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समबंदम स्पिनिंग मिल्स निदेशकों की रिपोर्ट, समबंदम स्पिनिंग मिल्स निर्देशकों द्वारा रिपोर्ट

समबंदम स्पिनिंग मिल्स

बीएसई: 521240  |  NSE: SAMBANDAM  |  ISIN: INE304D01012  |  Textiles - Spinning - Cotton Blended

खोजें समबंदम स्पिनिंग मिल्स कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

The directors have pleasure in presenting the 44th Annual Report together with the Audited Accounts for the year ended March 31, 2018 (the year).

1

Performance highlights Revenue from Operations

2017 - 18 2016 - 17

(Rupees in Lakhs)

Direct exports

708

381

Merchandise exports

0

580

Domestic Sales

18416

19736

Total Yarn and Process Waste Sales

19125

19736

Wind Turbine Generator Power sold to third party

158

159

Other Revenue

25

40

Total Revenue from Operations Profit

19308

20896

Gross profit [Profit before interest, depreciation & Tax]

2279

3073

Cash profit [Profit before depreciation & Tax]

1360

1962

Profit before tax [PBT]

344

905

Less : Provision for Current Tax

724

435

Provision for Deferred Tax

-725

38

Profit after tax [PAT]

345

432

Profit carried from previous year

156

12

Profit available for appropriation

APPROPRIATION OF PROFIT :

501

444

Transfer to General Reserve

0

465

Proposed Dividend on Equity Shares

85

170

Tax on proposed equity dividend

17

35

Surplus profit carried to Balance Sheet

99 501

156

826

2 DIVIDEND

With a view to maintain the dividend payment track record of the Company, your directors decided to recommend payment of Dividend at 20% for the year, subject to the approval of the bankers of the Company.

3 MANAGEMENT DISCUSSION AND ANALYSIS

Core business of the company is manufacture and sale of cotton yarn. The management discussion and analysis given below discusses the key issues of the Industry with specific reference to the cotton yarn spinning sector.

a) INDUSTRY PERFORMANCE

The year 2017-18 has been a year of major challenges faced by the spinning industry, which faced almost year long downtrend in Selling prices, coupled with wide fluctuations in cotton prices. The power situation was also bad in the first few months but got stabilized in the subsequent period. Market demand for yarn was also continuously subdued which forced many units to reduce the working days and lower their production for export orders from global retail giants. On the other hand, from the raw material front during the year 17-18 even though domestic cotton was aplenty, still mills were importing fibre. Quality constraint is observed to be the primary reason for such industry behavior. High trash content, rampant adulteration and abnormal moisture content was observed in domestic supplies and this has resulted in rampant import by many spinners .A cross-section of spinners said that mills in Tamil Nadu have stopped procuring cotton from Gujarat, in particular, and reduced the quantity purchased from Maharashtra due to quality issues. There is said to be authenticated report on the fact that there is a mix up of quality cotton such as Sankar 6 with Comber Noil and carded waste. To make quick money, when demand surges, ginners sell cotton without removing trash. While 2 per cent trash is permissible, in recent months it has soared to 7 per cent. Many traders also liberally douse kapas with water, adding to the moisture content. “The industry experts fears that this could adversely affect the India Cotton branding initiative. “It could be a threat to the entire textile value chain. This has posed additional challenge to procure cotton at competitive costs . Experts in the industry have urged urgent government intervention for stopping such unethical trade practices and also urged for reintroduction of Cotton Control Order and ISI standards be enforced. According to experts in this industry , contracted import volumes could easily touch a record 30 lakh bales. “Mills in Tamil Nadu invariably take the lead in importing the fibre, but this year, spinners in the North have also taken to imports as the realization is 3 to 4 per cent better than the domestic fibre.”Such measures will not just conserve forex reserves, but also help every stakeholder in the textile value chain. Despite being the largest producer of cotton and the biggest exporter of yarn, India continues to depend on the US, West Africa and Australia for supply of quality fibre.Cotton farming is sustainable with minimum support from the government. The present state of affairs though would push farmers away from cotton cultivation,” is the general industrial observation.

