Home  »  Company  »  Sundaram Fasten.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Sundram Fasteners Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Fifty second Annual Report together with the audited financial statements for the year ended 31st March 2015.

FINANCIAL RESULTS Rs. lakhs

2014-15 2013-14

Revenue from Operations 238,576.58 202,227.62

Other Income 2,335.50 4,871.94

Total Revenue 240,912.08 207,099.56

Total expenditure 205,233.41 176,616.03

Gross Profit before interest, depreciation and taxes 35,678.67 30,483.53

Less: Interest 2,137.81 3,074.08

Exchange Losses / (Gains) 6,000.79 2,783.42

Depreciation 8,831.50 7,636.73

Profit before Exceptional items and taxes 18,708.57 16,989.30

Exceptional items (1,000.00) (1,000.00)

Profit Before Tax 17,708.57 15,989.30

Less: Provision for tax 4,176.33 3,900.07

Profit after Tax 13,532.24 12,089.23

Add: Balance brought forward 7,958.04 7,352.56

Balance available for appropriation 21,490.28 19,441.79

Appropriations

Interim Dividends 3,677.25 3,572.18

Tax on Interim Dividends 494.98 411.57

Transfer to General Reserve - 7,500.00

Balance carried forward 17,318.05 7,958.04

21,490.28 19,441.79

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the financial year ended on 31st March, 2015.

DIVIDEND

The Directors have decided to pay a Second Interim Dividend of Rs. 0.90 per share of face value of Rs. 1 each out of the surplus in profit and loss account, which together with the interim dividend of Re 0.85 declared and paid earlier, would amount to a total dividend for the year of Rs. 1.75 per share of Rs. 1 each. Dividend disbursed amounts to Rs. 4,172.23 lakhs inclusive of dividend distribution tax. Second interim dividend will absorb a total amount of Rs. 2,039.55 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statements of the Company and its subsidiaries also form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.sundram.com. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with a certificate from the Company's auditors confirming the compliance of conditions of Corporate Governance is attached to this report. Management Discussion and Analysis detailing the state of the company's affairs is also attached to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the company's Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with regard to independent directors and women directors.

Sri B Muthuraman was appointed as a non-executive independent director not liable to retire by rotation for a period of five consecutive years from 16th April, 2015 to 15th April, 2020, through Postal Ballot process.

Sri Venu Srinivasan, Director of the company is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. Necessary resolution for his re-appointment is being placed for approval of the members at the AGM. The board, therefore, recommends his re-appointment as a director of the company. A brief resume of him and other relevant information have been furnished in the notice convening the AGM.

In terms of Section 203 of the Companies Act, 2013, Sri Suresh Krishna, Chairman and Managing Director, Ms Arathi Krishna, Joint Managing Director, Ms Arundathi Krishna, Deputy Managing Director and Sri V G Jaganathan, Chief Financial Officer & Company Secretary were recognised as Key Managerial Personnel at the Board Meeting held on 30th May, 2014.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All the independent directors have submitted a declaration as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6).

EXTRACT OF ANNUAL RETURN

An extract of annual return in Form MGT-9 is annexed herewith as Annexure - I.

BOARD MEETINGS

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings.

There were four Board Meetings during the year ended 31st March 2015, which were on 30th May 2014, 7th August 2014, 6th November 2014 and 4th February 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed.

b) they had selected appropriate accounting policies and applied them consistently, and made judgments and estimates that have been made 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 of the Company for 31st March 2015.

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

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

e) they had laid down the internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

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

NOMINATION AND REMUNERATION POLICY

(I) Criteria for Determining Qualifications, Positive Attributes & Independence of Director

1. Qualifications of Independent Director:

An independent director shall be a person of eminence, standing and knowledge with significant achievements in business, professions and/or public service or professional practice and desirable to have industry experience in which the company operates. An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company's business.

2. Positive attributes of Independent Directors:

Nomination and Remuneration Committee shall take into account the following positive attributes while recommending the appointment of independent director.

a) To demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

b) Continuously update their knowledge and skills with the latest developments in the automobile industry, market conditions and applicable legal provisions.

c) Ability and willingness to devote sufficient time and attention to the Company's business and discharge their responsibilities.

d) Ability to bring an independent judgment to the Board's deliberations especially on issues of strategy, performance, risk management, key appointments and standards of conduct.

e) Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.

f) To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees

g) Assist the company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement concerning independence of directors as may be specified from time to time.

