Mar 31, 2015
Dear Members,
Your Directors take pleasure in presenting the 14th Annual Report of
the Company together with the Audited Statement of Audited Accounts and
the Auditors' Report for the financial year ended, 31st March, 2015.
1. FOREWORD :
The Indian economy as you all will agree has experienced a deceleration
in economic growth during the period under review. In turn your company
had to face challenges in inflationary market conditions and the
company had a very difficult time in realizing their logical
outstanding dues from the esteemed customers which has in turn has a
consequential effect of not meeting the commitments to the working
capital lenders. This is in spite of the non release of the assessed
need based working capital limits and non realization of dues from our
customers. The company is striving to make efforts by conserving the
available inputs with the company to return in full flow in its garment
and chemical business. Due to the present financial crunch, your
company has requested its esteemed suppliers that their payment is
secured and it takes some time to clear their dues and we appreciate
that the response is positive. To overcome the present crisis your
company has already made an application to the Government of Maharashtra
explaining in detail the position of the company and has requested for
the required support and are awaiting a positive response from the State
Government which will give an additional strength to your company to
come out of the crisis being faced by your company.
2. HIGHLIGHTS OF PERFORMANCE:
* Your company has a consolidated turnover of Rs. 94,446 Lakhs as
against Rs. 92,730 Lakhs in the previous year i.e. an increase of 1.85%
as compared to the previous year.
* Operating EBITDA decreased in 2015 by 5,431 Lakhs to Rs. 5,258 Lakhs
from 10,289 Lakhs in 2014.
* Consolidated profit before tax in 2015 is Rs. 137 Lakhs, against Rs.
6,538 Lakhs in 2014. Similarly consolidated profit after tax is Rs. 121
Lakhs as against Rs. 4,565 Lakhs in 2014.
* The financial year 2014-2015 was a challenging year amidst global
economic uncertainties and recession.
3. FINANCIAL RESULTS
This fiscal has been quite challenging in terms of growth and
profitability. Rupee Devaluation, overall market conditions, slow
recoveries from customers has adversely affected on the business
activities of the Company. We are quite confident that this change and
the exports of Iron ore stack, Minerals etc. will enable the company
to maintain our growth trajectory in the future.
The financial highlights for the financial year are given below:
(Rs. in Lakhs)
PARTICULARS F.Y. 2014 -15 F.Y. 2013 -14
Sales & Other Income 94,446.34 92,729.70
Profit (Loss) before Interest, Tax, 5,257.92 10,689.40
Depreciation and Exceptional Items
Less: Depreciation 1,149.21 1300.90
Less: Interest Charges 3971.91 2850.86
Proft/(Loss) before exceptional and 136.80 6537.64
extraordinary items and Taxation
Add/(Less) : Exceptional Items - -
Profit (Loss) before Taxation 136.80 6537.64
Less : Provision for Taxation
* Current Year 28.74 1972.59
* Deferred Tax (added back for -12.73
current year)
* Previous Year Tax
Profit (Loss) after Taxation 120.79 4565.05
Balance of P&L A/c brought forward 9885.50 5320.45
Less: Appropriations 6725.11 -
Balance Carried to Balance Sheet 3,281.18 9885.50
Earnings Per Share (Rs. per share) 0.54 20.29
4. BUSINESS OUTLOOK :
Sudar Industries Limited (SIL) is an Integrated Apparel Manufacturing
Company with its factory located at Khalapur Taluka, Dist. Raigad. The
Company is also into Chemical Segment manufacturing fine chemicals
providing intermediate products for pharmaceutical and agro chemical
industries. Due to challenging economic conditions, the present
business is facing some difficulties in its operations but at the same
time the company is strategizing its efforts to excel.
5. DIVIDEND:
Your Directors regret their inability to recommend any dividend for the
financial year 2014-15 due to challenging economic conditions and
furtherance to negative bottom line.
6. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP):
It has been the endeavor of your Company to place a lot of emphasis on
its people which includes Employees, Directors and Customers. Your
company believes that business being competitive in all spheres of
activities, it is only competitive and competent people who can ensure
that the Company marches in its road plan for attaining growth and
prosperity.
Pursuant to the provisions of clause 49 of the Listing Agreement and
the Companies Act, 2013 (Act) the Company has adequate numbers of
executive, non-executive and Independent directors and the Board of the
Company is properly constituted. Considering the present financial
situation and the long term perspective, the Board of Directors of the
Company are of the opinion that it is in the interest of the Company to
reconstitute its Board and consequently the Board is planning to take
necessary steps in this regard.
The Company has received declarations under section 149(7) of the Act
from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed both under the
Companies Act, 2013 and clause 49 of the Listing Agreement. The company
has also received Form MBP 1 relating to the disclosure of interest by
directors as per the provisions of section 184 and Form DIR 8 stating
that they are not disqualified for appointment as per the provisions of
section 164 of the Companies Act, 2013 from all the Directors.
The members had approved the appointment of Mr. Murugan M. Thevar as
Managing Director of the Company for a period of 5 years with effect
from April 01, 2010. The term of appointment of Mr. Murugan M. Thevar
ended on March 31,2015. Subject to the approval of the members, the
Board of Directors in their meeting held on March 31, 2015 has
re-appointed Mr. Murugan M. Thevar as a Managing Director of the
Company for a further period of 3 years with effect from April 01,2015.
The members had approved the appointment of Mr. Gopi C. Nair as a Whole
Time Director for a period of 5 years with effect from June 01,2010.
The term of appointment of Mr. Gopi C. Nair ended on May 31,2015.
Subject to the approval of the members, the Board of Directors in their
meeting held on March 31,2015 has re-appointed Mr. Gopi C. Nair as a
Whole Time Director of the Company for a further period of 3 years with
effect from June 01,2015.
Mr. Srinivas Kamath retires by rotation and being eligible offers
himself for re-appointment at the ensuing Annual General Meeting.
In order to comply with the provisions of the section 149 of the
Companies Act, 2013 and various provisions of the listing agreement
pertaining to the Corporate Governance, the Board of Directors of the
Company in their meeting held on March 31, 2015 has appointed Ms.
