Your Directors are pleased to present their TWENTY FOURTH ANNUAL REPORT and the AuditedStatement of Accounts for the nine months period ended March 31 2013
| ||2012-13 ||2011-12 |
| ||9 Months ||15 Months |
|Turnover ||3073.59 ||4341.71 |
|Export Incentive ||5.39 ||31.23 |
|(Loss)/Profit before interest depreciation and taxation ||286.22 ||(385 17) |
|Financial expenses ||(505.07) ||(917 62) |
|Loss before depreciation & taxation ||(218.85) ||(1302 79) |
|Depreciation ||(103.87) ||(335 05) |
|Provision for Taxation || || |
|-Deferred Tax ||- ||- |
|Expenses relating to earlier years ||(26.02) ||21.74 |
|Net loss after tax ||(348.74) ||(1616.10) |
|Earning per share (Rs) || || |
|- Basic/Diluted ||(2.51) ||(12.81) |
The Board of Directors are pleased to inform that the company had produced 1 12rnillion pairs of shoes sandals and other footwear during the current period (ninemonths) as against 1 66 million pairs during the previous period (fifteen months) Thecompany has long term arrangements with Puma Sports India Private Limited and alsonegotiating with other MNCs for producing sports & other footwear on their behalf
In view of the losses your Directors do not recommend any dividend tor the period underreview.
The Company has not accepted any deposits from the public during the period underreview
The Directors hereby place on record their appreciation for the efficient and dedicatedservices rendered by the employees at all levels.
The information as required under Section 217(2A) of the Companies Act 1956 read withCompanies (Particulars of Employees) Rules. 1975 (as amended) may be taken as nil as noemployee received remuneration in excess of limits prescribed under the said section
Mr Y R Kapur resigned from the directorship of the company w e f May 23. 2013. Yourdirectors appreciated the contribution made by him during his tenure In accordance withthe provisions of the Companies Act. 1956 and Article 74 of the Articles of Association ofthe Company Mr T N Tikoo and Mr. R K Bhandari retire by rotation at the forthcoming annualgeneral meeting and being eligible offer themselves for reappointment
A detailed report on Corporate Governance as required under the Listing Agreement withthe Bombay Stock Exchange Ltd. (BSE). Mumbai is annexed to this report The Certificateissued by Practicing Company Secretary in pursuance of Clause 49 of the Listing Agreementin compliance or Corporate Governance is also annexed with this report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956 the Board of Directors report-
i that in the preparation of the annual accounts for the nine months financial period2012-13. the applicable accounting standards had been Followed along with properexplanations relating to material departures.
ii that the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are r
easonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2013 and of the loss of the Company for the nine months period ended on thatdate
iii that the Directors had taken proper and sufficient care for the 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 irregulanties.
iv that the Directors had prepared the annual accounts for the financial ended on March31 2013 on a Going Concern basts
M/s Kansal Singla & Associates Statutory Auditors hold office until theconclusion of the ensuing annual general meeting and being eligible offer themselves forreappointment They have confirmed their eligibility under Section 224(1-B) of theCompanies Act 1956 and willingness to accept the office of the Statutory Auditors ifreappointed.
The Statutory Auditors of the Company have submitted their report on the accounts forthe nine months period ended March 31 2013 The replies to the Auditors comments are asunder-
1. The Company due to liquidity constraints has not been able to deposit the PF duesoutstanding as on March 31 2013 Necessary arrangements are being made to depositoutstanding dues in the coming months.
2 Undisputed dues regard to service tax have since been deposited.
3 Other obervation (s) of auditors are self explanatory & needs no furtherclarification.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Additional information on conservation of energy technology absorption. foreignexchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) ofthe Companies Act 1956 read with Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules 1988 is annexed.
The Directors wish to place on record their appreciation to State Bank of Patiala. UCOBank Central/State Government Agencies Customers and Business Associates for theircontinued cooperation and support.
The Board of Directors also takes this opportunity to acknowledge the dedicated effortsmade by workers staff and officers and their contribution to the success achieved by theCompany.
