To the Members,
Your Directors have pleasure in presenting the 36th Annual Report along with Audited Statement of Accounts for the year ended 31st March, 2014.
|Financial Results:||(Rs. in Lacs)|
|Net Turnover and other Income||1,31,920||1,05,982|
|Profit before Depreciation & Tax||12,717||10,361|
|Profit before Tax||9,802||8,179|
|Less: Provision for Taxation|
|Profit after Tax||6,357||5,501|
|Add/(Less): Adjustments relating to earlier year||72||15|
|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|
|Tax on Dividend||127||119|
|Balance Carried Forward to Balance Sheet||16,156||12,604|
During the year under review, the Total Income of your Company rose to Rs. 1,31,920 Lacs from Rs. 1,05,982 Lacs in the previous year, reflecting a significant growth of 24.47%. The topline growth can be attributed to strong brand image of the Companys products, 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 the turnover of your Company.
The net profit after tax stood at Rs. 6,357 Lacs against Rs. 5,501 Lacs in the previous year, recording a growth of 15.56%.
Re-issue of Forfeited Shares:
During the year under review, your Company has reissued and allotted 1968 Forfeited Equity Shares of the Company of Rs. 10/- at a premium of Rs. 249.76 per share to the promoters/ 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 the Company at the 35th AGM held on 10th August, 2013.
During the year under review, the Company has installed 48 Looms and 117 Readymade Garment Machines with balancing equipments. The total capital outlay for the said expansion was Rs. 6,481 Lacs, which has been financed by way of Term Loan under the TUF Scheme of Government of India and internal accruals of the Company.
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 on Dividend.
Management Discussion and Analysis:
Current Year Review
During the year under review, the global economic recovery that was visible in the beginning of the year strengthened as the year progressed. Much of the impetus coming mainly from advanced economies, though their recoveries remained uneven. Activity in many emerging economies has disappointed in a less favourable external environment, although they continue to contribute more than two-thirds of global growth. Even though we were far short of a full recovery.
On the domestic front, the Economic slowdown bottomed out. A spell of global financial turbulence caused capital outflows and put pressure on the exchange rate but strong policy measures stabilized the currency, rebuilt reserves and narrowed the excessive current account deficit. Weakness remains, however, and includes persistent inflation, fiscal imbalances, bottlenecks to investment and inefficiencies that require structural reforms. The political situation only compounded the difficulties.
Under this back drop, your Companys performance can be termed as nothing short of excellent as it touched an all time high in its topline as well as bottomline.
Global activity is expected to improve further in 2014-15. The dynamics imply a changing environment for emerging and developing economies as stronger growth in advanced economies implies increased demand for their exports.
Indian Economy growth is expected to improve in the coming quarters but the pace is likely to be gradual due to persistent challenges such as elevated inflation and the structural bottlenecks. Growth forecast is premised on normal monsoon, continuation of the recent reforms process, widely anticipated global recovery and good governance from a stable government. This together with improved private consumption demand will trigger a mild revival in industrial growth. Sectors such as consumer durables, automobiles and textiles will especially gain from this revival.
Your Company, with the increase in production capacities from the completion of the expansion project, its well-known brands, wide distribution network, establishing of newly introduced brands, introduction of value added products, innovative marketing and improved operational efficiency, your Company expects to perform better in the year 2014-15.
Forward Looking Statements
Statement in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in 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 are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conduct Audit of various departments to ensure that internal controls are in place and submit monthly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.
Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.
The Company has no subsidiary.
Shri Shrikishan D. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholders for approval. Your Directors commend the resolution.
Shri Tarun Kumar Govil was appointed as an Additional Director and Independent Director of the Company w.e.f. 30th July, 2014 and holds office till the date 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 Shri Tarun Kumar Govil as a Director of the Company, not liable to retire by rotation. Necessary resolution has been put up in the Notice to the ensuing Annual General Meeting for his appointment as Independent Director for a term of five consecutive years w.e.f. 30th July, 2014. Your Directors commend the resolution.