Yogita Shetty, as a Woman Independent Director on the Board of the
Company, subject to the approval of members in the ensuing Annual
General Meeting.
Necessary resolutions for the appointment/re-appointment of the
aforesaid Directors have been included in the Notice convening the
ensuing Annual General Meeting and details of the proposal for such
appointment/s are mentioned in the Explanatory Statement to the Notice.
Further, brief resume of the Directors proposed to be
appointed/re-appointed, relevant information, nature of their expertise
in specific functional areas, names of the companies in which they hold
directorships and the memberships/chairmanships of committees of the
Board and their shareholding in the company, as stipulated under clause
49 of the Listing Agreement entered into with the stock exchanges, have
been furnished separately in the notice convening the 14th Annual
General Meeting read with the annexure thereto forming part of the
annual report.
Mr. Murugan M. Thevar, Managing Director; Mr. M. G. Subramaniam, Whole
Time Director; Mr. Jayeek Nag, Chief Financial Officer (Upto August
31,2015) and Mr. Nishant Phadtare, Company Secretary are the KMPs of
the Company as per the provisions of the Act.
7. DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated under section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, your directors hereby state and confirm that :
i. In preparation of the Annual Accounts for the financial year ended
March 31, 2015 the applicable accounting standards have been followed.
ii. The Directors had selected such Accounting Policies and applied
them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at the end of
the financial year and of the profit 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 this 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 and
v. The Directors have devised a proper system to ensure compliance
with the provisions of all applicable laws.
8. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197, read with Rule 5(1) and 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are set out in the "Annexure A" to the Directors Report.
9. DISCLOSURES REGARDING CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, with respect to
conservation of energy, technology absorption and foreign exchange
earnings/outgo is included in "Annexure B" to the Directors Report.
10. STATUTORY AUDITORS
M/s. Mukesh Mehta and Associates, Chartered Accountants, Mumbai and
M/s. Suresh Hegde & Company, Chartered Accountants, Mumbai, retire at
the ensuing Annual General Meeting and being eligible, offers
themselves and have given consent for their reappointment as the joint
statutory auditors of the Company subject to the approval of member's
in the ensuing Annual General Meeting. The Board has recommended their
appointment.
11. REMARKS IN STATUTORY AUDITORS REPORT:
The report of statutory auditors on the Profit and Loss Account for the
year ended March 31, 2015 and Balance Sheet as on that date contains
the following qualified remarks:
* In connection with the tax liabilities for the financial year 2012 -13
and financial year 2013-2014, the company has not booked the losses
pertaining to the Rebates, Rate differences and discounts to the
customers which they were entitled and also the advances given to the
suppliers which were not recoverable nor received any goods or
materials, the operation of the said company being suspended and the
same was otherwise eligible for deduction u/s 37 (1) of the Income Tax
Act, 1961. The company has not filed its income tax returns which were
pending for filing for the aforesaid years i.e. assessment year 2013-14
and 2014-15 respectively. The company is in process for filing the same
after the impact of above expenditure. The company has booked the
rebates, rate difference and discounts to the tune of Rs. 7130.52 Lacs
and written off advances to the tune of Rs. 2732.66 Lacs from the
opening balances of profit and loss account / General Reserve as on
April, 2014. The effect of both the adjustments is being routed in the
current financial year from debtors and loans and advances and
accumulated reserves respectively. The company's records indicate that
had the Management stated the rebates, rate difference and discounts and
written off advances the income tax, net profit and shareholder's funds
would have been reduced to that extent.
* The company has received huge credits under export / import advances
to the tune of Rs. 26,000/- lacs. The same will lead them for export
obligations which as per the books of accounts are pending for long
period and the same are outstanding as on 31st March, 2015.
* The company has executed long term contract with Directorate of Mines
and Geology, Goa for purchase of iron ore and other related materials
and incurred huge losses to the tune of Rs. 3,600/- lacs which affects
the financial position of the company. The company's records indicate
that the management has stated the inventories of iron ore at the lower
of cost and net realizable value. Accordingly the valuation of
inventories has decreased to Rs. 1,400/- lacs and the net profit /
reserves and surplus has been reduced to that extent.
12. SECRETARIAL AUDITORS :
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed M/s. Reena S. Modi & Associates,
Company Secretaries in whole time practice for conducting secretarial
audit of the Company for the financial year 2014-2015. The Secretarial
Audit Report is annexed herewith as "Annexure C."
13. REMARKS IN STATUTORY AUDITORS REPORT:
The report of M/s. Reena Modi & Associates, Company Secretaries, the
secretarial auditor of the Company for the financial year 2014-15
contains the following remarks:
i The constitution of the Board of Directors of the Company is not as
per the provisions of Clause 49 of the Listing Agreement read with
Section 149 of the Companies Act, 2013.
With reference to the point (i) above, the Board of Directors of your
Company states that the total strength of the Board during the year
under review was 8 Directors which consist of 5 Executive Directors and
3 Non Executive Directors.
However, Mr. Deepak Shenoy, Executive Director has resigned from the
Directorship of the Company with effect from March 31,2015. Further, in
order to comply with the provision of the clause 49 of the Listing
Agreement, the Company is in the process of appointing one more Non-
Executive Director on the Board of the Company.
In order to comply with the provisions of the Section 149 of the
Companies Act., 2013 and provisions of Listing Agreement, the Company
has appointed Ms. Yogita Shetty as a Woman Independent Director on the
Board of the Company
ii During the audit period under review, the Company was not able to
engage Chief Financial Officer in pursuant to Section 203(1)(iii) of
Companies Act, 2013.
With reference to the point (ii) above, the Board of Directors of your
Company states that since the notification of section 203 of the
Companies Act, 2013, the company was in the process of recruiting the
person to hold the position of Chief Financial Officer of the Company.
During the year under review the Company could not identify a suitable
candidate for the said position.
However, the Company has appointed Mr. Jayeek Nag as a Joint Managing
Director and Chief Financial Officer of the Company with effect from
April 01,2015.
iii Applicable provisions of The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 not
duly complied with.
iv Applicable provisions of The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992 not duly complied
with.
With reference to the point (iv) above, the Board of Directors of your
Company states that the Company has adequate system in place to comply
with the provisions of The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992.