Above all the Directors express their gratitude towards the members of - the Companyfor their continuing support and for the confidence reposed in the Management.
| ||For and on behalf of the Board |
|Place Mohali ||R.K BHANDARI |
|Date September 03 2013 ||Chairman |
REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The Company believes In abiding by the Code of Corporate Governance so as to be aresponsible corpora to citizen and to serve the best interest of all the stakeholders andthe society at large. The Company seeks to achieve this goal by being transparent in itsbusiness dealings by disclosure of all relevant information in an easily understoodmanner and by being fair to all stakeholders and by ensuring that the Company's activitiesare managed by a professionally competent Board of Directors The Company has over theyears followed the best practices of Corporate Governance by adhering to the practiceslaid down by the Management The most important part of Corporate Governance is the bestbusiness principles and leadership The Company has also followed the implementationschedule of Corporate Governance Code as mentioned in Clause 49 of the Listing AgreementThe Directors are pleased to report the same as under -
BOARD OF DIRECTORS
The present strength of the Board is six The Board Comprises of Executive andNon-Executive Directors. Three Directors including the Managing Director are Whole-timeDirectors (Executive Directors). There are three Non-Executive Directors including theChairman all of them being Non Executive Independent Directors.
The composition of Board number of Directorships & Committee positions held byeach of the Directors are given hereunder -
|SI.No Name of Director ||Category ||No. of Board Meeting(s) attended ||Attendance at Previous AGM held on February 28 2013 || |
No. of Outside Directorship(s) held (**)
No. of Membership(s)/ Chairmanship(s) In other Committees (***)
| || || || ||As Director ||As Chairman ||As Member ||As Chairman |
|1 Mr R. K. Bhandan ||Non-Executive & Independent ||6 ||YES ||- ||- || || |
|2 Mr M M Pun ||Non-Executive & Independent ||5 ||NO ||- ||- ||- ||- |
|3 Mr T N.Tikoo ||Non-Executive & Independent ||- ||NO ||- || || || |
|4 Mr Y R Kapur ||Whole-fime Director ||12 ||YES ||1 ||- || || |
|5 Mr Amit Mahajan ||Whole-time Director ||12 ||YES ||- || ||- ||- |
|6 Mr Amit Mahajan ||Whole-time Director ||12 ||YES ||1 ||- ||- || |
|7 Mr R.C Mahajan ||Managing Director ||12 ||YES ||1 ||- ||- ||- |
**Excludes directorship held in private limited companies foreign companies companiesunder section 25 of the Companies Act 1956 and memberships or Managing Committees ofother Chambers/Institutions/Boards.
*** Includes Membershlp/Chairmanship of Audit Committee and Shareholders GrievancesCommittee only.
During the year none of the Directors was either a member of more than ten committeesor Chairman of more than five committees of any public limited company.
BOARD MEETINGS AND ATTENDANCE
During the rune months period ended March 31 201312 Board Meetings were held on thefollowing dates -
|Date of Meeting ||Board Strength ||No. of Directors Present |
|July 27 2012 ||8 ||4 |
|August 09 2012 ||7 ||4 |
|August 14 2012 ||7 ||6 |
|November 15. 2012 ||7 ||6 |
|November 20. 2012 ||7. ||4 |
|December 04. 2012 ||7 ||4 |
|January 19 2013 ||7 ||4 |
|January 29 2013 ||7 ||4 |
|Febrauary 15 2013 ||7 ||6 |
|February 28 2013 ||7 ||5 |
|March 25 2013 ||7 ||6 |
|March 31 2013 ||7 ||6 |
The gap between two Board Meetings did not exceed four months Further the informationas required under Annexure l-A to the Clause 49(I)(C)(i) of the Listing Agreement is madeavailable to the Board. The Agenda and other papers having adequate information forconsideration of the Board are circulated well in advance Further the compliance reportof statutory requirements is placed before the Board on quarterly basis.