There are about 600 spinning mills registered in Tamil nadu out which majority of them have faced shutdown like situation due to acute competition accentuated by continuous cost pressures from all fronts .The cotton arrivals have been affected to a larger extent due to demonetisation in the second part of the year as farmers preferred cash payment instead of other modes of payment .Spinning mills are under continuous stress .Spinning is feeder industry to weaving and knitting sectors, its fortunes mainly depend upon the dynamics of those sectors This will naturally have a cascading effect on the spinning sector, which feed the weaving and knitting sectors. The spun yarn production has been on the declining path from the month of June 2017 onwards. While in October 2017 all production was lower by about 10% ,cotton yarn production was lower by 12% when compared to the first half of the year .When compared to previous year performance ,country''s export during April - November 2017 was marginally higher, whereas import was lower by 8% in dollar terms

The textile Industry is facing lots of challenges and it is under transformation on following grounds

1. Excess spindle capacity due to unplanned expansion throughout the supply chain such as Ginning, spinning, weaving and till the end user stage

2. Soaring cotton prices coupled with increasing wage costs and power costs

3. Fast and quick fashion changes among consumers and other market dynamics

4. Stiff price competition

5. Entire textile industry is facing labour shortage due to labour migration and urbanisation of labour

6. Previous year economic challenges such as GST impact and tail end effect of demonetisation.

b) COMPANY''S PERFORMANCE

(i) In Spite of rough market condition as narrated in industry scenario, your company is able to overcome the challenges posed by competitive forces during the year. Thus during the year under review, your Company''s turnover was to Rs.193.08 crores as against Rs.209.10 crores recorded in the previous year. Your Company''s performance was satisfactory. This is mainly due to cost reduction measures that were adopted by the Company such as tie-up with Private Power Producers to get the required power at a price lesser than the TANGEDCO Power, securing dedicated power supply from EB Substation to all the three units of the Company and minimum use of diesel Gensets, supported by your Company''s Wind Turbine generated power. In addition to that the good performance of windmill and price saving in group captive power purchased has helped the company to earn reasonable profit during the year. These measures helped to achieve improved level of plant utilization to maintain production and quality of the product and achieve reasonable profit after tax of Rs.346.69 lakhs as against Rs.437.22 lakhs recorded in the previous year.

(ii) Your Company''s Wind Turbine Generators (WTGs) recorded generation of electric power of the value of Rs.1408.82 lakhs during the year (Rs.1408.63 lakhs in gross revenue 2016-17).

(iii) Bank interest rates remained high during the year, However management has exercised strict control on inventory and thus could maintain the interest costs at previous year level.

(iv) In spite of many challenges company is focussed on value creation such as improving the sale per spindle , better product mix, focus on internal costs, and use of non conventional power such as solar power and widening market foot print by improving product mix

c) FUTURE OUTLOOK

Industry expects improvement during the current financial year as cotton prices are stabilizing and yarn prices have started improving from the first quarter of the financial year 2018-19. Considering the present market demand for products like Viscose, Modal, Linen Fibre and value added products like Gassed and Mercerized Yarn, your Company has planned to produce these new products in addition to the existing products Viz., Combed, Carded and Compact Yarn. The Company also started converting its yarn into fabric as a measure of value addition.

On the wind energy side, with all set for the next windy season in the state, wind energy generation has started picking up. The State has a total installed wind energy capacity of 7,685 MW. Last year (2018-19), just about 262 MW was added in the State. The capacity addition was higher in states such as Andhra Pradesh. However, evacuation has improved in Tamil Nadu and during the last financial year, contribution of wind energy to total energy consumed in the State went up to 40 % during the peak wind season. The winds started in March last year and went on till November. Hence, generation was maintained in 2017-18. This year, winds started picking up in the first week of April and wind energy generation has steadily increased. Majority of the wind energy investors in the State are industries who have wind mills for captive use. “We continue to appeal to the Government to continue with the banking option on wind energy that gives us a competitive edge in costs,”.