Whenever the meeting of the Board of Directors of the Company is
proposed to be convened for consideration and approval of financial
statements and all such other matters having effect on the price of the
securities of the Company, a prior intimation is given to the
respective Stock Exchanges relating to the same and the trading window
is closed for trading in securities of the Company by the inside
persons/officials. Also at the same time a notice is circulated amongst
all the key managerial personnel and other employees intimating them
about said closure of trading window.
v The Company has not been able to update applicable policies on its
website as per the requirements of Listing Agreement.
With reference to the point (v) above, the Board of Directors of your
Company states that the Company has framed various policies pursuant to
the provisions of the Companies Act, 2013 and Listing Agreement e.g.
Corporate Social Responsibility Policy (CSR Policy), Remuneration
Policy for Directors etc. The Board further states that the Company is
in the process of updating the said policies on the website of the
Company.
vi The Company is under process to pay its dues w.r.t. listing fees to
agencies such as BSE/ NSE/NSDL/CDSL/RTA.
With reference to the point (v) above, the Board of Directors of your
Company states that the Company is regular in paying the dues/fees of
BSE, NSE, NSDL, CDSL, RTA and such other entities. Due to adverse
financial conditions suffered by the Company, there are few instances
of delayed payments to these entities. However, the Company has paid
Listing Fees to BSE and NSE for the financial year 2015-16. The Company
has also cleared all the outstanding dues of NSDL, CDSL, and RTA. As on
date there are no outstanding dues payable to these entities.
14. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT 9 as per the provisions of
the Companies Act, 2013 is attached and marked "Annexure D"
15. CORPORATE GOVERNANCE:
Your Company is committed to good corporate governance, firmly believes
in and consistently follows good corporate governance practices,
leading to a very high level of transparency in accounting and
reporting to its shareholders. The Company has adopted a code of
Conduct for the Board and the Senior Management. A report on the
Corporate Governance and a certificate from the Auditors of the Company
forms part of the Annual Report. The Company has fully complied with
the Corporate Governance practices specified under the Listing
Agreement with Stock Exchanges.
16. DEPOSITS:
During the year under review, Company has not accepted any deposits
from the Public within the meaning of the provisions of Section 73 of
the Companies Act, 2013 read with the rules framed there under.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance with the provisions of section 135 of the Companies Act,
2013, the Company has constituted a CSR Committee and the said CSR
Committee has formulated a CSR policy recommending the activities which
can be undertaken by the Company as a part of its CSR programme, amount
which is to be spend on said CSR activities etc. and said CSR policy is
also approved by the Board ofDirectors of the Company.
18. BOARD COMMITTEE:
In compliance with the provisions of the Companies Act, 2013 and both
the mandatory and non-mandatory requirements under the Listing
Agreements and the applicable laws, the board has constituted the
following Committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
iv. Investment Committee
v. CSR committee
18. LISTING OF SHARES:
The shares of the Company are listed on the National Stock Exchange of
India Limited and Bombay Stock Exchange Limited.
19. HOLDING / SUBSIDIARY COMPANY:
The Company has two subsidiaries as under:
i. Sudar Industries UK Ltd. - Registered in United Kingdom
ii. Averlin Industries PTE Limited, Registered in Singapore (Dormant
Company)
20. VIGIL MECHANISM :
Your company has established a Vigil Mechanism and has framed Vigil
Mechanism Policy. The purpose of the policy is to enable directors and
employees to raise concerns about unacceptable improper practices
and/or any unethical practices being carried out in the organization
without the knowledge of the management. All directors and employees
shall be protected from any adverse action for reporting any
unacceptable/improper practice and/or any unethical practice, fraud or
violation of any law, rule or regulation.
The audit Committee reviews on a quarterly basis, reports made under
this policy and implements corrective actions, wherever necessary.
21. INDUSTRIAL RELATIONS:
Industrial Relations remained cordial in the Company's manufacturing
locations at both the units without any disruption in manufacturing
activities.
22. INTERNAL CONTROL AND ADEQUACY :
The Company has framed a proper system of internal controls to ensure
that all the assets are safeguarded and protected against loss from
unauthorized use or disposition and those transactions are properly
authorized, recorded and reported correctly.
The Internal Control system is approved by the Audit Committee and is
reviewed by Audit Committee from time to time.
23. RISKS AND CONCERNS:
The Company is exposed to various business risks which has adversely
impacted operating performance of the Company. The Board has formulated
Risk Management Policy to identify potential risks, create mitigation
strategies, avoid risk, minimize the effect of risk and monitor the
occurrence of risk. The risks to which Company is exposed may include
but are not limited to:
* Economic conditions
* Supplier and distributor relationship
* Competitive market conditions
* Labour shortages and attrition of key staff
* Exchange rate fluctuation
* Compliance and regulatory pressures including changes to tax laws
* Seasonal fluctuation
24. OPPORTUNITIES AND THREATS:
We believe that there are tremendous growth opportunities in India as
well as in emerging markets outside India. However, on the domestic
front, there is still significant growth potential.
25. ACKNOWLEDGEMENTS:
The Board appreciates and places on record the contribution made by the
employees during the year under review and the support received from
the bankers, government authorities, customers, vendors during the
year. The Board also places on record their appreciation of the support
of all stakeholders particularly shareholders, customers, suppliers and
business partners.
For and on behalf of the Board of Directors
Place: Navi Mumbai Murugan M. Thevar M. G. Subramaniam
Date: August 14, 2015 Managing Director Executive Director
Mar 31, 2014
Dear members,
The Directors take pleasure in present the 13th Annual Report of the
Company together with the Audited Statement of Accounts and the
Auditors'' Report of your Company for the financial year ended,
31st March, 2014.
1) FOREWORD :
The Indian economy experienced a deceleration in economic growth during
the period 2013-14. Your company had to face challenges in an
inflationary market conditions coupled with a depreciating rupee
leading to fall in profitability and increase in unemployment and
therefore your company decided on a new focus to achieve all round
growth by enhancing exports and value for the organization. In the
process, many decisions taken by your company showed favorable trends
and results.
