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Directors Report of Siyaram Silk Mills Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the 37th Annual Report along with Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs in Lacs)

2014-15 2013-14

Net Turnover and other Income 1,52,653 1,31,920

Profit before Depreciation & Tax 15,985 12,717

Less: Depreciation 4,090 2,915

Profit before Tax 11,895 9,802

Less: Provision for Taxation

Current Tax 4,278 3,130

Deferred Tax (262) 315

4,016 3,445

Profit after Tax 7,879 6,357

Add/(Less): Adjustments relating to earlier year (8) 72

7,871 6,429

Add: Surplus brought forward fromp revious year 16,156 12,604

Surplus available for appropriation 24,027 19,033

Less: Transfer to General Reserves 17,500 2,000

Adjustment relating to Fixed Assets 211 -

Proposed Dividend 937 750

Tax on Dividend 191 127

18,839 2,877

Balance Carried Forward to Balance Sheet 5,188 16,156

OPERATIONS:

During the year under review, the Total Income of your Company rose to Rs.1,52,653 Lacs from Rs.1,31,920 Lacs in the previous year, reflecting a growth of 15.72%.

The net profit after tax stood at Rs.7,879 Lacs against Rs.6,357 Lacs in the previous year, recording a growth of 23.94%. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs.10 /- (previous year Rs.8/-) per Equity Share of Rs.10/- each for the year 2014-15, with a total payout of Rs. 1,128 Lacs including Tax on Dividend as against Rs.877 Lacs including Tax on Dividend in the previous year.

SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2015 was Rs. 937.40 Lacs. During the year under review the Company has not issued shares with deferential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of the Company hold convertible instruments.

RESERVES:

The Company proposes to transfer Rs.17,500 Lacs to General Reserves.

SUBSIDIARY COMPANIES:

The Company has no subsidiaries.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2015. DIRECTORS:

Directors retiring by rotation

Shri. Gaurav P. Poddar and Shri. Ashok M. Jalan, Directors, retire by rotation and being eligible, offer themselves for re- appointment. Necessary resolution for their re-appointment is placed before the shareholders for approval. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the Annexure to the notice convening the Annual General Meeting of the Company.

Declaration from Independent Directors All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Company''s Policy on appointment and remuneration of Directors

Appointment of Independent Directors

With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination

and Remuneration Committee appointed all the existing Independent Directors viz. Shri. Harish Motiwalla, Shri. Mangesh Teli, Shri. Dileep Shinde, Shri. Pramod Jalan, Shri. Shailesh Vaidya and Shri. Ashok Garodia for a period of 5 years upto 31st July, 2019 and Shri. Tarun Kumar Govil upto 29th July, 2019, as Independent Directors under section 149 of the Companies Act, 2013, subject to approval of the shareholders. The shareholders at the 36th AGM held on 27th September, 2014, approved their appointment. Criteria for appointment of Independent Directors The Independent Directors shall be of high integrity with relevant expertise and experience with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/ Whole Time Directors

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial Department. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, governance & compliance issues, attendance, contribution at meetings, etc.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director at a separately convened meeting at which the performance of the Board as a whole was also evaluated and the performance of the Secretarial Department was also reviewed. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.

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

INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request in terms of section 136 of the Act, the Report is being sent to all the shareholders of the Company and others entitled thereto, excluding the information. The said information is available for inspection by the Members at the corporate office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -III to this report. AUDITORS:

a. Statutory Auditors.

In the last AGM held on 27th September, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 3(three) years. Resolution for the ratification, of their appointment, to hold office from the conclusion of this AGM till the conclusion of the next AGM, is placed before the members of the Company at the ensuing AGM. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Jayantilal Thakkar & Co., Chartered Accountants, that their appointment, if

made, would be in conformity with the limits specified in the said section. Members are requested to ratify their appointment as Auditors and to fix their remuneration.

