Directors Report of Sangam (India) Ltd.
Mar 31, 2023
Board''s Report
To the Members
The Board of Directors present the 37th Annual Report of the Company together with the Audited Standalone and Consolidated
Financial Statements for the Financial Year ended 31st March, 2023.
The highlights of the Companyâs financial performance, for the year ended is summarised below:
|
Particulars |
Standalone |
Consolidated |
||
|
Current Year |
Previous Year |
Current Year |
Previous Year |
|
|
Revenue from Operations |
2,715.30 |
2,437.76 |
2,712.30 |
2,437.76 |
|
Profit before Tax & Depreciation after Exceptional items |
239.66 |
254.71 |
239.05 |
254.43 |
|
Depreciation |
78.17 |
70.34 |
79.39 |
70.34 |
|
Profit before Tax |
161.49 |
184.37 |
159.66 |
184.09 |
|
Tax Expense |
||||
|
Current Tax |
39.20 |
53.04 |
39.20 |
53.04 |
|
Deferred Tax |
(5.63) |
(13.89) |
(3.46) |
(13.89) |
|
Tax Expense for Earlier Years |
(6.62) |
4.29 |
(6.62) |
4.29 |
|
Profit for the year |
134.54 |
140.22 |
130.54 |
139.94 |
OPERATIONAL RESULTS AND STATE OF AFFAIRS
Standalone
The Companyâs Revenue from Operations during 2022-23 is
'' 2,715.30 Crore as against '' 2,437.76 Crore during previous year.
The Profit before depreciation and tax (PBDT) is '' 239.66
Crore during 2021-2022 as against '' 254.71 Crore in
previous year. The Net Profit after tax of the Company is
'' 134.54 Crore in the current year as against '' 140.22 Crore
in previous year.
Consolidated
The Company Revenue from Operations during 2022-23 is
'' 2,712.30 Crore as against '' 2,437.76 Crore during previous
year. The Net Profit after tax of the Company is '' 130.54 Crore
in the current year as against '' 139.94 Crore in previous year.
During the year, the Companyâs had export revenue of
'' 757 Crore as against '' 921 Crore in previous year. The exports
constituted about 28% of the total revenue of the Company.
EXPANSION PROGRAM
SPINNING DIVISION
The Companyâs has expanded the projects phase II for
installation of 32,832 spindles for manufacturing of Cotton
yarn at Spinning Unit-II, Village Sareri Bhilwara (Raj.) having
total outlay of '' 138 Crore. The production capacity of
expansion projects phase II is 10,500 metric tons per annum.
The Company has expanded the project for installation of
81 looms for manufacture of denim fabrics at Denim Unit,
Village Biliya Kalan, Bhilwara (Raj.) having total outlay of
'' 180 Crore.
Sangam Ventures Limited (a Wholly Owned Subsidiary
Company) has expanded the projects for installation of 106
Circular Knitting Machines for manufacturing of Seamless
Garments at Village Atun, Chittorgarh Road, Bhilwara,
Rajasthan having total outlay of '' 157 Crore. The partial
commercial production and sales is started in the month of
April, 2022.
The Company has expanded and modernise program of
its weaving and processing units situated at Village Atun,
Chittorgarh Road, Bhilwara (Raj.) having total outlay of
'' 108 Crore. Due to this capacity of fabric production shall
be increased by 15.00 Lakhs Meters / Month will lead to total
capacity of 40.00 Lakhs Meters / Month.
The Board of Directors of the Company has not proposed
to transfer any amount to General Reserve of the Company
during the period under review.
The Board of Directors is pleased to recommend a dividend
of '' 2/- per Equity Share of the face value of '' 10/- each
(@20%) for the 2022-23, subject to the approval of the
shareholders at the ensuing Annual General Meeting.
The paid-up share capital of your company increased by
'' 4,342.15 to '' 4,504.65 Lakhs during the year under review.
The Board of Directors of the Company allotted 11,25,000
equity shares as sweat equity on 01st August, 2022 to the
persons belonging to the promoter and promoter group. The
issue of sweat equity shares was approved by shareholders
of the Company in Extra-Ordinary General meeting held on
16th July, 2022.
During the period under review, 5,00,000 Warrants has been
converted into equal number of Equity Shares of '' 10/- each
at a premium of '' 170/- per share on 28th September, 2022
to non-promoter.
The sweat equity shares and Equity shares issued by
conversion of warrants have been listed with NSE & BSE
during the year under review.
During the year under review, the shareholders of the Company
has approved the Sangam (India) Limited Employees Stock
Option Scheme- 2022 (ESOP Scheme, 2022) in the Extra¬
Ordinary General Meeting held on 16th July, 2022. The pool
of the ESOP Scheme is 10,00,000 Options which shall be
convertible into equal number of shares.
During the year, the Company has granted 4,27,500 (Four
Lakhs Twenty Seven Thousand Five Hundred) Stock Options
under Sangam (India) Limited Employees Stock Option
Scheme- 2022. to the eligible employees of the Company,
its Group Company including its Subsidiary Company. The
Sangam (India) Limited Employees Stock Option Scheme-
2022 is in compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
The ESOP Scheme of the Company has been implemented
in accordance with SEBI (Share Based Employee Benefits&
Sweat Equity) Regulations, 2021 and the resolutions passed
by the shareholders approving the said plan. A certificate
from the Secretarial Auditor of the Company in this regard
would be available at the Annual General Meeting for the
inspection by the Members.
The weblink of the Disclosure with respect to ''Sangam
(India) Limited Employees Stock Option Scheme 2022â of the
Company in pursuant to Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 as per Part-F of
Schedule-I of the said regulations is https://sangamgroup.
com/financials/Handbook/esopdisclosure.pdf.
The Board of Directors proposed to increase the Pool of the
Scheme to 22,50,000 (Twenty Two Lakhs Fifty Thousand)
Options which shall be convertible into equal number
of shares and other amendments for approval of the
Shareholders in this Annual General Meeting.
WHOLLY OWNED SUBSIDIARY COMPANY
The Company has one Wholly Owned Subsidiary viz.,
Sangam Ventures Limited ("SVL"). The Subsidiary company
is undergoing to setup a world class plant for seamless
garments in various blends such as polyamide, spandex,
polypropylene and natural fibres and to enhance the
product range of the company.
In accordance with Section 129(3) of the Companies Act,
2013 ("Act"), the company has prepared a Consolidated
Financial Statements of the company and its subsidiary,
which is forming part of the Annual Report. In accordance
with Section 136 of the Companies Act, 2013, the Audited
Financial Statements including Consolidated Financial
statements, auditorsâ report and every other document
and related information of the company, wherever
applicable, are available on the companyâs website www.
sangamgroup.com.
The Statement containing salient features of the financial
statement of Subsidiaries/Associate Companies/Joint
Ventures (Pursuant to first proviso to sub-section (3) of
section 129 read with rule 5 of Companies (Accounts) Rules,
2014 is annexed as Annexure I.
The Company has adopted the policy for determining
material subsidiaries in term of Regulation 16(1)(c) of SEBI
(LODR) Regulations, 2015 as amended from time to time
and the policy may be accessed on the companyâs website
at weblink https://sangamgroup.com/financials/Policies/
Material%20Subsidiaries%20Policy.pdf.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements for the
Financial Year ended 31st March, 2023, based on the financial
statements received from Wholly Owned Subsidiary
Company as approved by its Board of Directors, have been
prepared in accordance with the applicable accounting
standards as prescribed under the Companies (Accounts)
Rules, 2014 and the Companies Act, 2013 ("the Act") and
forms an integral part of this Annual Report.
