Siyaram Silk Mills Ltd

BSE: 503811 | NSE: SIYSIL | ISIN: INE076B01010 
Market Cap: [Rs.Cr.] 849.53 | Face Value: [Rs.] 10
Industry: Textiles - Processing

Director's Report
Directors' Report

To the Members,

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

Financial Results: (Rs. in Lacs)
2013-14 2012-13
Net Turnover and other Income 1,31,920 1,05,982
Profit before Depreciation & Tax 12,717 10,361
Less: Depreciation 2,915 2,182
Profit before Tax 9,802 8,179
Less: Provision for Taxation
Current Tax 3,130 2,360
Deferred Tax 315 318
3,445 2,678
Profit after Tax 6,357 5,501
Add/(Less): Adjustments relating to earlier year 72 15
6,429 5,516
Add: Surplus brought forward from previous year 12,604 8,910
Surplus available for appropriation 19,033 14,426
Less: Transfer to General Reserve 2,000 1,000
Proposed Dividend 750 703
Tax on Dividend 127 119
2,877 1,822
Balance Carried Forward to Balance Sheet 16,156 12,604

Operations:

During the year under review, the Total Income of your Company rose to Rs. 1,31,920Lacs from Rs. 1,05,982 Lacs in the previous year, reflecting a significant growth of24.47%. The topline growth can be attributed to strong brand image of the Company’sproducts, innovative product mix, introduction of new products and aggressive marketing.It is heartening to report that all our divisions have contributed to the increase in theturnover of your Company.

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

Re-issue of Forfeited Shares:

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

Expansion:

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

Dividend:

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

Management Discussion and Analysis:

Current Year Review

During the year under review, the global economic recovery that was visible in thebeginning of the year strengthened as the year progressed. Much of the impetus comingmainly from advanced economies, though their recoveries remained uneven. Activity in manyemerging economies has disappointed in a less favourable external environment, althoughthey continue to contribute more than two-thirds of global growth. Even though we were farshort of a full recovery.

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

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

Future Outlook

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

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

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

Forward Looking Statements

Statement in the Management Discussion and Analysis describing the Company’sobjectives, projections, estimates, expectations or predictions may be forward lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company’s operations include raw material availabilityand prices, cyclical demand and pricing in the Company’s principal markets, changesin Government regulations, tax regimes, economic developments within India and outside.

Internal Control System:

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

Human Resources:

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

Subsidiary Companies:

The Company has no subsidiary.

Directors:

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

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

Smt. Ashadevi R. Poddar was appointed as Additional and Whole Time Director designatedas Executive Director of the Company w.e.f. 1st August, 2014 and holds office till thedate of the ensuing Annual General Meeting. Notice under section 160 of the Companies Act,2013 along with deposit has been received from a member proposing Smt. Ashadevi R. Poddaras a Director of the Company, liable to retire by rotation. Necessary resolution has beenput up in the Notice to the ensuing Annual General Meeting for her appointment as Directorliable to retire by rotation and as Executive Director for five years w.e.f. 1st August,2014. Your Directors commend the resolution.

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

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

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

Corporate Governance:

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

Certificate from the Auditors of the Company confirming compliance of conditions ofCorporate Governance as stipulated under the aforesaid clause 49 forms part of the AnnualReport.

Fixed Deposits:

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

Directors’ Responsibility Statement:

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

i) that in the preparation of the accounts for the financial year ended 31st March2014, the applicable accounting standards have been followed along with proper explanationrelating to material departures;

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

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

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

Industrial Relations:

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

Particulars of Employees:

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

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

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

Auditors:

The Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retireat the conclusion of the ensuing Annual General Meeting and are eligible forreappointments. Pursuant to section 139 of the Companies Act, 2013 and rules framedthereunder it is proposed to reappoint M/s. Jayantilal Thakkar & Co., as StatutoryAuditors of the Company from the conclusion of the ensuing AGM till the conclusion of the39th AGM to be held in the year 2017, subject to annual ratification by the members at theAGM, Members are requested to re-appoint them as Auditors and to fix their remuneration.

Cost Auditors:

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

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

Appreciation:

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

For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
Place: Mumbai
Dated: 30th July, 2014.

ANNEXURE - I

Additional Information as required under the Companies (Disclosure of Particulars inthe Report of the Board of Directors) Rules, 1988.

A) CONSERVATION OF ENERGY

a) Energy conservation measures taken by the Company

(i) Electrical Energy:

(a) Reducing the maximum demand by evenly distributing the loads throughout the day andincreasing efficiency of plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption, by reducing losses and improvement ofefficiency of all Class A utilities.

