The Directors are pleased to present their Report and Audited Statement of Accounts forthe year ended 31 March 2016:
FINANCIAL RESULTS (Amount in Rs lakh)
| ||Current Year ||Previous Year |
|Particulars || || |
| ||2015-16 ||2014-15 |
|a) Net Sales / Income ||22241.22 ||29469.93 |
|b) Other Income ||488.17 ||402.37 |
|Total ||22729.39 ||29872.30 |
|c) Expenditure || || |
|(i) Variable ||14130.37 ||18200.27 |
|(ii) Fixed ||8075.73 ||8830.27 |
|(iii) Depreciation / Amortization ||437.55 ||489.41 |
|(iv) Interest ||1.24 ||235.24 |
|Total ||22644.89 ||27755.19 |
|d) Profit before taxes ||84.50 ||2117.11 |
|e) Exceptional Items (Net) ||577.00 ||- |
|f) Less: || || |
|(i) Current Tax ||390.00 ||1000.00 |
|(ii) Deferred Tax ||540.43 ||(318.52) |
|(iii) Earlier Years ||- ||- |
|g) Net Profit/(Loss) ||(1422.93) ||1435.63 |
|h) Add: Balance brought forward from the previous year ||33046.82 ||31927.13* |
|i) Profit before appropriation ||31623.89 ||33362.76 |
|j) Less: Appropriations || || |
|(i) Proposed Dividend on Equity Shares ||262.50 ||262.50 |
|(ii) Tax on Dividend ||47.71 ||53.44 |
|Total ||310.21 ||315.94 |
|k) Profit carried to Balance Sheet ||31313.71 ||33046.82 |
*After adjusting depreciation on transition to Schedule II of the Companies Act 2013on tangible fixed asset with NIL remaining useful life (net of deferred tax).
The Company earned profit before tax of`84.50 lakh after charging `437.55 lakh towardsdepreciation on fixed assets and `1.24 lakh towards interest. After taking into accountthe exceptional items of `577 lakh and charging of income tax of `390 lakh and deferredtax of `540.43 lakh the loss for the current year of `1422.93 lakh along with broughtforward profits of`31623.89 lakh aggregating to `31313.71 lakh is carried to the BalanceSheet.
MINING OPERATIONS In Tonnes
| || ||Current Year ||Previous Year |
| || ||2015-16 ||2014-15 |
| ||Production ||151289 ||160909 |
|Manganese Ore: ||Internal Consumption ||13000 ||30344 |
| ||Sales ||112277 ||99113 |
| ||Production ||739744 ||516285 |
|Iron Ore: ||Salvaged from dumps ||- ||81584 |
| ||Sales ||884292 ||568592 |
Production of manganese ore and iron ore during the financial year 2015-16 was 151289tonnes and 739744 tonnes respectively as against 160909 tonnes and 516285 tonnesproduced during the previous year. Excluding the ores salvaged from dumps the Companysold 112277 tonnes of manganese ore and 884292 tonnes of iron ore during the yearunder review.
RESTORATION OF PRODUCTION LIMIT
Honble Supreme Court had vide order dated 13 April 2012 stipulated the parametersfor prescribing Maximum Permissible Production Limits on the basis of (a) availability ofmineral reserves; (b) area available for over burden dumps; (c) evacuation capacity; and(d) overall ceiling on the annual production from all the mining leases in the district;Based on the aforementioned parameters the Central Empowered Committee (CEC) whileapproving the Supplementary Environment Management Plan had permitted the Company toproduce 0.18 Million Tonnes Per Annum (MTPA) of manganese ore and 0.74 MTPA of iron ore inMining Lease No.2678 and 0.0074 MTPA of manganese ore in Mining Lease No.2679.
The estimation of reserves as per United Nations Framework Classification (UNFC) systemhas progressed satisfactorily and the modified Mining Plan duly approved by the IndianBureau of Mines (IBM) on 1 2015 indicates a confirmed manganese ore reserve of 7.83Million Tonnes and Iron Ore reserve of 75.71 Million Tonnes in the areas covered underthe Companys aforementioned mining lease.
The reserves established in the current Mining Plan duly approved by the IBM entitlesthe Company to have Maximum Permissible Production of 0.39 MTPA of manganese ore and 3.78MTPA of iron ore and the conceptual plan duly approved by the IBM confirms theavailability of adequate space for dumping the overburden within the Mining Lease area.