In accordance with the provisions of Sections 124, 125 and
other applicable provisions, if any, of the Companies Act, 2013
read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules")
(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), mandates the companies
to transfer the amount of dividend, which remained unclaimed,
for a period of seven years, from the unpaid dividend account
to the Investor Education and Protection Fund (IEPF). Further,
the Rules also mandate that all the shares in respect of which
dividend has not been paid or claimed for seven consecutive
years or more shall be transferred by the Company in the
name of IEPF.
During the years under review, the Company has transferred
the unclaimed dividend of '' 4,10,188 and 5,095 Equity
Shares to IEPF. The shareholders may note that both the
unclaimed dividend and corresponding shares, which has
been transferred to IEPF, including all benefits arising on
such shares, can be claimed from IEPF as per the procedure
provided under the applicable provisions of the Companies
Act, 2013.
The details of the unclaimed dividends and shares so
transferred have been uploaded in the Companyâs website
https://sangamgroup.com/investors-handbook/
During the year under review, the Company has neither
invited nor accepted any fixed deposits within the meaning
of Section 73 to 76 of the Companies Act, 2013 and rules
made thereunder.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees
given and securities covered under section 186 of the
Companies Act, 2013 form part of the notes to the Standalone
Financial Statements of the Company.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES
All related party transactions that were entered into during
the financial year were on armâs length basis, in the ordinary
course of business and were in compliance with the applicable
provisions of the Act and the SEBI (LODR) Regulations. There
are no material significant related party transactions made
by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons and their relatives
which may have a potential conflict with the interest of
the Company at large. Particulars of contracts or
arrangements with related parties referred to Section 188(1)
of the Act, in the prescribed form AOC-2 is annexed to the
Boardâs Report as Annexure II.
All related party transactions entered into during the financial
year were placed before the Audit Committee and the Board
of Directors for their review and approval. Prior omnibus
approval of the Audit Committee is obtained on an annual
basis for the transactions which are repetitive in nature and
omnibus approvals are taken as per the policy laid down
for unforeseen transactions. Related party transactions
entered into pursuant to the omnibus approval so granted
are placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms and
conditions of the transactions. There were no material
subsidiary companies as define in Regulation 16(1)(c) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Related party transactions entered during the financial
year under review are disclosed in Notes no. 53 to the
financial statements of the Company for the financial year
ended 31st March, 2023.
The policy on Related Party Transactions as approved by
the Board is available on the website of the Companyâs
at weblink: https://sangamgroup.com/financials/Policies/
RPT%20Policy.pdf
DIRECTOR AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 9 (Nine) members, of
which 5 (Five) are Independent Directors. The Board also
has one woman Independent Director.
In terms of the provisions of the Companies Act, 2013,
Shri. V. K. Sodani, Executive Director of the Company is liable
to retire by rotation and being eligible offers himself for
re-appointment at the ensuing Annual General Meeting. The
Nomination and Remuneration Committee and the Board
recommend his reappointment for the consideration of the
Members of the Company at the ensuing Annual General
Meeting.
Shri Sudhir Maheshwari has been appointed as Director
in category of Non- Executive Independent Director of
the Company w.e.f. 01st August, 2022 to hold office for a
term of 3 years. Dr. S.N. Modani, Managing Director and
Shri V. K. Sodani, Executive Director of the Company has
been re-appointed for a period of five years effective from
01st October, 2022 at the 36th Annual General Meeting.
The Key Managerial Personnel ("KMP") of your Company are
Shri R.P Soni, Chairman, Dr. S.N. Modani, Managing Director
& CEO, Shri V.K. Sodani, Executive Director, Shri Anurag Soni,
Director & CFO and Shri A.K. Jain, Company Secretary.
All Independent Directors have given declarations that they
meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16 (1)(b)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and confirmation that they have complied
with the Code of Independent Directors prescribed in the
Schedule IV of the Companies Act, 2013. The terms and
conditions for the appointment of the Independent Directors
are disclosed on the website of the Company.
NOMINATION AND REMUNERATION POLICY OF THE
COMPANY RELATING TO DIRECTORS'' APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR
DUTIES
The Nomination and Remuneration Policy has been in place
for the appointment of Directors and Senior Management
and fixation of their remuneration. The Nomination
and Remuneration Committee and Board reviewed the
performance of Board, its committee and all Individual
Directors of the Company and expressed its satisfaction
over the performance of them. The Independent Directors
in their separate meeting have reviewed the performance
of non-independent directors, Chairperson and Board as a
whole along with review of quality, quantity and timeliness
of flow of information between Board and management
and expressed their satisfaction over the same. The
Nomination and Remuneration Policy is available under
the link http://www.sangamgroup.com/financials/Policies/
Remuneration%20Policy.pdf
BOARD OF DIRECTORS AND MEETINGS
The members of the Companyâs Board of Directors are
eminent persons of proven competence and integrity.
Besides experience, strong financial acumen, strategic
astuteness and leadership qualities, they have a significant
degree of commitment towards the Company and devote
adequate time to the meetings and preparation for attending
the meetings.
The Board meets at regular intervals to discuss and decide
on Companyâs business policy and strategy apart from other
Board businesses. The Board exhibits strong operational
oversight with regular presentations in every quarterly meeting.
Seven meetings of the Board were held during the year. The
detail of meetings of the Board held during the year forms
part of the Corporate Governance Report.
The Company recognises and embraces the benefits of
having a diverse Board of Directors to enhance the quality of
its performance. the Company considers increasing diversity
at Board level as an essential element in maintaining a
competitive advantage in the complex business that it
operates. The identified key skills / expertise / competencies
of the Board and mapping with individual director are
provided in the ''Corporate Governance Reportâ, forms a part
of this Report.
The Composition of the Board and its committee has also
been given in the report on Corporate Governance.
The Board of Directors has devised proper systems and
processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (''ICSIâ) and that such systems were
adequate and operating effectively and the Company has
complied with all applicable Secretarial Standards during the
year under review.
The Audit Committee was constituted by the Board in
accordance with Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 i.e. Listing Regulations.
The composition, quorum, terms of reference, functions,
powers, roles and scope are in accordance with Section 177
of the Companies Act, 2013 and the provisions of Regulation
18 of the Listing Regulations, 2015. All the members of the
committee are financially literate and Mr. Achintya Karati,
Chairman of the Committee is an Independent Director and
possesses financial expertise.
The details regarding composition, terms of references,
powers, functions, scope, meetings and attendance of
members are included in Corporate Governance Report
which forms part of the Annual Report.
MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THIS REPORT
There are no material changes or commitments affecting
the financial position or business activities of the Company
between the end of the Financial Year and the date of this
Boardâs Report.
FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS
Your Company has formulated familiarisation program for
the Independent Directors to familiarise them with their
role, rights and responsibility as Directors, the working of
the Company, nature of the industry in which the Company
operates, business model of the Company etc. The details
of such familiarisation program is available on the website
of the Company at the weblink: http://www.sangamgroup.
com/financials/Policies/FP%20Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is committed to make a positive contribution
to communities where it operates. Pursuant to Section 135
of the Companies Act, 2013, the Company constituted CSR
committee and formulated CSR Policy as guiding principle
for undertaking CSR activities. the Companyâs vision on CSR
is that the Company being a responsible Corporate Citizen
would continue to make a serious endeavor for improvement
in quality of life and betterment of society through its CSR
related initiatives.
During the current year, the Company has spent '' 277.94
Lakhs on CSR activities. The disclosures of CSR activities
pursuant to Section 134(3) of the Companies Act, 2013 read
with Rule 9 of Companies (Corporate Social Responsibility)
Rules, 2014 is annexed as Annexure - III hereto and form
part of this report.