THE COMPANIES ACT,2013
The Ministry of Corporate Affairs (MCA) has notified 282 sections of
the Companies Act, 2013 (CA2013/Act) in tranches in September 2013 and
March 2014 with majority of the sections as well as rules being
notified in March 2014. The Companies Act, 1956 continues to be in
force to the extent of the corresponding provisions of the CA2013 which
are yet to be notified. MCA vide its Circular dated April 4, 2014 has
clarified that the financial statements and documents annexed thereto,
auditor''s report and board''s report in respect of financial year that
have commenced earlier than April 1, 2014 shall be governed by the
provisions of the Companies Act, 1956 and in line with the same, the
financial statements, auditor''s report and Board''s report and
attachments thereto have been prepared in accordance with the
provisions of the Companies Act, 1956. With respect to other provisions
of the Act, appropriate references have been made in this report to the
extent these provisions have become applicable effective April 1, 2014.
2) HIGHLIGHTS OF PERFORMANCE:
* Your company achieved turnover of Rs. 92,730 lakhs as against Rs.
44,002 lakhs in the previous year i.e. an increase of as compared to
the previous year.
* Operating EBITDA increased in 2013-14 by Rs. 3,765 Lacs to Rs. 10,689
Lakhs from Rs. 6,924 Lakhs in 2012-13.
* Consolidated profit before tax in 2013-14 was Rs.6,538 Lakhs, against
Rs.3,783 Lacs in 2012-13.Similarly, consolidated profit after tax was
Rs.4,565 Lakhs in 2013-14 as against Rs.2,556 Lakhs in 2012-13.
The financial year 2013-2014 was a challenging year amidst global
economic uncertainties and recession. Despite there being constraints
and a challenging environment, the company performed reasonably well
which is evident from the results.
3) FINANCIAL RESULTS :
This fiscal has been an exciting year in terms of growth and
profitability. We are confident that this change and the proposal to
engage in trading in Iron ore, Minerals etc. will enable the company to
maintain our growth trajectory in the future. The fi nancial highlights
for the financial year are given below:
(Rs. In Lakhs)
particulars FY 2013-14 FY 2012-13
Sales & Other Income 92,729.70 44002.27
Profit (Loss) before Interest tax
Depreciation and Exceptional Items 10,689.40 6,924.10
Less: Depreciation 1,300.90 1,158.93
Less: Interest Charges 2,850.86 1,979.21
Profit/(Loss) before exceptional and
extraordinary itemsan taxation 6,537.64 3,785.96
Add/(Less) Exceptional items - 2.57
Profit(Loss) before Taxation 6,537.64 3,783.39
Less: Provision for Taxation -
Current tax 1,972.59 1,227.52
Profit (Loss) after Taxation 4,565.05 2,555.87
Balance of P&L A/c brought forward 5,320.45 2,764.58
Balance Carried to Balance Sheet 9,88.55 5,320.45
Earnings Per Share (Rs per share) 20.29 11.36
4) business OUTLOOK :
* Apparels :
Your Company, an integrated apparel manufacturer with its expertise in
designing garments with its niche for finishing markets its products in
wholesale market and multi-brand outlets. The Company''s international
presence extends to United States of America, Italy, United Kingdom and
the United Arab Emirates through merchandise exports. In order to
expand its business activities, the Company has very recently commenced
direct exports in Industrial Garments in the Financial Year 2013 to
Gulf and South-East Asian Countries. The export sales in apparels
segment of the Company for financial year 2013-14 was Rs. 7,095 lacs
against Rs. 2299 lacs in financial year 2012-13.
B) HIGH ENDED FINE CHEMICALS PROVIDING INTERMEDIATE PRODUCTS FOR
PHARMACEUTICAL AND AGRO CHEMICALS INDUSTRY :
Your Company has been successfully engaged in manufacturing chemical
products in a wide range of activities which includes 6 Pharmaceutical
Intermediates and 11 Agrochemical Intermediates. Your Company has
already added good clients for the business relating to chemical
products. The export sales in chemical segment of the Company for
financial year 2013-14 was Rs. 5,391.32 lacs against Rs. 2020 lacs in
financial year 2012-13.
C) PROPOSAL TO TRADE IN IRON ORE, MINERALS AND AGRO COMMODITIES:
The Company is proposing to diversify its activity to trading business
of Iron ore, agro based commodities, other metals and minerals. The
Company has obtained necessary approvals from the Shareholders of the
Company through Postal ballot, and the expects good business deals in
new markets.
5) DIVIDEND:
This year also your company would endeavor to strengthen the reserves
for future expansion and therefore your Directors do not recommend any
dividend for the year ended March 31, 2014.
6) ECONOMIC SCENARIO & OUTLOOK :
The global economy experienced a slowdown especially noticed in
developed economies which had its impact on India as well. The Indian
economy had to contend with high inflation in the year 2014 and
increased lending rates. The tightening of the monetary policy further
slowed the growth of the economy which affected all sectors.
7) SUSTAINABLE DEVELOPMENT :
The Company continues to provide sustainable waste management solutions
through co-processing and re-engineering. Our clients have further
increased with new waste streams efforts and continued to make the best
use of fuels and raw materials thereby eliminating wastage.
8) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE/CSR COMMITTEE:
During the year, your directors have constituted the Corporate Social
Responsibility Committee comprising Mr. Satish Shenoy as the Chairman
and Mr. Murugan M. Thevar, Mr. M.G. Subramaniam as other members.
The said committee has been entrusted with the responsibility of
formulating and recommending to the board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR Activities.
9) OCCUPATIONAL HEALTH AND SAFETY (OH&S);
Your Company engages in OH&S matters through a policy of communication,
involvement and competency build-up applied consistently and
continually throughout its operation. Programmes targeting critical
areas are being implemented across all sites to address risks
associated with operations. Effectiveness of these programmes is being
constantly assessed by the Senior Leadership team. External audits are
being conducted to check the level of implementation of these safety
programmes.
Safety Leadership Programmes are being conducted across business units
for the senior leadership team. The programmes comprises of practical
exercises and interactive sessions and prepares managers to act as role
model to their subordinates. Risk assessment is an integral part of any
job/activity. Our managers are provided with different types of risk
assessment tools to help them identify risk and decide on appropriate
control measures. Hazard identification and risk assessment workshops
are being conducted at sites to refine anticipation capability amongst
the employees by enhancing their hazard observation skills.