Going forward, in textile industry there will be increase in demand due to increase in population coupled with vast potential domestic market .In addition to existing products, lot of value added product is expected to go up manifold in the market .Also there is going to be exponential demand on technical textile products in the area of medical textiles, automobile textiles, agricultural textiles, flame retardant textiles, and other wide range of applications.

d) RISKS AND CONCERNS

Your Company has devised risk management policy which involves identification of the risks associated with the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. Audit Committee and the Board of Directors of the Company refined the risk management policy of the Company so that the management controls the risk through properly defined frame work. Heads of departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee. Details of the risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Risk Management Policy adopted pursuant to the provisions of Section 134 (3) (n) of the Companies Act 2013 is hosted on the website of the Company under the web link http://www.corporate@sambandam.com

e) ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of your Company. Systematic process safety analysis, audits, periodic safety inspections are carried out by expert agencies and suitable control measures adopted for ensuring safe operations at the site. Various processes as required for Pollution Control and Environmental Protection are strictly adhered to.

f) INTERNAL CONTROL AND SYSTEMS

Your Company has in place well established internal control procedures covering various areas such as procurement of raw materials, production planning, quality control, maintenance planning, marketing, cost control and debt servicing. Steps are taken without loss of time, to correct if any weakness is observed.

Your Company is certified ISO 9001, ISO 14001 and OHSAS18001 for the systems. Further, your Company''s laboratory is also certified by NABL on Global Organic Textile Standard, Better Cotton Initiative and others as displayed on the cover page of this Annual Report.

g) HUMAN RESOURCES MANAGEMENT

Employees are your Company''s most valuable resource. Your Company continues to create a favourable environment at work place. Your Company has formulated and implemented various welfare measures for the employees. The Company also recognizes the importance of training and consequently deputes its work force in various work related courses/seminars including important issues like Total Quality Management (TQM), behavioural skills, soft skills, etc. Because of these labour welfare and improvement measures, your Company is able to attract and retain well trained and dedicated workforce.

The fact that relationship with the employees continues to be cordial is testimony to the Company''s ability to retain high quality workforce. In view of the aforesaid relationship no man days were lost during the year under report.

h) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act 2013. Management of the Company has set up an Internal Complaints Committee (ICC) to redress any complaint received regarding sexual harassment. All the employees of the Company are covered under this policy. Out of 896 permanent employees on the rolls of the Company, 313 are women and 583 are men. No complaint on sexual harassment has been received from any women employee during the year and no complaint is pending at the end of the year.

i.) COST AUDIT

Audit Committee at the Audit Committee Meeting held on 26th May 2018, board of directors have approved the appointment of M/s.K.M.Krishnamurthy & Co., (Firm Reg No 102198 Cost Accountants for audit of cost accounts of the Company. In accordance with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the Company is applicable for the financial year commencing from 1st April 2018. On the recommendation of the Audit Committee, Board of Directors of the Company at their meeting held on 27.05.2018, approved the appointment of M/s.K.M.Krishnamurthy & Co., Firm Reg. No 102198, Salem, for audit of Cost Accounts of the Company for the year 2018-19 and the resolution for ratification of the remuneration payable to the Cost Auditor for the year 2018-19 will be placed before the members for their ratification at the 44th Annual General Meeting of the Company scheduled to be held on 11.08.2018.

