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Sambandam Spinning Mills Ltd.

BSE: 521240 Sector: Industrials
NSE: SAMBANDAM ISIN Code: INE304D01012
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OPEN 141.05
PREVIOUS CLOSE 140.40
VOLUME 230
52-Week high 163.50
52-Week low 90.30
P/E 8.34
Mkt Cap.(Rs cr) 60
Buy Price 139.10
Buy Qty 50.00
Sell Price 141.00
Sell Qty 10.00
OPEN 141.05
CLOSE 140.40
VOLUME 230
52-Week high 163.50
52-Week low 90.30
P/E 8.34
Mkt Cap.(Rs cr) 60
Buy Price 139.10
Buy Qty 50.00
Sell Price 141.00
Sell Qty 10.00

Sambandam Spinning Mills Ltd. (SAMBANDAM) - Director Report

Company director report

Your directors have pleasure in presenting the 43rd Annual Report together with theAudited Accounts for the year ended March 31 2017 (the year).

1 Performance highlights 2016 - 17 2015 - 16
(Rupees in Lakhs)
Revenue from Operations
Direct exports 381 316
Merchandise exports 580 3713
Domestic Sales 19736 16383
Total Yarn and Process Waste Sales 20697 20412
Wind Turbine Generator Power sold to third party 159 97
Other Revenue 40 33
Total Revenue from Operations 20896 20542
Profit
Gross profit [Profit before interest depreciation & Tax] 3459 2331
Cash profit [Profit before depreciation & Tax] 2348 1194
Profit before tax [PBT] 1290 126
Less : Provision for Current Tax 438 45
Provision for Deferred Tax 38 39
Profit after tax [PAT] 814 42
Profit carried from previous year 12 107
Profit available for appropriation 826 149
APPROPRIATION OF PROFIT :
Transfer to General Reserve 465 35
Proposed Dividend on Equity Shares 170 85
Tax on proposed equity dividend 35 17
Surplus profit carried to Balance Sheet 156 12
826 149

2 DIVIDEND

With a view to maintain the dividend payment track record of the Company yourdirectors decided to recommend payment of Dividend at 40% for the year subject to theapproval of the bankers of the Company.

3 MANAGEMENT DISCUSSION AND ANALYSIS

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

a) INDUSTRY PERFORMANCE

The year 2016-17 has been a year of major challenges faced by the spinning industrywhich faced almost year long downtrend in Selling prices coupled with wide fluctuationsin cotton prices. The power situation was also bad in the first few months but gotstabilized in the subsequent period. Market demand for yarn was also continuously subduedwhich forced many units to reduce the working days and lower their production for exportorders from global retail giants. On the other hand from the raw material front duringthe year 16-17 even though domestic cotton was aplenty still mills were importing fiber.Quality constraint is observed to be the primary reason for such industry behavior. Hightrash content rampant adulteration and abnormal moisture content was observed in domesticsupplies and this has resulted in rampant import by many spinners .A cross-section ofspinners said that mills in Tamil Nadu have stopped procuring cotton from Gujarat inparticular 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 qualitycotton such as Sankar 6 with Comber Noil and carded waste. To make quick money whendemand surges ginners sell cotton without removing trash. While 2 per cent trash ispermissible in recent months it has soared to 7 per cent. Many traders also liberallydouse kapas with water adding to the moisture content. "The industry experts fearsthat this could adversely affect the India Cotton branding initiative. "It could be athreat to the entire textile value chain. This has posed additional challenge to procurecotton at competitive costs. Experts in the industry have urged urgent governmentintervention for stopping such unethical trade practices and also urged for reintroductionof Cotton Control Order and ISI standards be enforced. According to experts in thisindustry contracted import volumes could easily touch a record 30 lakh bales."Mills in Tamil Nadu invariably take the lead in importing the fiber but this yearspinners in the North have also taken to imports as the realization is 3 to 4 per centbetter than the domestic fibre."Such measures will not just conserve forex reservesbut also help every stakeholder in the textile value chain. Despite being the largestproducer of cotton and the biggest exporter of yarn India continues to depend on the USWest Africa and Australia for supply of quality fibre.Cotton farming is sustainable withminimum support from the government. The present state of affairs though would pushfarmers away from cotton cultivation" is the general industrial observation.

