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Directors Report of SIP Industries Ltd.

Sep 30, 2014

Dear Members,

The Directors present their 28th Annual Report to their Shareholders together with the Audited Accounts for the year ended 30th September 2014.

FINANCIAL RESULTS:

The financial year ended 30th September 2014 resulted in a Net Loss of Rs. 47.94 lakhs as against the Net Loss of Rs. 56.19 lakhs during the previous year.

2013-2014 2012-2013

(Rs. in lakhs)

Profit/(Loss) before Depreciation, (21.78) (29.86) Interest and Tax

Depreciation 26.13 26.32

Interest 0.03 0.01

Profit/(Loss) before taxation (47.94) (56.19)

Provision for Taxation NIL NIL

Net Profit/(Loss) after Tax (47.94) (56.19)

Balance brought forward (377.47) (321.28)

(425.41) (377.47)

Balance carried to Balance Sheet (425.41) (377.47)

DIVIDEND:

In the absence of profit during the year, your Directors express their inability to recommend any dividend for the year

PERFORMANCE AND PROSPECTS:

Prevailing market conditions is a cause of concern in the disposal of the assets of Floriculture. The management is confident of disposing of the assets for reasonable price in the near future.

DIRECTORS:

There is no change in the Constitution of the Board.

Mr. T M Srinivasan retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

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

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 or 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

M/s P.B. Vijayaraghavan & Company, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

EMPLOYEE PARTICULARS:

None of the personnel in the Company was in receipt of remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended during the year under review.

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

The Company has no activity relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Certificate of the compliance from the Auditors is included as part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors thank the Bankers for their continued support to the Company.

The Directors also wish to place on record their appreciation for the hard work put in by the employees at all levels.

By Order of the Board CHENNAI K .C. RAGHUNATHAN 30.01.2015 Chairman & Managing Director


Sep 30, 2013

The Directors present their 27* Annual Report to their Shareholders together with the Audited Accounts for the year ended 30,h September 2013.

FINANCIAL RESULTS:

The financial year ended 30th September 2013 resulted in a Net Loss of Rs. 56.17 lakhs as against the Net Loss of Rs. 63.47 lakhs during the previous year.

2012-2013 2011-2012 (Rs.in lakhs)

Profit/(Loss) before Depreciation, (29.86) (36.67) Interest and Tax

Depreciation 26.32 26.80

Interest 0.01 NIL

Profit/(Loss) before taxation (56.19) (63.47)

Provision for Taxation NIL NIL

Net Profit/ (Loss) after Tax (56.19) (63.47)

Balance brought forward (321.28) (257.81)

(377.47) (321.28)

Balance carried to Balance Sheet (377.47) (321.28)

There was no production during the year and hence there is no revenue

DIVIDEND:

In the absence of profit during the year, your Directors express their inability to recommend any dividend for the year.

PERFORMANCE AND PROSPECTS:

Steps are being taken to dispose off the assets of the Company as it was found that the floriculture operation was not a viable one. In this regard members may recall that a postal ballot was conducted as per section 192A of the Companies Act, 1956, during the present year.

DIRECTORS:

There is no change in the Constitution of the Board.

Mr. D Ravi retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

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

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 or 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

M/s P.B. Vijayaraghavan & Company, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

EMPLOYEE PARTICULARS:

None of the personnel in the Company was in receipt of remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended during the year under review.

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

The Company has no activity relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Certificate of the compliance from the Auditors is included as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report, as required in terms of Clause 49 (V) (A) of the Listing Agreement.

Steps are being taken to dispose off the assets of the Company as it was found that the floriculture operation was not a viable one. In this regard members may recall that a postal ballot was conducted as per section 192A of the Companies Act, 1956, during the present year.

As per the audited accounts, the Company''s accumulated losses (Rs. 645.28) as at 30th September 2013 have exceeded 50% of its net worth .

Adequate internal control system is instituted in the Company. The Accounting records provide a true and fair view of the financial condition of the Company.

ACKNOWLEDGEMENTS:

Your Directors thank the Bankers for their continued support to the Company.

The Directors also wish to place on record their appreciation for the hard work put in by the employees at all levels.

By Order of the Board

CHENNAI K .C. RAGHUNATHAN

27.02.2014 Chairman & Managing Director


Sep 30, 2010

The Directors present their 24th Annual Report to their Shareholders together with the Audited Accounts for the year ended 30th September 2010.

FINANCIAL RESULTS:

The financial year ended 30th September 2010 resulted in a Net Loss of Rs 4.70 lakhs as against the Net Loss of Rs 3.62 lakhs during the previous year.

2009-2010 2008-2009

(Rs. in lakhs)

Profit(Loss) before Depreciation,

Interest and Tax 22.74 24.40

Depreciation 27.44 27.84

Interest NIL NIL

Profif(Loss) before taxation (4.70) (3.45)

Provision for Taxation NIL (0.17)

Net Profit(Loss) after Tax (4.70) (3.62)

Balance brought forward (381.71) (387.50)

(386.41) (391.12)

Reversal of Prior period excess

Interest Payable NIL 3.11

Transfer from General Reserve NIL 6.30

Balance carried to Balance Sheet (386.41) (381.71)

DIVIDEND:

In the absence of profit during the year, your Directors express their inability to recommend any dividend for the year.

PERFORMANCE AND PROSPECTS:

During the year under review, the Companys Floriculture Unit in Berikai, Krishnagiri Dist., Tamil Nadu has recorded a turnover of Rs 118.01 lakhs as against Rs 103.19 lakhs in the previous year.