In view of the Company maintaining the cost records and the statutory requirement for the cost audit of such records, your directors decided to continue the Cost Audit for the year 2017-18. The Cost Auditor will submit to the Board of Directors his report for the year 2017-18 after duly certifying the cost records. Cost Audit Report for the year 2017-18 will be submitted in XBRL format well before the due date.

j) BOARD MEETINGS :

During the year under review seven board meetings were held and the intervening gap between any two board meetings did not exceed 120 days. Dates of the board meetings and details of directors'' attendance at the meetings are furnished in the Corporate Governance report at Annexure - VIII.

k) DIRECTORS

At the 43rd Annual General Meeting of the Company held on 12.8.2017 members had appointed Dr.V.Sekar, Dr.R.Ramarathnam and Sri D.Balasundaram, as Independent Directors of the Company for a term of five consecutive years from the date of that AGM till the conclusion of the 47th AGM of the Company. Since all the five Independent Directors are not liable to retire by rotation, out of the remaining five non-independent directors, Sri S.Devarajan, opted to retire by rotation at the ensuing 44th Annual General Meeting. However, he is eligible for reappointment by members at the 44th AGM of the Company and hence reappointed as Executive Director of the Company.

Details of appointment of directors are shown in Corporate Governance Report.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

l) DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards Ind AS have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; It is reported further that during the period under review of last year, the company had no specific events /actions except the following mentioned event such as the management has reported that during the FY 17-18 an employee had misappropriated the funds of the company in tranches. The fraud by the employee was detected by the company during the year and the same was intimated to stock exchange. As per the information submitted by the company to the stock exchange , the amount misappropriated by the employee would be Rs 13.44 Crore. The company has taken all steps including appropriate actions such as criminal proceedings, and special investigative audit was instituted against the employee in this regard. In addition to that company has further strengthened internal control systems to prevent such occurrence in future.

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

m) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.

n) PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

None of the employees or directors of the Company has drawn remuneration exceeding Rs.8.5 lakhs per month or Rs.102 lakhs per annum during the year.

o) BOARD EVALUATION

Board of Directors carried out annual evaluation of its own performance and that of the Committees and the individual directors pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013, and the corporate Governance requirements prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Performance of the Board was evaluated as per standard guide line prescribed by SEBI vide circular dt 5th January, 2017 after seeking input from the Directors on the basis of board evaluation guideline ,the criteria such as the Board Composition, effectiveness of board process, information flow and functioning of the Board. Performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as composition of the Committees, effectiveness of the Committee meetings, etc. and it was observed that the performance of the Board as well as the Committees was adequate.

Performance of the non-independent Directors were evaluated by the Independent directors at the meeting of the Independent directors on the basis of six criteria, viz. attendance and participation; Qualification, knowledge, skill and enterprise; updating of skill and knowledge; individual contribution; adherence to Company''s policies and procedures and benefits derived by the Company. On the basis of the above criteria performance of all the non-independent directors were found to be satisfactory. As regards the performance of the Chairman & Managing Director, after taking into consideration the views of the Executive Directors and the non-executive directors the Independent Directors were of the unanimous view that the Chairman & Managing Director is not only well informed and knowledgeable about the Industry but also has the requisite experience to execute his duties as Chairman and Chief Executive of the Company. His insight and forward looking policies have elevated the status of the Company in the eyes of the stakeholders and the wholesome performance of the Company is in his safe hands and the future of the Company is bright.

Performance evaluation of the independent directors was done by the entire board excluding the director being evaluated. None of the independent director is due for reappointment.

p) FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

Periodic presentations are made by Senior Management and Internal Auditors at the Board meetings and Committee meetings on the business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to all the Directors including the Independent Directors.

q) DEPOSITS

Following are the details of deposits covered under Chapter V of the Companies Act 2013 :

i. Deposits Accepted from shareholders during the year (2017-18) : Rs.263.90 lakhs

ii. Deposits remaining unpaid or unclaimed as at the end of the year : NIL

iii. Any default in repayment of deposits or payment of interest thereon during the year : NIL

iv. Total Deposits from shareholders outstanding at the end of the year : Rs. 569.10 lakhs Company has duly complied with the provisions of Section 73 of the Companies Act, 2013 read with relevant rules with respect to fixed deposits.

r) INDUSTRY ASSOCIATIONS

Sri S.Dinakaran, Joint Managing Director of the Company is a member of the Committee of Administration and Chairman of the Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai and the Confederation of Indian Textile Industry ( CITI ), Delhi. By virtue of the offices he holds, Sri S.Dinakaran has been representing to the Industries and Finance Ministries at the appropriate time to get relief to the ailing Textile Industry.

s) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANIES :

There are two associate Companies -

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital

This Company has recorded total revenue of Rs 437.73 Lakhs and profit after tax (PAT) of Rs 20.88 Lakhs during the year ended 31.3.2018 as against Rs. 374.39 Lakhs Revenue and Rs. 17.97 Lakhs PAT recorded in the previous year.