There are about 600 spinning mills registered in Tamil nadu out which majority of themhave faced shutdown like situation due to acute competition accentuated by continuous costpressures from all fronts .The cotton arrivals have been affected to a larger extent dueto demonetisation in the second part of the year as farmers preferred cash payment insteadof other modes of payment .Spinning mills are under continuous stress .Spinning is feederindustry to weaving and knitting sectors its fortunes mainly depend upon the dynamics ofthose sectors This will naturally have a cascading effect on the spinning sector whichfeed the weaving and knitting sectors. The spun yarn production has been on the declinemonth on month from June 2016 onwards. While in oct 2016 all production was lower by about10% 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 – nov 2016was marginally higher whereas import was lower by 8% in dollar terms.

b) COMPANY'S PERFORMANCE

(.i). In Spite of rough market condition as narrated in industry scenario your companyis able to overcome the challenges posed by competitive forces during the year. Thusduring the year under review your Company's turnover increased to Rs.210.40 crores asagainst Rs.205.92 crores recorded in the previous year. Your Company's performance wasmuch better and earned higher profit for the year 16-17. This is mainly due to costreduction measures that were adopted by the Company such as tie-up with Private PowerProducers to get the required power at a price lesser than the TANGEDCO Power securingdedicated power supply from EB Substation to all the three units of the Company andminimum 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 captivepower purchased has helped the company to earn higher profit during the year. Thesemeasures helped to achieve improved level of plant utilization to maintain production andquality of the product and achieve reasonable profit after tax of Rs.814.29 lakhs asagainst Rs.42 lakhs recorded in the previous year.

(ii) Your Company's Wind Turbine Generators (WTGs) recorded generation of electricpower of the value of Rs1409 lakhs during the year (Rs.860 lakhs in 2015-16)..

(iii) Bank interest rates remained high during the year However management hasexercised strict control on inventory and thus could maintain the interest costs atprevious year level.

c). FUTURE OUTLOOK

Industry expects improvement during the current financial year as cotton prices arestabilizing and yarn prices have started improving from the first quarter of the financialyear 2017-18. Considering the present market demand for products like Viscose ModalLinen Fiber and value added products like Gassed and Mercerized Yarn your Company hasplanned to produce these new products in addition to the existing products Viz. CombedCarded and Compact Yarn. The Company also started converting its yarn into fabric as ameasure of value addition.

On the wind energy side with all set for the next windy season in the state windenergy generation has started picking up. The State has a total installed wind energycapacity of 7685 MW. Last year (2016-17) just about 262 MW was added in the State. Thecapacity addition was higher in states such as Andhra Pradesh. However evacuation hasimproved in Tamil Nadu and during the last financial year contribution of wind energy tototal energy consumed in the State went up to 40 % during the peak wind season. The windsstarted in March last year and went on till November. Hence generation was high in2016-17. This year winds started picking up in the first week of April and wind energygeneration has steadily increased. Majority of the wind energy investors in the State areindustries who have wind mills for captive use. "We continue to appeal to theGovernment to continue with the banking option on wind energy that gives us a competitiveedge in costs".

d) RISKS AND CONCERNS

Your Company has devised risk management policy which involves identification of therisks associated with the business risks as well as the financial risks its evaluationmonitoring reporting and mitigation measures. Audit Committee and the Board of Directorsof the Company refined the risk management policy of the Company so that the managementcontrols the risk through properly defined frame work. Heads of departments areresponsible for implementation of the risk management system as may be applicable to theirrespective areas of functioning and report to the Board and the Audit Committee. Detailsof the risk management mechanism and key risks faced by the Company are enumerated in therisk management policy.

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

e) ENVIRONMENT PROTECTION HEALTH AND SAFETY (EHS)

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

f) INTERNAL CONTROL AND SYSTEMS

Your company has in place well established internal control procedures covering variousareas such as procurement of raw materials production planning quality controlmaintenance planning marketing cost control and debt servicing. Steps are taken withoutloss of time whenever any weakness is observed to correct the same.

Your Company is certified ISO 9001 ISO 14001 and OHSAS18001 for the systems. Furtheryour Company's laboratory is also certified by NABL on Global Organic Textile StandardBetter 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 afavourable environment at work place. Your Company has formulated and implemented variouswelfare measures for the employees. The Company also recognizes the importance of trainingand consequently deputes its work force in various work related courses/seminars includingimportant issues like Total Quality Management (TQM) behavioural skills soft skillsetc. Because of these labour welfare and improvement measures your Company is able toattract and retain well trained and dedicated workforce.