Apart from our employees, our contractors are also involved in these
workshops, which show an appreciable change in the attitude of
contractors towards safety.
10) HUMAN RESOURCES :
Your company has embarked on a journey towards people excellence during
the year. The aim of this journey is to re-engineer all the HR
processes and ensure that each process is fine tuned with current and
future business requirement and an appropriate number of employees are
groomed for future middle and senior leadership roles. Greater focus is
given to hiring and retaining talent from different disciplines and
streams.
As extension of faster learning for young talent, your company has
embarked on a plan to impart intensive learning through challenging
functional/cross functional projects and coaching to improve analytical
and decision making capability.
The industrial relations scenario was peaceful. Your company embarked
on a major programme for the on roll and off roll employees with an
emphasis on involving and engaging them in a variety of small
improvement projects at the shop floor level so that their engagement
level is enhanced.
11) directors
It has been the endeavor of your Company to place a lot of emphasis on
its people which includes Employees, Directors and Customers. Your
company believes that business being competitive in all spheres of
activities, it is only competitive and competent people who can ensure
that the Company marches in its road plan for attaining growth and
prosperity.
Your Company is proud to have a professional board who have excellent
experience with good credentials and support the business with their
inputs and decisions which can strongly support your Company in its
accomplishments of being one of the formidable companies in the
industry.
In consonance with the provisions of the newly enacted Companies Act,
2013 and taking into consideration the composition of the Board of
Directors, Mr. M.G. Subramaniam retires by rotation and being eligible
offers himself for reappointment at the forthcoming Annual General
Meeting.
The Companies Act, 2013 (the Act) provides for appointment of
independent directors. Sub-section (10) of Section 149 of the Companies
Act, 2013 (effective from April 1, 2014) provides that independent
directors shall hold office for a term of up to five consecutive years
on the Board of a company; and shall be eligible for re-appointment on
passing of ordinary resolution by the shareholders of the company.
Sub-section (1) states that no independent director shall be eligible
for more than two consecutive terms of five years. Sub - section (13)
states that the provisions of retirement by rotation as defined in
sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such independent directors.
The non-executive independent directors were appointed as directors
liable to retire by rotation under the provisions of the erstwhile
Companies Act, 1956. The Board of Directors has been advised that non
executive (independent) directors so appointed would continue to serve
the term that was ascertained at the time of appointment as per the
resolution pursuant to which they were appointed. Therefore, it stands
to reason that only those non-executive (independent) directors who
will complete their present term at the ensuing AGM of the Company in
September 2014, being eligible and seeking re - appointment, be
considered by the shareholders for re-appointment for the first term of
upto five consecutive years upto March 31, 2019.
Non-executive (independent) directors who do not complete their term at
the ensuing AGM, will continue to hold office till the expiry of their
term (based on retirement period calculation) and thereafter would be
eligible for re-appointment for a fixed term in accordance with the
Companies Act, 2013.
Based on the above, Mr. Anand Kadam and Mr. Satish Shenoy were
appointed as Independent Directors of the Company for a term of two
consecutive years effective from April 1, 2014 upto March 31, 2016.
12) DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of the Company confirm that-
1. In preparation of the Annual Accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed.
2. The Directors had selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit or loss
of the company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
13) DISCLOSURES REGARDING CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per the Companies (Disclosure of Particulars on the
report of the Board of Directors) Rules, 1988 relating to Conservation
of Energy, Technology Absorption, Forex Earnings and Outgo is provided
in the annexure forming part of this report.
14) INTERNAL CONTROL SYSTEMS :
The company has a robust and comprehensive internal control framework
to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with
policies, procedures, laws and regulations, and at the same time
safeguarding assets and economical and efficient use of resources. The
internal control system commensurate with the size, scale and
complexity of its operations. It is being constantly assessed and
strengthened with new/revised standard operating procedures and robust
internal and information technology controls.
The company''s internal audit department objectively and independently
tests the design and operating effectiveness of the internal control
system to provide a credible assurance to the Board and the Audit
Committee regarding the adequacy and effectiveness o the internal
control system. The internal audit function monitors the effectiveness
of controls and also provides an independent and objective assessment
of the overall governance processes in the company.
The scope and authority of the Internal Audit activity are well
defined. Internal Audit plays a key role by providing an assurance to
the Board of Directors and value adding consultancy service to the
business operations.
15) BUSSINESS RISK MANAGEMENT
Your company has robust business risk management practices to identify,
evaluate business risks and opportunities. This is monitored at the
Corporate office. The business risks and opportunities so identified
are integrated into the business plan and a detailed action plan to
mitigate the identified business risks is thereafter drawn up and its
implementation monitored.
16) ENHANCING SHAREHOLDERS VALUE :
Your company believes that its members are among its most important
stakeholders. Accordingly, your company''s operations are committed to
the pursuit of achieving high levels of operating performance and cost
competiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. The company is also committed in creating value by ensuring
that its actions positively impact the socio-economic and environmental
dimensions for the society for sustainable growth and development.
17) PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 217 (2A) of the Companies
Act,1956, read with the Companies (Particulars of the Employees)
Rules,1975 as amended, the names and other particulars of the employees
are set out in the Annexure A to the Directors Report.
18) DEPOSITS:
During the year under review, Company has not accepted any deposits
from the Public within the meaning of the provisions of Section 58A of
the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975.
19) AUDITORS
M/s. Suresh Hegde & Company, Chartered Accountants, Mumbai and M/s.
Mukesh Mehta and Associates, Chartered Accountants Mumbai, have given
consent for their reappointment as the joint statutory auditors of the
Company subject to member''s approval in the ensuing Annual General
Meeting.
20) CREDIT RATING
The Company continues to have the highest domestic credit ratings of
BBB Negative from CARE which means strong rating reflecting the
company''s financial discipline and prudence.
21) BOARD COMMITTEE:
In compliance with both the mandatory and non-mandatory requirements
under the Listing Agreements and the applicable laws, the board has
constituted the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Investment Committee
e) Corporate Social Responsibility Committee
The Company is committed to maintain the highest standards of corporate
governance and strictly adhere to the Corporate Governance requirements
set out by SEBI.