Further, the Report of the Statutory Auditors forms part of the Annual Report. The observations made in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

b. Cost Auditors:

The Board of Directors at their Meeting held on 25th May, 2013 appointed M/s. Bhuta & Associates, as Cost Auditors for the financial year 2013-14, which was approved by the Central Government.

The Cost Audit Report for the financial year 2013-14 in XBRL format was submitted within due date on 19th August, 2014.

As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit Orders issued from time to time, Cost Audit was not applicable to the Company for the financial year 2014-15.

The Board of Directors, have appointed Shri. Yogesh Bhuta, Proprietor of M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for the F.Y. 2015-16. A resolution seeking members approval for the remuneration payable to them forms part of the Notice convening the AGM.

c. Secretarial Auditors.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - IV. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR) the Company has undertaken projects which are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as

Annexure - V

APPRECIATION:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors RAMESH D. PODDAR Chairman and Managing Director

Place : Mumbai Dated : 9th May, 2015.


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 36th Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results: (Rs in Lacs)

2013-141 2012-13

Net Turnover and other Income 1,31,920 1,05,982

Profit before Depreciation & Tax 12,717 10,361

Less: Depreciation 2,915 2,182

Profit before Tax 9,802 8,179

Less: Provision for Taxation

Current Tax 3,130 2,360

Deferred Tax 315 318

3,445 2,678

Profit after Tax 6,357 5,501

Add/(Less): Adjustments relating to earlier year 72 15

6,429 5,516

Add: Surplus brought forward from

previous year 12,604 8,910

Surplus available for appropriation 19,033 14,426

Less: Transfer to General Reserve 2,000 1,000

Proposed Dividend 750 703

Tax on Dividend 127 119

2,877 1,822

Balance Carried Forward to Balance Sheet 16,156 12,604

Operations:

During the year under review, the Total Income of your Company rose to Rs. 1,31,920 Lacs from Rs. 1,05,982 Lacs in the previous year, reflecting a significant growth of 24.47%. The topline growth can be attributed to strong brand image of the Company''s products, innovative product mix, introduction of new products and aggressive marketing. It is heartening to report that all our divisions have contributed to the increase in the turnover of your Company.

The net profit after tax stood at Rs. 6,357 Lacs against Rs. 5,501 Lacs in the previous year, recording a growth of 15.56%.

Re-issue of Forfeited Shares:

During the year under review, your Company has re- issued and allotted 1968 Forfeited Equity Shares of the Company of Rs. 10/- at a premium of Rs. 249.76 per share to the promoters/ promoter group on a Preferential basis in accordance with the SEBI (ICDR) Regulations, 2009 and in terms with the special resolution passed by the members of the Company at the 35th AGM held on 10th August, 2013.

Expansion:

During the year under review, the Company has installed 48 Looms and 117 Readymade Garment Machines with balancing equipments. The total capital outlay for the said expansion was Rs. 6,481 Lacs, which has been financed by way of Term Loan under the TUF Scheme of Government of India and internal accruals of the Company.

Dividend:

Your Directors are pleased to recommend a Dividend of Rs. 8/- per Equity Share of Rs. 10/- each for the year 2013-14, with a total payout of 877 Lacs including Tax on Dividend.

Management Discussion and Analysis:

Current Year Review

During the year under review, the global economic recovery that was visible in the beginning of the year strengthened as the year progressed. Much of the impetus coming mainly from advanced economies, though their recoveries remained uneven. Activity in many emerging economies has disappointed in a less favourable external environment, although they continue to contribute more than two-thirds of global growth. Even though we were far short of a full recovery.

On the domestic front, the Economic slowdown bottomed out. A spell of global financial turbulence caused capital outflows and put pressure on the exchange rate but strong policy measures stabilized the currency, rebuilt reserves and narrowed the excessive current account deficit. Weakness remains, however, and includes persistent inflation, fiscal imbalances, bottlenecks to investment and inefficiencies that require structural reforms. The political situation only compounded the difficulties.