Considering the representation made by the Company the CEC has while stating thatbased on the evacuation capacity (which is least of the aforesaid parameters) the Companywould be entitled to a Maximum Permissible Production capacity of 3.39 MTPA of iron oresince the Environmental Clearance (EC) granted by the Ministry of Environment Forests andClimate Change is for production of 1.6 MTPA of iron ore vide letter dated 18 March 2016permitted restoration of iron ore production to 1.6 MTPA. Further the CEC is in theprocess of considering enhancement of manganese ore production from 0.18 MTPA to about0.25 MTPA.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY orders were passed by anyRegulator(s) or Court(s) or Tribunal(s) which would Nosignificant impact the going concernstatus of the Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitment affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
Directors are pleased to recommend a dividend of `3.00 (Rupees Three) per share for thecurrent financial year out of the accumulated profits of the Company. The dividend ifapproved and declared in the forthcoming Annual General meeting would result in a cashoutflow of`262.50 lakh (excluding tax).
Star Metallics and Power Private Limited (SMPPL) a subsidiary of the Company whichhas two ferroalloy furnaces and a 32 MW thermal power plant which is used as a captiveunit for its ferroalloy operations. In pursuance of lease agreement executed on 1 February2016 with its subsidiary the Company has taken both the ferroalloy plant and thermalpower plant on lease.
Further a statement containing the salient features of the financial statement ofSMPPL in the prescribed format is appended as Annexure- A to thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
The details of the loans and guarantees given and investments made by the Company arein Note Nos.9 and 25 of the audited financial statements. There are no changes in thesefigures from the date of audited financials to the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
In terms of clause (h) of sub-section (3) of section 134 of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 the Company is required tofurnish particulars of the contract entered into by the Company with its related partiesin the Boards Report.
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee and also the Board for approval. Thepolicy on Related Party Transactions can be accessed on the Companys website atwww.sandurgroup.com.
Details of the contracts or arrangements made with related parties are given in theprescribed format as Annexure B.
The Company has not accepted fixed deposits from the public during the financial yearunder review. The Company did not have any deposits at the beginning of the financialyear. Thus provisions of Section 73 of the Companies Act 2013 are not applicable to theCompany.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated Financial Statementsand in terms of provisions of Section 129(3) of the Companies Act 2013 consolidatedfinancial statements of the Company and its subsidiary are forming part of the AnnualReport.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including consolidated financial statements along with the Auditors Report andDirectors Report thereon are available on the Companys websitewww.sandurgroup.com. Further separate audited accounts in respect of the subsidiary arealso placed on the website.
These documents will also be available for inspection during business hours at theregistered office of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board has an Executive Chairman and it is constituted of two Managing Directorsone Whole-Time Director and six Independent Directors including a Woman Director.
During the year under review S. H. Mohan Executive Director (Projects) and S. R.Sridhar Executive Director (Mines) have resigned from their office w. e. f. 7 September2015 and 8 September 2015 respectively. K. Raman Director (Finance) & Chief FinancialOfficer retired from his office of Director (Finance) at the 61st Annual General Meetingheld on 19 September 2015 as he chose not to offer himself for re-appointment.
He continues to hold the office of Chief Financial Officer of the Company.
The Key Managerial Personnel of the Company constitute two Managing Directors oneWhole Time Director Company Secretary and a Chief Financial Officer.
K. V. Ramarathnam and T. R. Raghunandan have been co-opted as Additional Directors onthe Board of the Company with effect from 28 May 2016.
U. R. Acharya is liable to retire by rotation at the ensuing meeting and beingeligible has offered himself for re-appointment. He is not disqualified from beingappointed as a director as specified under Section 164 of the Companies Act 2013. TheBoard recommends his re-appointment.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7(seven) times during the financial year the details of which are givenin the Corporate Governance Report forming part of this report.
The intervening gap between any two consecutive meetings of the Board did not exceedone hundred and twenty days as prescribed under the Companies Act 2013 and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board is committed to maintain its independence and accordingly half of the Boardis constituted by Independent Directors; thereby ensuring separation of governance andmanagement.
The policy of the Company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178 of the Companies Act2013 adopted by the Board is appended as Annexure-C to the Report.
DECLARATION BY INDEPENDENT DIRECTORS
All six independent directors of the Company meet the criteria of independence asprovided under sub-section (6) of Section 149 of the Companies Act 2013. Declarations tothis effect have also been received from them.
As mandated by the statutory provisions of Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a mechanism for formal annual evaluation has been devised by the Company. Evaluationof the Board its Committees and the directors for the year 2015-16 has been done based onthis mechanism.The mechanism provides for annual evaluation at the end of each year on thebasis of feedback received by each director. The performance of the Board as a whole andof individual directors was evaluated by the Nomination and Remuneration Committee (NRC).NRCs report on performance evaluation of the Board and of individual directors wastaken on record by the Board. The performance of the Board and its Committees wasevaluated by the Board.
TRAINING OF INDEPENDENT DIRECTORS
On induction the new independent directors on Board are familiarized with the natureof Industry and the Companys business operations. They are updated on a frequentbasis with regard to operations of the Company. Any material development is intimatedpromptly. The Management encourages participation by the independent directors andaccordingly any clarification sought by the Independent Directors with regard to theCompanys operations is duly addressed.