SHAREHOLDING OF NON-EXECUTIVE DIRECTORS
Mr T N Tikoo holds 200 shares In the company. No other Non-Executive Director holds anyequity share of the Company
CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT
The Company has adopted a Code of Conduct for Board of Directors and Senior Management(the Code) The Code has been communicated to the Directors and the members of the SeniorManagement. The Code has also been posted on the Company's website www.srfcotwears com.All Board Members and Senior Management have confirmed compliance with the Code for thenine months period ended March 31 2013. The Annual Report contains a declaration to thiseffect signed by the Managing Director who is also the Chief Executive Officer
RESUME OF THE DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT AT THE FORTHCOMING ANNUALGENERAL MEETING
Mr. T N Tikoo
Mr T N Tikoo is a B Sc (Tech) Textile having 41 years experience in the Textileindustry Before his appointment as director w.e f. September 01 2011 Mr T N Tikoo hadbeen the whole-time Director of the Company from July 03. 2003 to September 01 2011 andbefore that in the whole-time employment of the Company Mr T N Tikoo does not holddirectorship in any other company: Presently Mr T N Tikoo holds 200 Equity Shares of thecompany
Mr. R K Bhandari
Mr R K Bhandari is a BE (Mech) having 40 years of expenenee He has been the Director& Executive Director or Punjab Venture Capital Limited (PVCL) on Asset ManagementCompany looking after the affairs of "Punjab Infortec Venture Funds* promoted by theGoverment of Punjab in association with Small Industries Development Bank of India (SlBOI)He has in-depth experience in the field of project identification project implementationfinancing management monitoring etc He had also been the Chairman-cunvManaging Directorof Punjab National Fertilizers & Chemicals Ltd and Executive Director of Punjab StateLeather Development Corporation Limited another State Goverment organisation. PresentlyMr. Bhandari does not hold any Share of the company.
Pursuant to Clause 49 of the Listing Agreement the Board has constituted the followingCommittees with necessary delegation for smooth and efficient working -
The Audit Committee of the Company has such powers as are detailed under Section 292Aof the Companies Act. 1958 and also Clause 49 of the listing Agreement
The scope of Audit Committee includes inter-alia reviewing the systems. compliance ofstatutory and legal requirements recommending appointment & re-appointment ofstatutory auditors fixation of their remuneration and reviewing internal/statutory auditreports It also includes the reviewing annual budgets budgeted vs actual performance andquarterly/annual financial results before submitting the same to the Board. As and whenrequited senior management personnel statutory auditors and other professionals are alsoinvited to attend the Audit Committee meetings.
The powers & role of Audit Committee Is In agreement with Clause 49(II)(C)/(D) ofthe Listing Agreement
Further the Audit Committee periodically reviews the information required under Clause49(II)(E) of the listing Agreement.
The Board of Directors reconstituted the Audit Committee on January 29 2009.Presently the Audit Committee consists of the following three Directors -
1 Mr R.K Bhandan-Chairman
2 Mr M M Pun-Member
3. Mr Y R Kapur-Member
Mr R K Bhandari and Mr M M Pun are non-executive and independent directors- whereas MrY R Kapur is an executive director. The members of the Committee are qualifiedexperienced and professional having knowledge in industry finance project monitoringcompany law and other related matters The quorum of the Audit Committee Meeting is twomembers but there should be a minimum of two independent directors present.
During the period under review the Audit Committee met three times on August 14 2012November 15. 2012. and February 15. 2013 respectively The attendance at the AuditCommittees was -
|Member ||No. of Meetings held ||Attended |
|Mr. R K Bhandari ||3 ||3 |
|Mr M M Purl ||3 ||3 |
|Mr Y R Kapur ||3 ||3 |
The Board of Directors reconstituted the Remuneration Committee of the Company w.e.f.November 22 2010. Presently the Remuneration Committee consists of the following twoDirectors
1. Mr. M.M.Purt - Chairman
2. Mr. R.K.Bhandari - Member
Both the members are independent directors The scope of Remunerabon Committee includesthe determination of remuneration packages for the Executive and Non-Executive Directorsincluding remuneration policy. pension rights and any. compensation payable as stockoptions etc.
The Remuneration Policy of the Company is aimed at rewarding performance based onreview of achievements on a regular basis The Board/Remuneration Committee within theceiling fixed by the shareholders decides the remuneration of the Directors.