Under this back drop, your Company''s performance can be termed as nothing short of excellent as it touched an all time high in its topline as well as bottomline.

Future Outlook

Global activity is expected to improve further in 2014-15. The dynamics imply a changing environment for emerging and developing economies as stronger growth in advanced economies implies increased demand for their exports.

Indian Economy growth is expected to improve in the coming quarters but the pace is likely to be gradual due to persistent challenges such as elevated inflation and the structural bottlenecks. Growth forecast is premised on normal monsoon, continuation of the recent reforms process, widely anticipated global recovery and good governance from a stable government. This together with improved private consumption demand will trigger a mild revival in industrial growth. Sectors such as consumer durables, automobiles and textiles will especially gain from this revival.

Your Company, with the increase in production capacities from the completion of the expansion project, its well- known brands, wide distribution network, establishing of newly introduced brands, introduction of value added products,innovative marketing and improved operational efficiency, your Company expects to perform better in the year 2014-15.

Forward Looking Statements

Statement in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include raw material availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and outside.

Internal Control System:

Your Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit monthly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.

Human Resources:

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.

Subsidiary Companies:

The Company has no subsidiary.

Directors:

Shri Shrikishan D. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholders for approval. Your Directors commend the resolution.

Shri Tarun Kumar Govil was appointed as an Additional Director and Independent Director of the Company w.e.f. 30th July, 2014 and holds office till the date of the ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 along with deposit has been received from a member proposing Shri Tarun Kumar Govil as a Director of the Company, not liable to retire by rotation. Necessary resolution has been put up in the Notice to the ensuing Annual General Meeting for his appointment as Independent Director for a term of five consecutive years w.e.f. 30th July, 2014. Your Directors commend the resolution.

Smt. Ashadevi R. Poddar was appointed as Additional and Whole Time Director designated as Executive Director of the Company w.e.f. 1st August, 2014 and holds office till the date of the ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 along with deposit has been received from a member proposing Smt. Ashadevi R. Poddar as a Director of the Company, liable to

retire by rotation. Necessary resolution has been put up in the Notice to the ensuing Annual General Meeting for her appointment as Director liable to retire by rotation and as Executive Director for five years w.e.f. 1st August, 2014. Your Directors commend the resolution.

In terms with the provisions of section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, Shri (Prof) Mangesh D. Teli, Shri Shailesh S. Vaidya, Shri Ashok N. Garodia, Shri Dileep H. Shinde, Shri Pramod S. Jalan and Shri Harish N. Motiwalla, Non Executive Directors, are appointed as Independent Directors for a period of 5(five) years w.e.f. 1st August, 2014 to 31st July, 2019, not liable to retire by rotation. Necessary resolutions for their appointment have been put up in the Notice to the ensuing Annual General Meeting. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the Annexure to the notice convening the Annual General Meeting of the Company.

Shri Brijmohan L. Sarda, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 12th May, 2014. Your Directors place on record their deep appreciation for the guidance given and services rendered by Shri Brijmohan L. Sarda as Director of the Company.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest as on 31st March, 2014.

Directors'' Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:- i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure –I to this report.

Auditors:

The Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointments. Pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder it is proposed to re- appoint M/s. Jayantilal Thakkar & Co., as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 39th AGM to be held in the year 2017, subject to annual ratification by the members at the AGM, Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

The Board of Directors at their Meeting held on 25th May, 2013 appointed M/s. Bhuta & Associates, as Cost Auditor of the Company for the financial year 2013-14, which was approved by the Central Government.

The Cost Audit Report for the financial year 2012-13 in XBRL format was submitted within due date on 6th September, 2013.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR Chairman and Managing Director

Place: Mumbai Dated: 30th July, 2014.


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 35th Annual Report along with Audited Statement of Accounts for the year ended 31s1 March, 2013.

