Sheet, Profit and Loss Account, Report of Directors & Auditors and other related information of the subsidiary Companies viz., South India House Estates & Properties Ltd and Wilson Cables Private Ltd, Singapore, have not been attached with this annual report.

However, the Company shall make available the annual accounts of the aforesaid subsidiary Companies to any member of the Company upon request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary Companies concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited Consolidated Financial Statement is attached with this annual report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Customers, Suppliers, Government Departments, Local Authorities and other Business Associates for their continued support extended to the Company.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every employee of Sicagen.

And we are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board

Place : Chennai Ashwin C Muthiah

Date :8th May 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 8th Annual Report and the Audited Accounts of the Company for the financial year ended 31 March 2012.

PERFORMANCE OF THE COMPANY FINANCIAL RESULTS

Financial performance of the Company for the year ended March 31, 2012 is summarized below:

(in Rs Lakh) Year ended Year ended 31 March 2012 31 March 2011

Revenue

Continuing Operations 90911 77565

Discontinuing Operations 3401 2072

Total Revenue 94312 79637

Profit before Finance Cost, Depreciation and Tax 3124 2476

Less: Finance Cost 825 467

Less: Depreciation 205 177

Profit before Tax 2094 1832

Less: Provision for Tax 698 590

Profit after Tax 1396 1242

Add: Exceptional Items (net of tax) 554 1204

Profit after Tax & Exceptional items 1950 2446

Add: Balance in Profit and Loss Account 2127 241

Amount available for Appropriations 4077 2687

Appropriations

General Reserve 100 100

Dividend on Equity shares 396 396

Tax on Dividend 64 64

Balance carried to the Balance Sheet 3517 2127

Earnings per share (EPS) in Rs 4.93 6.18

REVIEW OF OPERATIONS

2011 -12 was a challenging year and despite rising inflation, intense competition in the market and increase in interest rates the Company performed reasonably well, the highlights are given below:

Highest ever Turnover and Highest ever Profit after Tax.

Total Revenue increased by 18% to Rs 94312 lakhs.

Revenue Continuing Operations increased by 1 7% to Rs 90911 lakhs.

Revenue Discontinuing Operation increased by 64% to Rs 3401 lakhs.

Profit before Finance cost, depreciation and tax increased by 26% to Rs 3125 lakhs.

Profit before tax increased by 14% to Rs 2094 lakhs.

Profit after tax increased by 12% to Rs 1396 lakhs.

Profit after tax and exceptional items was Rs 1950 lakhs.

OPERATIONAL HIGHLIGHTS

First State Of Art Platinum setup in the country was opened at Ambattur, Chennai primarily catering to all types of Tata Motors SCV servicing requirements by a full range dealer.

, Achieved all time high sales of ACE both in Tanjore & Chennai - 51 50 Numbers in the TATA Motors small commercial vehicles goods category.

Successfully delivered 22 Motor Tug Launches to BEML during this year.

Obtained Boiler Tube Distributorship for Tamilnadu & Kerala from M/s Tata Steels.

Executed retrofit order for governor received from Reliance Industries Ltd valued at Rs 1.90 lakhs.

Bagged a 3 year contract from ONCC. Uran for Supply of Chemicals and servicing of cooling water treatment plant.

Obtained CRISIL BBB /Stable rating during this year.

RECLASSIFICATION OF BUSINESS OPERATIONS

During the year 2008, your Directors had decided as a part of the restructuring plan to concentrate only on key areas of interest and the non-core businesses i.e., Goodwill Governor Services, Goodwill Engineering Works, Speciality Chemicals and Goodwill Travels were classified as Discontinuing Operations.

Since then the Company's remaining non-core businesses have grown progressively and the revenue and profits from these business operations have considerably increased. The future operational feasibilities of these businesses are looking good, hence reclassification of these businesses from Discontinuing to Continuing Operations would be more beneficial to the Company.

The Board of Directors have approved reclassification of Goodwill Governor Services, Goodwill Engineering Works and Speciality Chemicals as Continuing Operations from the financial year 2012-1 3.

DIVIDEND

Your directors have recommended a dividend of Re 1 per equity share (10% on equity capital of the Company) for the financial year 2011-12. Total dividend is Rs 460 lakhs (inclusive of tax of Rs 64 lakhs). The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr B Narendran, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself, for re-election.

Mr R Narayanasamy resigned from the Board on 23.08.2011.

Mr K K Rajagopalan was appointed as additional Director into the Board on 23.08.2011 and resigned from the Board on 06.10.201 1.