The Risk Management policy is formulated and implemented
by the Company in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The policy
aimed at creating and protecting shareholders value
by minimising threats and losses and identifying and
maximising opportunities. The risk management policy
defines the risk management approach across the enterprise
at various levels, including documentation and reporting.
The Board of Directors feel that adequate control systems
are the backbone of any Company. The Directors endeavour
to place adequate control systems commensurating
with the size of the Company to ensure that all assets are
properly safeguarded and that all the information provided
to the management is reliable and also the obligations of
the Company are properly adhered. The Directors inform
the members that in pursuit of strengthening internal
control systems, your Company has put in place a system
whereby all areas of the operations of the Company are
reviewed by the internal as well as external professionals
and independent audit firms. Your Company takes adequate
measures with respect to gaps, if any, reported.
M/s. R. Kabra & Co. LLP, Chartered Accountants (FRN:
104502W/W100721) and M/s O.P. Dad & Co., Chartered
Accountants (FRN: 002330C), the Statutory Auditors of the
Company audited the financial statements included in this
Annual Report and issued a report on the internal controls
over financial reporting (as defined in Section 143 of the
Companies Act, 2013).
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In pursuance of Section 177 (9) of the Companies Act, 2013
and the regulation 22 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and with the
objective of pursuing the business in a fair and transparent
manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour and to encourage
and protect the employees who wish to raise and report their
genuine concerns about any unethical behaviour, actual or
suspected fraud or violation of Companyâs Code of Conduct,
the Company has adopted a Whistle Blower Policy. The
policy has been disclosed on the website of the Company
under the link http://www.sangamgroup.com/financials/
Policies/Whistle%20Blower%20Policy.pdf
The functioning of the Vigil Mechanism is reviewed by the
Audit Committee from time to time. None of the Directors or
employees have been denied access to the Audit Committee
of the Board.
Your Company is committed to maintain the highest
standards of Corporate Governance and adheres to the
stipulations set out in the Listing Regulation and have
implemented all the prescribed requirements. The Corporate
Governance Report and Certificate from practicing company
secretaries confirming compliance of conditions as required
by Regulation 34(3) read with Part E of Schedule V of the
Listing Regulations form part of this Boardâs Report.
A declaration signed by the Managing Director in regard to
compliance with the Code of Conduct by the Board Members
and Senior Management personnel, also forms part of the
Annual Report.
In accordance with the provisions of Section 139, 142 and
other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Audit & Auditors) Rules,
2014, M/s. R. Kabra & Co. LLP Chartered Accountants (FRN:
104502W/W100721) for a first term and M/s O.P. Dad & Co.,
Chartered Accountants (FRN: 002330C) for second term
were appointed as the Statutory Auditors of the Company
for a period of five years to hold office from the conclusion
of the 36th Annual General Meeting of the Company held on
29th September, 2022 till the conclusion of the 41st Annual
General Meeting to be held in the year 2027.
As regards Auditors observations, the relevant notes on
account are self-explanatory and therefore, do not call
for any further comments. The Auditorsâ Report does not
contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your Company
has been carrying out audit of Cost Records every year. The
Board after considering the recommendations of its Audit
Committee has appointed M/s K.G. Goyal & Company, Cost
Accountants, Jaipur (Firm Registration No. 000017) as cost
auditors for the financial year 2023-24, subject to the approval
of the members at the ensuing Annual General Meeting.
The Cost accounts and records, as required to be maintained
under Section 148 (1) of the Companies Act, 2013, are duly
made and maintained by the Company.
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and rules made thereunder, M/s. B K Sharma
and Associates, Company Secretaries was appointed
as Secretarial Auditors to conduct secretarial audit of
the Company for the 2022-23. The Secretarial Audit
Report for the 2022-23 is attached as Annexure-IV. The
observations in the report are self-explanatory and therefore,
do not call for any further comments.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and
harassment-free workplace for every individual working in the
Company. The Company has complied with the applicable
provisions of the aforesaid Act and the Rules framed
thereunder, including constitution of the Internal Complaints
Committee (ICC). the Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the Financial Year ended 31st
March, 2023 no complaint was reported.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP/
EMPLOYEES
Statement showing disclosures pertaining to remuneration
and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) and 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as Annexure-V to the
Boardâs Report.
PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is enclosed herewith as Annexure-
VI to the Boardâs Report.
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to
dividend, voting or otherwise;
b) No Significant and material orders were passed by
the any Regulators or Courts or Tribunals impacts the
going concern status and Companyâs operations in
future;
c) No fraud was reported by the Auditors to the Audit
Committee or Board;
d) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under clause (c) of sub-section
(3) of Section 134 of the Act, with respect to the Directorsâ
Responsibility Statement, the Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;
2. They 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 as at 31st March, 2023 and of the profit of
the Company for the year ended on that date;
3. 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;
4. They had prepared the annual accounts of
the Company for the year ended on 31st March, 2023 on
a going concern basis;
5. They had laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and
6. They had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the
year under review as stipulated under the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 is
being given separately and forms part of this Annual Report.
As per Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Dividend Distribution Policy is
displayed on the website of the Company at https://
sangamgroup.com/financials/Policies/distrubution.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
As per Regulation 34 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report is being given separately and forms
part of this Annual Report.
Pursuant to the provisions of Section 92(3) of the Act, read
with the Companies (Management & Administration) Rules,
2014, the annual return in the prescribed form is available
on the website of the Company at www.sangamgroup.com
Your Directors would like to express their sincere appreciation
for the assistance and co-operation received from the
financial institutions, banks, government authorities,
customers, vendors and members during the year under
review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by
the Companyâs executives, staff and workers.
For and on Behalf of the Board of DirectorsR.P Soni
Place: Bhilwara Chairman
Date: 28th April, 2023 (DIN : 00401439)
Mar 31, 2018
The Board of Directorsâ present the 32nd Annual Report of the Company together with the Audited Financial Statements of Accounts for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS
The Company âs financial performance, for the year ended 31st March, 2018 is summarized below:
(Rs. in Crores)
|
Particulars |
31st March, 2018 |
31st March, 2017 |
|
Revenue from Operations |
1,649.03 |
1,630.67 |
|
Profit before Tax & Depreciation |
89.70 |
135.53 |
|
Depreciation |
77.05 |
72.58 |
|
Profit before Tax |
12.65 |
62.95 |
|
Tax Expense |
||
|
Current Tax |
- |
6.85 |
|
Deferred Tax |
7.04 |
9.06 |
|
Tax Expense for Earlier Years |
(24.84) |
(7.80) |
|
Profit after Tax |
30.45 |
54.84 |
INDIAN ACCOUNTING STANDARDS (IND AS)
The Ministry of Corporate Affairs, vide its notification in the Official Gazette dated 16th February, 2015, notified the Indian Accounting Standard (âInd ASâ) applicable to certain classes of Companies. Ind AS has replaced the existing Indian GAAP prescribed under Section133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014. Ind AS is applicable on the Company from 1st April, 2017, with a transition date of 1st April, 2016. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in the notes to accounts in the standalone financial statement and in the notes to accounts in the consolidated financial statement.
OPERATIONAL RESULTS AND STATE OF AFFAIRS
The Company Revenue from Operations during 2017-18 is Rs. 1,649 Crores as against Rs. 1,631 Crores during 2016-17.
The profit before interest, depreciation and tax (PBIDT) is Rs. 153 Crores during 2017-18 as against Rs. 199 Crores in previous year. The profit after tax of the Company is Rs. 30 Crores in the current year as against Rs. 55 Crores in previous year.