As per clause 49 of the Listing Agreement with the stock exchanges, a
separate section on corporate governance practices, followed by the
company together with a certificate from the company''s auditors
confirming your Company is committed to good corporate governance and
firmly believes in and consistently follows good corporate governance
practices, leading to a very high level of transparency in accounting
and reporting to its shareholders. The Company has adopted a code of
Conduct for the Board and the Senior Management. A report on the
Corporate Governance and a certificate from the Auditors of the Company
forms part of the Annual Report. The Company has fully complied with
the Corporate Governance practices specified under the Listing
Agreement with Stock Exchanges.
23) MANAGEMENT''S DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of the
Company is given separately under the head "Management''s Discussion and
Analysis".
24) LISTING OF SHARES:
The shares of the Company are listed on the National Stock Exchange of
India Limited and Bombay Stock Exchange Limited. The Company has paid
the annual listing fees to the NSE and BSE for the year 2014-2015.
25) HOLDING / SUBSIDIARY COMPANY:
During the year, your company has incorporated three subsidiaries which
can support the company in its trading operations in South East Asia,
United Arab Emirates and London. It includes trading in Apparels and
Fine Chemicals and its proposed business interest in trading in mineral
and iron ore.
The Companies incorporated are as under :
* Sudar Industries UK Ltd. Registered in United Kingdom.
* Sudar Global Industries FZE, Registered in Dubai.
* Averlin Industries PTE Limited, Registered in Singapore.
26) AUDITORS :
In terms of the sub-section (2) of section 139 of the Companies Act,
2013 (effective from 01-04-2014) no Listed company shall appoint or
re-appoint an Auditing Firm as the Auditor for more than two terms of
five consecutive years, provided that the firm is eligible to be
appointed or re-appointed in the same company after five years from the
completion of existing term. In pursuance of the above, every listed
company shall comply with this requirement within a transitional period
of three years from the date of commencement of the Act i.e. 1st April,
2014.
The Company''s Joint Auditors M/s Suresh Hegde & Co. and M/s Mukesh
Mehta & Associates, who retire at the ensuing Annual General Meeting of
the Company, are eligible for re-appointment..
The Company has received letters from all of them to the effect that
their re-appointment, if made, would be within the prescribed limits
under Section 141 (3) of the Companies Act,2013 and that they are not
disqualified for re-appointment.
27) INDUSTRIAL RELATIONS:
Industrial Relations remained cordial in the Company''s manufacturing
locations without any disruption in manufacturing activities.
28) RATING FROM DUN & BRADSTREET
The Company has been rated 5A2 by Dun & Bradstreet indicating that the
company has a tangible networth as per the audited financial statements
and indicates a fair overall status of the company.
29) ACCOLADES :
Your Directors would like to inform that your company has been bestowed
with the Gujarat Business Excellence Award by the Small and Medium
Business Development Chamber of India in January, 2014. Your directors
would like to inform that your company has featured in Businessworld
magazine in August, 2014 India''s fastest growing companies.
30) ACKNOWLEDGEMENTS:
Your directors would like to express their appreciation for the
assistance and co-operation received from bankers, govt. authorities,
customers, vendors during the year. Your directors also wish to thank
all employees, associates and business partners who have contributed
towards the success of the Company.
31) CAUTIONARY STATEMENT :
Statements in the Directors'' Report and the Management Discussion and
Analysis describing the company''s objectives, expectations or forecasts
may be forward looking within the meaning of applications laws and
regulations. Actual results may differ materially from those expressed
in the statement. Important factors that could influence the company''s
operations include global and domestic demand and supply conditions ,
changes in government regulations, tax laws, economic developments
within the country and other factors such as litigation and industrial
relations.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
PLACE: NAVI MUMBAI MURUGAN M. THEVAR M.G. SUBRAMANIAM
DATE: AUGUST 12,2014 MANAGING DIRECTOR WHOLE TIME DIRECTOR
Mar 31, 2012
The Directors are pleased to present the Eleventh Annual Report of
Company together with the Audited Statement of Accounts and the
Auditors' Report of your Company for the financial year ended,
31stMarch, 2012 and the summarized financial results for the year ended
31st March, 2012 are as under:
Financial Performance:
This fiscal has been an exiting year in terms of growth and
profitability. We are confident that this change will enable us to
maintain our growth trajectory in to future. The financial highlights
for the previous year as given below:
(Amt. in Rs. Lakhs)
PARTICULARS F.Y. 2011-12 F.Y. 2010-11
Sales & Other Income 19,504.25 11,563.35
Profit (Loss) before Interest,
Tax, Depreciation and
Exceptional 3439.05 1932.60
Items
Less: Depreciation 243.39 316.35
Less: Interest Charges 1033.69 483.79
Profit/(Loss) before exceptional
and extraordinary items and 2,161.97 1,132.46
Taxation
Add/(Less) : Exceptional Items 160.00 -
Profit (Loss) before Taxation 2,001.97 1,132.46
Less: Provision for Taxation
-Current Year 551.82 408.49
- Deferred Tax (added back for
current year) 121.93 0.13
-Previous Year Tax 1.27 25.50
Profit (Loss) after Taxation 1,570.81 698.34
Balance of P&L A/c brought forward 1,193.77 495.43
Less: Appropriations - -
Balance Carried to Balance Sheet 2764.58 1,193.77
Earnings Per Share (Rs. per share) 8.47 3.77
Review of Operation:
During the year under review, the Company achieved turnover of Rs.
19504.25 Lacs as against Rs. 11563.35 Lacs in previous year i e.
increase by Rs.7916.03 Lacs, as compared to the corresponding previous
year. The Company earned Net Profit after Taxation amounting to
Rs.1570.81 Lacs against Rs.698.34 Lacs in previous financial year
corresponding to 90% increase over previous year.
Business Outlook:
Going ahead, we plan to strengthen our marketing presence in Tier II &
III Indian cities and other key regions. The Company proposes to open
15 retail outlets in the next couple of years at various locations
while launching new brands in the cities of South India, Gujarat and
Maharashtra within the next couple of years.