(II) Remuneration Policy for Directors, Key Managerial Personnel and other employees

A. NON-EXECUTIVE DIRECTORS

Sitting Fees

Non-executive Directors will be entitled to sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time within the limits prescribed under the Act. The sitting fees presently paid to the Non-Executive Independent Director is Rs. 50,000/- per meeting of the Board and Rs. 20,000/- per meeting of any Committee of the Board or separate meeting of independent directors thereof.

Reimbursement of expenses

Non-executive Directors will be entitled to reimbursement of expenses incurred in connection with attending the Board meetings, Board Committee meetings, meeting of independent directors, general meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses.

B. MANAGING DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The following will be the guiding factors with respect to remuneration to Managing Director(s), Key Managerial Personnel and other employees.

a) The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent.

b) The Remuneration to Managing Director shall take into account the Company's overall performance, Managing Directors' contribution for the same and trends in the industry in general, in a manner which will ensure and support a high performance culture.

c) As the company does not have any stock options such instruments do not form part of his remuneration package.

d) The remuneration and commission to be paid to the Managing Director shall be in accordance with the percentage / limits / conditions laid down in the Companies Act, 2013.

e) Remuneration to Key Managerial Personnel and Senior Management personnel will have a balance between fixed and incentive pay reflecting both short and long term performance objectives appropriate to the working of the Company and its goals and objectives. Such remuneration will generally comprise of fixed pay, performance pay, perquisites, provision of car and other work related benefits, Directors & Officers' Liability Insurance Policy (D&O Policy)

f) The Remuneration to the key managerial personnel and other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

POLICY ON BOARD DIVERSITY

In terms of Clause 49(IV) of the Listing agreement, the Nomination and Remuneration Committee has framed a Policy on Board diversity appropriate to the business requirements of the Company, which inter-alia specifies optimum combination of Executive Directors, Non-Executive Directors and Independent Directors, the recommendatory requirement for each of the directors to possess functional diversity and role of NRC to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 9, 10 & 18 and 29 under Note 31 to the standalone financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All contracts arrangements / transactions with related parties are on arms' length basis and in the ordinary course of business. There was no material related party contracts during the year on an arms' length basis. Form AOC-2 as required under Section 134 (3)(h) is enclosed as Annexure - II to this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Act read with Companies (Accounts) Rules, 2014 enclosed as

Annexure - III.

RISK MANAGEMENT

The Company faces diverse risks in terms of downturn in economy, input prices, reputation, interest rates, foreign exchange, information systems, etc. The auto component industry has been operating in a challenging environment due to weakness in the economy in general and in particular automotive industry. The Company manages its risks in the following manner:- a) exercising prudence while incurring capital expenditure or outlays on new projects

b) entering into long term contracts with customers to underwrite the capacities created

c) determination of product prices after engineering studies

d) adoption of a diversified business model in terms of products, market segments, geography and customers to ensure that Company is able to withstand any instability in the entire business eco-system

e) judicious approach to proportionate sourcing of inputs from indigenous and overseas markets in order to take advantage of commodity prices and exchange rate movements

f) analysing credit risks through market feedbacks

g) management of interest rate risks through a combination of loan products, tenor of financing and currency denomination

h) monitoring, reviewing and hedging foreign exchange risks in accordance with the risk management policy

All the aforesaid risks are managed through continuous review of business parameters on a regular basis by the management. Insurable risks are analysed and insurance policies are taken to protect the company's interests. The Board of Directors are also informed periodically of the risks and concerns. Corrective actions and mitigation measures are taken as and when needed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND IMPLEMENTATION

The Company has undertaken activities as per the CSR Policy (available on the Company's website http://www.sundram.com/investors.php and the Annual report on CSR activities is enclosed vide Annexure - IV forming part of this report.

BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) has laid down the criteria for performance evaluation of independent directors and other directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation cover the areas relevant to their functioning as independent directors or other directors, member of Board or Committees of the Board.