During the year, the Company had export revenue of Rs. 441 Crores as against Rs. 424 Crores in previous year. The exports constituted about 27% of the total revenue of the Company.
EXPANSION
The Companyâs project of Rs. 135 Crores taken in hand in the previous year for installation of one Rope Indigo Dyeing Line with 73 new wide width imported Weaving Machines, Machinery for modernization and balancing in spinning and processing divisions and pollution control equipment. The project has been completed as per schedule.
TRANSFER TO RESERVE
The Board of Directors of the Company has not proposed to transfer any amount to General Reserve of the Company for the current financial year.
DIVIDEND
In view of the satisfactory performance, your directors are pleased to recommend for your approval, dividend @10% on 3,94,21,559 equity shares of Rs. 10/- each (Rs. 1.00 per Equity Share) for the financial year 2017-18 aggregating to Rs. 3.94 Crores which is subject to approval at the forthcoming Annual General Meeting. The Company would also pay dividend distribution tax on distributed dividend.
WHOLLY OWNED SUBSIDIARY COMPANY
Sangam Lifestyle Ventures Limited (âSLVLâ) is a Wholly Own Subsidiary of the Company . The revenue from operation of the Company has increased to Rs. 684.43 Lakhs from Rs. 84.26 Lakhs in the last year.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forming part of the report as Annexure-I.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the applicable provisions of Companies Act, 2013 including the Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2017-18.
INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years from the date of completion. The shareholders whose dividends have been transferred to the IEPF Authority can claim their dividend from the Authority. The unclaimed or unpaid dividend relating to the financial year 2010-11 is due for remittance on 06th November, 2018 to the Investor Education and Protection Fund established by the Central Government.
Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. In accordance with new Rules, the Company sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and published requisite advertisement in the newspaper.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the general public within the meaning of Section 73 to 76 of the Companies Act, 2013 and rules made thereunder. DIRECTOR AND KEY MANAGERIAL PERSONNEL During the year under review, on recommendation of Nomination and Remuneration Committee and in accordance with provisions of Section 196 and 197 of the Companies Act 2013, consent of the members were taken for re-appointment of Shri V.K. Sodani as Whole Time Director designated as Executive Director of the Company for a period of 5 years with effective from 1st October, 2017 to 30th September, 2022.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of the provisions of the Companies Act, 2013 Shri V.K. Sodani Whole-time Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
In accordance with provisions of the Companies Act 2013 and in terms of Articles of Association of the Company, Shri R.P Soni, Whole Time Director, designated as Chairman is proposed to re-appointed for a period of 3 years with effective from 1st September, 2018 at the ensuing 32nd AGM.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (âKMPâ) of your company are Shri R.P. Soni, Chairman & Whole Time Director, Shri S.N. Modani, Managing Director & CEO, Shri V.K. Sodani, Whole Time Director and Shri Anil Jain, CFO & Company Secretary. There has been no change in KMPâs during the year.
NUMBER OF MEETINGS OF THE BOARD
Five meeting of the Board were held during the year. The detail of meetings of the Board held during the year forms part of the Corporate Governance Report.
The Composition of the Board and its committees has also been given in the report on Corporate Governance.
AUDIT COMMITTEE
The Audit Committee consists of Shri Achintya Karati, Independent Director, Shri T.K. Mukhopadhyay, Independent Director and Shri R.P. Soni, Executive Director. Shri Achintya Karati is the Chairman of the Committee and Mr. Anil Jain is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large .All Related Party Transactions are placed before the Audit Committee as also the Board for approval. There are no material subsidiary companies as define in Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The policy on Related Party Transactions as approved by the Board is available on the website of the Companyâs at weblink: http://www.sangamgroup.com/ financials/Policies/RPT%20Policy.pdf.
Particulars of Related Parties contracts or arrangements under section 188 of the Companies Act, 2013 are given in Form AOC-2 and forming part of the report as Annexure-II.
Your Directors draw attention of the members to Note no.40 to the financial statement which sets out related party disclosures.
COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Companyâs website at the http://www.sangamgroup. com/financials/Policies/Remuneration%20Policy.pdf
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company conducts familiarization programme for all independent directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The policy of the familiarization programme are put up on the website of the Company at the weblink:http:// www.sangamgroup.com/financials/Policies/FP%20 Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)
Your Company is committed to and fully aware of its CSR, the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Companyâs vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes The Corporate Social Responsibility Committee comprises Shri R.P. Soni, Shri S.N. Modani and Shri Ramawatar Jaju. Shri R.P. Soni is chairman of the Committee.
The Company has identified following focus areas for CSR:
- Eradicating hunger, poverty and malnutrition
- Promoting Health care including Preventive Health care
- Ensuring environmental sustainability and ecological balance through
- Employment and livelihood enhancing vocational skills and projects
- Promotion of education especially among children, women,elderly and the differently abled
- Promoting gender equality and empowering women
- Contribution or funds provided to technology incubators located within academic institutions
- Rural Development Projects
During the financial year 2017-18, your Company has spent Rs. 136.65 Lakhs towards CSR activities. The details of the CSR spend by the Company is annexed as Annexure III forming part of this report. The CSR Policy may be accessed on the website of the Companyâs at web link:http://www.sangamgroup.com/financials/Policies/ CSR%20Policy.pdf.
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
The performance of the Board as a whole, Committees and individual Directors was evaluated by seeking inputs from all Directors based on certain parameters such as: Degree of fulfilment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to various Committees; Effectiveness of Board processes, information and functioning; Board culture and dynamics and Quality of relationship between the Board and the Management.
The Directors also made a self-assessment of certain parameters - Attendance, Contribution at Meetings and guidance/support extended to the Management. The feedback received from the Directors was discussed and reviewed by the Independent Directors at their annual separate Meeting. At the separate Meeting of Independent Directors, performance of Non-independent directors, including Chairman, Board as a whole was discussed. The performance of the individual Directors, including Independent Directors, performance and role of the Board/Committees was also discussed at the Board Meeting.
INTERNAL FINANCIAL CONTROL
Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company âs internal control system is commensurate with its size, scale and complexities of its operations. The Directors inform the members that in pursuit of strengthening internal control systems, your Company has put in place a system whereby all areas of the operations of the Company are reviewed by the internal as well as external professionals and independent audit firms. Your Company takes adequate measures with respect to gaps, if any, reported. The Audit Committee of your Company regularly monitors the annual operating plans, risk assessment and minimisation procedures as well as mitigation plans. Your Directors endeavour to continuously improve and monitor the internal control systems.
A Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is annexed to Independent Auditorâs Report on Standalone Financial Statements and to Independent Auditors Report on Consolidated Financial Statements.
RISK MANAGEMENT
Audit Committee evaluated the Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks role of various executives in monitoring and mitigation of risk and reporting process. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company by the Board.
The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company .
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Board of Directors has adopted Whistle Blower Policy/Vigil Mechanism.
The Whistle Blower Policy/Vigil Mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been posted on the website of the Company .http://www.sangamgroup.com/financials/ Policies/Whistle%20Blower%20Policy.pdf.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Regulation and have implemented all the prescribed requirements.
A Corporate Governance Report and Auditorsâ Certificate regarding compliance of conditions of Corporate Governance form part of the Annual Report. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board Members and Senior Management personnel also forms part of the Annual Report.
STATUTORY AUDITORS
In accordance of the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, M/s. Rajendra & Co., Chartered Accountants (FRN: 108355W) and M/s O.P. Dad & Co., Chartered Accountants (FRN: 002330C) were appointed as the Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 31st Annual General Meeting of the Company held on 29th September, 2017 till the conclusion of the 36th Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment by the members at every Annual General Meeting held after this Annual General Meeting). In accordance with the provisions of Companies (Amendment) Act, 2017 notified w.e.f. 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every AGM.
