siyaram silk mills ltd share price Directors report

To the Members,

Your Directors have pleasure in presenting the 44th Annual Report of the Company along with Audited Financial Statements for the year ended 31st March, 2022.

1. STANDALONE FINANCIAL RESULTS: (Rs in Lakhs)

Particulars	2021-22	2020-21
Net Turnover and other Income	1,93,752	1,12,821
Profit before Depreciation, Exceptional	35,066	6,599
Item and Tax
Less: Depreciation	5,854	6,076
Profit before Exceptional Item and Tax	29,212	523
Less : Exceptional Item	529	-
Profit before Tax	28,683	523
Less: Tax Expense
Current Tax	7,545	430
Deferred Tax	(114)	(290)
Income Tax related to earlier year	-	(151)
	7,431	HU
Profit after Tax	21,252	534
Add/(Less): Other Comprehensive Income (net of taxes)	54	160
Total Comprehensive Income for the year	21,306	694

2. OPERATIONS:

During the year under review, the Total Income of your Company was Rs 1,93,752 Lakhs as compared to Rs 1,12,821 Lakhs in the previous year. The net profit for the year stood at Rs 21,306 Lakhs against Rs 694 Lakhs in the previous year.

3. DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of Rs 3.20 (160%) per Equity Share of Rs 2/- each for the year 2021-22. During the year the Company had paid 1st Interim Dividend of Rs 3/- (150%) per Equity Share and also 2nd Interim Dividend of Rs 3/- (150%) per Equity Share of Rs 2/- each. The aggregate Dividend for the year is 9.20 (460%) per Equity Share (previous year Dividend of Rs 4.60 (230%) per Equity Share of Rs 2/- each), with a total outlay of Rs 4,312.04 Lakhs as against Rs 2,156.02 Lakhs for the previous year.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"/ "Listing Regulations"), the Board of Directors of the Company ("the Board") has approved and adopted the Dividend Distribution Policy and the same is available on the Companys website at the link https://www.sivaram.com/investersfirelations/policv.

4. SHARE CAPITAL:

The Paid-up Share Capital of the Company as on 31st March, 2022 was Rs 937.40 Lakhs.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2022, none of the Directors of the Company hold convertible instruments in the Company.

5. Re-classification UNDER regulation 31A of sebi (LODR) regulations, 2015.

During the year under review, the Board of Directors at its meeting held on 10th August, 2021 had approved the request received from certain Promoters ("Outgoing Promoters") for reclassifying them from "Promoter and Promoter Group" category to "Public" category shareholders of the Company.

Accordingly, BSE Limited and National Stock Exchange of India Limited vide their respective letter dated 16th February, 2022 had approved the Re-classification of Outgoing Promoters to "Public" category in terms with the provisions of Regulation 31A of Listing Regulations. The summary of the Shareholding Pre-Reclassification & Post Re-classification are as follows :-

Re-classification	Promoter Holding		Public Holding
	Shares Held	% age	Shares Held	% age
Pre- Reclassification	31494343	67.19	15375737	32.81
Post-Reclassification	31489313	67.18	15380767	32.82

6. RESERVES:

The Company has transferred Rs 20,000 Lakhs to General Reserves during the year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Management Discussion and Analysis Report ("MD&A") is included in the Annual Report as required under Regulation 34(2)(e) of the Listing Regulations.

8. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated in the Listing Regulations, together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

9. DIRECTORS:

Directors appointment / re-appointment.

Shri. Ramesh D. Poddar, Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors commend his re-appointment.

The Board has approved the re-appointment and remuneration of Shri. Gaurav P. Poddar, as President and Executive Director, for a further period of 5 years from 1st August, 2022 to 31st July, 2027, Shri. Ramesh D. Poddar as Chairman and Managing Director and Shri. Shrikishan D. Poddar as Executive Director for a further period of 5 years from 1st November, 2022 to 31st October, 2027. Necessary resolutions have been put up in the Notice of the ensuing Annual General Meeting (AGM) for approval of the members. Your Directors commend the resolutions.

Brief resume of Directors being appointed/ re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company.

Declaration from Independent Directors.

All Independent Directors have given declaration 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 (LODR) Regulations, 2015.

Companys Policy on appointment and remuneration of Directors.

Appointment of Independent Directors.

All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Smt. Mangala R. Prabhu holds office upto 24th March, 2024 and Shri. Sachindra N. Chaturvedi, Shri. Deepak R. Shah, Shri. Ashok N. Desai, and Shri. Chetan S. Thakkar hold office upto 31st July, 2024.

Criteria for appointment of Independent Directors.

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/ Whole Time Directors.

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant experience and expertise particularly in the Textile Industry, leadership qualities required for the position and shall take into consideration recommendations, if any, received from any member of the Board.

Remuneration Policy.

The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of Individual Directors, the Board as a whole and also the Secretarial Department. Evaluation of performance is undertaken annually.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting held on 25th March, 2022 at which the performance of the Board as a whole was also evaluated and the performance of the Secretarial Department was also reviewed. The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).

The Directors expressed their satisfaction with the evaluation process.

10. NUMBER OF BOARD MEETING:

The Board of Directors met 4(four) times during the year, the details of which are provided in the Corporate Governance Report.