Evaluation of all Board members is done by the Board, NRC and Independent Directors on an annual basis with specific focus on the performance and effective functioning of the Board and individual directors. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board. The exercise was carried out through an evaluation process covering various aspects of the Boards' functioning such as composition of the Board and committees, frequency of meetings, administration of meeting, flow of information to the board, experience and competencies, performance of specific duties and obligations, disclosure of information to stakeholders, etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and independent judgement. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is given along with Financial Statement in Form AOC-1.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Sundram Fasteners Investments Limited (SFIL), a wholly-owned subsidiary of the company was holding 49.93% of equity share capital of TVS Infotech Limited. During the year, SFIL subscribed to additional equity shares of TVS Infotech Limited (an associate company) and consequently TVS Infotech Limited has become a subsidiary of SFIL. SFIL has 62.27% equity stake in TVS Infotech Limited. Thus, TVS Infotech Limited has become a subsidiary of SFIL, and consequently a step-down subsidiary of the Company. TVS Infotech Limited holds 100% equity stake in TVS Infotech Inc., Michigan, USA. Accordingly, TVS Infotech Inc., Michigan, USA has also become a step-down subsidiary of SFIL and of the company. TVS Infotech Limited (an unlisted company) is engaged in information technology business providing enterprise solutions for core industries like manufacturing, automotive and distribution.

Sundram RBI Sdn. Bhd., Malaysia (wholly owned subsidiary) has ceased operations during the year.

The Board of Directors of Sundram International Inc. (wholly owned subsidiary) has approved a plan for discontinuance of its operations.

Except for the details given above, no other company has become or ceased to be Company's subsidiary, joint venture or associate company during the financial year.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date.

REGULATORY / COURT ORDERS

During the year 2014-2015, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROLS

The Company maintains all its financial records in SAP System and all financial transaction flow and approvals are routed through SAP. The Company has in-house internal audit team to observe the effective functioning of internal financial controls and check whether the financial transaction flow in the organisation is being done based on the approved policies of the Company. During every quarter, internal auditor presents the internal audit report and management comments on the internal audit observations. Further, the Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Material Subsidiary Policy for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL

The statement of particulars of Appointment and Remuneration of Key Managerial Personnel as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure V forming part of this report.

STATEMENT UNDER RULE 5 (2) AND (3) OF THE COMPANIES APPOINTMENT AND REMUNERATION RULES, 2014

In terms of first proviso to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to all the shareholders of the Company excluding the statement prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours, till the conclusion of Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Board of Directors have appointed M/s. S Krishnamurthy & Co., Company Secretaries, Chennai as the Secretarial Auditor of the Company for the financial year 2014-2015. Secretarial Audit Report issued by Sri K Sriram, Practising Company Secretary (CP No.2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai in Form MR-3 is enclosed vide Annexure VI and forms part of this report.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai,(Registration No. 004207S with the Institute of Chartered Accountants of India), were appointed as Auditors of the Company at the fifty first annual general meeting of the company for a consecutive period of three years commencing from 22nd September, 2014. The Company has received a certificate from the statutory auditors to the effect that ratification of their appointment, if made, would be in compliance with the requirements of the Companies Act, 2013 and the rules made thereunder. Accordingly, the Board of Directors propose to ratify their appointment as Auditors of the Company for the second consecutive year (within the term of three consecutive years approved by the shareholders at the Fifty First Annual General Meeting held on 22nd September, 2014).

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost records and audits) Rules, 2014, as amended, the Board of Directors had appointed Sri P Raju Iyer, Practising Cost Accountant (Membership No.6987) as Cost Auditor for the financial year 2015-2016. The audit committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. The Company has also received necessary certificate under Section 141 of the Act conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act.

AUDIT COMMITTEE

The Audit Committee consists of Sri R Srinivasan, Sri V Narayanan and Sri R Ramakrishnan, all non-executive independent Directors of the Company, with Sri R Srinivasan as its Chairman.

The Audit Committee met four times during the year on 30th May 2014, 7th August 2014, 6th November, 2014 and 4th February, 2015. All the members attended the meeting.