You may be happy to note that the Company has managed to achieve slightly higher turnover in the Floriculture Unit than the previous year and a cash profit of Rs 25.97 lakhs (against Rs 24.23 lakhs in the previous year). Efforts are being taken to further improve the performance.

As per the audited accounts, the Companys accumulated losses ( Rs 386.41 lakhs) as at 30th September 2010 have exceeded 50% of its net worth ( Rs 735.74 lakhs).

DIRECTORS:

There is no change in the Constitution of the Board.

Mr. D Ravi retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

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

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 or 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annuai accounts on a going concern basis .

AUDITORS:

M/s P.B. Vijayaraghavan & Company, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

EMPLOYEE PARTICULARS:

None of the personnel in the Company was in receipt of remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended during the year under review.

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

The Company has no activity relating to conservation of energy or technology absorption.

There is no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Certificate of the compliance from the Auditors is included as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion & Analysis Report, as required in terms of Clause 49 (V) (A) of the Listing Agreement:

During the year under review, the Companys Floriculture Unit in Berikai, Krishnagiri Dist., Tamil Nadu has recorded a turnover of Rs 118.01 lakhs as against Rs 103.19 lakhs in the previous year.

The Company has managed to achieve slightly higher turnover in the Floriculture Unit than the previous year and a cash profit of Rs 25.97 lakhs (against Rs 24.23 lakhs in the previous year). Efforts are being taken to further improve the performance.

As per the audited accounts, the Companys accumulated losses ( Rs 386.41 lakhs) as at 30th September 2010 have exceeded 50% of its net worth ( Rs 735.74 lakhs).

Adequate internal control system is instituted in the Company. The Accounting records provide a true and fair view of the financial condition of the Company.

ACKNOWLEDGEMENTS:

Your Directors thank the Bankers for their continued support to the Company.

The Directors also wish to place on record their appreciation for the hard work put in by the employees at all levels.

By Order of the Board

CHENNAI K ,C. RAGHUNATHAN

22.11.2010 Chairman & Managing Director


Sep 30, 2009

The Directors present their 23rd Annual Report to their Shareholders together with the Audited Accounts for the year ended 30lh September 2009.

FINANCIAL RESULTS:

The financial year ended 30"1 September 2009 resulted in a Net Loss of Rs. 3.62 lakhs as against the Net Loss of Rs. 34.35 lakhs during the previous year.

2008-2009 2007-2008

(Rs. in lakhs)

Profit/(Loss) before Depreciation, Interest and Tax 24.40 (6.00)

Depreciation 27.84 27.86

Interest NIL NIL

Profit/(Loss) before taxation (3.45) (33.86)

Provision for Taxation (0.17) (0.49)

Net Profit/(Loss) after Tax (3.62) (34.35)

Balance brought forward (387.50) (377.70)

(391.12) (412.05)

Reversal of Prior Period excess Depreciation NIL 24.55

Reversal of Prior Period excess Interest Payable 3.11 NIL

Transfer from General Reserve 6.30 NIL

Balance carried to Balance Sheet (381.71) (387.50)

DIVIDEND

In the absence of profit during the year, your Directors express their inability to recommend any dividend for the year.

PERFORMANCE AND PROSPECTS:

During the year under review, the Companys Floriculture Unit in Berikai, Krishnagiri Dist., Tamil Nadu has recorded a turnover of Rs. 103.19 lakhs (local sale) as against Rs.52.33 lakhs (export turnover of Rs.11.15 lakhs and local sale of Rs.41.18 lakhs) in the previous year. Efforts are being taken to improve the performance. The Company has obtained the final exit order from 100% EOU status in December 2008 and henceforth there is no export obligation. Currently the Company is concentrating only on domestic sale.

As you may note from the audited accounts, the Companys accumulated losses (Rs. 381.71 lakhs) as at 30lh September 2009 have exceeded 50% of its net worth (Rs. 735.74 lakhs). However, there is a cash profit in this year.

DIRECTORS:

There is no change in the Constitution of the Board.

Mr. U Prabhakar Rao retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

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

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 or 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

M/s P.B. Vijayaraghavan & Company, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

EMPLOYEE PARTICULARS:

None of the personnel in the Company was in receipt of remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended during the year under review.

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

The Company has no activity relating to conservation of energy or technology absorption.There is no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Certificate of the compliance from the Auditors is included as part of the Annual Report.

MANAGEMENT OtSCUSSiON AND ANALYSiS:

The Management Discussion & Analysis Report, as required in terms of Clause 49 (V) (A) of the Listing Agreement:

During the year under review, the Companys Floriculture Unit in Berikai, Krishnagiri Dist., Tamil Nadu has recorded a turnover of Rs.103.19 lakhs (local sale) as against Rs.52.33 lakhs (export turnover of Rs.11.15 lakhs and local sale of Rs.41.18 lakhs) in the previous year. Efforts are being taken to improve the performance. The Company has obtained the final exit order from 100% EOU status in December 2008 and henceforth there is no export obligation. Currently the Company is concentrating only on domestic sale.

As you may note from the audited accounts, the Companys accumulated losses (Rs. 381.71 lakhs) as at 30,th September 2009 have exceeded 50% of its net worth (Rs. 735.74 lakhs). However, there is a cash profit in this year.

Adequate internal control system is instituted in the Company. The Accounting records provide a true and fair view of the financial condition of the Company.

ACKNOWLEDGEMENTS:

Your Directors thank the Bankers for their continued support to the Company.

The Directors also wish to place on record their appreciation for the hard work put in by the employees at all levels.

By Order of the Board CHENNAI K .C. RAGHUNATHAN

25.11.2009 Chairman & Managing Director