As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written certificate from the above mentioned Auditor to the effect that they conform with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified within the meaning of Section 141 of Companies Act, 2013.
AUDITORSâ REPORT
As regards Auditors observations, the relevant notes on account are self-explanatory and therefore, do not call for any further comments.
The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s K.G. Goyal & Company, Cost Accountants, Jaipur (Firm Registration No. 000017) Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
The Cost Audit Report for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2017-18 and is in process to file the same with the Central Government.
SECRETARIAL AUDITOR
The Secretarial Audit Report for the financial year 2017-18 received from M/s S.P. Jethlia & Co., Practicing Company Secretary, Bhilwara, Secretarial Auditors of the Company , in form MR-3, does not contain any qualification, reservation or adverse remark. The Report of the Secretarial Audit for the year ended 31st March, 2018 is annexed herewith and forming part of the report as Annexure-IV.
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 to M/s V.M. & Associates, Company Secretaries in Practice (Firm Registration No. P1984RJ039200) as Secretarial Auditor of the Company for the financial year 2018-19.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the Financial Year ended 31st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Disclosure pertaining to remuneration and other details as required Under Section 197(12) of the Companies Act, 2013 and Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - V.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given in Annexure VI to this report.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c) significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures
2. They have 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 as at 31st March, 2018 and of the profit of the Company for the year ended on that date
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities
4. They have prepared the annual accounts of the Company for the year ended on 31st March, 2018 on a going concernâ basis.
5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report as Annexure-VII.
ACKNOWLEDGEMENT
The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company . The Directors also place on record their deep appreciation of the contribution made by employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, coordination and support.
For and on Behalf of the Board of Directors
For Sangam (India) Limited
R.P Soni
Chairman
Place: Bhilwara (DIN 00401439)
Date: 9th August, 2018
Mar 31, 2015
The Board of Directors present the 29th Annual Report of the Company
together with the Audited Statements of Accounts for the Financial Year
ended March 31, 2015.
FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31, 2015
is summarised below:
(RS,in Lacs)
Particulars March 31, 2015 March 31, 2014
Net Turnover 1468.66 1432.61
Profit before Tax &
Depreciation 152.56 135.47
Depreciation 80.40 74.32
Provision for Doubtful
Debts/Advances 0.35 0.30
Profit before Tax 72.16 61.15
Tax Expense - Current Tax 24.26 23.30
- Deferred Tax (3.67) (2.65)
Profit after Tax 51.57 40.50
Brought forward Profit 78.58 75.00
Proposed Dividend 7.88 5.91
Tax on Dividend 1.60 1.01
Transfer to General Reserve 30.00 30.00
Carried to Balance Sheet 90.67 78.58
OPERATIONAL RESULTS
Your company's performance during the financial year can be considered
satisfactory despite adverse market conditions. Turnover was Rs.1468.66
Crore as against Rs.1432.61 Crore of previous year, Net Profit increased
to Rs.51.57 crore compared Rs.40.50 crore in the previous financial year
ended 31 March 2014. Exports was lower than the last year from Rs.342.34
crore to Rs.330.27 crore for the year.
DIVIDEND
In view of the satisfactory performance, your directors are pleased to
recommend for your approval, dividend of 20% on 3,94,21,559 equity
shares of Rs.10/- each for the financial year 2014-15 aggregating to
Rs.7.88 crore, which is subject to approval at the forthcoming Annual
General Meeting. The company would also pay corporate tax on
distributed dividend and dividend would be tax free in the hands of the
shareholders.
EXPANSION
The Company successfully implemented its project of Rs.76.50 crores for
installation of 36 nos. Machines for manufacturing of seamless garment,
10080 spindles for manufacturing of cotton yarn and 56 weaving machines
for denim fabric weaving.
PUBLIC DEPOSITS
The company has not accepted any deposits from the general public
within the meaning of Section 73 of the Companies Act, 2013 and rules
made there under.
DIRECTORS
In terms of Section 149 of the Act, the members at their meeting held
on September 30, 2014, had appointed Mr. Achintya Karati, Mr.
Ramawatar Jaju and Mr. Tapan Kumar Mukhopadhyay as Independent
Directors of the Company for a period of five years or up to their date
of retirement, whichever was earlier.
Ms. Seema Srivastava was appointed as Additional Woman Director of the
Company w.e.f. March 30, 2015 and she hold office up to the date of the
forthcoming Annual General Meeting and are further proposed to be
appointed as Independent Director of the Company for a period of five
years commencing from October 1, 2015.
The company has received declarations from all the Independents
Directors confirming that they meet the criteria of independence as
prescribed both under the Act and Clause 49 of the Listing Agreement
with the Stock Exchanges.
In accordance with the Companies Act, 2013 and Articles of Association
of the Company, Shri S.N.Modani, Managing Director of the Company
retire by rotation and being eligible offer himself for re-appointment
at the ensuing annual general meeting.
KEY MANAGEMENT PERSONNEL
During the year under review, the Company has designated following
personnel as KMPs as per the definition under Section 2(51) and Section
203 of the Act.
- Shri S.N.Modani, Managing Director and Chief Executive Officer
- Shri Anil Jain, Chief Financial Officer and Company Secretary
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Annual Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
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 utilized by the recipient are
provided in the financial statement.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were on an arm's length basis,
in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Agreement. There are
no materially significant Related Party Transactions made by the
Company with promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
comprising Shri Achintya Karati, Chairman, Shri TK. Mukhopadhyay,
Member, being Independent Director and Shri R.P.Soni, Non Executive
Director for the Company, for its approval. A statement of all Related
Party Transactions is placed before the Audit Committee for its review
on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions.
During the Fiscal There are no material transactions between the
Company and the related parties as defined under Clause 49 of the
Listing Agreement. Further, all transactions with related parties have
been conducted at an arm's length basis and are in ordinary course of
business. Accordingly there are no transactions that are required to be
reported in Form AOC- 2, as required under Section 134(3)(h) of the
Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules,
2014, and as such does not form part of the Report.
SUBSIDIARY COMPANY
The company has no subsidiary company.
AUDITORS
M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL
Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors
of the Company, retire at the ensuing Annual General Meeting and have
expressed their willingness to continue, if so appointed. As required
under the provisions of Sections 139 and 141 of the Companies Act,
2013, the Company has obtained a written consent and relevant
certification from the Auditors proposed to be re-appointed. A
proposal seeking their re-appointment is provided as part of the Notice
of the ensuing Annual General meeting.
AUDITORS' REPORT
As regards Auditors observations, the relevant notes on account are
self explanatory and therefore, do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s S.P.Jethlia & Co., a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit for the year ended 31st
March, 2015 is annexed herewith and forming part of the report.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the stipulations set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
prescribed requirements. Annexed reports on Corporate Governance and
Management Discussion and Analysis as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges form part of this Annual
Report. Certificate from the Auditors of the Company, confirming
compliance of conditions of Corporate Governance as stipulated under
the aforesaid Clause 49, is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and
compliance systems established and maintained by the Company, work
performed by the inter, statutory, cost, external agencies and
secretarial auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2014-15.
Accordingly, pursuant to section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm
that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. They have 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 as at March 31, 2015 and of the profit of the Company for
the year ended on that date;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the annual accounts of the company for the year
ended on March 31, 2015 on a 'going concern' basis.
5. They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were generally operating effectively; and
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is stated in
the Corporate Governance Report and is also available on the Company's
Website: www.sangamgroup.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility (CSR Committee) has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company,
which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at
www.sangamgroup.com.