We expect to increase our monthly garment output from approx 5 lacs
units a month to around 8 lacs units per month through the course of
2012-13 following the increase in worker deployment. Considering that
our plant has sufficient unutilized space, there is room for
sustainable growth for the next three years without needing to move
into a new location.
Acquisition of Business(es):
The Company has acquired the assets of Benzo Petro International
Limited (BPIL) located at Baroda, Gujarat. Acquisition of assets of
said Company would be contributing substantially to the expansion
program of the business of Sudar Industries Limited [SIL]. Some of the
broad reasons for the same are:
- SIL will emerge as a fully integrated pharmaceutical company
- SIL will save environmental clearances time of around two years,
while opening markets and proponing revenues.
- SIL's said acquisitions of BPIL's assets comprising of land &
building and Plant and Machineries, along with selected few of the
Pharma-Intermediaries and Agro-Chemical products with necessary
government licences for the manufacture of said items including our
selected niche products, shall enable us to commence the production
immediately which otherwise would have taken around minimum four years.
- The said expansion in the form of diversification has given the
company of amalgamating two businesses of different characteristics for
incrementing the profitability and ensuring sustainability of SIL in
the competitive business environment. SIL will enter a tender-based
business where volume will drive the Company's top line and reduce
SIL's dependence on garment manufacture.
The core capabilities of the Benzo Petro comprise the following:
- Ready to use, under operation, plant and machinery with further
operating life of over 15 years minimum.
- Open land around the present plant ensures further expansion process
of the company in the same region without causing re-location/
- All licenses and permits readily available
- Plants & machineries in good operating conditions to process our
range of products
- Strong R&D, engineering and manufacturing capabilities
- Track record of multi-step synthesis
- Sound understanding of global regulatory requirements
- Professional dedication to product quality standards
- High health, safety and environmental standards
- Dedication to confidentiality obligations and IPR protection
- Robust business process and project management capability to be taken
advantage off to suit our culture and management principles
- Assured achievement of milestones and deliverables
- Partnering with R&D industry, pharma/biotech and specialty/cosmetic
chemical companies
- Highly qualified and experienced CRAMS team
Dividend:
In order to plough back the profits and strengthen the reserves for
future expansion, your Directors do not recommend any dividend for the
year ended 31stMarch, 2012.
Directors
During the year under review, Mr. Venketraman Nadar and Mr. Gopi Nair
retire by rotation and being eligible offers themselves for
reappointment at the forthcoming Annual General Meeting.
During the year under review, Mr. Deepak Shenoy resigned from the
directorship due to his pre-occupation w.e.f. January 18, 2012. The
Board of Directors expressed appreciation for the services rendered by
him during his tenure as Director of the Company.
Further, Mr. Amod Gupte was appointed as an Additional Director of the
Company w.e.f. October 10, 2011 and due to his other pre-occupation; he
resigned from the directorship w.e.f. March 28, 2012.
Further, Mr. Rajkumar Dohare was appointed as an Additional Director of
the Company w.e.f. 18th January 2012 and Mr. Venkatraman G.S., Mr.
Sagar Warekar and Mr. Ravikant Mhatre were also appointed as Additional
Directors w.e.f. 24th August 2012 and are eligible for reappointment at
the forthcoming Annual General Meeting; whose period of office is
liable to retirement by rotation.
The Board of Directors proposes to designate Mr. Venkatraman G.S. as
the Whole-time Director of the Company and Mr. Venketraman Nadar as
Dy. Managing Director w.e.f. September 1, 2012 for the period of three
years, subject to the approval of the Members of the Company.
Compliance Officer:
Mr. Mustafa Shabbir Badami, an Associate Member of the Institute of
Company Secretaries of India was appointed as the Company Secretary and
Compliance Officer of the Company w.e.f. 02/07/2012
Internal Auditor:
Mr. Tukaram Rasam, a Member of the Institute of Chartered Accountants
of India was appointed as Internal auditor of the Company w.e.f.
01/08/2012.
Directors' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
1. In preparation of the Annual Accounts for the financial year ended
March 31, 2012, the applicable accounting standards have been followed.
2. The Directors had selected such Accounting Policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
Disclosures regarding Conservation of Energy & Technology Absorption
and Foreign exchange earnings & outgo:
Information as per the Companies (Disclosure of Particulars on the
report of the Board of Directors) Rules, 1988 relating to Conservation
of Energy, Technology Absorption, Forex Earnings & Outgo is provided in
Annexure forming part of this report
Particulars of Employees:
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 2011 for the year ended 31stMarch, 2012 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.
Deposits:
During the year under review, Company has not accepted any deposits
from the Public within the meaning of the provisions of Section 58A of
the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975.
Auditors:
Due to retirement of M/s. J.S. Uberoi & Company, Chartered Accountants,
one of the Joint Statutory Auditors of the Company, do not seek
appointment for the f.y. 2012-2013, as the said Auditor.It is proposed
to appoint M/s. Mukesh Mehta & Associates, Chartered Accountants, as
one of the Joint Statutory Auditors of the Company along with M/s.
Suresh Hegde & Company, Chartered Accountants, subject to the approval
of the Members of the Company.
EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956 ON THE OBSERVATIONS
IN THE AUDITORS' REPORT:
Regarding Point No.6 of the Annexure to the Auditors Report:
Due to urgent need of funds for meeting production related expenses,
the Company utilized its available options to source such funds and
some part of which was repaid back to the parties from whom the said
funds were sourced.
Regarding Point No.9 of the Annexure to the Auditors Report:
The Company is in the process of depositing dues with respect to
certain cases of income tax and sales tax with appropriate authorities.
Board Committees:
In Compliance with both the mandatory and non-mandatory requirements
under the Listing Agreement and the applicable laws, the Board has
constituted the following committees:
(I) Audit Committee
(ii) Shareholders/ Investor Grievance Committee
(iii) Remuneration Committee
(iv) Investment Committee
Change of Name and Objects:
During the year under review, the Company changed its name from SUDAR
GARMENTS LIMITED to SUDAR INDUSTRIES LIMITED and also changed its
Objects Clauses by way of seeking approval of the Members through
Postal Ballot.