11. COMMITTEES OF THE BOARD:

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee

6. Share Transfer Committee

7. Risk Management Committee

8. Allotment Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended 31 st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at 31st March, 2022 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, 2013, 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.

v) the Directors have laid down internal financial controls, which are adequate and operating effectively.

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has in place an adequate internal financial control system, commensurate with the size and complexity of its operations. Necessary checks and controls are in place to ensure that all assets are safeguarded, to detect and prevent errors and frauds and that the 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 Quarterly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.

The Internal Auditors also audit the effectiveness of the Companys internal financial control system. No major inefficiencies were reported.

14. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

15. KEY FINANCIAL RATIOS:

Ratios	2022	2021	Change
Debtors Turnover	5.89	3.62	62.51%
Inventory Turnover	2.73	1.86	47.15%
Interest Coverage Ratio	17.17	1.18	1358.52%
Current Ratio	2.11	2.27	-7.29%
Debt Equity Ratio	0.27	0.21	30.14%
Operating Profit Margin %	14.05%	-2.79%	-
Net Profit Margin %	11.17%	0.49%	2174.22%
Return on Net Worth %	22.67%	0.69%	3186.01%

Note (1) Above ratios are based on Standalone Financials of the Company.

(2) Higher Interest Coverage Ratio, Operating Profit Margin, Net Profit Margin and Return on Net Worth is due to higher profitability during the year. The year 2020-21 was a Covid-19 pandemic affected year, hence the ratios are not comparable.

16. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be accessed on the Companys website at the link https://www.siyaram.com/investersfirelations/agm_2022.

17. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2022.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the Standalone Financial Statements.

19. SUBSIDIARY COMPANIES:

Cadini S.R.L.

The Company has a wholly owned foreign subsidiary, namely Cadini S.R.L., Italy. 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 the subsidiary is given in Form AOC-I and forms part of the Annual Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standard issued by the Institute of Chartered Accountants of India and forms part of the Annual Report.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Companys website at the link https://www.siyaram.com/uploads/1579851974_Final_ Whistle_Blower_Policy.pdf

22. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arms length basis. There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the Policy on Related Party Transactions of the Company. Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to your Company.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The Policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Companys website at the link https://www.siyaram.com/ uploads/1654181577_Policv_on_Materialitv_of_Related_ Party_Transactions.pdf

Members can refer to Note No.42 to the Standalone Financial Statements which sets out related party disclosures.

23. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT: There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure -I to this Report.

27. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline on the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure -II to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Companys website at the link https://www.siyaram. com/uploads/1575468807_Social_Responsibility_Policy- SSML.pdf

28. AUDITORS:

a. Statutory Auditors:

In the 39th AGM held on 9th September, 2017, M/s. D S M R & CO, (formerly known as Songira & Associates) Chartered Accountants, (FRN.128085W), were appointed as Statutory Auditors of the Com pany for a period of 5(five) years from the conclusion of the 39th AGM till the conclusion of the 44th AGM of the Company to be held in the year 2022.

M/s. D S M R & CO, Chartered Accountants, will complete their present term on conclusion of this AGM in terms of the said approval and as per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

M/s. D S M R & CO, Chartered Accountants, have expressed their intention not to seek re-appointment as Statutory Auditors of the Company on the conclusion of the present term. The Audit Committee and the Board of Directors at their meeting held on 7th May, 2022 took note of the above and accepted their request.

The Board of Directors placed on record its appreciation for the services rendered by M/s. D S M R & CO, Chartered Accountants, to the Company.

Further, the Report of the Statutory Auditors, M/s. D S M R & CO, Chartered Accountants, forms part of the Annual Report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

It is proposed to appoint M/s. Jayantilal Thakkar & Co., Chartered Accountants (FRN104133W), as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of the 49th AGM to be held in the year 2027. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Jayantilal Thakkar & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said section. Resolution for their appointment is placed before the Members of the Company at the ensuing AGM. Members are requested to approve their appointment as Statutory Auditors and to fix their remuneration.

b. Cost Auditors:

As per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder, the Cost Audit of the cost records of the Company for the F.Y 2021-22 was carried out by M/s. Bhuta & Associates, Cost Accountants and the related Report will be filed on or before 27th September, 2022. The Cost Audit Report for the F.Y 2020-21 was filed on 29th October, 2021.

The Board of Directors have re-appointed M/s. Bhuta & Associates, Cost Accountants, as Cost Auditors to audit cost records of the Company for the F.Y! 2022- 23. A resolution seeking members approval for the remuneration payable to them forms part of the Notice convening the AGM.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. GMJ & Associates, Company Secretaries to undertake Secretarial Audit for the F.Y 2021-22. The Secretarial Audit Report is annexed herewith as Annexure - III. There is no secretarial audit qualification for the year under review.

29. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure -IV. In terms of the provisions of Section 197(12) of the Act read with sub-rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the first proviso to section 136(1) of the Companies Act, 2013 the details are excluded from the Report sent to members. The required information is available for inspection at the registered office/ corporate office and the same shall be furnished on request.

30. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of your Company during the year under review.

31. business responsibility report:

The Business Responsibility Report as required by Regulation 34(2)(f) of the SEBI (LODR), Regulations, 2015 is annexed as Annexure - V and forms part of this Report.

32. APPRECIATION:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions, Banks, Customers and Vendors. 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
Place: Mumbai	Chairman and Managing Director
Dated: 7th May, 2022.	DIN - 00090104