The Company has identified following focus areas of engagement which
are as under:
- Eradicating hunger, poverty and malnutrition
- Promoting Health care including Preventive Health care
- Ensuring environmental sustainability and ecological balance through
- Employment and livelihood enhancing vocational skills and projects
- Promotion of education especially among children, women, elderly and
the differently abled
- Promoting gender equality and empowering women
- Contribution or funds provided to technology incubators located
within academic institutions
- Rural Development Projects
The Company has made the relevant provisions for CSR activities in the
Books of Accounts. The Company shall find out ways and means to spend
the same in the coming months and shall submit the relevant report in
the ensuing year. The Company could not spend the money before
finalizing this report as the time was too short to identify suitable
projects for spending the same.
RISK MANAGEMENT
During the year, the Audit Committee, evaluated the Risk Management
Policy of the Company to make it more focused in identifying and
prioritizing the risks, role of various executives in monitoring and
mitigation of risk and reporting process. The Risk Management Policy
has been reviewed and found adequate to the requirements of the Company
by independent firms of Chartered Accountants and approved by the
Board.
The Audit Committee evaluated various risks and that there is no
element of risk identified that may threaten the existence of the
Company.
WHISTLE BLOWER MECHANISM
The company has adopted a Whistle Blower Policy establishing vigil
mechanism, to provide a formal mechanism to the Directors and employees
to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct or ethics policy.
The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company has been denied access to the Audit Committee.
The policy of vigil mechanism is available on the Company's website
www.sangamgroup.com
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the names and other
particulars of employees are set out in a separate statement is annexed
herewith and forming part of the report. (Annexure - I)
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to energy, technology absorption and foreign
exchange earnings and outgo required to be disclosed under The
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure-II.
HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
The Company continues to focus on training its employees on a
continuing basis, both on the job and through training programs.
Relations with the staff members and the workmen continued to be
cordial and satisfactory during the year under consideration.
COST AUDITORS
In accordance with the directive of the Central Government and pursuant
to Section 148 of the Companies Act, 2013, M/s. K. G. Goyal & Co.,
Jaipur, Cost Accountants and M/s V.K.Goyal & Co., Bhilwara, Cost
Accountants, have been appointed as Cost Auditors to audit the cost
accounting records relating to Company's units as allotted to them
respectively for the financial year 2015-16.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules 2014, the
extract of annual return is annexed herewith and forming part of the
report. (Annexure- VI)
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for.;. the
assistance and co-operation received from the Financial Institutions,
Banks, Government, Local Authorities for their strong support and
valuable guidance. The Directors are thankful to the shareholders for
their continued support to the Company. Your Directors also wish to
place on record their deep sense of appreciation for the devoted
services of the Executives, Staff and Workers of the Company for its
success. By Order of the Board of Directors.
For Sangam (India) Limited
R. P Soni
Place: Bhilwara Chairman
Dated: 02nd May, 2015 (DIN 00401439)
Mar 31, 2014
Dear Shareholders,
The Board of Directors present the 28th Annual Report of the Company
together with the Audited Statements of Accounts for the Financial Year
ended March 31, 2014.
FINANCIAL RESULTS
(Rs. in Crore)
Particulars March 31, 2013 March 31, 2013
Net Turnover 1432.61 1478.84
Profit before Tax & Depreciation 135.47 151.81
Depreciation 74.32 76.98
Provision for Doubtful Debts/Advances 0.30 0.45
Profit before Tax 61.15 74.83
Tax Expense - Current Tax 23.30 27.16
- Deferred Tax (2.65) (3.63)
Profit after Tax 40.50 51.30
Brought forward Profit 75.00 59.23
Proposed Dividend 5.91 4.73
Tax on Dividend 1.01 0.80
Transfer to General Reserve 30.00 30.00
Carried to Balance Sheet 78.58 75.00
OPERATIONAL RESULTS
Your company''s performance during the financial year can be considered
satisfactory considering overall economic scenario prevalent at
domestic as well as global spheres. Turnover was Rs. 1432.61 Crore as
against Rs. 1478.84 Crore of previous year. The turnover was lower than
the last year due to closure of toll business during the year. The
exports increased to Rs. 342.34 Crore as against Rs. 300.75 Crore of
previous year.
DIVIDEND
In view of the satisfactory performance, your directors are pleased to
recommend for your approval, dividend of 15% on 3,94,21,559 equity
shares of Rs. 10/- each for the financial year 2013-14 aggregating to
Rs. 5.91 crore, which is subject to approval at the forthcoming Annual
General Meeting. The company would also pay corporate tax on
distributed dividend and dividend would be tax free in the hands of the
shareholders.
CAPEX
The company was sanctioned a term loan of Rs. 32.50 Crore by Exim Bank
for capex plan of the company of Rs. 43.46 Crores for installation of
Mercerising Machine, Hot Air Stenter Machine, 1 No. Auto Coro,
T.F.O.''s, Jiggers, Jet Dying Machine, Micro Processors, ETP and Misc.
Balancing Machines. The Capex plan is under implementation.
PUBLIC DEPOSITS
The company has not accepted any deposits from the general public
within the meaning of Section 73 of the Companies Act, 2013
(corresponding to Section 58 A of the Companies Act, 1956) and rules
made thereunder.
DIRECTORS
In accordance with section 152 and other applicable provisions of
Companies Act, 2013, Shri R.P.Soni being Non-Executive Director,
retires by rotation and being eligible offers himself for
re-appointment at the ensuing Annual General Meeting. Also, as per the
provisions of Companies Act, 2013, it is proposed to appoint Shri
Achintya Karati, Shri Ramawatar Jaju and Shri T.K.Mukhopadhyay as
Independent Directors of the Company for a consecutive term of five
years from the date of ensuing Annual General Meeting.
In accordance with the provisions of Articles of Association of the
Company and section 196, 197 and 203 of the Companies Act, 2013, it is
proposed to re-appoint Shri S.N.Modani as Managing Director of the
Company for a period of 5 years effective from 1st October, 2014. The
present tenure of Shri S.N.Modani, Managing Director is expiring on
30th September, 2014.
Brief resumes of Directors, nature of their expertise in specific
functional areas and names of companies in which they hold Directorship
and/or Membership/ Chairmanship of Committees of the Board (excluding
Private Limited Company, Non Profit making companies and Foreign
Companies) are being given in the explanatory statement of the notice
of ensuing AGM annexed and forms part of this Report. Based on the
confirmations received, none of the Directors are disqualified for
appointment under section 164(2) of the Companies Act, 2013.
The company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under clause 49 of the Listing Agreement
with the Stock Exchanges.
SUBSIDIARY COMPANY
The company has no subsidiary company.
AUDITORS
M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL
Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors
of the Company, retire at the ensuing Annual General Meeting and have
expressed their willingness to continue, if so appointed. As required
under the provisions of Sections 139 and 141 of the Companies Act,
2013, the Company has obtained a written consent and relevant
certification from the Auditors proposed to be re-appointed. A proposal
seeking their re-appointment is provided as part of the Notice of the
ensuing Annual General meeting.
AUDITORS'' REPORT
As regards Auditors observations, the relevant notes on account are
self explanatory and therefore, do not call for any further comments.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the stipulations set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
prescribed requirements. Annexed reports on Corporate Governance and
Management Discussion and Analysis as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges form part of this Annual
Report. Certificate from the Auditors of the Company, confirming
compliance of conditions of Corporate Governance as stipulated under
the aforesaid Clause 49, is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the year ended on
March 31, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2. The directors have 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 as at March 31, 2014 and of the profit of the Company
for the year ended on that date;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
4. The directors have prepared the annual accounts of the company for
the year ended on March 31, 2014 on a ''going concern'' basis.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the Annexure I to the Directors'' Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to energy, technology absorption and foreign
exchange earnings and outgo required to be disclosed under The
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure-II alongwith Form A and
Form B.
HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
The Company continues to focus on training its employees on a
continuing basis, both on the job and through training programs.
Relations with the staff members and the workmen continued to be
cordial and satisfactory during the year under consideration.
COST AUDITORS
In accordance with the directive of the Central Government and pursuant
to Section 148 of the Companies Act, 2013, M/s. K. G. Goyal & Co.,
Jaipur, Cost Accountants and M/s V.K.Goyal & Co., Bhilwara, Cost
Accountants, have been appointed as Cost Auditors to audit the cost
accounting records relating to Company''s units as allotted to them
respectively for the financial year 2014-15, subject to the
applicability of Cost Audit on the Company in terms of rules framed in
this regard by the Ministry of Corporate Affairs.
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks, Government, Local Authorities for their strong support and
valuable guidance. The Directors are thankful to the shareholders for
their continued support to the Company.
Your Directors also wish to place on record their deep sense of
appreciation for the devoted services of the Executives, Staff and
Workers of the Company for its success.
By Order of the Board of Directors
For Sangam (India) Limited
R. P Soni
Chairman
Place : Bhilwara
Dated : 30th April, 2014
Mar 31, 2012
Dear Shareholders,
The Board of Directors present the 26th Annual Report of the Company
together with the Audited Statements of Accounts for the Financial Year
ended March 31, 2012.
FINANCIAL RESULTS
(Rs. in Crore)
March 31, 2012 March 31, 2011
Net Turnover 1417.22 1171.52
Profit before Tax & Depreciation 93.86 147.29
Depreciation 67.85 64.00
Provision for Doubtful Debts/Advances 0.30 0.30
Profit before Tax 26.01 83.29
Tax Expense - Current Tax 6.94 11.62
- Deferred Tax 1.77 15.08
Profit after Tax 17.08 56.59
Brought forward Profit 56.73 37.01
Proposed Dividend 3.94 5.91
Tax on Dividend 0.64 0.96
Transfer to General Reserve 10.00 30.00
Carried to Balance Sheet 59.23 56.73
OPERATIONAL RESULTS
Your company's performance during the financial year can be considered
satisfactory despite adverse market conditions. Turnover increased
from Rs. 1171.52 crore to Rs.1417.22 crore, Net Profit down to Rs. 17.08
crore compared Rs. 56.59 crore in the previous financial year ended 31
March 2011. Exports have increased from Rs. 249.21 crore in last year to
Rs. 303.60 crore for the year under report on FOB vaule basis.
DIVIDEND
In view of the better overall performance, your directors are pleased
to recommend for your approval, dividend of 10% on 3,94,21,559 equity
shares for the financial year 2011-12 aggregating to Rs. 3.94 crore,
which is subject to approval at the forthcoming Annual General Meeting.
The company would also pay corporate tax on dividend and dividend would
be tax free in the hands of the shareholders.
EXPANSION AND DIVERSIFICATION
Execution of Capex plan of Rs. 180 Crore as reported last year has almost
been completed and the effect of new capacities of denim fabric and
open end spinning will be fully reflected in the current year.
PUBLIC DEPOSITS
The company has not accepted any deposits from the general public
within the meaning of Section 58 A of the Companies Act, 1956 and rules
made thereunder.
DIRECTORS
In accordance with the Companies Act, 1956 and Articles of Association
of the Company, Shri Tapan Kumar Mukhopadhyay, Director of the Company
retire by rotation and being eligible offer himself for re-appointment
at the ensuing annual general meeting.
SUBSIDIARY COMPANY
The company has no subsidiary company.
PERSONNEL
The details of employees drawing remuneration in excess of monetary
ceiling prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 during
the financial year 2011-12 are enclosed as per Annexure-I.
AUDITORS
M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL
Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1-B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act.
AUDITORS' REPORT
As regards Auditors observations, the relevant notes on account are
self explanatory and therefore, do not call for any further comments.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the stipulations set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
prescribed requirements. Annexed reports on Corporate Governance and
Management Discussion and Analysis as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges form part of this Annual
Report. Certificate from the Auditors of the Company, confirming
compliance of conditions of Corporate Governance as stipulated under
the aforesaid Clause 49, is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the year ended on
March 31, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2. The directors have 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 as at March 31, 2012 and of the Profit of the Company
for the year ended on that date;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
4. The directors have prepared the annual accounts of the company for
the year ended on March 31, 2012 on a 'going concern' basis.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to energy, technology absorption and foreign
exchange earnings and outgo required to be disclosed under The
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure-II.
HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
The Company continues to focus on training its employees on a
continuing basis, both on the job and through training programs.
Relations with the staff members and the workmen continued to be
cordial and satisfactory during the year under consideration.
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks, Government, Local Authorities for their strong support and
valuable guidance. The Directors are thankful to the shareholders for
their continued support to the Company. Your Directors also wish to
place on record their deep sense of appreciation for the devoted
services of the Executives, Staff and Workers of the Company for its
success.
By Order of the Board of Directors
For Sangam (India) Limited
R. P Soni
Chairman
Place : Bhilwara
Dated : May 18, 2012
Mar 31, 2011
Dear Shareholders,
The Board of Directors present the Annual Report of the Company
together with the Audited Statements of Accounts for the financial year
ended March 31, 2011.
FINANCIAL RESULTS
(Rs. in crore)
March 31, March 31,
2011 2010
Net Turnover 1171.52 852.25
Profit before Tax & Depreciation 147.59 89.61
Depreciation 64.00 63.07
Provision for Doubtful Debts/Advances 0.30 0.30
Profit before Tax 83.29 26.24
Tax Expense - Current Tax 11.62 0.03
- Deferred Tax 15.08 9.05
Profit after Tax 56.59 17.15
Brought forward Profit 37.01 34.45
Proposed Dividend 5.91 3.94
Tax on Dividend 0.96 0.65
Transfer to General Reserve 30.00 10.00
Carried to Balance Sheet 56.73 37.01
OPERATIONAL RESULTS
Your company's performance witnessed significant improvement during the
financial year. Turnover increased from Rs. 852.25 crore to Rs. 1171.52
crore, Net Profit grew to Rs. 56.59 crore compared Rs. 17.15 crore in
the previous financial year ended 31 March 2010. Exports have increased
from Rs. 189.65 crore to Rs. 249.21 crore on FOB vaule basis.
DIVIDEND
In view of the better overall performance, your directors are pleased
to recommend for your approval, dividend of 15% on 3,94,21,559 equity
shares for the financial year 2010-2011 aggregating to Rs. 5.91 crore,
which is subject to approval at the forthcoming Annual General Meeting.
The company would also pay corporate tax on dividend and dividend would
be tax free in the hands of the shareholders.
EXPANSION AND DIVERSIFICATION
The Company is executing a capex plan of Rs. 180 crore in which the
denim fabric capacity is being doubled. Apart from increasing the Open
Ended Yarn capacity for captive consumption in manufacture of den- im
fabric. The company is also adding 7296 spindles, 6 Nos. Knitting
Machines and 3 Nos. Texturising Machines. The capex is being funded by
Rupee Term Loans ofRs. 135 crore and balance from internal accruals.
PUBLIC DEPOSITS
The company has not accepted any deposits from the general public
within the meaning of Section 58 A of the Companies Act, 1956 and rules
made thereunder.
