Mar 31, 2015
Dear Members,
The Directors hereby presents the 29th Annual Report of your Company
together with the Audited Statement of Accounts and the Auditors'
Report of your company for the financial year ended, 31st March, 2015.
The summarized financial results for the year ended 31st March, 2015
are as under:
FINANCIAL REPORT / OPERATIONS: (Rs. In Lakhs)
Particulars Current Year Previous Year
As on As on
31.03.2015 31.03.2014
Net Sale / Income from Operations 546.64 175.68
Other Income 2.14 0.23
Operating Expenses 292.54 152.22
Net Profit ( ) / (Loss) before tax 256.24 23.69
for the period
Current Tax / Exceptioanl Items 81.09 0.00
Net Profit ( ) / (Loss) for the period 337.33 23.69
REVIEW OF OPERATIONS:
During the period revenue of the Company increased to Rs. 546.64 lakhs
as compared to Rs. 175.68 Lakhs of the previous year. The net profit
before tax has also increased to Rs. 337.33 Lakhs from Rs. 23.69 Lakhs
of the previous year.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors confirm that in the preparation of Profit & Loss
Account for the year end and Balance Sheet as at that date ("Financial
Statements") that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013
1. State of affairs of the company:
The Company deals in the business of Magnesium Metal. During the year,
the Company has seen growth in terms of the Sale which is reflected in
the financial results of the Company for the year.
2. Amounts, if any, carried to reserves:
The company transferred Rs. 3.36 crores to the general reserve out of
the amount available for appropriation.
3. Dividend:
The Company has declared the dividend amounting to Rs 77.25 Lakhs,
which includes the arrear of the outstanding cumulative preferential
Dividend and also redeemed the said preference shares out of the
current year profits.
4. Inter - Corporate deposits:
(i) The details relating to deposits are as follows: The Company has
received Inter Corporate Deposits, the details of which is given below.
(a) Accepted during the year - Nil
(b) Remained unpaid or unclaimed as at the end of the year - Rs.
37,50,000/-
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved at the beginning of the year; -Nil
Maximum outstanding during the year; Rs. 37,50,000/-
Outstanding at the end of the year; Rs. 35,50,000/-
(ii) The details of deposits which are not in compliance with the
requirements of the Act- NIL.
5. Number of meetings of the Board:
Five meetings of the board were held during the year as per the details
given below:
S. No. Date of Total No. of No. of Directors % of
meeting Directors on the attended Attendance
Date of Meeting
1 26.05.2014 5 4 80.00
2. 13.08.2014 6 4 66.67
3. 11.11.2014 6 5 83.33
4. 14.02.2015 6 6 100.00
5. 28.03.2015 6 5 83.33
6. Board Evaluation:
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 Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
board and committee meetings like preparedness of the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc.
In a separate meeting of Independent Directors, performance of Non-
Independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into accounts the
views of Executive Directors and Non-Executive Directors. The same was
discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of Board, its committee
and individual directors was also discussed.
7. Policy on Directors' appointment and remuneration and others
details:
The company's policy on Directors appointment and remuneration and
other matters provided in section 178(3) of the companies act has been
disclosed in the Corporate Governance Report, which forms part of this
directors' report.
8. Directors:
There is no change in the offices held by the Directors of the company.
9. Internal Financial Control Systems and their Adequacy:
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis and which forms a
part of this report.
10. Audit Committee
The details pertaining to composition of Audit Committee are included
in Corporate Governance Report, which forms a part of this report.
11. A statement on declaration given by independent directors under
Sub-Section (6) of Section 149:
The provisions of Section 149(6) relating to Independent Directors has
been complied with.
12. Risk Management:
The Board of the company regularly reviews and had adopted measures to
frame, implement and monitor the risk management plan for the company.
The Board is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risk
indentified, if any, by the business functions are systematically
addressed through mitigating actions on a continuing basis.
13. Particulars of Loans, Guarantees or Investments Under Section 186
of the Companies Act, 2013:
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review.
14. Particulars of contracts or arrangements made with related parties
Under Section 188 of the Companies Act, 2013:
None of the transactions with related parties falls under the scope of
section 188(1) of the act. Information on transaction with related
parties pursuant to section 134(3)(h) of the act read with rule 8(2) of
the companies (Accounts) Rules, 2014 are given in Annexure-1 in Form
AOC-2 and the same forms part of this report.