Financial Results: Rs. in Lacs

2012-13 2011-12

Net Turnover and other Income 1,05,982 92,655

Profit before Depreciation & Tax 10,361 10,352

Less: Depreciation 2,182 2,231

Profit before Tax 8,179 8,121

Less: Provision for Taxation

Current Tax 2,360 2,550

Deferred Tax 318 (102)

2,678 2,448

Profit after Tax 5,501 5,673

Add/(Less): Adjustments relating to 15 (132) earlier year

5,516 5,541

Add: Surplus brought forward from previous year 8,910 5.186

Surplus available for appropriation 14,426 10,727

Less: Transfer to General Reserve 1,000 1,000

Proposed Dividend 703 703

Tax on Dividend 119 114

1,822 1,817

Balance Carried Forward to Balance Sheet 12,604 8,910

Operations:

During the year under review, the total Income of your Company rose to Rs. 1,05,982 Lacs from Rs.92,655 Lacs in the previous year, registering a growth of 14.38%. The net profit after tax stood at Rs.5,501 Lacs against Rs.5,673 Lacs in the previous year.

Your Company has yet again demonstrated its resilience to perform even under adverse business conditions by recording its highest ever turnover and also posting good profits. All this reflects your Company''s strong fundamentals and sustained business model.

Expansion:

Your Company''s expansion project is progressing as envisaged. During the year under review, the Company has installed 129 Looms and 101 Readymade Garment Machines with balancing equipments. The total capital expenditure for the said expansion was Rs.8,785 Lacs, which has been financed by way of Term Loan under the TUF Scheme of Government of India and internal accruals of the Company.

Dividend:

Your Directors are pleased to recommend a Dividend ofRs. 7.50 per Equity Share of Rs. 10/- each for the year 2012-13, with a total payout of Rs. 822.36 Lacs including Tax on Dividend.

Subsidiary Companies:

The Company has no subsidiaries.

Directors:

Shri Ashok M. Jalan, Shri. Ashok N. Garodia and Shri. Arvind M. Poddar, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders for approval. Your Directors commend the resolutions.

The Board has approved the re-appointment of Shri. Ramesh D. Poddar, as Chairman and Managing Director and Shri. Shrikishan D. Poddar, as Executive Director, for a further period of 5 years from 1st November, 2012 to 31st October, 2017, necessary resolution has been put up in the Notice of the ensuing Annual General Meeting for approval of the members. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2013. Directors'' Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended 31s1 March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -1 to this report.

Auditors:

The Auditors, M/s. layantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

The Board of Directors at their Meeting held on 27th July, 2012 appointed M/s. Bhuta & Associates, for the financial year 2011-12, to fill vacancy caused by the sad demise of Shri. B. L. Tholiya, Proprietor of M/s. Tholiya & Associates. The Cost Audit Report for the financial year 2011-12 in XBRL format was submitted within due date on 9th January, 2013.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities. Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Chairman and Managing Director

Place : Mumbai

Date: 25th May, 2013.


Mar 31, 2012

The Directors have pleasure in presenting the 34th Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2012.

Financial Results: Rs. in Lacs

2011-12 2010-11

Net Turnover and other Income 92655 86844

Profit before Depreciation & Tax 10352 10377

Less: Depreciation 2231 2093

Profit before Tax 8121 8284

Less: Provision for Taxation

Current Tax 2550 2660

Deferred Tax (102) (129)

2448 2531

Profit after Tax 5673 5753

Add /(Less): Adjustments relating to (132) 11 ealier year

5541 5764

Add: Surplus brought forward from previous year 5186 1185

Surplus available for appropriation 10727 6949

Less: Transfer to General Reserve 1000 1000

Proposed Dividend 703 656

Tax on Dividend 114 107

1817 1763

Balance Carried Forward to Balance Sheet 8910 5186

Operations:

During the year under review, the total Income of your Company was Rs.92655 Lacs against Rs. 86844 Lacs in the previous year, registering a growth of 6.69 %. The net profit after tax was Rs. 5541 Lacs against Rs. 5764 Lacs in the previous year.