(ii) Fuel Oil Consumption:

The Company is carrying out at all its plants, regular maintenance of steam lines/stemtraps and user equipments to ensure high efficiency levels throughout the year. The newimprovements are reviewed regularly and implemented wherever found suitable.

b) Additional Investments and proposals, if any, being implemented for reduction ofconsumption of energy: The Company is reviewing various proposals for reduction inconsumption of energy, mainly by way of replacement of existing equipments by modern andenergy efficient equipments.

c) Impact of the measures (a) and (b) above for reduction of energy consumption andconsequent impact on cost of production of goods: As per Form "A".

d) Total energy consumption per unit of production: As per Form "A".

Form ‘A’

Particulars Current Year Previous Year
A. Power & Fuel Consumption
1 Electricity
a) Purchased (units) 4,08,35,882 3,70,14,627
Total Amount (Rs.) 23,60,33,921 16,37,59,523
Rate / unit 5.78 4.42
b) Own generation
From Diesel Generators (units) 4,20,339 5,72,667
Diesel oil consumption (Ltrs) 1,20,641 1,71,289
Units per ltr of Diesel oil 3.48 3.34
Cost / unit (Rs.) 15.98 14.91
2 Coal / Pet Coke
Quantity (Kgs) 26,25,206 18,93,233
Total Cost (Rs.) 1,83,57,260 1,64,27,211
Average rate per tonne 6,993 8,677
3 Furnace Oil / L.S.H.S.
Quantity in Ltrs 1,59,089 1,29,875
Total Cost (Rs.) 73,20,690 61,49,735
Average rate (in ‘000 ltrs) 46,016 47,351
Total Value 26,84,30,434 19,48,76,119
B. Consumption per unit of Production
1 Electricity (KWH)
Cloth / Mtr 0.80 0.87
Yarn / kg 1.69 1.82
Garment / Nos. 0.45 0.51
2 Furnace oil / L.S.H.S
Dyed Yarn / Kg - -
Garments / Nos. 0.04 0.05
3 Coal & Fuel Wood
Dyed Yarn/Kg 0.59 0.49
Garment Nos - -

Note: - The Company manufactures a wide range of products and the consumption of Energywill vary significantly depending upon the actual product-mix

B) TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form "B"

FORM ‘B’

I. Research and Development (R & D):

1. Specific Areas in which R & D carried out by the Company: Product and qualityImprovement, development of new designs, products, cost control and energy conservation.

2. Benefits derived as a result of the above R & D: The R & D activities haveresulted into development of new designs and Products.

3. Future plan of Action: Development of new varieties and Product mix.

4. Expenditure on R & D.

Capital – Rs. Nil-
Recurring – Rs. 313.91 Lacs
Total – Rs. 313.91 Lacs

II. Technology absorption, adoption and innovation:-

1. The Company has been developing in-house modifications/improvements in processtechnology in its various manufacturing sections which, when found suitable, areintegrated into the regular manufacturing operation.

2. Benefits derived as a result of the above efforts:

(a) Quality improvement

(b) Energy Conservation

3. In case of imported technology (imported during the last 5 years reckoned from thebeginning of the financial year) following information may be furnished: Not Applicable.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Activities relating to exports, initiatives taken to increase exports, developmentof new export markets for products and services and export plans: The Company is exportingSuitings, Shirtings, Readymade Garments and Furnishing items. The Company is continuouslyupgrading its product mix to sell the products as per the requirements of the variousmarkets. The Company is confident that its efforts would fetch encouraging results and theCompany’s export turnover would improve gradually.

b) Total Foreign Exchange Used and Earned (Rs. in lacs)

Used – Rs. 5146.14

Earned – Rs. 8083.90

For and on behalf of Board of Directors
Ramesh D. Poddar
Place: Mumbai Chairman and Managing Director
Date: 30th July, 2014.

For The Kind Attention of the Members

The Ministry of Corporate Affairs has taken a "Green Initiative in the CorporateGovernance" by allowing paperless compliances by the Companies and has issuedcirculars stating that the service of notice/documents including Annual Report can be sentby e-mail to its members. To support this green initiative of the Government in fullmeasure, members who have not registered their e-mail addresses, so far, are requested toregister their e-mail addresses, in respect of electronic holdings with the Depositorythrough their concerned Depository Participants. Members who hold shares in physical formare requested to register their e-mail address by sending their details to the Registrarand Share Transfer Agents, M/s. TSR Darashaw Pvt. Ltd.

   
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Key Information

Key Executives:

Dharaprasad R Poddar , Chairman Emeritus

Ramesh D Poddar , Chairman & Managing Director

Mangesh D Teli , Director

Shailesh S Vaidya , Director


Company Head Office / Quarters:

H-3/2 MIDC A-Road,
Tarapur Boisar,
Thane,
Maharashtra-401506
Phone : Maharashtra-91-2525-329910/11 / Maharashtra-
Fax : Maharashtra-91-2525-272475 / Maharashtra-
E-mail : sharedept@siyaram.com
Web : http://www.siyaram.com

Registrars:

TSR Darashaw Ltd
6-10 Haji Moosa ,Patrawala Ind.Estate,DrEMoses Rd Mahalaxm,Mumbai - 400 011

 
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