A) Managing Director & Whole-time Directors
The remuneration paid to the Managing Director and Whole-time Directors is subject tothe limits laid down under Section 198 309/310 and Schedule XIII to the Companies Act1956 and in accordance with the terms of their respective appointment approved by theshareholders of the Company. Their remuneration consists of salary company's contributionto provident fund & gratuity house rent allowance/rent free accommodation medicalreimbursement leave travel concession club fees personal accident insurance booksmagazines A periodicals telephone and car and other perquisite and allowances inaccordance with Company's Rules as applicable from time to time. In addition to this theManaging Director is also eligible for commission @1% of the net profits of the Company.
The Managing Director and Whole-time Directors are not paid any sitting fees forattending the meetings of the Board of Directors or Committees thereof.
The appointment of Managing Director is for a period of 5 years whereas the appointmentof Whole-time Directors is for normal period of retirement No notice period has beenspecifically provided for the appointment of Managiny/whole-time Directors).
Presently the Company does not have a scheme for grant of stock options either to theWhole-time Directors or employees.
B) Non-Executive Directors
The Non-Executive Directors are not paid any compensation except sitting fees forattending the Board and Audit Committee Meetings which is within the limits prescribedunder the Companies Act 1956
DETAILS OF REMUNERATION TO DIRECTORS
The details of the remuneration (excluding contribution to gratuity fund and provisionfor leave encashment but including perquisite/allowances and contribution to the ProvidentFund) and sitting fees paid to the Directors during the nine months"period endedMarch 31. 2013 are as under -
| ||Sitting Fees ||Salary ||Contribution to Provident Fund ||Other perquisites & allowances ||Total |
|Mr. R. K. Bhandari ||55000/- ||- ||- ||- ||55000/- |
|Mr.M.M. Puri ||55000/- ||- ||- ||- ||55000/- |
|Mr. Y.R. Kapur ||- ||621000/- ||22080/- ||- ||643080/- |
|Mr. Amit Mahajan ||- ||742500/- ||- ||- ||742500/- |
|Mr. Amit Mahajan ||- ||810000/- ||- ||75796/- ||885796/- |
|Mr. R. C. Mahajan ||- ||1350000/- ||- ||71436/- ||1421436/- |
SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
The Board of Directors reconstituted the Shareholders/investors Grievance Committee onJanuary 29. 2009. Presently the Shareholders/Investors Grievance Committee consists ofthe following three Directors
|1 Mr. M M Puri ||- Chairman |
|2 Mr. T.N.Tikoo ||- Member |
|3 Mr. Y.R. Kapur ||- Member |
The scope of Shareholders/Investors Grievance Committee includes the redressal ofinvestors' complaints pertaining to transfer/transmission/ dematerialisation/rematerialisation of shares dividends and other related
During the nine months period under review 7 (previous year 8) complaints werereceived which were promptly attended by the Company and resolved to the satisfaction ofthe shareholders. Normally all complaints/queries are disposed off within one week of thereceipt The Company had no complaint which was pending at the close of the year underreview.
SHARE TRANSFER AND DEMAT COMMITTEE
The Share Transfer & Demat Committee was reconstituted on January 29. 2009 by theBoard of Directors. Presently the Share Transfer & Denial Committee consists of thefollowing three Directors -
1. Mr.M.M. Puri - Chairman
2. Mr.T.N. TIkoo - Member
3. Mr. Y. R. Kapur - Member
Mr. M.M.Puri Chairman of the Committee is a Non-Executive and Independent Director.The scope of Share Transfer and Demat Committee includes transfer/transmisskiri/ ofshares replacement of lost/stolen/mutilated share certificates splitting/ consolidationof share certificates and other related issues.
To expedite the process of share transfers / transmission / dematerialisation /remateriallsation the Registrar & Share Transfer Agents and the Compliance Officerhave been delegated the powers for share transfer/ dematertalisatton/ rematerialisation.They meet every fortnight to carry out the same.
The Company does not have any subsidiary company.