15. The change in the nature of business, if any:
There was no change in the nature of Business.
16. The details of directors or key managerial personnel who were
appointed or have resigned during the year:
There was no appointment or resignation of any director or Key
Managerial Personnel since the last Annual General Meeting.
17. The names of companies which have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year:
The Company does not have any Subsidiary, Joint venture or associate
company which have become or ceased to be its Subsidiaries, joint
ventures or associate company during the year.
18. The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future:
There are no material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations
in future. However the company has received some show- cause notices
from stock exchanges for which company have replied accordingly.
19. Particulars of Employees:
The information required under section 197 of the act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, are given below:
a. The ratio of remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Non Executive Directors Ratio to median remuneration
Raghavendra Rao Griddalur NIL
Chilukuri Mariamma NIL
Surya Sesha Prakash Valluru NIL
EShwariah Kaparthi NIL
Executive Directors Ratio to median remuneration
Ravi Prasas Nuthakki 17.36:1
Rajender Prasad Nuthakki 16.84:1
b. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief financial Officer, Company Secretary in the
financial year:
Director, chief executuive officer, % of increase in remuneratiom
chief financial officer, company in the financial year
secretary
Ravi Prasad Nuthakki -MD and CEO 56.66
Rajender Prasad Nuthakki - Jt.MD and CFO 63.33
c. The percentage increase in median remuneration of employees in the
financial year : 5.99%
d. The number of permanent employees on the rolls of the company: 21
e. The explanation on the relationship between average increase in
remuneration and the companies performance:
The increase in remuneration is in line with market trends. In order to
ensure that the remuneration reflects company's performance, the
performance pay is linked to organisation performance.
f. Comparision of the remuneration of key managerial personnel against
the performance of the company.
Aggregate remuneration of key managerial personnel 24,31,701/-
(KMP) in FY 15
Revenue 5,48,77,939/-
Remuneration of KMP (as a % of revenue) 4.43/-
Profit before tax (PBT) (Rs. In Lakhs) 3,37,33,591/-
Remuneration of KMP (as a % of PBT) 7.21/-
g. Variation in the market capitalisation of the company, price
earning ratio as at the closing date of the current financial year and
previous financial year.
Particulars March 31, 2015 March 31, 2014 % Change
Market capitalisation (Rs. Crores) 54750000 27240000 100.99
Price Earning Ratio 1.65 14.65 -88.74
h. Percentage increase over decrease in the market quotation of the
shares of the comapany comparison to the rate at which the company came
out with the last public offer:
Particulars March 31, 2015 March 31, 2014 % Change
Market price (BSE) 18.25 9.08 100.99
i. Average percentile increase already made in the salaries of
emloyees other than the managerial personnel in the last financial year
and its comparision with percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
Average increase in salaries of employees other than managerial
personnel in 2014-15 was 10.66%. however during the course of the year
the total increase is approx 32.98% after accounting for addition,
deletion and promotion of the employee force. Increase in Managerial
Remuneraton for the year was 59.88%.
j. Comparision of each remuneration of key managerial personnel
against the performance of the company:
Particulars Mr. Rajender Prasad Mr. Ravi Prasad
Nuthakki Nuthakki
Remuneration in FY 15(Rs) 10,71,479 10,34,782
Revenue(Rs) 5,46,64,146 5,46,64,146
Remuneration as % of Revenue 1.96% 1.89%
Profit before tax (PBT) (Rs) 3,37,33,591 3,37,33,591
Remuneration (as % of PBT) 3.17% 3.06%
k. The key parameters for any variable component of remuneration
availed by the directors:
The Board has approved one months bonus pay to all its employees at its
meeting held on 14.02.2015 including its Executive Directors.
l. The ratio of remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess
of the highest paid director during the year: Not Applicable
m. Affirmation that the remuneration is as per the remuneration policy
of the company:
The Company affirms remuneration is as per the Remuneration policy of
the company.
20. Disclosure as per Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013:
Your company has zero tolerance for sexual harassment at work place and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at work place in line with the provision of Sexual
Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013 and rules framed there under.