The role and terms of reference of Audit Committee cover the matters specified for Audit Committees under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Board of Directors of the Company has formulated an effective Whistle Blower Policy (Vigil Mechanism) enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, if any, reporting of concerns by directors and employees about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy or any other genuine concerns or grievances, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairman of the audit committee. No communication from any employee of the company under the whistle blower policy was received during the year.

DELISTING OF SHARES FROM MADRAS STOCK EXCHANGE

Consequent to voluntary de-recognition of Madras Stock Exchange Limited (MSE) in terms of the circular dated 30th May 2012 issued by Securities and Exchange Board of India and in furtherance to the Company's application for voluntary delisting of equity shares from MSE, MSE on 29th December, 2014, had informed that the equity shares of the Company have been delisted from their exchange with effect from that date.

INDUSTRIAL RELATIONS

Industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

ACKNOWLEDGMENT

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary. The Directors wish to thank the Company's bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, employees for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 29, 2015 Chairman and Managing Director


Mar 31, 2014

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

The Directors are pleased to present the Fifty first Annual Report together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS Rs lakhs 2013-14 2012-13

Revenue from Operations 202,227.62 206,941.67

Other Income 4,871.94 2,630.12

Total Revenue 207,099.56 209,571.79

Gross Profit before interest, depreciation and taxes 30,483.53 28,363.33

Less : Interest ` 3,074.08 4,108.75

Exchange Losses / (Gains) 2,783.42 4,026.54

Depreciation 7,636.73 7,161.54

Profit before Exceptional Items and taxes 16,989.30 13,066.50

Exceptional items (1,000.00) 127.80

Profit Before Tax 15,989.30 13,194.30

Less: Provision for tax 3,900.07 3,688.05

Profit after tax 12,089.23 9,506.25

Add: Balance brought forward 7,352.56 6,269.74

Balance available for appropriation 19,441.79 15,775.99 Appropriations

Interim Dividends 3,572.18 2,941.80

Tax on Interim Dividends 411.57 481.63

Transfer to General Reserve 7,500.00 5,000.00

Balance carried forward 7,958.04 7,352.56

19,441.79 15,775.99

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs 2071.00 Crores for the year ended March 31, 2014 as against Rs 2095.72 Crores achieved during the previous year. The export sale was at Rs 760.75 Crores as against Rs 678.25 Crores in the previous year. The Profit after tax was at Rs 120.89 Crores as against Rs 95.06 Crores in the previous year. The Company continues to be a net foreign exchange earner for the seventeenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Re 1.00 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.70 declared and paid earlier would amount to a total dividend for the year of Rs 1.70 per share of Re 1 each. Dividend disbursed amounted to Rs 1,470.90 lakhs. Second Interim Dividend will absorb a total amount of Rs 2,101.28 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No.5/12/ 2007-CL-III dated February 8, 2011. Accordingly, the Company has presented in this Report, the consolidated financial statements of the holding Company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance Sheet the information required to be provided as per

the aforesaid notification dated February 8, 2011. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

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

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 of the Company for that period.

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

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

DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the company''s board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive independent directors, namely Sri V Narayanan, Sri R Srinivasan, Sri R Ramakrishnan, Sri C V Karthik Narayanan, and Sri M Raghupathy.

In terms of Section 149(10) read with Section 149(5) of the Companies Act, 2013 it is proposed to appoint them as independent directors for the respective periods specified in the notice of the annual general meeting.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Companies Act, 2013, two-third of the total number of directors i.e. excluding independent directors, are liable to retire by rotation and out of which, one-third is liable to retire by rotation at every annual general meeting. Accordingly, Ms Arathi Krishna, Director of the company, becomes liable to retire by rotation, at the ensuing AGM, and being eligible, offers herself for re-appointment.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the notice convening the AGM. Necessary resolutions for their appointment / re-appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the company.

AUDITORS STATUTORY AUDITOR

As per the provisions of Section 139(1) and (2) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014 M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (who were earlier appointed as statutory auditors of the company, at the annual general meeting held on 23rd August, 2013) are eligible to be appointed for the period of three years, subject to ratification every year in the Annual General Meeting.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. Their eligibility criteria were reviewed by the audit committee and board, as specified under Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above mentioned period.