GENERAL BODY MEETINGS
The details of the Annual General Meetings held during the last three years are asunder-
|YEAR ||VENUE ||DATE ||TIME WHETHER ANY SPECIAL RESOLUTION PASSED |
|2009-10 ||Village Kuranwala Barwala Road Derabassl - 140 507. Distt Mohafl (Punjab) ||September 30 10.00 a.m ||2010 YES |
|2010-11 ||- do - ||September 30 10.00 a.m ||2011 YES |
|2011-12 ||F-110. Industrial Area Phase VII Mohali (Punjab) ||February 28. 2 9.15 a.m ||013 YES |
There was no other general meeting held In the last three years. During the financialyear under review no resolution were passed through postal ballot as required by theCompanies (Passing of the resolution by postal ballot) Rules'; 2011 and Clause 49 of theListing Agreement DISCLOSURES
i) Related Party Transactions
The details of the materially significant related party transactions have been annexedto the Balance Sheet given elsewhere in this report None of such transaction(s) haspotential conflict with the interest of the Company at targe. The details of the materialindividual transaction with related parties are periodically placed before the AuditCommittee/Board together with the Management's justification for the same. There is nomaterially significant related party transaction that may have potential conflict with theinterest of the Company at large.
ii) Compliances by the Company
The Company continued to comply with the requirements of the Listing Agreement SEBI andother Statutory Authorities. During the last three years there has not been anynoncompliance penalties and strictures imposed on the Company For any matter relating tothe capital markets by any of the Stock Exchanges SEBI or any other statutoryauthorities.
iii) Whistle Blower Policy
The Company's portal provides a very effective means for the employees to communicatefreely with the Managing Director The Company's employees can also meet directly with theManaging Director and express their grievances/concerns. There are safeguards to ensurethat all employees grievances/concerns receive due consideration.
The Code of Conduct for Board of Directors and Senior Management states that Directorsand Senior Managers of the Company shall endeavor to promote ethical behavior and toprovide an opportunity to employees to report violations of laws rules regulations orcodes of conduct and policy directives adopted by the Company to the appropriate personnelwithout fear of retaliation of any kind for reports made by the employee in good faith
No employee has been denied access to the Audit Committee.
iv) Details of compliance with mandatory requirements and adoption of non-mandatoryrequirements
All the mandatory requirements of Clause 49 of the Listing Agreement have been compliedwith as stated in this report on Corporate Governance. The non-mandatory requirements asstipulated in Annexure l-D of Clause 49 of the Listing Agreement on the Code of CorporateGovernance have been adopted to the extent and in the manner as stated under theappropriate headings in the Report of Corporate Governance.
CEO/CFO Certification -
A certification from the CEO and the CFO in terms of Clause 49(V) of the ListingAgreement was placed before the Board at its meeting held on May 28 2013 to approve theAudited Accounts for the period ended March 31 2013.
MEANS OF COMMUNICATION
i) Quarterly Results
The quarterly half yearly and annual results of the Company are published inaccordance with the requirements of the Listing Agreement
ii) Newspaper In which results are normally published
Financial Express - All India Editions and Spokesman
iii) Any website where displayed
These results are also displayed on the Company's website www srfootwears com andSEBI's website www.sebiedtfar.nic.in.
iv) Whether it also displays official news releases; and presentation made toinstitutional investors or to the analysts
The relevant information is displayed in the Company's website.
As the financial results of the Company are published in the newspaper and alsodisplayed on the Company's website a separate half yearly declaration of the financialperformance of the Company is not sent to each household of shareholders.
GENERAL SHAREHOLDERS' INFORMATION
i) Annual General Meeting
|DAY DATE & TIME ||: Friday September 27 2013 at 9.15 a.m. |
|VENUE ||: F - 110 Industrial Area |
| ||Phase VII. |
| ||Mohaii (Punjab)-160055 |
|ii) Financial Calendar ||april to March |
|Results for the Quarter/ Year ending - || |
|- June 30 2013 ||August 12 2013 |
|-September 30 2013 ||: Mid November 2013 |
|- December 31 2013 ||: Mid Febraury. 2014 |
|- March 31 2014 ||: End May 2014. |
|ii) Date of Book Closure ||: Thuesday. September 24. 2013 to Friday. September 27 2013 (Both days inclusive) |
iv) Dividend Payment Date
No dividend has been recommended.
v) Listing on Stock Exchange(s)
The equity shares of the Company are listed at the Bombay Stock Exchange Ltd (BSE).Phiroze JeeJeebhoy Towers. Dalai Street Mumbai -400 001.