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

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof 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 theCompany are covered under this policy. Out of 988 permanent employees on the rolls of theCompany 356 are women and 632 are men. No complaint on sexual harassment has beenreceived from any employee during the year and no complaint is pending at the end of theyear.

i). COST AUDIT

Though it is not mandatory as a best Corporate Governance practice by way of rotationin place of existing Cost auditors of the Company M/s. S. MAHADEVAN & CO. AuditCommittee at the Audit Committee Meeting held on 5th May 2017 board of directors haveapproved the appointment of M/s.K.M.Krishnamurthy & Co. (Firm Reg No 102198 CostAccountants for audit of cost accounts of the Company. In accordance with the provisionsof the Companies Act 2013 and the Rules framed there under Cost Audit for the Company isapplicable for the financial year commencing from 1st April 2017. On the recommendation ofthe Audit Committee Board of Directors of the Company approved the appointment ofM/s.K.M.Krishnamurthy & Co. Firm Reg. No 102198 Salem for audit of Cost Accounts ofthe Company for the year 2017-18 and the resolution for ratification of the remunerationpayable to the Cost Auditor for the year 2017-18 will be placed before the members fortheir ratification at the 43rd Annual General Meeting of the Company scheduled to be heldon 12.08.2017.

In view of the Company maintaining the cost records and the statutory requirement forthe cost audit of such records your directors decided to continue the Cost Audit for theyear 2016-17. The Cost Auditor will submit to the Board of Directors his report for theyear 2016-17 after duly certifying the cost records. Cost Audit Report for the year2016-17 will be submitted in XBRL format well before the due date.

j) BOARD MEETINGS :

During the year under review five board meetings were held and the intervening gapbetween any two board meetings did not exceed 120 days. Dates of the board meetings anddetails of directors' attendance at the meetings are furnished in the Corporate Governancereport at Annexure – VIII.

k) DIRECTORS

At the 40th Annual General Meeting of the Company held on 28.9.2014 members hadappointed Sri P.S.Ananthanarayanan Dr.V.Gopalan Sri N.Asoka Sri S.Gnanasekharan and SriKameshwar M Bhat as Independent Directors of the Company for a term of five consecutiveyears from the date of that AGM till the conclusion of the 45th AGM of the Company. Sinceall the five Independent Directors are not liable to retire by rotation out of theremaining five non-independent directors Smt. S.Abirami. opted to retire by rotation atthe ensuing 43rd Annual General Meeting. However she is eligible for reappointment bymembers at the 43rd AGM of the Company.

The Chairman and Managing Director (CMD) and the two Joint Managing Directors (JMDs)were appointed by members at the 41st AGM of the Company held on 27.9.2015 for a term of 3years from 1.10.2015 to 30.09.2018 in accordance with the recommendation of the Nominationand Remuneration Committee and the Board of Directors of the Company and the revised(increased) remuneration payable to them during that period was also approved by membersby passing Special Resolution at the 41st AGM. However the CMD and the two JMDs have notavailed the increased remuneration till 31.3.2016.

Details of appointment and resignations of directors are shown in corporate governancereport.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of themmeets the criteria of independence as provided in Sub-Section (6) of Section 149 of theAct. Further there has been no change in the circumstances which may affect their statusas 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 therepresentations received from the management the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;However from the FY 17-18 improved accounting standards such as Ind AS is applicable tothe company.

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

m) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under view no significant material orders were passed by the Regulatorsor Courts or Tribunals impacting the going concern status and the operations of theCompany.

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 exceedingRs.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 theCommittees and the individual directors pursuant to the provisions of Section 134(3)(p) ofthe Companies Act 2013 and the corporate Governance requirements prescribed in theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Performance of the Board was evaluated as per standard guide lineprescribed by SEBI vide circular dt 5th January 2017after seeking input from theDirectors on the basis of board evaluation guideline the criteria such as the BoardComposition effectiveness of board process information flow and functioning of theBoard. Performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as composition of the Committeeseffectiveness of the Committee meetings etc. and it was observed that the performance ofthe Board as well as the Committees was adequate.