Your Company has been able to register grow'th in its turnover against a back drop of falling demand and difficult market conditions. Rising cost of raw material and interest rates put pressure on the profitability.

Expansion:

Your Company's expansion project is progressing as envisaged. During the year your Company has installed 23 looms along with preparatory machines. The total expenditure incurred was Rs.5208 Lacs which was financed by way of Term Loan under the TUF Scheme and internal accruals.

Dividend:

Your Directors are pleased to recommend a Dividend of Rs. 7.50 per Equity Share (75%) for the year 2011-12, with a total payout of Rs. 816.93 Lacs including Tax on Dividend.

Directors:

Shri Shailesh S. Vaidya, Shri. Brijmohan L. Sarda, Shri. Pramod S. Jalan and Prof.(Dr.) Mangesh D. Teli, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders for approval. Your Directors commend the resolutions.

The Board has approved the re-appointment of Shri. Ashok M. Jalan, as Senior President cum Director for a further period of 5 year from 30th January, 2012 to 2911' January, 2017, necessary resolution has been put up in the Notice of the ensuing Annual General Meeting for approval of the members. Your Directors commend the resolution.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company. Shri. Ketan P. Gupte, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 23rd May, 2011. Your Directors place on record their appreciation of the services rendered by Shri. Keten P. Gupte during his tenure as Director of the Company.

Shri. Dharaprasad R. Poddar, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 16th May, 2012. Your Directors place on record their appreciation of the guidance given and services rendered by Shri. Dharaprasad R. Poddar during his tenure as Director of the Company. The Board in recognition of his invaluable contribution to the Company's affairs over the last 2 decades has appointed Shri Dharaprasad R. Poddar as Chairman Emeritus with effect from 18th May, 2012.

Corporate Governance:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2012. Directors' Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended 315t March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continued to be cordial.

Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in Annexure-I to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act. 1956. read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules. 1988 is given in Annexure -II to this report.

Auditors:

The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

The Board of Directors at their Board Meeting held on 25th May, 2010 appointed M/s. Tholiya & Associates as the Cost Auditors for auditing the cost accounts of the Company for the financial year 2010-11. The due dated for submission of the cost audit report was 27th September, 2011 and the actual date of submission of the report was 27th September, 2011.

Appreciation:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

RAMESH D. PODDAR

Chairman and Managing Director

Place : Mumbai

Dated: 18th May, 2012.


Mar 31, 2010

Your Directors have pleasure in presenting their 32nd Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Results: (Rupees in Crores)

2009-10 2008-09

Net Turnover and other Income 669.02 537.27

Profit before Depreciation & Tax 69.19 33.82

Less: Depreciation 20.19 19.18

Profit before Tax 49.00 14.64

Less: Provision for Taxation

Current Tax 15.00 2.70

Deferred Tax 0.34 0.50

15.34 3.20

Profit after Tax 33.66 11.44

Add: Adjustments relating to earlier year 0.06 -

33.72 11.44

Add: Surplus brought forward

from previous year 5.83 4.87

Surplus available for appropriation 39.55 16.31

Less: Transfer to General Reserve 21.12 5.00

Proposed Dividend - 4.68

Interim Dividend 5.62 - Tax on Dividend 0.96 0.80

21.70 10.48

Balance Carried Forward to Balance Sheet 11.85 5.83





Operations:

During the year under review, the turnover of your Company was Rs.669 crores against Rs.537 crores in the previous year, registering a growth of around 25%. The net profit after tax tripled to Rs.34 crore against Rs. 11 crore in the previous year, registering a growth of 195%.

Well known and popular Brands of the Company like Siyarams, Mistair, J.Hampstead, Oxemberg, MSD, etc., trendy product design and development, improved product quality, aggressive marketing strategies, efficiency in operations and cost control measures have all contributed to the Companys excellent performance.

Expansion :

During the year under review, your Company has installed 71 looms alongwith preparatories at its plant at Tarapur & Silvassa.