No compliant have been received by the company on sexual harassment
during the financial year 2014-2015.
21. Disclosure Requirements:
As per Clause 49 of the listing agreement entered into with the stock
exchange, corporate governance report with certificate from Practising
Company Secretary thereon and management discussion and analysis are
attached, which form part of this report.
The company has formulated a whistle blower policy. A copy of the same
is made available at the registered office of the company. The
provisions of this policy are in line with the provisions of section
177(9) of the act and the revised Clause 49 of the Listing Agreements
with the stock exchanges. Your Company has a vigil mechanism to deal
with instances of fraud and mismanagement, if any. The Whistle Blower
Policy enables reporting of unethical behaviour, actual or suspected
fraud or violation of the Company's code of conduct or ethics policy,
to the management. The Vigil mechanism also ensures strict
confidentiality is maintained and provided adequate safeguards against
victimization of employees who avail of the mechanism and also provided
for direct access to the Chairman of the Audit committee in exceptional
cases.
22. Auditors:
Pursuant to the provision of section 139 of the act and the rules
framed thereunder, M/s. K.S.Rao & Co (Firm Registration No. 003109S).,
Chartered Accountants, were appointed as Statutory Auditors of the
company from the conclusion of 28th Annual General Meeting held on
30.09.2014 till the conclusion of 31st Annual General Meeting of the
company to be held in the year 2017, subject to ratification of their
appointment at every subsequent Annual General Meeting.
23. Secretarial Auditors' Report:
The company has appointed M/s D.Hanumanta Raju & Co, Company
Secretaries, Hyderabad as the Secretarial Auditor of the company to
undertake audit as per the provisions of section 204 of the Companies
Act, 2013 and the report of the secretarial auditor is annexed to this
report. Management replies to the observations, comments and
qualifications made by the secretarial auditor is as under:
1. The company has paid accumulated preference dividend out of the
current year profits inspite of accumulated losses and has redeemed
those preference shares out of current year profits without creating
Capital Redemption Reserve.
The provisions of section 55(3) are not yet enforced by the regulator.
As such the company is governed by the provisions of Companies Act,
1956 for redemption of preference shares. As per the said provisions
the company was to approach to Company Law Board (CLB) for extension of
the time for redemption. However the preference shareholder on request
for extension for redemption period have not agreed to co-operate and
agree for the same. The company was confident to make higher profits
and was considering to redeem the same as per the relevant provisions.
Also due to continuous losses the company was unable to create capital
redemption reserve.
However due to some inadvertent and unforeseen contingencies the
company did not perform as expected. By the time it was crystallised
that the company will not be able to redeem as per the provisions,
company has lost the time to make an application and get approval of
the CLB. As such the Board has discussed the same at length and decided
to redeem the same along with cumulative outstanding dividend from the
current year profits while ensuring liquidity and working capital
requirements of the company are not adversely effected. Also as the
shares are not listed on the stock exchange the same was not intimated
to the stock exchange.
2. There was no appointment of Company Secretary.
The board of directors of the company have discussed in board meeting
that the company is required to appoint a Company Secretary as per the
provisions of section 203 of the Companies Act 2013, and the relevant
rules made thereunder. Also they expressed their inability to find a
suitable candidate for the post in-spite of continuous efforts made by
them. They have discussed the requirement of a good candidate with a few
professors and reputed Practicing Company Secretaries and Chartered
Accountants known to them and are hoping to find a suitable candidate
soon to meet the requirements as per the Act.
3. The company has not maintained any functional website.
The company was continuously maintaining the official website i.e
www.southernmagnesium.com. However due to some technical problems the
website of the company is inactive and the company is under the process
of resolving the issue. The company is taking steps to have a fully
updated website with all required particulars and has initiated steps
in this regard.
4. The company has received few show cause/penalty notices from Stock
Exchange. The company replied to such notices & there is no further
communication/ information from Stock Exchange.
The company has received few show cause notices/ penalty notices from
stock exchange. Company replied to such notices and there is no further
communication/ information from stock exchange. If any further
communication/ information will be required by stock exchange, the same
will be relevantly replied and dealt with by the company.