Corporate Governance:
Your Company is committed to good corporate governance, firmly believes
in and consistently follows good corporate governance practices,
leading to a very high level of transparency in accounting and
reporting to its shareholders. The Company has adopted a code of
Conduct for the Board and the Senior Management. A report on the
Corporate Governance and a certificate from the Auditors of the Company
forms part of the Annual Report. The Company has fully complied with
the Corporate Governance practices specified under the Listing
Agreement with Stock Exchanges.
Management's Discussion and Analysis:
A detailed review of operations, performance and future outlook of the
Company is given separately under the head "Management's Discussion and
AnalysisÃ.
Listing of Shares:
The shares of the Company are listed on the National Stock Exchange of
India Limited and Bombay Stock Exchange Limited. The Company has paid
the annual listing fees to the NSE and BSE for the year 2012-2013.
Holding / Subsidiary Company:
The Company does not have any Holding or Subsidiary Company during the
year under review.
Industrial Relations:
Industrial Relations remained cordial in the Company's Plant without
any disruption in manufacturing activities.
Acknowledgements:
Your directors would like to express their appreciation for the
assistance and co-operation received from bankers, govt. authorities,
customers, vendors during the year. Your directors also wishto thank
all employees, associates and business partners who have contributed
towards the success of the Company.
For and on behalf of the Board of Directors
Place: Navi Mumbai Murugan Muthiah Thevar Venketraman Nadar
Date:01/09/2012 Chairman & Managing Director Dy. Managing Director
Mar 31, 2010
The Directors are pleased to present the Ninth Annual Report of
Company together with the Audited Statement of Accounts and the
Auditors Report of your company for the financial year ended, 31st
March, 2010. The summarized financial results for the year ended 31st
March, 2010 are as under:
Financial Performance
This fiscal has been an exiting year in terms of growth and
profitability. We are confident that this change will enable us to
maintain our growth trajectory in to future. The financial highlights
for the previous year as given below:
Particulars For the Financial Year For the Financial Year
ended 31st March, 2010 Ended 31st March 2009
(Rs. In Lacs) (Rs. In Lacs)
Sales & Other
Income 5407.28 2089.94
Profit before
interest, 913.77 292.35
depreciation and tax
Less: Depreciation 105.91 49.82
Less: Interest 163.59 152.44
Add/Less: Excess
provision (0.52) 1.49
Net Profit/ (Loss)
Before Tax 643775 9159
Less Provision for Tax 181.24 30.62
Less : Deferred
Income Tax
Fringe Benefit Tax 7.75 0.33
Profit/ (Loss)
after Tax 424.76 60.64
Add : Profit/
(Loss) brought 101.98 41.34
forward
Balance Carried
over to 526.74 101.98
Balance Sheet
Review of Operation
During the year under review, the Company achieved turnover of
Rs.5286.64 Lacs in the as against Rs.2069.44 Lacs in previous year i.e.
increase by 155.46% for the corresponding previous year. The Net Profit
after Tax to the tune of Rs.424.76 lacs as against Net Profit to the
tune of Rs. 60.64 lacs for the corresponding previous financial year
i.e increase of 600.46% for the corresponding previous year.
Future Outlook
Your Directors are in process of expanding and diversifying the
operations of the business. With regards to the same, Company needs
financial resources for setting up the new advanced machineries and
future plans for expansion and diversification. Thus, keeping in view
the long term funds requirement of the company, the Directors propose
to raise the fund through the issue of shares by the route of Initial
Public Offering (IPO).
Dividend
In order to plough back the profit and strengthen the reserves, your
Directors do not recommend any dividend for the year ended 31st March,
2010.
Bonus Issue of Shares
During the year under review. The Company has made a bonus issue of
four equity share for every equity share held by the shareholders of
the company and necessary resolution had been passed in extra ordinary
general meeting of the company held on 15th March, 2010. Record date
for the purpose of the bonus Issue was 15th March, 2010.
Directors
During the year, Mr. Deepak B. Shenoy was inducted as an additional
director of the Company w.e.f. 20th January, 2010 under section 260 of
the Companies Act, 1956 and subject to the Articles of Association of
the Company will hold office upto the ensuing Annual General Meeting of
the Company.
Company propose to appoint Mr. Murugan Muthaiah Thevar, Director of the
Company as Chairman & Managing Director of the Company w.e.f 01st
April, 2010 in the Shareholders meeting.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act. 1956 the Board of
Directors of the Company confirms that-
1. In preparation of the Annual Accounts for the financial year
2009-10, the applicable accounting standards have been followed.
2. The Directors had selected such Accounting Policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
Disclosures under Section 217(1)(d) of the Companies Act, 1956
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and date of this report.
Particulars of Employees
There is no employee in the Company whose particulars are required to
be given under section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended.
Deposits
During the year under review, Company has not accepted any deposits
from the Public within the meaning of the provisions of Section 58A of
the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975.
Name Change
Company has been issued fresh certificate of Incorporation consequent
upon change of name upon conversion to Public Limited Company by the
Registrar of Companies, Mumbai, Maharashtra. With effect from 18th
February, 2010 the name of Company has been change from SUDAR GARMENTS
PRIVATE LIMITED to SUDAR GARMENTS LIMITED.
Subsidiary Companies
The Company has no Subsidiary Company.
Auditors
M/s. Suresh Hegde & Company. Chartered Accountants has given consent
for their reappointment as a statutory auditor of the Company subject
to member approval in the Annual General Meeting.
Auditors Report
The obse vations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required under the provisions of Section 217(1)(e)
of the Companies Act, 1956 in respect of conservation of energy and
technology absorption apply to the Company and details of the same
attached herewith.
Further during the year under review, the Company has neither earned
nor used any foreign exchange.
Acknowledgements
The Director sincerely appreciates the contributions made by all the
employees, associates and business partners who have contributed
towards the success of the Company. The Directors place on record their
gratitude for the continuing support of Shareholders, bankers and
Business associates at all levels.
For and on behalf of the Board
(Murugan Muthaiah Thevar)
Chairman & Managing Director
Date: 16/04/2010
Place: Navi Mumbai
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