Presently no formal training programme exists. Until now learning for the IndependentDirectors has been a pervasive ongoing phenomenon via participation.
Further at the time of appointment of a director the company issues a formal letterof appointment entailing his/her role function duties and responsibilities as adirector. The terms and conditions of appointment of independent director are available onthe Companys website.
COMMITTEES OF THE BOARD
Currently the Board has six committees namely Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Environment CommitteeCorporate Social Responsibility Committee and Risk Management Committee.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee is constituted of five Independent Directors namely R. Subramanianas its Chairman and V. Balasubramanian B. Ananda Kumar S. S. Rao and Vatsala Watsa asits members.
The Company believes in conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company has established a vigil mechanism towards this end.
In accordance with sub-section (9) of Section 177 read with Rule 7(2) of the Companies(Meetings of Board and its Powers) Rules 2014 the Companys Audit Committee isrequired to oversee the vigil mechanism.
The Committee oversees the vigil mechanism which has been established to addressgenuine concerns about unethical behavior actual or suspected fraud or violation of theCompanys Code of Conduct and Ethics expressed by the employees and other Directors.
The Company has also provided adequate safeguards against victimization of employeesand Directors who express their concerns. The Company has also provided direct access tothe Chairman of the Audit Committee in matters concerning financial/accounting andconcerns relating to personnel belonging to levels above Senior
The Whistleblower Policy along with other Policies of the Company is available on theCompanys website.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 yourdirectors state that:
(a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2016 and of the profit andloss of the Company for the year ended 31 March 2016;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts for the financial year ended 31March 2016 on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operating
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
Auditors have not reported any frauds during the year under review.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company in order to ensure that the policies and procedures adopted for conductingits business orderly and efficiently has aligned its internal financial control systemsin lines of globally accepted risk based framework as issued by the committee ofsponsoring organisations of the tread way commission (COSO) internal control - integratedframework (2013).
Internal financial control systems adopted by the Company are commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable financial and operationalinformation complying with applicable statutes safeguarding unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies.
The Company has a well-defined delegation of power with authority limits for approvingrevenue as well as expenditure. The Company during the Financial Year 2015-16 hasimplemented the uses a state-of-the-art ERP system to record data for accountingconsolidation and management information purposes and connects to different locations forefficient exchange of information. It has continued its efforts to align all its processesand controls with global best practices.
The audit committee deliberated with the members of the management considered thesystems as laid down and met the statutory auditors to ascertain inter alia their viewson the internal financial control systems. The audit committee satisfied itself of theadequacy and effectiveness of the internal financial control system as laid down and keptthe board of directors informed.
M/s P. Chandrasekar Chartered Accountants have been appointed to oversee and carryout internal audit of its activities. The audit is based on an internal audit plan whichis reviewed each year in consultation with the statutory auditors and the audit committee.In line with international practice the internal audit plan aims at reviewing internalcontrols and risks in operations. The audit committee reviews audit reports submitted bythe internal auditors. Suggestions for improvement are considered and the audit committeefollows up on them.
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92(3) read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished as Annexure D attached to this Report.
M/s. Deloitte Haskins & Sells Chartered Accountants Bengaluru (ICAI RegistrationNo.008072S) are the Statutory Auditors of the Company.
M/s. Deloitte Haskins & Sells have already completed the maximum tenure of twoterms of five consecutive years as stipulated in Section 139 of the Companies Act 2013.However in terms of proviso to sub-section (2) of Section 139 of the Companies Act 2013three years time has been granted from the commencement of the Act i.e. 1 April 2014 forcomplying with the aforesaid requirement.
Accordingly M/s Deloitte Haskins & Sells were appointed as statutory auditors atthe 60th Annual General Meeting held on 27 September 2014 in terms of the said proviso tohold office until the conclusion of 63rd Annual General Meeting subject to ratificationat each Annual General Meeting. As per provisions of Section 139(1) of the Act theirappointment as Statutory Auditors of the Company to hold office from the conclusion ofthis meeting until the conclusion of next Annual General Meeting is subject toratification by members
Auditors Report on the financial statements of the Company is forming part ofthis Annual Report no qualifications in the said report. No qualifications reservationsor adverse remarks have been made by the Statutory Auditors in the said Report.
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013the Company is required to annex with its Boards Report a secretarial audit reportgiven by a company secretary in practice.
Sathya Prasad Yadav Practicing Company Secretary (ICSIMembershipNo.18755andCertificateof Practice No.6775) has been appointed as SecretarialAuditor of the Company for the financial year 2015-16. The Secretarial Audit Report isforming part of this Annual Report as Annexure- E.
The Secretarial Auditor has in his Report stated that there has been a delay in filingof Companies in few circumstances and also observed that in one instance there has been adelay of one day in intimation of board meeting to the Stock Exchange. In this regard theBoard hereby states that the said delays were inadvertent and unintentional.