SECRETARIAL AUDITOR

In terms of under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the company and to provide a report in this regard.

Accordingly, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai have been appointed as Secretarial Auditor for carrying out the secretarial audit for the financial year 2014-2015.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited. The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company''s bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA May 30, 2014 Chairman & Managing Director


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors are pleased to present the Fiftieth Annual Report together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS Rs lakhs

2012-13 2011-12

Revenue from Operations 206,941.67 214,663.52

Other Income 2,630.12 1,807.43

Total Revenue 209,571.79 216,470.95

Gross Profit before interest, depreciation and taxes 28,363.33 31,315.75

Less : Interest 4,108.75 3,490.26

Exchange Losses/(Gains) 4,026.54 5,729.74

Depreciation 7,161.54 6,361.31

Profit before Exceptional Items and taxes 13,066.50 15,734.45

Exceptional items 127.80 -

Profit before tax 13,194.30 15,734.45

Less : Provision for tax 3,688.05 4,474.58

Profit after tax 9,506.25 11,259.87

Add : Balance brought forward 6,269.74 3,418.72

Balance available for appropriation 15,775.99 14,678.59

Appropriations

Interim Dividends 2,941.80 2,941.80

Tax on Interim Dividends 481.63 467.05

Transfer to General Reserve 5,000.00 5,000.00

Balance carried forward 7,352.56 6,269.74

15,775.99 14,678.59

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs 2,095.72 Crores for the year ended March 31, 2013 as against Rs 2,164.71 Crores achieved during the previous year. The export sale was at Rs 678.25 Crores as against Rs 645.88 Crores in the previous year. The Profit after tax was at Rs 95.06 Crores as against Rs 112.60 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the sixteenth year in succession.

DIVIDEND

The Directors have decided to pay a Second Interim Dividend of Re 0.80 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.60 declared and paid earlier would amount to a total dividend for the year of Rs 1.40 per share of Re 1 each. Dividend disbursed amounted to Rs 1,260.77 lakhs. Second Interim Dividend will absorb a total amount of Rs 1,681.03 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No.5/12/2007-CL-III dated February 8, 2011. Accordingly the Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance Sheet the information required to be provided as per the aforesaid notification dated February 8, 2011. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

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

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 of the Company for that period.

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

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

DIRECTORS

Sri V Narayanan, Director and Sri R Ramakrishnan, Director retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

COST AUDITOR

Pursuant to Section 233B(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, re-appointed Sri P Raju Iyer, a Cost Accountant, as Cost Auditor of the Company for the Financial Year ending 31st March 2014.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company''s bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 30, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Forty Ninth Annual Report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS Rs lakhs

2011-12 2010-11

Revenue from Operations 214,663.52 181,071.66

Other Income 1,807.43 436.75

Total Revenue 216,470.95 181,508.41

Gross Profit before interest, depreciation and taxes 31,315.75 23,444.97

Less : Interest ' 3,490.26 2,697.79

Exchange Losses/(Gains) 5,729.74 868.95

Depreciation 6,361.31 5,453.72

15,581.31 9,020.46

Profit before taxes 15,734.45 14,424.51

Less : Provision for tax 4,474.58 3,881.94

Profit after tax 11,259.87 10,542.57

Add : Balance brought forward 3,418.72 2,939.21

Balance available for appropriation 14,678.59 13,481.78

Appropriations

Interim Dividends 2,941.80 2,626.61

Tax on Interim Dividends 467.05 436.45

Transfer to General Reserve 5,000.00 7,000.00

Balance carried forward 6,269.74 3,418.72

14,678.59 13,481.78

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs.2164.71 Crores for the year ended March 31, 2012 as against Rs 1815.08 Crores achieved during the previous year. The export sale was at Rs 645.88 Crores as against Rs 479.35 Crores in the previous year. The Profit after tax was higher at Rs 112.60 Crores as against Rs 105.43 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the fifteenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Re 0.80 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.60 declared and paid earlier would amount to a total dividend for the year of Rs 1.40 per share of Re 1 each. Dividend disbursed amounted to Rs 1260.77 lakhs. Second Interim Dividend will absorb a total amount of Rs 1681.03 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS

As required by Accounting Standard - AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007-CL-III dated February 8, 2011. Accordingly the Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance sheet the information required to be provided as per the aforesaid notification dated February 8, 2011. The company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

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

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

COST AUDITOR

Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, appointed Sri P Raju Iyer, a Cost Accountant, as Cost Auditor of the Company for the Financial year ended 31st March 2012.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that :

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 of the Company for that period.