The Company is regular and has paid upto date listing fee to BSE. The approval fordelisting of Company's shares from The Calcutta Stock Exchange Association Ltd. isawaited.
|vi) Stock Code || |
|Bombay Stock Exchange Ltd. (BSE) ||513515 |
vii) Market Price Data and Stock Performance
Monthly high and low price of equity shares of the Company at BSE & the stockperformance in comparison to broad based indices BSE Sensex during the period ended March31 2013 is as under -
|MONTH || |
SR1L SHARE PRICE
| ||HIGH ||LOW ||TOTAL TURNOVER NO. OF SHARES |
| ||(Rs.) ||(Rs.) || |
|* Jury 2012 ||5.70 ||4.08 ||7.21.167 |
|August 2012 ||4.78 ||3.56 ||268752 |
|September 2012 ||5.44 ||3.74 ||3.66.203 |
|October 2012 ||6.29 ||.4.14 ||723.581 |
|November 2012 ||5.00 ||385 ||482318 |
|December 2012 ||4.65 ||3 99 ||693201 |
|January 2013 ||5.40 ||3.81 ||11.97780 |
|February 2013 ||4.91 ||3.66 ||878764 |
|March 2013 ||4.66 ||3.63 ||1769731 |
source : www.bselndla.com
viii) Reglstrar & Share Transfer Agents (RTA)
M/s Link Intime India Pvt. Ltd.
44 Community Centre 2nd Floor Naiiana Industrial Area Phase - 1 Near PVR NarainaNew Delhi- 110 028.Tel: 011-41410592-94 Fax . 011-41410591
E-mail : firstname.lastname@example.org
Mr. Amit Mahajan. Director (Commercial)
Tel.: 0172-4602888 Fax 0172-4802888 E-mail email@example.com
x) Share Transfer System
The transfer of shares in physical form is done by the RTA - M/s Link Intime India Pvt.Ltd. and returned within a period of 15 days from the date of receipt of document completein all respect The particulars of movement of shares in dematerialised more are alsoplaced before the Share Transfer & Demat Committee.
xi) Distribution of Shareholding (as on March 31 2013)
|No. of Equity Shares Held ||No. of Folios ||% age ||No. of Shares ||% age |
|Upto 2500 ||6925 ||67.45 ||90230G ||6.48 |
|2501 - 5000 ||2004 ||19.52 ||863564 ||6 21 |
|5001 - 10000 || |
|7.06 ||641692 ||4 61 |
|10001 - 20000 ||275 ||2.68 ||443869 ||3.19 |
|20001 - 30000 ||95 ||0.93 ||247463 ||1 78 |
|30001 - 40000 ||40 ||0.39 ||147267 ||1.06 |
|40001 - 50000 ||56 ||0.54 ||273999 ||1.97 |
|50001 - 100000 ||56 ||0.54 ||413088 ||2.96 |
|100001 & Above ||91 ||0.89 ||9982752 ||71.74 |
|Total ||10267 ||100.00 ||13916000 ||100.00 |
Shareholding Pattern (as on March 31 2013)
|Category ||No. of Share ||% age |
|A Promoters Holding || || |
|1 Promoters || || |
|- Indian Promoters ||5154375 ||37 04 |
| Foreign Promoters ||Nil ||Nil |
|2 Persons acting in concert ||Nil ||Nil |
|Sub-Total ||5154375 ||37 04 |
|B Non-Promoters Holding || || |
|3 Institutional investors || || |
|a.. Mutual Funds and UTl ||Nil ||Nil |
|b Banks Financial Institutions || || |
|Insurance Companies ||Nil ||Nil |
|c Flls ||Nil ||Nil |
|Sub-Total ||Nil ||Nil |
|4 Others || || |
|a. Private Corporate Bodies ||1775117 ||12.76 |
|b Indian Public ||6917817 ||49.70 |
|c. NRls/OCBs ||68891 ||0.50 |
|Any other (please specify) ||Nil ||Nil |
|Sub-Total ||8761625 ||62 96 |
|Grand Total ||13916000 ||100 00 |
The sum of foreign promoters Flls. NRls/OCBs foreign banks foreign national and GORand AOR holding in the Company is 68891 shares
xii.) Dematerialisation of share and liquidity
The ISIN No. of the Company is INE329C01011. Upto March 31. 2013 10722590 (77.05%)equity shares were dematenalised In the two Depositories - NSDL and CDSL.