Salem IVF Centre Pvt. Ltd. - 27.73% investment in the share capital of that Company.

This Company incorporated on 17th November 2014 has recorded total revenue of Rs.195.75 lakhs and Loss of Rs.71.92 lakhs during the fourth year of its operations as against the revenue of Rs.185.79 lakhs and loss recorded Rs.92.21 lakhs the Previous Year (Period from 01.04.2016 to 31.3.2017).

Highlights of performance of subsidiaries or Associate Companies

SPMM Health Care Services Pvt Ltd., revenue increased by 16.92 % from operations during 17-18 when compared to 16-17. However, Also Profit after tax has increased by16.14 %.,and this is due to maintaining operational expenditure at the same level in 17-18 when compared to 16-17.

Salem IVF Centre Pvt Ltd., revenue from operations has increased by 5.36% from operations during 17-18 when compared to 16-17. This company was incorporated in November 2014 and is in its 4th year of operation and it is in gestation period and is still in progress and will take a few more years to earn profit .

t) CHANGES OR COMMITMENTS AFTER THE YEAR END ON 31.3.2018

No material change or commitment affecting the financial position of the Company has occurred between the close of the financial year on 31.3.2018 and the date of this report.

Information pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 :

(i) Ratio of the remuneration of each Director, Company Secretary, Chief Financial Officer and Chief Technical Officer to the median remuneration of the employees of the Company; AND

(ii) Percentage increase in their remuneration in 2017-18 as compared to the previous year (2016-17): (Median Remuneration : Rs.1,17,805 in 2017-18)

Name of whole-time Directors and KMP

Remuneration in 2017-18 Rs. lakhs

Remuneration in 2016-17 Rs. lakhs

% increase in 2017-18 Rs. lakhs

Ratio to Median Remn.

Ratio of 2017-18 Remuneration to

Revenue

Net Profit

Mr. S.Devarajan, CMD

48.00

36.00

NIL

40.75

0.25%

8.00%

Mr. S.Jegarajan, JMD

45.60

45.60

NIL

38.71

0.24%

5.70%

Mr. S.Dinakaran, JMD

19.20

19.20

NIL

16.30

0.10%

3.20%

Company Secretary

12.00

11.14*

7.72

10.19

0.06%

2.00%

Mr. D.Niranjan

18.00

18.00

NIL

15.28

0.09%

3.00%

Kumar, CFO

Mr. J.Sakthivel - CTO

18.00

18.00

NIL

15.28

0.09%

3.00%

‘Previous Company Secretary was employed for part of the year

Name of Non-executive Directors

# Sitting fees in 2017-18 Rs. lakhs

# Sitting fees in 2016-17 Rs. lakhs

% increase /

(% decrease) in 2017-18 Sitting fees

Mr. D.Sudharsan, -Smt. S.Abirami -

1.05

1.05

0.75

0.75

N.A* (lllb) N.A* (lllb)

Name of Independent Directors

# Sitting fees in 2017-18 Rs. lakhs

# Sitting fees in 2016-17 Rs. lakhs

% increase /

(% decrease) in 2017-18 Sitting fees

Dr. R.Ramarathnam

2.80

NA

#

Dr. V.Sekar

3.05

0.15

#

Mr. D.Balasundaram

2.80

NA

#

Mr. S.Gnanasekharan

3.05

2.80

8.92%

Mr. Kameshwar M Bhat

3.20

2.95

8.47%

Dr. V.Gopalan

0.55

3.10

#

Mr. N.Asoka

0.55

3.10

#

# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the Committee or of the Board attended by them.