24. Clarifications on Auditors Comments in Auditors Report
Management replies to the observations, comments and qualifications
made by the statutory auditor is as under:
1. Company had paid preference dividend on cumulative preference
shares without setting off accumulated losses and depreciation and
preference shares are also redeemed despite unavailable profits for
distribution of dividends, thereby the Company has not complied with
the provisions of Section 55 of the Companies Act 2013.
The provisions of section 55(3) are not yet enforced by the regulator.
As such the company is governed by the provisions of Companies Act,
1956 for redemption of preference shares. As per the said provisions
the company was to approach to Company Law Board(CLB) for extension of
the time for redemption. However the preference shareholder on request
for extension for redemption period have not agreed to co-operate and
agree for the same. The company was confident to make higher profits
and was considering to redeem the same as per the relevant provisions.
Also due to continuous losses the company was unable to create capital
redemption reserve.
However due to some inadvertent and unforeseen contingencies the
company did not perform as expected. By the time it was crystallised
that the company will not be able to redeem as per the provisions,
company has lost the time to make an application and get approval of
the CLB. As such the Board has discussed the same at length and decided
to redeem the same along with cumulative outstanding dividend from the
current year profits while ensuring liquidity and working capital
requirements of the company are not adversely effected. Also as the
shares are not listed on the stock exchange the same was not intimated
to the stock exchange.
2. The Company has not adopted and complied with the requirements of
AS-15 'Employee Benefits' in respect of the Gratuity liability, which
constitutes a departure from the Accounting standards referred to in
section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. In view of this the liability of the company in this
regard could not be ascertained. Consequently, we are unable to comment
about the impact of this on the profit for the year, income tax and
shareholder's funds
In view of the losses of the company, the board has taken decision to
provide for gratuity when it materializes.
3. We draw attention to Note 21.1 in the financial statements which
state that the Company's current liabilities exceeded its current
assets by Rs. 56.05 lakhs. Further, as indicated by the Company's
Balance Sheet as at March 31, 2015, the net worth of the Company has
eroded completely. These conditions indicate the existence of a
material uncertainty that may cast significant doubt about the
Company's ability to continue as a going concern.
Although this net worth of the Company has been eroded, the Company is
presently making profits and hopes to come to positive net worth in the
coming years.
25. Annual Return:
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure II and is attached to this Report.
26. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is as under.
(A) Conservation of energy : NIL
(B) Technology absorption : Not Applicable
(C) Foreign exchange earnings : NIL
(d) Foreign exchange outgo : Rs. 2,06,22,043/-
27. Acknowledgement:
Your Directors wish to place on record their gratitude to shareholders
and thank the customers, bankers, vendors, State and Central
Governments Authorities for their continued support to your Company's
growth. Your Directors also wish to place on record, their appreciation
for the contribution made by the employees at all levels, who, through
their competence, sincerity, hard work, solidarity and dedicated
support enabled to your company to make continued progress.
For and on behalf of the Board
Southern Magnesium and Chemicals Limited
Place: Hyderabad Sd/- Sd/-
Date: 03.08.2015 Mr. Rajender prasad Mr. Ravi Prasad Nuthakki
Nuthakki
Jt. Managing Director & CFO Managing Director & CEO
(DIN- 00145659) (DIN- 00319537)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 28th Annual Report and
the Audited Accounts for the year ended 31st March, 2014.
FINANCIAL REPORT / OPERATIONS: (Rs. In Lakhs)
Particulars Current Year Previous Year
As on 31.03.2014 As on 31.03.2013
Net Sale and other Income 175.68 208.97
Profit/(Loss) Before
Depreciation and Interest 30.68 60.02
Depreciation, and Interest 6.99 4.81
Net Profit / Net Loss (-) 23.69 55.21
Total Cum. Loss 578.71 602.40
REVIEW OF OPERATIONS:
During the year 2013-14, the Company had an income of Rs. 175.68 Lakhs
against which the Company incurred a net profit of Rs. 23.69 Lakhs as
compared to the income of Rs. 208.97 Lakhs and a net Profit of Rs.
55.21 Lakhs in the previous year 2012-13.
DIVIDEND:
In view of the accumulated losses, your Directors have decided not to
recommend dividend for the year.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on BSE Limited.