Secretarial Audit Report -
The Reconciliation of Share Capital Report of the Company prepared in terms of SEBICircular No. D&CC/FITTC/CIR-16/2002 dated December 31. 2002 reconciling the sharesdematenalised in both the Depositories - NSDL & CDSL and physical form with the totalissued/ paid-up capital of the Company for every quarter is placed before the Board ofDirectors and also submitted to BSE and two depositories -NSDL & CDSL.
xiii.) Outstanding GDRs/ADRs/Warrants or any Convertible instruments
The company has no outstanding GOR/ADRs/Warrants or any Convertible Instruments as onMarch 31 2013
|xiv) Plant Location Footwear Plant |
|at Village Singha Tehstl - Haroli Distt Una (H.P.) |
|xiv) Address for Correspondence |
|S R. Industries Lid. |
|F - 110 Industrial Area Phase VII Mohali - 160055 |
| ||For and on behalf of the Board |
|Place: Mohali ||R.K.BHANDARI |
|Date : September 03. 2013 ||Chairman |
ANNEXURE 'A' ANNEXURE TO THE DIRECTORS' REPORT
Additional information as required under the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules. 1988
I CONSERVATION OF ENERGY -
a) Energy Conservation Measures Taken
Equipments required for prudent use of energy keeping in view the ecologicalrequirements have been identified Follow up steps have been put in place for speedyimplementation.
b) Additional investment and proposals if any being implemented for saving of energy
Measures taken will have a dual effect of reduction in the consumption of energy andincrease in production.
c) Impact of the measures for reduction of energy consumption and conservation impacton the cost of production or goods
Ordering of the Boiler and related pipeline etc is in progress
d) Total energy consumption and energy consumption per unit of production as per Form"A"
Form A Form for disclosure Of particulars with respect to conservation of energy
|A) POWER AND FUEL CONSUMPTON ||2012-13 ||2011-12 |
| ||9 MONTHS ||15 MONTHS |
|1) ELECTRICITY || || |
|i) Terry Towel Unit || || |
|Purchased :Units (in Lacs) ||- ||11.42 |
|Total Amount (Rs/Lacs) ||- ||70.87 |
|Average Rate/Unit (Rs.) ||- ||6.21 |
|ii) Footwear Unit || || |
|Purchased Units (In Lacs) ||13.29 ||17.13 |
|Total Amount (Rs./Lacs) ||83.19 ||101.58 |
|Average Rate/Unit (Rs.) ||6.26 ||5.93 |
|i) Own Generation || || |
|i) Terry Towel Unit || || |
|Through Diesel Generator || || |
|Unit (in Lacs) || ||0.27 |
|Unit/Ltr. Of Diesel Oil ||- ||2.84 |
|Average Cost/Unit (Rs.) ||- ||13.79 |
|ii) Footwear Unit || || |
|Through Diesel Generator. || || |
|Unit (In Lacs) ||0.61 ||0.81 |
|Unit/Ltr. Of Diesel Oil ||3.25 ||3.05 |
|Average Cost/Unit (Rs.) ||13.63 ||13.26 |
|3. PET COKE/ WOOD || || |
|i) Terry Towel Unit || || |
|Pet Coke/ Wood (M.T.) ||- ||1504 |
|Total Amount (Rs./lacs) ||- ||69.29 |
|Average Rate (Rs/M.T.) ||- ||4607 |
|ii) Footwear unit || || |
|Pet Coke/ Wood (M.T.) ||842 ||743 |
|Total Amount (Rs./lacs) ||33.63 ||37.02 |
|Average Rate (Rs/M.T.) ||4.00 ||4.88 |
|B) CONSUMPTION PER UNIT OF PRODUCTION || || |
|i) Terry Towel Unit || || |
|Terry Towels (M.T.) ||- ||368 |
|Electricity (KwH/Tonne) ||- ||3105 |
|Diesel (Ltr/Tonne) || ||24.66 |
|Pet Coke/Wood (M.T.) || ||4.09 |
|ii) Footwear Unit || || |
|Footwear (Million Pairs) ||1.12 ||1.66 |
|Electricity (KwH/Pairs) ||1.18 ||1 03 |
|Diesel (Ltr./Pairs) ||0.029 ||0 0016 |
|Pet Coke/Wood (M.T./Pairs) ||0.001 ||0.001 |
A. Research & Development (R & D)
a. Specific area In which R & D Is carried out by the company
The company is constantly working towards creating formulation of Rubber involvingfewer chemicals. It is also working towards usage of water based adhesives in themanufacturing of Footwear.