Further the Secretarial Auditor had opined that prior approval of the shareholdersshould have been sought for leasing of assets of Star Metallics and Power Private Limitedthe same being a material subsidiary.
However the management having obtained the approval of the Audit Committee and theBoard at its meeting held on 14 November 2015 is of the view that approval of shareholdersis not mandated because it views Regulation 24(6) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 differently. The word leasing should beconstrued to mean as lease-out since the words selling anddisposing used in conjunction in the Regulation refers to disposing off thematerial subsidiary. In this particular instance the Company was leasing-inthe assets of its material subsidiary. Further the said Regulation seeks to controldisposal of major subsidiaries by controlling shareholders without the consent of othershareholders. On the contrary in this particular situation the Company being acontrolling shareholder is leasing-in the assets of its material subsidiary toitself. The assets are not being sold/disposed off/leased-out.
There are no further qualifications or adverse remarks in the Report which requirereply from the Board of Directors.
In terms of Section 148(2) of the Companies Act 2013 read with Rule 4 of the Companies(Cost Records and Audit) Rules 2014 issued by the Ministry of Corporate Affairs (MCA)the Company is required to gets its cost accounting records audited by a cost auditor.
The Board at its 303rd Meeting held on 27 May 2015 had appointed M/s. K. S.Kamalakara & Co. as Cost Auditors for the Financial Year 2015-16.
In accordance with Rule 6(5) of the Companies (Cost Records and Audit) Rules 2014 thecost auditor is required to submit his report within 180 days from the date of closure ofthe financial year. Further the due date for filing the Cost Audit Report for theFinancial Year 2015-16 is thirty days from the date of receipt of a copy of the cost auditreport. Accordingly the same shall be filed with the Ministry of Corporate Affairs (MCA)on or before 30 October 2016. The Cost Audit Report for the Financial Year 2014-15 wasfiled with the MCA on 3
The Directors Report on Corporate Governance is annexed to this report. Thecertificate of the Auditors M/s Deloitte Haskins & Sells Chartered Accountantsregarding compliance of conditions of Corporate Governance as stipulated in Clause E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is also annexed.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The management discussion and analysis report forms part of the Annual Report inCompliance with Clause (e) of Sub-regulation (2) of Regulation 34 read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
Company has adopted a risk management framework to ensure early identification andmanagement of various critical risks which accrue to its business model and the riskmanagement framework adopted by the Company ensures continuous focus on identifyingassessment & evaluation and adequate mitigation of various risks affecting theCompany.
The Audit committee reviews the Companys critical risks overall risk exposureand timely changes to overall exposure and status of various risk mitigation plans on aperiodic basis.
The Board at its 256th meeting held on 28 October 2005 prescribed the Risk Managementand Minimisation procedures. These procedures are reviewed on a regular basis by theBoard. Risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has been for close to six decades consciously contributing towardsCorporate Social and Environmental improvement.
Being socially environmentally and ethically responsible in governance of operationsand also to add value to the operations while contributing towards the long termsustainability of business the Board of Directors has further strengthened its resolve todo more for the development of the area improvement of living conditions of thesurrounding rural population.
The Annual Report on Companys CSR activities of the Company undertaken during theyear under review are furnished in Annexure-F attached to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as prescribed in Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in Annexure-G to this report.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND
Dividends remaining unpaid and unclaimed for a period of seven years from the date oftransfer to the unpaid dividend account are required to be transferred to the InvestorEducation and Protection Fund (IEPF). The Company transferred the following amounts to theIEPF during the year:
|Particulars of Dividend ||Financial year ||Amount (in `) ||Date of Transfer |
|16% B series Redeemable Preference Shares ||2008 - 09 ||174971/- ||29 August 2015 |
|Interim Dividend ||2008 - 09 ||133331/- ||28 March 2016 |
Pursuant to the provisions of sub-section (12) of Section 197 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars are set out in Annexure - H tothe Directors Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Rules 2013 the Company has constituted an Internal ComplaintsCommittee (ICC) for the prevention and redressal of complaints related to sexualharassment at workplace.
No complaints pertaining to sexual harassment were received during the year ended 31March 2016.
The directors wish to thank members of judiciary its associates and legal fraternityfor their strong commitment to justice fairness and equity. The directors also extend itsgratitude to the Central and State Governments for the confidence bestowed on the Company.
The directors wish to place on record their appreciation for all its employees fortheir commendable team work and professionalism. And ultimately we wish to thank all theGovernment agencies the promoters business associates banks and investors and lookforward to their continued support and contribution.
| ||for and on behalf of the Board |
|Place : Bengaluru ||S. Y. GHORPADE |
|Date : 28 May 2016 ||Chairman & Managing Director |