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

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

DIRECTORS

Sri K Ramesh, Director and Sri R Srinivasan, Director retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company's bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA

May 28, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Forty Eighth Annual Report together with the audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS Rs lakhs

2010-11 2009-10

Sales - Domestic (including excise duty) 146,451.86 108,977.92

Less: Excise Duty 13,642.02 8,807.15

132,809.84 100,170.77

Exports 48,029.36 33,215.29

Net Sales 180,839.40 133,386.06

Gross Profit before interest, depreciation,

extra-ordinary items and taxes 22,844.28 17,032.74

Less: Interest 2,097.10 2,548.25

Exchange Losses/(Gains) 868.95 (1,048.62)

Depreciation 5,453.72 8,419.77 4,748.40 6,248.03

Profit before extra-ordinary items and tax 14,424.51 10,784.71

Less : Provision for taxation including earlier years 3,881.94 3,283.38

Profit after tax 10,542.57 7,501.33

Add : Balance brought forward 2,939.21 2,646.38

13,481.78 10,147.71

Appropriations

Interim Dividends 2,626.61 1,891.15

Tax on Interim Dividends 436.45 317.35

Transfer to General Reserve 7,000.00 5,000.00

Balance carried forward 3,418.72 2,939.21

13,481.78 10,147.71

SALES & PROFITS

The Company recorded total Net Sales and other income of Rs.1813.10 Crores for the year ended March 31, 2011 as against Rs.1336.60 Crores achieved during the previous year. The export sale was at Rs.480.30 Crores as against Rs.332.15 Crores in the previous year. The Profit after tax was higher at Rs.105.43 Crores as against Rs.75.01 Crores in the previous year.

The Company continues to be a net foreign exchange earner for the fourteenth year in succession.

DIVIDEND

The Directors have decided to pay as Second Interim Dividend of Re 0.70 per Share of face value of Re 1 each, which together with the Interim Dividend of Re 0.55 per Share of face value of Re 1 each declared and paid earlier would amount to a total dividend for the year of Rs.1.25 per share of Re 1 each. Dividend disbursed amounted to Rs 1155.71 lakhs. Second Interim Dividend will absorb a total amount of Rs 1470.90 lakhs. The Directors do not recommend any final dividend.

CONSOLIDATED FINANCIALS AND STATUTORY STATEMENTS

As required by Accounting Standard -AS 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements of the Company and its Subsidiaries are attached.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007-CL-l 11 dated February 8, 2011. Accordingly the Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance sheet the information requied to be provided as per the aforesaid notification dated February 8,2011. The company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Office of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

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

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given in the Annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Act, the Reprot and accounts are being sent to the Members excluding the aforesaid Annexure. Interested Members may write to the Company Secretary, at the Registered Office of the Company, for obtaining a copy of the said Annexure.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

1) in the preparation of annual accounts, the applicable accounting standards have been followed.

2) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 of the Company for that period.

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

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

DIRECTORS

Sri Venu Srinivasan, Director, Sri C.V. Karthik Narayanan, Director and Sri M. Raghupathy, Director, retire from the Board by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The industrial relations continued to remain congenial during the current year. The Directors thank the employees for their contribution to the progress of the Company.

GENERAL

The Directors wish to thank the Chinese Authorities, Officers of Haiyan County, Jiaxin City, Zhejiang province, Chinese tax and other administrative authorities for the support extended to Sundram Fasteners (Zhejiang) Limited.

The Directors wish to thank One North East, the Regional Development Authority for Cramlington, United Kingdom for the continued support extended to the Subsidiary.

The Directors wish to thank the Company's bankers, State Electricity Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand, customers and vendors, for all the assistance rendered by them from time to time.

On behalf of the Board

Chennai SURESH KRISHNA May 30, 2011 Chairman & Managing Director

 
Subscribe now to get personal finance updates in your inbox!