(iii) Percentage increase in the remuneration of employees in 2017-18 : 5%

(a) No increase in the sitting fees of Directors.

(b) Variation in the sitting fees paid to Directors depends on their attendance at the Board / Committee Meetings.

(iv) Number of permanent employees on the rolls of the Company : 896

(v) No variable component of the remuneration availed by any director.

4 AUDITORS

The audit firm, M/s.R.Sundararajan & Associates, Chartered Accountants, (firm Reg.No 008282S) have confirmed their eligibility and willingness to accept office, if appointed. On the recommendation of the Audit Committee, your Company''s Board is placing the Resolution u/s 139(2) of the Company''s Act 2013 for appointing him as the Statutory Auditors of the Company from the financial year 2018-19 to 2021-22.

5 CAUTIONARY NOTE

Statements in the Board''s report and the management discussion and analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are reported to an Independent Director and member of the Audit Committee at his email id ksg_comsec@yahoo.com. The key directions/actions are informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Company''s Website under the web link http://www.corporate@sambandam.com

7 AUDIT COMMITTEE :

Details of Composition of Audit committee are covered under corporate governance report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit committee have been accepted by the Board.

8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any qualification, reservation or adverse remark or disclaimer. Secretarial Audit Report in Form MR-3 is attached, which forms part of this report - refer Annexure VI. Applicable Secretarial standards ,ie SS1 and SS2 ,relating to “Meeting of the board of directors “ and “General meeting “respectively ,have been duly complied with by the company

9 EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act 2013 is also attached, which forms part of this report - refer Annexure VII.

10 TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT :

Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from 07.09.2016 ,the declared dividends which remained unpaid or unclaimed for a period of seven years, has to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year 2017-18, transfer of Unclaimed Dividend of the year 2010-11 was applicable since the interim dividend was declared for the year 10-11..

However, shareholders are requested to take note that as per IEPF rules, the company is required to transfer unpaid dividend and underlying shares also in respect of which final dividend was not claimed /paid of the year 10-11, to IEPF authority. Shareholders who have not claimed their final dividend of the year 10-11 can write to the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at ''Subramanian Building'', No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents (RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid claim is received ,the shares in respect of which the dividend are lying unpaid /unclaimed will be transferred to IEPF authority on the due date Further in terms of rule 6(3) of the IEPF rules ,statement containing the details of shareholders who have not claimed dividend for previous years ,and his folio number /DP-ID /client ID is made available on company''s website www.sambandam.com for information and necessary action by shareholder. In case, the concerned shareholder wish to claim the shares after transfer to IEPF, an application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same is available at IEPF website (ie) www.iepf .gov. in.

Dividend year

Date of declaration of dividend

Due date for transfer to IEPF

10-11

Final dividend dt 12.08.2011

12.09.2018

11-12

Dividend not declared

Not applicable

12-13

Dividend not declared

Not applicable

13-14

28.09.2014

27.10.2021

14-15

27.09.2015

26.10.2022

15-16

06.08.2016

05.09.2023

16-17

12.08.2017

11.09.2024

11 ACKNOWLEDGEMENT

Your directors thank the Company''s customers, vendors and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Company''s consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank State Bank of India, Karnataka Bank Limited, Canara Bank, Axis Bank Limited and IDBI Bank Limited and the State and Central Government departments for their support, and look forward to their continued support in future.

Salem S. Devarajan

May 27, 2018 Chairman & Managing Director

स्रोत: रेलीगरे टेचनोवा

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  • MARKET CUES : DIIs ने कैश में `220 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `297 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `109 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `840 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `513 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `139 Cr की बिकवाली
  • STILL IN F&O BAN : YES BANK के F&O पर रोक बरकरार
  • DB ON VODAFONE IDEA : SELL रेटिंग, लक्ष्य `1/Sh
  • CLSA ON VODAFONE IDEA : SELL रेटिंग, लक्ष्य घटाकर `3.50/Sh

अभी देखें

मार्केट टॉप 20

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