DIRECTORS
In accordance with the Companies Act, 1956 and Articles of Association
of the Company, Shri Ramavatar Jaju, Director of the Company retire by
rotation and being eligible offer themselves for re-appointment at the
ensuing annual general meeting.
During the year ICICI Venture Funds Management Company Limited
(I-Venture) has withdraw the nomination of Shri Sunay Mathure w.e.f
June 01, 2010. There after I-Venture nominated Shri K.S. Jangbahadur as
a Director of the Company w.e.f. July 20, 2010. His nomination was
withdrawn by I-Venture w.e.f. November 25, 2010. The Board places on
record its appreciation for the valuable services rendered by Shri
Sunay Mathure and Shri K.S. Jangbahadur during their tenure as Director
of the Company.
The Company has appointed Dr. T.K. Mukhopadhyay as an Additional
Director w.e.f. February 07 2011.
SUBSIDIARY COMPANY
The company has no subsidiary company.
PERSONNEL
The details of employees drawing remuneration in excess of monetary
ceiling prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 during
the financial year 2010-11 are enclosed as per Annexure-I.
AUDITORS
M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL
Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1-B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act.
AUDITORS' REPORT
As regards Auditors observations at para 4(f) of their report, the
audit of accounts of Company's Joint Venture Company M/s Keti Sangam
Infra- structure (India) Ltd. was not completed at relevant point of
time, hence the company incorporated their unaudited figures for the
year ended 31st March, 2011 in note no. 12 (iii) of the notes to
accounts. There is no material impact due to same on company's
financials.
The relevant notes on account are self explanatory and therefore, do
not call for any further comments.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Cor-
porate Governance and adheres to the stipulations set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
pre- scribed requirements. Annexed reports on Corporate Governance and
Management Discussion and Analysis as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges form part of this An- nual
Report. Certificate from the Auditors of the Company, confirming
compliance of conditions of Corporate Governance as stipulated under
the aforesaid Clause 49, is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Compa- nies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the year ended on
March 31, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material depar- tures;
2. The directors have selected such accounting policies and applied
them consistently and made judgments, and estimates that are rea-
sonable and prudent so as to give a true and fair view of the state of
affairs of the company as at March 31, 2011 and of the profit of the
Company for the year ended on that date;
3. The directors have taken proper and sufficient care for the main-
tenance 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; and
4. The directors have prepared the annual accounts of the company for
the year ended on March 31, 2011 on a 'going concern' basis.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to energy, technology absorption and foreign
exchange earnings and outgo required to be disclosed under The Com-
panies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 is given in Annexure-II.
HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
The Company continues to focus on training its employees on a con-
tinuing basis, both on the job and through training programs. Relations
with the staff members and the workmen continued to be cordial and
satisfactory during the year under consideration.
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for the
assis- tance and co-operation received from the Financial Institutions,
Banks, Government, Local Authorities for their strong support and
valuable guidance. The Directors are thankful to the shareholders for
their con- tinued support to the Company. Your Directors also wish to
place on record their deep sense of appreciation for the devoted
services of the Executives, Staff and Workers of the Company for its
success.
By Order of the Board of Directors
For Sangam (India) Limited
Place : Bhilwara R. P Soni
Dated : April 27, 2011 Chairman
Mar 31, 2010
The Board of Directors present the Annual Report of the Company
together with the Audited Statements of Accounts for the financial year
ended 31 st March, 2010.
Financial Results
(Rs. In Crores)
This Year Previous Year
Net Turnover 852.25 748.27
Profit before Tax & Depreciation 89.61 26.99
Depreciation 63.07 59.05
Provision for Doubtful Debts/Advances 0.30 0.10
Profit before Tax 26.24 (32.16)
Tax Expense - Current Tax (including FBT) 0.03 0.18
-Deferred Tax 9.05 (16.36)
Profit after Tax 17.15 (15.98)
Brought forward Profit 34.45 50.43
Proposed Dividend 3.94 -
Tax on Dividend 0.65 -
Transfer to General Reserve 10.00 -
Carried to Balance Sheet 37.01 34.45
Operational Results
Your companys performance has vastly improved during the financial
year. Turnover was higher from Rs. 748.27 Crores to Rs. 852.25 Crores,
Net Profit is higher at Rs. 17.15 Crore in comparison of last year loss
of Rs. 1 5.98 Crore. The exports have increased from Rs. 174.67 Crores
to Rs. 1 89.65 Crores on FOB vaule basis.
Dividend
In view of the better overall performance, your directors are pleased
to recommend for your approval, dividend of 10% on 3,94,21,559 equity
shares for the financial year 2009-2010 aggregating to Rs. 3.94 Crores
which is subject to approval at the forthcoming Annual General Meeting.
The company would also pay corporate tax on dividend and dividend would
be tax free in the hands of the shareholders.
Expansion and Modernisation
The company is executing a Capex plan of Rs. 30.70 Crores in which the
denim fabric capacity is being doubled apart from modernization of
process house, balancing of spinning and installation of Air Cooled
Condenser in 10 MW Captive Thermal Plant. This Capex is being funded
through term loan of Rs. 23.00 Crores from IDBI Bank Ltd. and balance
from internal accruals.
Public Deposiis
The company has not accepted any deposits from the general public
within the meaning of Section 58 A of the Companies Act, 1 956 and
rules made thereunder.
Directors
In accordance with the Companies Act, 1956 and Articles of Association
of the Company, Shri R.P.Soni, Director of the Company retire by
rotation and being eligible offer themselves for re-appointment at the
ensuing annual general meeting.
Subsidiary Company
The company has no subsidiary company.
Personnel
The details of employees drawing remuneration in excess of monetary
ceiling prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1 975 during
the financial year 2009-10 are enclosed as per Annexure-I.
Auditors
M/s R. Kabra & Company, Chartered Accountants, Mumbai and M/s BL
Chordia & Company, Chartered Accountants, Bhilwara, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General meeting and are eligible for reappointment.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1-B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act.
Auditors Report
As regards Auditors observations, the relevant notes on account are
self explanatory and therefore, do not call for any further comments.
Corporate Governance
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the stipulations set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
prescribed requirements.
Annexed reports on Corporate Governance and Management discussion and
analysis as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges form part of this Annual Report.
Certificate from the Auditors of the Company, confirming compliance of
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is annexed to this report.
Directors Responsibility Statement
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1 956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the year ended on
31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. The directors have 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 as at March 31, 2010 and of the profit of the Company
for the year ended on that date;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1 956 for safeguarding the assets
of the company and for preventing and detecting fraud and other
irregularities; and 4. The directors have prepared the annual accounts
of the company for the year ended on 31st March, 2010 on a going
concern basis.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo
The information relating to energy, technology absorption and foreign
exchange earnings and outgo required to be disclosed under The
Companies (Disclosure of Particulars in the Report of Board of
Directors)
Rules, 1 988 is given in Annexure-II.
Homon Resources Management ami industrial Relations
The Company continues to focus on training its employees on a
continuing basis, both on the job and through training programs.
Relations with the staff members and the workmen continued to be
cordial and satisfactory during the year under consideration.
Acknowledgement
The Board of Directors place on record their appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks, Government, Local Authorities for their strong support and
valuable guidance. The Directors are thankful to the shareholders for
their continued support to the Company. Your Directors also wish to place
on record their deep sense of appreciation for the devoted services of
the Executives, Staff and Workers of the Company for its success.
By Order of the Board of Directors
For Sangam (India) Limited
Place : Bhilwara (R.P. Soni)
Date : May 27, 2010 Chairman
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More Information on Sangam (India) Ltd.
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