Performance of the non-independent Directors were evaluated by the Independentdirectors at the meeting of the Independent directors on the basis of six criteria viz.attendance and participation; Qualification knowledge skill and enterprise; updating ofskill and knowledge; individual contribution; adherence to Company's policies andprocedures and benefits derived by the Company. On the basis of the above criteriaperformance of all the non-independent directors were found to be adequate. As regards theperformance of the Chairman & Managing Director after taking into consideration theviews of the Executive Directors and the non-executive directors the Independent Directorswere of the unanimous view that the Chairman & Managing Director is not only wellinformed and knowledgeable about the Industry but also has the requisite experience toexecute his duties as Chairman and Chief Executive of the Company. His insight and forwardlooking policies have elevated the status of the Company in the eyes of the stakeholdersand the wholesome performance of the Company is in his safe hands and the future of theCompany is bright.

Performance evaluation of the independent directors was done by the entire boardexcluding the director being evaluated. None of the independent director is due forreappointment.

p) FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

Periodic presentations are made by Senior Management and Internal Auditors at the Boardmeetings and Committee meetings on the business and performance updates of the Companyglobal business environment business risks and its mitigation strategy impact ofregulatory changes on strategy etc. Updates on relevant statutory changes encompassingimportant laws are regularly intimated to all the Directors including the IndependentDirectors.

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 (2016-17) : Rs. 82.9 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. 438.05 lakhs

Company has duly complied with the provisions of Section 73 of the Companies Act 2013read 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 ofAdministration and Chairman of the Yarn Committee of the Cotton Textiles Export PromotionCouncil (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 theIndustries and Finance Ministries at the appropriate time to get relief to the ailingTextile 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 37439022 and profit after tax (PAT) ofRs 1797013 during the year ended 31.3.2017 as against Rs. 31859942 Revenue and Rs.4729843 PAT recorded in the previous year.

Salem IVF Centre Pvt. Ltd. – 32.53% investment in the share capital of thatCompany.

This Company incorporated on 17th November 2014 has recorded total revenue of Rs18579117 and Loss of Rs 10055242 during the third year of its operations as againstthe revenue of Rs. 18182428 and loss recorded Rs 9331265 in the Previous Year (Periodfrom 01.04.2015 to 31.3.2016).

Highlights of performance of subsidiaries or Associate Companies

SPMM Health Care Services Pvt Ltd. revenue increased by 17.5% from operations during16-17 when compared to 15-16. However Profit after tax has reduced by 62%.and this isdue to increase in operational expenditure by 11.32% in 16-17 when compared to 15-16.

Salem IVF Centre Pvt Ltd. revenue from operations has increased by 2.18% fromoperations during 16-17 when compared to 15-16. This company was incorporated in November2014 and is in its 3 rd year of operation and it is in gestation period and is still inprogress and will take a few years to earn profit .

t) CHANGES OR COMMITMENTS AFTER THE YEAR END ON 31.3.2017

No material change or commitment affecting the financial position of the Company hasoccurred between the close of the financial year on 31.3.2017 and the date of this report.

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

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

(ii) Percentage increase in their remuneration in 2016-17 as compared to the previousyear (2015-16): (Median Remuneration : Rs.118560 in 2016-17)

Name of whole-time Directors and KMP Remuneration in 2016-17 Remuneration in 2015-16 % increase in 2016-17 Ratio to Median Ratio of 2016-17 Remuneration to
Rs. lakhs Rs. lakhs Remn. Remn. Revenue Net Profit
Mr.S.Devarajan CMD 48.00 36.00 33.33 40.59 0.22 % 5.89 %
Mr.S.Jegarajan JMD 45.60 30.00 52.00 38.56 0.22 % 5.60 %
Mr.S.Dinakaran JMD 19.20 6.00 220.00 16.24 0.09 % 2.36 %
Company Secretary 11.14 6.85 62.63 9.40 0.05 % 1.37 %
Mr. D.Niranjan Kumar CFO 18.00 18.00 NIL 15.22 0.08 % 2.21 %
Mr.J.Sakthivel - CTO 18.00 18.00 NIL 15.22 0.08 % 2.21 %

 

Name of Non-executive Directors # Sitting fees in 2016-17 # Sitting fees in 2015-16 % increase / (% decrease) in 2016-17
Rs. lakhs Rs. lakhs Sitting fees
Mr.D.Sudharsan - 0.75 0.75 N.A
Smt.S.Abirami - 0.75 0.75 N.A

 