Mr S Arumugam, Managing Director resigned on 23.08.2011 and he was relieved from the services of the Company effective on 06.1 0.2011.

Dr RM Krishnan, Mr R Sivagurunathan and Mr Sunil Deshmukh were appointed as additional Directors of the Company with effect from 23.08.2011, 06.10.2011 and 06.02.2012 respectively and they shall hold office up to the date of ensuing Annual General Meeting and are eligible for re-appointment.

Mr R Sivagurunathan was appointed as Whole Time Director of the Company with the designation as CEO for a period of 3 years w.e.f., 06.10.2011 and his terms of appointment shall be subject to the approval of shareholders at the ensuing Annual General Meeting.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

As at 31 March 2012, 3,80,52,935 equity shares representing 96.16% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1 Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Board of Directors report that:

a in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31 March 2012 and of the profit & loss account of the Company for year ended on that date.

c they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d they have prepared the annual accounts on a going concern basis.

2 The particulars required under Section 217(1 )(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3 As per the recent amendment made by the Central Govt, in the Companies (Particulars of Employees) Rules 1975, a statement giving particulars under Sec.21 7(2A) of the Companies Act, 1956 and required to be included in the Directors' Report is not applicable, as no employee of the Company was in the receipt of remuneration exceeding the limits prescribed therein.

SUBSIDIARIES

Wilson Cables Private Ltd, Singapore has become a wholly owned subsidiary of your Company effective from 01.04.2011 on account of acquisition of its 100% equity capital.

In terms of general permission granted by the Central Government, vide its circular dated 08.02.2011, under Section 212(8) of the Company Act 1956, copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of the subsidiary companies viz., South India House Estates & Properties Ltd and Wilson Cables Private Ltd, Singapore, have not been attached with this annual report.

However, the Company shall make available the annual accounts of the aforesaid subsidiary Companies to any member of the Company upon request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary companies concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited consolidated financial statement is attached with this annual report.

ACKNOWLEDGEMENT

Your Directors are thankful to each and every stakeholder for their faith and support in the endeavors of the Company.

The Board places on record their appreciation for the support received from its Customers, Bankers, Suppliers and all other Business Associates.

The continued dedication and commitment shown by the employees deserve special mention.

For and on behalf of the Board

B Narendran

Chairman of the Board

Place Chennai

Date 28 May 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 7th Annual Report and the Audited Accounts of the Company for the financial year ended 31 March 2011.

PERFORMANCE OF THE COMPANY

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31 March 2011 is summarized below:

(in Rs Lakh)

Year ended Year ended 31 March 2011 31 March 2010

Income 80018.87 51858.80

Profit before Interest, Depreciation and Tax 2439.08 1388.48

Less: Interest 429.70 263.31

Less: Depreciation 176.75 170.66

Profit before Tax 1832.63 954.51

Less: Provision for Tax 589.93 244.90

Profit after Tax 1242.70 709.61

Add: Exceptional Items (net of tax) 1203.66 22.80

Profit after Tax & Exceptional items 2446.36 732.41

Add: Balance in Profit and Loss Account 240.59 (491.82)

Amount available for Appropriations 2686.95 240.59 Appropriations

General Reserve 100.00 -

Dividend on Equity shares 395.72 -

Tax on Dividend 64.19 -

Balance carried to the Balance Sheet 2127.04 240.59

Earnings per share (EPS) in Rs. 6.18 1.85

REVIEW OF OPERATIONS

Highest ever Turnover and Highest ever Profit after Tax. Income increased by 54% to Rs. 80018.87 lakhs. PBDIT increased by 76% to Rs.2439.08 lakhs. Profit before tax increased by 92% to Rs.1832.63 lakhs. Profit after tax increased by 75% to Rs.1242.70 lakhs. Profit after tax and exceptional items was Rs.2446.36 lakhs.

Summary of Division-wise Operational Performance is given below:

(in Rs Lakh)

Year ended Year ended 31 March 2011 31 March 2010 Income Profit Income Profit

Building Materials 35452.85 889.84 27116.11 576.16

Commercial Vehicles 37906.81 495.56 19692.83 161.85 Goodwill Governor Services 1622.92 312.50 1115.18 196.28

Drum Manufacturing 4050.59 540.49 3338.91 533.19

Speciality Chemicals 269.94 45.34 142.42 16.89

Goodwill Engineering Works 196.27 41.04 - (33.25)

Rs. Achieved milestone sales of 7778 commercial vehicles in 2010-11. Received awards from Tata Motors at the Southern dealers conference for the best performance in Magic and ICV for Chennai and for the best debutant dealer for Tanjore. We can also proudly say that it is we who pioneered the initiative for the success of "Magic" vehicles in Chennai.