CAPITAL OF THE COMPANY:
The Authorised Capital of the company stands at Rs. 5,00,00,000/-
divided into 40,00,000 equity shares of Rs. 10/- each and 10,00,000
preference shares of Rs.10/- each. The Issued, Subscribed and Paid up
capital of the company stands at Rs. 4,00,00,000 divided into 30,00,000
equity shares of Rs. 10/- each and 10,00,000 preference shares of
Rs.10/- each.
SUBSIDIARY COMPANY:
The Company has no subsidiaries.
INSURANCE:
The company''s assets have been adequately insured against major risks.
DIRECTORS:
In accordance with the Companies Act, 2013 read with Articles of
Association of the company, the Directors namely Mr. V. S. S. Prakash,
Director and Mr. Eshwariah Kaparthi are re-appointed as the Independent
Directors in pursuance of Section 149 and other applicable provisions
and are not subject to retire by rotation. Your Board recommends the
re-appointment of the Directors above in the best interests of the
company.
Mr. G.Raghavendra Rao was appointed as Additional Director in
Independent Category on 13.08.2014 and is now proposed to be
regularised and appointed as a non-rotational Independent Director for
a period of five years.
Also the Board has re-appointed Mr. N Ravi Prasad as the Managing
Director at its meeting held on 13.11.2013 and changed his designation
as Managing Director and Cheif Executive Officer at its meeting held on
13.08.2014.
Also the Board has re-designated Mr. N Rajender Prasad as the Jt.
Managing Director and changed his designation as Jt.Managing Director
and Cheif Financial Officer at its meeting held on 13.08.2014.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm that:
I) In the preparation of the Annual Accounts, the Applicable accounting
standards have been followed.
II) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the period:
III) Proper and sufficient care has been taken for the maintenance of
adequate accounting record in accordance with the provisions of the
Companies Act 1956 for safeguarding the assets of the Company and for
the preventing and detecting fraud and other irregularities.
IV) The Directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
AUDITORS
Your directors propose the appointment of M/s. K. S. Rao & Co,
Chartered Accountants, Hyderabad as statutory auditors to hold office
until the conclusion of the next Annual General Meeting of the company.
COST AUDITOR
Your Directors have appointed Mr. Karuchola Koteshwara Rao, Hyderabad,
Cost Accountant, as the cost auditor for the financial year 2013-14.
CLARIFICATIONS ON AUDITORS'' COMMENT IN AUDITORS REPORT:
1. Emphasis of matter:
In view of the losses of the Company, the Board has taken decision to
provide for gratuity when it materializes.
2. Basis for qualified opinion:
Although this net worth of the Company has been eroded, the Company is
presently making profits and hopes to come to positive net worth in the
coming years.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and
Analysis, which forms part of this Report.
CORPORATE GOVERNANCE
As a listed company, necessary measures have been taken to comply with
the listing agreements of Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the Auditors is
given elsewhere in the Annual report.
CODE OF CONDUCT:
The Code of conduct has been circulated to all the members of the Board
and Senior Management and the compliance of the same has been affirmed
by them. Code of conduct has also been place signed on the website the
company. A declaration signed by the Managing Director is given
elsewhere in the Annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A) Conservation of Energy Nil
B) Technology absorption, adoption and innovation.
Specific areas in which R & D carried out by the company Nil
Benefits derived as a result of the above R & D Nil
Future plan of action Nil
Expenditure on R & D
a. Capital Nil
b. Recurring Nil
c. Total Nil
d. Total R & D Expenditure as a percentage of Total Turnover Nil
1) Efforts made towards Technology N.A
2) Benefits derived as a result of the above efforts N.A
3) In case of imported technology imported during
1st 5 years (reckoned for the beginning of the
Financial year) following information is furnished:
a) Technology N.A
b) Year Import N.A
c) Has Technology been fully absorbed N.A
d) If not fully absorbed, area not applicable N.A
e) Where this has not been the case, reason
therefore and future plans of action N.A
C) FOREIGN EXCHANGE EARNING & OUT GO
During the year Foreign Exchange out go was Rs.60.27 lakhs and Foreign
Exchange earnings was Rs. Nil.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
excellent service rendered by all the employees of the Company.
DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:
The shareholders
I, N. Ravi Prasad, Managing Director of the Company do hereby declare
that the directors and senior management of the Company have exercised
their authority and powers and discharged their duties and functions in
accordance with the requirements of the code of conduct as prescribed
by the company and have adhered to the provisions of the same.
For and on behalf of the board of Directors
Southern Magnesium and Chemicals Limited
Place: Hyderabad (N.Ravi Prasad)
Date: 13.08.2014 Managing Director
Mar 31, 2013
The Directors have pleasure in presenting the 27th Annual Report and
the Audited Accounts for the year ended 31st March, 2013.
FINANCIAL REPORT / OPERATIONS: (Rs. In Lakhs)
Particulars Current Year Previous Year
As on 31.03.2013 As on 31.03.2012
Net Sale and other Income 208.97 163.61
Profit/(Loss) Before
Depreciation and Interest 60.02 (2.49)
Depreciation, and Interest 4.81 8.62
Net Profit / Net Loss (-) 55.21 (11.11)
Total Cum. Loss 602.40 (657.61)
It is with deep sorrow that we bring to your attention that our Founder
and former Chairman, Padmashree Dr. N. B. Prasad has left for heavenly
abode on 29th April this year leaving a big void amongst us. The Board
wishes to place on record the unstinted support, advice and guidance
that he has given during the last nearly three decades and for the
selfless contributions he has made.
REVIEW OF OPERATIONS:
During the year 2012-13, the Company had an income of Rs. 208.97 Lakhs
against which the Company incurred a net profit of Rs. 55.21 Lakhs as
compared to the income of Rs. 163.61 Lakhs and a net loss of Rs. 11.11
Lakhs in the previous year 2011-12.
DIVIDEND:
In view of the accumulated losses, your Directors have decided not to
recommend dividend for the year.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on BSE Limited.
CAPITAL OF THE COMPANY:
The Authorised Capital of the company stands at Rs. 5,00,00,000/-
divided into 40,00,000 equity shares of Rs. 10/- each and 10,00,000
preference shares of Rs.10/- each. The Issued, Subscribed and Paid up
capital of the company stands at Rs. 4,00,00,000 divided into 30,00,000
equity shares of Rs 10/- each and 10,00,000 preference shares of
Rs.10/- each.
SUBSIDIARY COMPANY:
The Company has no subsidiaries.
INSURANCE:
The company''s assets have been adequately insured against major
risks.
DIRECTORS:
In accordance with the Companies Act, 1956 read with Articles of
Association of the company, the Director namely Sri. V. S. S. Prakash,
Director retires by rotation and is eligible for re-appointment. Your
Board recommends the re-appointment of the Director above in the best
interests of the company.
Sri. Snehal A Thakkar resigned the Board on 30.05.2013 and the Board of
Directors of the company places on record their sincere appreciation
and thanks for the valuable guidelines and contribution given by Sri.
Snehal A Thakkar.
Sri. K. Eshwaraiah was appointed as additional director on the board
w.e.f. 30.05.2013.
BRIEF PROFILE OF SRI. V. S. S. PRAKASH:
Particulars Sri. V. S. S. Prakash
Date of Birth 12.05.1958
Date of Appointment 30.04.2009
Qualifications B.com
No. of Shares held in the Company Nil
BRIEF PROFILE OF SMT.MARIYAMMA
Particulars Smt.Mariyamma
Date of Birth 22.05.1957
Date of Appointment 01.02.2013
Qualifications DGM, APIDC (APIDC Nominee Director)
No. of Shares held in the Company Nil
BRIEF PROFILE OF SRI. K. ESHWARAIAH:
Particulars Sri. K. Eshwaraiah
Date of Birth 12.08.1954
Date of Appointment 30.05.2013
Qualifications DGM RRL (Retd.,) APIDC
No. of Shares held in the Company Nil
Directorships held in other
companies Nil
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm that:
I) In the preparation of the Annual Accounts, the Applicable accounting
standards have been followed.
II) 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 at the end of the financial year and of the profit or
loss of the Company for the period:
III) Proper and sufficient care has been taken for the maintenance of
adequate accounting record in accordance with the provisions of the
Companies Act 1956 for safeguarding the assets of the Company and for
the preventing and detecting fraud and other irregularities.