Smt. Ashadevi R. Poddar was appointed as Additional and Whole Time Director designated as Executive Director of the Company w.e.f. 1st August, 2014 and holds office till the date 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. Poddar as a Director of the Company, liable to retire by rotation. Necessary resolution has been put up in the Notice to the ensuing Annual General Meeting for her appointment as Director liable 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 of the 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, Non Executive Directors, are appointed as Independent Directors for a period of 5(five) years w.e.f. 1st August, 2014 to 31st July, 2019, not liable to retire by rotation. Necessary resolutions for their appointment have been put up in the Notice to the ensuing Annual General Meeting. Your Directors commend the resolutions.
Brief resume of Directors being appointed/ re-appointed as required by Clause 49 of the listing agreement is provided in the Annexure to the notice convening the Annual General Meeting of the Company.
Shri Brijmohan L. Sarda, resigned as Director from the Board of the Company and the same was accepted by the Board with effect from 12th May, 2014. Your Directors place on record their deep appreciation for the guidance given and services rendered by Shri Brijmohan L. Sarda as Director of the Company.
A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report.
Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.
During the year under review, your Company has not accepted any fixed deposits and there 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 Directors confirm as under:-
i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for 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;
iv) that the Directors have prepared the accounts for the financial year on going concern basis.
Industrial relations with staff and workmen during the year under review continued to be cordial.
Particulars of Employees:
In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the 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 the shareholders of the Company excluding the aforesaid Annexure. The Annexure is available for inspection at the Corporate Office of the Company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Corporate Office 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 the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I to this report.
The Auditors, M/s. Jayantilal Thakkar & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointments. Pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder it is proposed to reappoint M/s. Jayantilal Thakkar & Co., as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 39th AGM to be held in the year 2017, subject to annual ratification by the members at the AGM, Members are requested to re-appoint them as Auditors and to fix their remuneration.
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 was approved by the Central Government.
The Cost Audit Report for the financial year 2012-13 in XBRL format was submitted within due date on 6th September, 2013.
Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.
|For and on behalf of the Board of Directors|
|RAMESH D. PODDAR|
|Chairman and Managing Director|
|Dated: 30th July, 2014.|
ANNEXURE - I
Additional Information as required under the Companies (Disclosure of Particulars in the 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 and increasing 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 of efficiency of all Class A utilities.
(ii) Fuel Oil Consumption:
The Company is carrying out at all its plants, regular maintenance of steam lines/stem traps and user equipments to ensure high efficiency levels throughout the year. The new improvements are reviewed regularly and implemented wherever found suitable.
b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy: The Company is reviewing various proposals for reduction in consumption of energy, mainly by way of replacement of existing equipments by modern and energy efficient equipments.
c) Impact of the measures (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods: As per Form "A".
d) Total energy consumption per unit of production: As per Form "A".
|Particulars||Current Year||Previous Year|
|A. Power & Fuel Consumption|
|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|
|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|
|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|
Note: - The Company manufactures a wide range of products and the consumption of Energy will vary significantly depending upon the actual product-mix
B) TECHNOLOGY ABSORPTION:
Efforts made in technology absorption as per Form "B"
I. Research and Development (R & D):
1. Specific Areas in which R & D carried out by the Company: Product and quality Improvement, 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 have resulted 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 process technology in its various manufacturing sections which, when found suitable, are integrated 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 the beginning 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, development of new export markets for products and services and export plans: The Company is exporting Suitings, Shirtings, Readymade Garments and Furnishing items. The Company is continuously upgrading its product mix to sell the products as per the requirements of the various markets. The Company is confident that its efforts would fetch encouraging results and the Companys 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 Corporate Governance" by allowing paperless compliances by the Companies and has issued circulars stating that the service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register their e-mail address by sending their details to the Registrar and Share Transfer Agents, M/s. TSR Darashaw Pvt. Ltd.
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,
Phone : Maharashtra-91-2525-329910/11 / Maharashtra-
Fax : Maharashtra-91-2525-272475 / Maharashtra-
E-mail : email@example.com
Web : http://www.siyaram.com
TSR Darashaw Ltd
6-10 Haji Moosa ,Patrawala Ind.Estate,DrEMoses Rd Mahalaxm,Mumbai - 400 011
|Scheme Name||No. of Shares|
|DSP BR Micro-Cap Fund (G)||2,21,697|
|Reliance Small Cap Fund (G)||1,81,925|
|DSP BR 3 Years Close Ended Equity Fund (G)||73,659|
|Canara Robeco Balance (G)||17,700|
|Canara Robeco F.O.R.C.E. Fund (G)||12,808|