Company has also installed various balancing equipments at Yarn Dyeing plant, Tarapur to optimize the capacity and improve quality.

Companys garment divisions manufacturing activities have been consolidated by de-bottlenecking, leveraging resources and building better synergy in its operations.

Dividend:

Your Directors had declared Interim Dividend of 60% against final dividend of 50% in the previous year, the total payout on account of Interim Dividend and tax thereon has been Rs.6.58 Crore. The Board has decided to treat said Interim Dividend as final Dividend for the Financial Year 2009-10.

Management Discussion and Analysis:

The year under review clearly showed a marked recovery in the fortune of textile industry. Revival of domestic demand and signs of improvement in global markets contributed significantly to this scenario. Your company recorded an increase of 14% in Dyed Yarn production, 15% in Fabric production and 11 % in readymade garments production, all exceeding the industry average. The increased production has been the result of capacity addition and better capacity utilization.

The domestic market, after experiencing brief fall in demand consequent to global economic turmoil, recorded a smart recovery supported by Government stimulus packages, improved liquidity and revival in the domestic demand. The sales figures for the divisions of your Company mirror this trend. Net Sales in value terms of Dyed yarn grew by about 21%, Fabric by 27%, Furnishing by 25% and Garments by 36%, contributing to all round growth of the your Company.

Going ahead, domestic markets are expected to grow at healthy pace supported by strong fundamentals such as rising disposable incomes, rising aspirations and favourable demographies. However, competition is expected to be intensified with growth in organized retail, larger players going for retailing in an effort to forward integrate the value chain, international brands and retailers entering in India for growth opportunities. Therefore, longer discount seasons and pressure to keep prices lower are likely to affect the realizations.

The ensuing year is expected to be marked by tighter liquidity, wider fluctuations in the exchange rates and general rise in / firming up of price level of all important inputs. This then will have to be necessarily followed by stricter monetary and fiscal measures to rein in resultant inflation. These are expected to put pressures on the bottom-line of your Company.

However, continuing buoyancy in domestic demand, favourable demographics, increasing spending power of the Indian consumer, expectation of good monsoon coupled with your Companys internal strength of strong brand image and resilient distribution network may augur well for your Company. Your Company is thus geared up to meet the challenges and is reasonably sure of continuing on its growth trajectory. Internal Control System The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorised, correctly recorded and properly reported. The Internal Auditors of the Company conducts Audit of various departments to ensure that internal controls are in place and submits monthly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions. Forward Looking Statements Statement in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

Human Resources

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human capital will effectively contribute to the long term value enhancement of the organization.

Directors:

Shri Dharaprasad R. Poddar, Shri Mangesh D. Teli, Shri Ashok M Jalan and Shri Ashok N. Garodia, Directors, retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions for their re-appointment are placed before the shareholders. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the notice convening the Annual General Meeting of the Company.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of the same are made a part of this Annual Report.

Fixed Deposits:

There were no unclaimed deposits as on 31st March, 2010.

Directors Responsibility Statement:

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as unden-

i) that in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

Industrial Relations:

Industrial relations with staff and workmen during the year under review continue to be cordial. Particulars of Employees:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the Annexure to the Directors Report. In terms of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure -I to this report. Auditors:

The Auditors, M/s.Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them as Auditors and to fix their remuneration. Cost Auditors:

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, M/s. Tholiya & Associates, Cost Accountants, Mumbai have been appointed to conduct cost audit relating to the products manufactured by the Company.

Group

As required under Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purposes of availing exemption from the applicability of the provisions of Regulations lO to 12 of the aforesaid SEBI Regulations are given in Annexure II attached herewith and the said Annexure II forms part of this Report. Appreciation:

Your Company is grateful for the continued co-operation and assistance extended to it by the Government and Semi- Government Authorities, Financial Institutions and banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

For and on behalf of the Board of Directors

DHARAPRASAD R. PODDAR

Chairman

Place: Mumbai Dated: 16th July, 2010

 
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