Rs. Signed Dealership MOU for TMT rebars with M/s Steel Mart India,the Indian marketing wing for M/s Arcelor Mittal.

Rs. Stockistship obtained from M/S Chettinad Cements to deal in various grades of cement in Tamilnadu & Kerala.

Rs. Entered into Distributorship Agreement with Zenith Pipes for Kerala & Tamilnadu.

Rs. Obtained Distributorship of Supreme PVC Pipes in Orissa & Goa.

Rs. Norgren has extended Distributorship for their power sector products to 6 more states in the Northern region.

DIVIDEND

Your directors have recommended a maiden dividend of Re.1/- per equity share (10% on equity capital of the Company) for the financial year 2010-11. Total dividend is Rs. 395.72 lakhs. Dividend including tax as a % of profit after tax is 37%. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr B Narendran, Director of the Company, retires by rotation at this Annual General Meeting and being eligible, offers himself, for re-election.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

As at 31 March 2011, 36855684 equity shares representing 93.14% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS' RESPONSIBILITY STATEMENT

1 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

a in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31 March 2011 and of the profit & loss account of the Company for year ended on that date.

c they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d they have prepared the annual accounts on a going concern basis.

2 The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3 As per the recent amendment made by the Central Govt. in the Companies (Particulars of employees) rules 1975, a statement giving particulars under Sec.217 (2A) of the Companies Act, 1956 and required to be included in the Directors' Report is not applicable, as no employee of the Company was in the receipt of remuneration exceeding the limits prescribed therein.

SUBSIDIARIES

In terms of general permission granted by the Central Government, vide its circular dated 08.02.2011, under

Section 212(8) of the Company Act 1956, copy of balance sheet, profit and loss account, report of Directors & Auditors and other related information of the subsidiary company viz., South India House Estates & Properties Ltd, has not been attached with this annual report. However, the Company shall make available the annual accounts of the aforesaid subsidiary Company to any member of the Company upon request. The annual accounts of the said subsidiary shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary Company concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited consolidated financial statement is attached with this annual report.

During the year, your Company has divested its investment held in SDB Cisco (India) Ltd on 09.08.2010 and as a result, SDB Cisco (India) Ltd and its subsidiary viz., Modern Protection & Investigations Ltd, ceased to be the subsidiaries of your Company with effect from 09.08.2010.

At the end of the financial year, your Company has entered into a share purchase agreement (SPA) for acquisition of 100% equity capital of M/s Wilson Cables Private Ltd (WCPL), Singapore. As per the terms of the said SPA, your Company has remitted a sum of USD 10.006 million towards the payment of purchase consideration and WCPL has become a 100% subsidiary of your Company effective from 01.04.2011.

ACKNOWLEDGEMENT

Your Directors are thankful to each and every stakeholder for their faith and support in the endeavours of the Company.

We acknowledge with deep gratitude the support received from our Customers, Bankers, Suppliers and all other Business Associates.

Your Directors also wish to express their appreciation to all the employees of the Company for their contribution and hard work and without their commitment and hard work the Company's growth and performance would not have been possible.

For and on behalf of the Board S Arumugam

Chairman of the Board

Place: Chennai Date : 27 May 2011


Mar 31, 2010

The Directors have pleasure in presenting the 6th Annual Report together with the Audited Accounts of the Company for the year ended 31 March 2010.

FINANCIAL RESULTS (in Rs Lakh)

Year ended Year ended 31 March 2010 31 March 2009

Net Income/Sales 51409.79 42147.78

Add :Other Operating Income 63.54 163.10

Less Operating Expenditure 50640.98 41692.37

Operating Profit 832.35 618.51

Add: Other Income 385.47 533.48

Less: Interest 263.31 120.30

Profit before Tax and Exceptional items 954.51 1031.69

Less: Exceptional Items (22.80) 613.53

Less: Provision for Tax 244.90 186.87

Profit after Tax & Exceptional items 732.41 231.29

Earnings per share (EPS) in Rs. 1.85 0.58

REVIEW OF OPERATIONS

The Companys Net Income/Sales in the current fiscal was Rs.51409.79 lakhs compared to Rs.42147.78 lakhs in 2008-09. Profit after tax was Rs.732.41 lakhs as against Rs.231.29 Lakhs in the previous year.