b. Benefits derived as a Result of R & D
Benefits derived are towards effective saving in costs In addition with the usage oflesser chemicals and solvent based adhesive the company is aiming to reduce the effectiveCarbon Footprint
c. Future Plan of Action
The company is planning to upgrade the facilities in the Rubber Moulding section toachieve higher productivity with lower overhead costs
d. Expenditure on R & D
Research and Development being an integral part of production process is carried out ina continuous manner No separate expenses are hereby maintained for Research &Development costs.
8. Technology absorption adaptation and innovation
The sports footwear technology is relatively new In India and especially in the areawhere the unit is located In the past 3 years we have been able to transfer thetechnology from ex-pats to local people There is always a constant effort towardsinnovation of new ideas and methods to improve productivity and lower cost by keeping thesame or higher quality standards
III. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to exports initiatives taken to increase exports Developmentof new export market for products and export plans.
- The Company is continuously expanding its overseas market base and by adding newcustomers After the abolition of quota regime efforts are being made to consolidate andtap additional export market in development countries
b) Total Foreign Exchange earned and used.
| || ||(Rs./Lacs) |
| ||2012-13 ||2011-12 |
| ||9 Months ||15 Months |
|(i) Foreign exchange earned || || |
|(Including from deemed exports) ||79.06 ||441.56 |
|(ii) Foreign exchange used ||116.60 ||295.82 |
|Net foreign exchange earned ||(37.54) ||145.74 |
| ||For and on behalf of the Board |
|Place: Mohali ||R.K. BHANDARI |
|Date : September 03 2013 ||Chairman |
CERTIFICATE REGARDING COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDERCLAUSE 49 Of THE LISTING AGREEMENT
S.R. Industries Ltd. Mohali
I have examined the compliance of conditions of Corporate Governance of S R IndustriesLtd for the period ended on March 31 2013 as stipulated in Clause 49 of the ListingAgreement of the said Company with the Bombay Stock Exchange Ltd Mumbai.
The compliance of conditions of Corporate Governance is the responsibility of theManagement. My examination was limited to procedures and implementation thereof adopted bythe Company for ensuring the compliance of the conditions of the Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany
In my opinion and to the best of my information and according to the explanations givento me I hereby certify that the Company has complied with the conditions of the CorporateGovernance as stipulated in the above mentioned Listing Agreement
I state that no investor grievance is pending for a period exceeding one month againstthe Company as per the records maintained by the Shareholders/investors. GrievanceCommittee
I further state that such compliance is neither an assurance as to the future viabilityor the Company nor the efficiency or effectiveness with which the management has conductedthe affairs of the Company.
|Place Chandigarh ||SANJIV K GOEL |
|Date : August 20 2013 ||CP No. 1249 |
As provided under Clause 49(I)(D) of the Listing Agreement with the Bombay StockExchange Ltd Mumbai the Board Members and the Senior Management Personnel haveconfirmed compliance with the Code of Conduct for the Board of Directors and SeniorManagement during the nine months period ended on March 31 2013
| ||For S.R.Industries Limited |
|Place: Mohali ||R.C.MAHAJAN |
|Date : August 31 2013 ||Managing Director |