Name of Independent # Sitting fees in 2016-17 # Sitting fees in 2015-16 % increase / (% decrease) in 2016-17
Rs. lakhs Rs. lakhs Sitting fees
Mr.P.S.Ananthanarayanan 2.30 2.65 (13.2%)
Dr. V.Gopalan 3.10 2.65 16.98%
Mr.N.Asoka 3.10 2.65 16.98%
Mr.S.Gnanasekharan 2.80 2.50 12.00%
Mr.Kameshwar M Bhat 2.95 2.50 18.00%
Dr.V.Sekar 0.15 0.00 N.A

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

(iii) Percentage increase in the remuneration of employees in 2016-17 : NIL

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

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

(iv) Number of permanent employees on the rolls of the Company : 988

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

4 AUDITORS

As per companies act of 2013 there is requirement for rotation of statutory auditorsfirm after completion of three years from the expiry of two term of five years each (whichexpired with audit of FY 13-14 accounts)for the existing statutory auditors firm M.S.Krishnaswami & Rajan. Accordingly a new auditor has to be appointed for the companyfor audit of accounts for the year FY 17-18 .The new audit firmM/s.R.Sundarrajan &associates Chartered Accountants (firm Reg No 008282S) have confirmed their eligibilityand willingness to accept office if appointed. On the recommendation of the AuditCommittee your Company's Board is placing the Resolution u/s 139(2) of the Company's Act2013 for appointing him as the Statutory Auditors of the Company for the current financialyear – 2017-18.

5 CAUTIONARY NOTE

Statements in the Board's report and the management discussion and analysis describingthe Company's objectives expectations or predictions may be forward looking within themeaning of applicable securities laws and regulations. Actual results might differmaterially from those expressed in the statement. Important factors that could influencethe Company's operations include global and domestic demand and supply conditionsaffecting selling prices of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherrelated factors such as litigation and industrial relations.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of the code ofconduct or ethics policy. It also provides for adequate safeguards against victimizationof directors/ employees who avail of the mechanism. The Company affirms that no personnelhave been denied access to the audit committee. The Company has formulated a Policy onVigil Mechanism and has established a mechanism that any personnel may raise ReportableMatter after becoming aware of the same. All suspected violations and Reportable Mattersare reported to an Independent Director and member of the Audit Committee at his e-mail idksg_comsec@yahoo.com. The key directions/actions are informed to the Managing Director ofthe Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section177(9) of the Companies Act 2013 which can be accessed on the Company's Website under theweb link http://www.corporate@sambandam.com

7 AUDIT COMMITTEE:

Details of Composition of Audit committee are covered under corporate governance reportannexed with this report and forms part of this report. Further during this year all therecommendations 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 underreview 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.

9 EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act2013 is also attached which forms part of this report – refer Annexure VII.

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

Pursuant to the provisions of section 124 of the Companies Act 2013 which came in toeffect from 07.09.2016 the declared dividends which remained unpaid or unclaimed for aperiod of seven years has to be transferred by the company to the Investor Education andProtection Fund (IEPF) established by the Central Government. During the year 2016-17transfer of Unclaimed Dividend of the year 2009-10 was not applicable since the dividendwas not declared for the year 09-10.

However shareholders are requested to take note that as per IEPF rules the company isrequired to transfer unpaid dividend and underlying shares also in respect of whichdividend was not claimed /paid for the year 10-11 to IEPF authority. Shareholders whohave not claimed their dividend for the year 10-11 can write to the Company or Registrarand transfer agent M/s Cameo Corporate Services Limited at 'Subramanian Building' No.1Club 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 lyingunpaid /unclaimed will be transferred to IEPF authority on the due date Further in termsof rule 6(3) of the IEPF rules statement containing the details of shareholders who havenot claimed dividend for previous years and his folio number /DP-ID /client ID is madeavailable on company's website www.sambandam.com for information and necessary action byshareholder .In case the concerned shareholder wish to claim the shares after transferto IEPF an application has to be made to the IEPF authority in form IEPF- 5 online andsubmit the hard copy of such form IEPF -5 along with necessary documents to the company asprescribed 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 Interim dividend dt 05.02.2011 05.03..2018
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

11 ACKNOWLEDGEMENT

Your directors thank the Company's customers vendors and investors for their continuedsupport during the year. Your directors place on record their appreciation for thecontribution made by the employees at all levels. Your Company's consistent growth hasbeen made possible by the hard work solidarity cooperation and support of the managementteam.

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

Salem S. Devarajan
May 6 2017 Chairman & Managing Director