Operational performance division wise is given below:

Building Materials

Turn over for 2009-10 was Rs.27116.11 lakhs with a net profit of Rs.579.16 lakhs as against Rs.26682.59 lakhs and Rs.631.84 lakhs respectively in 2008-09. The performance was good considering the effects of the general slowdown in the economy in the first half of the current fiscal.

During this year the division has obtained Super Stockistship from M/s Tulsyan NEC Limited to market TMT rebars in the Union territory of Pondicherry & South Arcot District of Tamilnadu and Stockistship from M/s Dalmia Cements Bharat Ltd and M/s Madras Cements Ltd to deal in different grades of cement.

The division has also bagged the dealership from SAIL for four more locations namely Secunderabad, Salem, Erode and Palakkad in 2009-10.

Distributorship for Zenith Pipes in Karnataka and Distributorship for Zuari Cements in Tamilnadu was also obtained during the current fiscal.

This division was given the "Southern Star Project Team Award" by Tata Steel for 2009-10 performance.

Vehicles & Spares

Revenue for this division for the year was Rs. 19692.83 lakhs compared to Rs. 14284 lakhs in 2008-09. The profit before tax was Rs. 161.85 lakhs compared to Rs.161.82 lakhs in the previous year. The total sale of this division was 5109 numbers compared to 3202 numbers in the previous year. The division performed well despite the effects of the global downturn in the economy and paucity of funding by NBFCs during the first half of the current fiscal.

Goodwill Governor Services

Performance of this division was good and the revenue of the division during the year under review was Rs.111 5.18 lakhs compared to Rs.818.87 lakhs in the previous year and net profit was Rs.196.28 lakhs when compared to Rs.195.71 lakhs in the previous year.

One more Woodward Authorised service facility was set up at New Delhi in 2009-10.

Drums & Barrels

This division was acquired at the beginning of this year. The division manufactures drums and barrels that are used mainly for the transport of lubricant oil. hazardous and non-hazardous chemicals and pulp. This division has performed very well in the current fiscal. The division has done a sale of 280389 barrels with a turnover of Rs.3338.91 lakhs and a net profit of Rs.533.19 lakhs.

During the year, the division has bagged an order from BPCL for supply of 20 gauge plain barrels.

Speciality Chemicals

This division logged a turnover of Rs. 142.42 lakhs in 2009-10 as against a turnover of Rs.116.47 lakhs in 2008-09. Net Profit was Rs. 16.89 lakhs when compared to Rs.7.11 lakhs in the previous fiscal.

During this year the division executed its first export order to Jordan.

Goodwill Engineering Works

There are positive signs that the boat orders with BEML will be completed by the end of this year.

Discontinued Operations

Travels business was successfully hived off during the year.

DIVIDEND

With a view to conserve resources for future growth, the Board of Directors do not recommend any dividend for the year ended 31 March 2010.

DIRECTORS

S Arumugam who was appointed as Whole time Director with the designation of Director & CEO was re-designated as Managing Director with revised terms of appointment for a period of 2 years w.e.f 01.04.2010

R Narayanasamy Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible. offers himself for re-election.

AUDITORS

M/s CNCSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

3,67,87,554 equity shares representing 92.96% of the paid-up share capital of the Company has been dematerialized as on 31 March 2010. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion &. Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1 Pursuant to Section 21 7(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed that:

a in the preparation of the Annual Accounts for the year ended 31 March 2010, the applicable accounting standards have been followed. b that such accounting policies have been selected and applied consistently and have made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31 March 2010 and of the profit & loss account of the Company for year ended on that date. c that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d that the annual accounts for the year ended 31 March 2010 has been prepared on a going concern basis.

2 The particulars required under Section 21 7(1) (e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3 The particulars required under Section 21 7(2A) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure II, which forms part of this Report.

SUBSIDIARIES

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section212 of the Companies Act, 1956, shall not apply to the Company. Accordingly the Balance Sheet, Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies shall also be kept available for inspection at the Registered/Corporate Office of the company and that of the subsidiary companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions laid down in Accounting Standard 21 of Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are provided in the Annual report.

However as per the provisions of the above standard the Company has not taken into account the financial statement of its Subsidiary SDB Cisco (India) Ltd and its subsidiary Modern Protection & Investigations Ltd for consolidation as the relevant investment is held with an intention to sell/transfer or dispose of in the near future.

ACKNOWLEDGEMENT

On behalf of the Directors I wish to place on record our deep gratitude to our Shareholders, Customers, Bankers, Suppliers and all other Business Associates for the excellent support received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of ail the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board Place Chennai S Arumugam

Date 29 May 2010 Chairman of the Board



 
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