IV) The Directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
AUDITORS
Your directors propose the appointment of M/s. K. S. Rao & Co,
Chartered Accountants, Hyderabad as statutory auditors to hold office
until the conclusion of the next Annual General Meeting of the company.
COST AUDITOR
Your Directors have appointed Sri Karuchola Koteshwara Rao, Hyderabad,
Cost Accountant, as the cost auditor for the financial year 2012-13.
CLARIFICATIONS ON AUDITORS'' COMMENT IN AUDITORS REPORT:
1. Emphasis of matter: In view of the losses of the Company, the Board
has taken decision to provide for gratuity when it materializes.
2. Basis for qualified opinion: Although this net worth of the Company
has been eroded, the Company is presently making profits and hopes to
come to positive net worth in the coming years.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and
Analysis, which forms part of this Report.
CORPORATE GOVERNANCE
As a listed company, necessary measures have been taken to comply with
the listing agreements of Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the Auditors is
given elsewhere in the Annual report.
CODE OF CONDUCT:
The Code of conduct has been circulated to all the members of the Board
and Senior Management and the compliance of the same has been affirmed
by them. Code of conduct has also been place signed on the website the
company. A declaration signed by the Managing Director is given
elsewhere in the Annual report.
C) FOREIGN EXCHANGE EARNING & OUT GO
During the year Foreign Exchange out go was Rs.85.67 lakhs and Foreign
Exchange earnings was Rs. Nil.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
excellent service rendered by all the employees of the Company.
DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:
The shareholders
I, N. Ravi Prasad, Managing Director of the Company do hereby declare
that the directors and senior management of the Company have exercised
their authority and powers and discharged their duties and functions in
accordance with the requirements of the code of conduct as prescribed
by the company and have adhered to the provisions of the same.
For and on behalf of the board of Directors
Southern Magnesium and Chemicals Limited
Sd/-
Place: Hyderabad (N.Ravi Prasad)
Date: 29.08.2013 Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 24th Annual Report and
the Audited Accounts for the year ended 31st March 2010.
FINANCIAL REPORT /OPERATIONS (Rs.Lakhs)
Particulars Current Year Previous Year
As on 31.03.2010 As on 31.03.
2009
Net Sale and other income 64.34 115.01
Profit Before Depreciation and interest (10.56) 6.34
Depreciation and interest 6.18 268.67
Net Profit (net loss) (16.74) (262.33)
Total Cum. Loss (661.65) (644.91)
OPERATIONS
The Company is continuing business by procuring Magnesium Metal from
Open market and processing the same to meet the requirements of
customers.
Retirement of DIRECTORS by rotation
Sir.V.S.S. Prakash, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re appointment.
CLOSURE OF SHARE TRANSFER BOOKS
The Share Transfer Books will remain closed for three days from
27.09.2010, to 29.09.2010 both days inclusive.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed:
ii) The Directors have selected such accounting polices and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of Company for the period.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting record in accordance with the provisions of the
Companies Act 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 217 (2A) of the Companies Act,
1956, read with (Companies Particulars of Employees) Rules, 1975, there
are no employees who are in receipt of remuneration exceeding Rs.6.00
lakhs per annum.
AUDITORS
You are requested to appoint M/S. K.S.Rao & Company, Chartered
Accountants, Hyderabad as auditors for the year 2010-2011 and fix their
remuneration.
CORPORATE GOVERNANCE
As required by Clause 49 of the listing Agreement a Report on Corporate
Governance is Appended.
DEPOSITS
In terms of Reserve Bank of India, Directions 1977 read with Section
58A of the Companies Act, 1956, the Directors Report as under:
1) Number of depositors who have not claimed
their deposits been paid
by the Company after due date Nil
2) Total amount remaining unclaimed/unpaid Nil
LISTING ON STOCK EXCHANGES:
Companys shares are listed in Mumbai Stock Exchange and Listing fees
have been paid up to date to the Mumbai Stock Exchange.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
excellent service rendered by all the employees of the Company.
On behalf of the Board of Directors
Sd/-
Place: Hyderabad (N.Ravi Prasad)
Date : 12-08-2010 Managing Director
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