Sangam (India) Ltd.
|BSE: 514234||Sector: Industrials|
|NSE: SANGAMIND||ISIN Code: INE495C01010|
|BSE LIVE 19:40 | 19 Oct||205.15||
|NSE 19:31 | 19 Oct||200.70||
|Mkt Cap.(Rs cr)||809|
|Mkt Cap.(Rs cr)||808.70|
Sangam (India) Ltd. (SANGAMIND) - Director Report
Company director report
The Board of Directors present the 30th Annual Report of the Company together with theAudited Statements of Accounts for the Financial Year ended March 312016.
The Company's financial performance for the year ended March 312016 is summarisedbelow:
( Rs. In Crores)
Your company's performance during the financial year can be considered satisfactorydespite adverse global and domestic market conditions. Net Turnover was Rs. 1504.40 Croreas against 1468.66 Crore of previous year Net Profit increased to Rs. 77.04 crorecompared to Rs. 51.57 crore in the previous financial year ended 31st March 2015. Exportsincreased during the current financial year to Rs. 406.63 crores as against Rs. 330.27crores of previous financial year.
In view of the satisfactory performance your directors are pleased to recommend foryour approval dividend of 20% on 39421559 equity shares of Rs. 10/- each for thefinancial year 2015-16 aggregating to Rs. 7.88 crore which is subject to approval at theforthcoming Annual General Meeting. The company would also pay dividend distribution taxon distributed dividend.
The Company's project of Rs. 198 crores for installation of 26736 Nos. Spindles at Newsite at Village Soniyana Dist. Chittorgarh (Raj.) 74 Nos. Weaving Machines at existingsite at Village Atun Distt. Bhilwara and one indigo Denim Fabric Processing Line at theexisting site at Village Billiya Kalan Dist. Bhilwara is under progress. Out of which13296 spindles 46 Nos. Weaving Machines and One Indigo Denim Fabric Processing Line havebeen installed as on 31st March 2016 and installation of remaining 13440 spindles and 28Nos. Weaving Machines are under implementation which is scheduled to be implemented byNovember 2016.
The above expansion project is being funded by term loans of Rs. 157.50 Crores andbalance from internal accruals.
The Company is spending on Capex plan of Rs. 18.00 Crores on modernisation balancingequipments and debottlenecking at all its units. This expenditure is being funded fromterm loans of Rs. 13.50 crores and by balance from internal accruals. This plan isexpected to be completed by December 2016.
The company has not accepted any deposits from the general public within the meaning ofSection 73 of the Companies Act 2013 and rules made thereunder.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review on recommendation of Nomination and RemunerationCommittee and in accordance with provisions of Section 196 197 of the Act Shri R.P. Soniwas appointed as Whole-time Director designated as Chairman of the Company for three yearswith effect from 1st September 2015.
Further on recommendation of Nomination and
Remuneration Committee and in accordance with provisions of Section 161 of the Act Ms.Seema Srivastava was appointed as an Additional Director with effect from 30th March 2015and was held office up to the date of 29th Annual General Meeting held on 30th September201 5 and being eligible offered herself for appointment as Independent Director. Ms SeemaSrivastava had been appointed as an Independent Director for a period of 5 years witheffect from 1st October 2015.
The company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
In accordance with the Companies Act 2013 and Articles of Association of the CompanyShri R.P. Soni Chairman of the Company retire by rotation and being eligible offerhimself for re-appointment at the ensuing annual general meeting.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel(KMP) of your company are Shri S. N. Modani Managing Director & CEO and Shri AnilJain CFO & Company Secretary. There has been no change in KMP's during the year.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance given in this Annual Report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities coveredunder section 186 of the Companies Act 2013 form part of the notes to the financialstatements provided in this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There are nomaterially significant Related Party Transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee comprising ShriAchintya Karati Chairman Shri
TK. Mukhopadhyay Member being Independent Director and Shri R.P. Soni ExecutiveDirector for the Companyfor its approval. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.
During the Fiscal there are no material transactions between the Company and therelated parties as defined under section 188 of the Act and Regulation 23 of the SEBIListing Regulations. Further all transactions with related parties have been conducted atan arm's length basis and are in ordinary course of business. Accordingly there are notransactions that are required to be reported in Form AOC-2 as required under Section134(3)(h) of the Companies Act 2013 and rule 8(2) of the Companies (Accounts) Rules2014 and as such does not form part of the Report.
The company has no subsidiary company.
M/s R. Kabra & Company Chartered Accountants Mumbai and M/s BL Chordia &Company Chartered Accountants Bhilwara Statutory Auditors of the Company retire at theensuing Annual General Meeting and have expressed their willingness to continue if soappointed. As required under the provisions of Sections 139 and 141 of the Companies Act2013 the Company has obtained a written consent and relevant certification from theAuditors proposed to be re-appointed. A proposal seeking their re-appointment is providedas part of the Notice of the ensuing Annual General meeting.
As regards Auditors observations the relevant notes on account are self-explanatoryand therefore do not call for any further comments.
The Auditors' Report does not contain any qualification reservation or adverse remark.
The Company has re-appointed M/s K.G. Goyal & Company Cost Accountants Jaipur andM/s V.K. Goyal & Company Cost Accountants Bhilwara as Cost Auditors of the Companyfor the financial year 2016-17 to conduct the audit of cost records of the Company's unitsas allotted to them. They have furnished a Certificate to the effect that theirappointment if made would be in accordance with the provisions of Section 148 of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014.
Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s S.P. Jethlia & Co. a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit for the year ended 31st March 2016 is annexed herewith and forming part of thereport as Annexure-II.
Your Company is committed to maintain the highest standards of Corporate Governance andadheres to the stipulations set out in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and have implemented all the prescribed requirements.Annexed reports on Corporate Governance and Management Discussion and Analysis asstipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of this Annual Report. Certificate from the SecretarialAuditors of the Company confirming compliance of conditions of Corporate Governance asstipulated under the aforesaid Schedule V is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal auditorstatutory auditors cost auditors secretarial auditor and external agencies and thereviews performed by Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during the financial year 2015-16.
Accordingly pursuant to section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
2. 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 fairview of the state of affairs of the company as at March 31 2016 and of the profit of theCompany for the year ended on that date;
3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
4. They have prepared the annual accounts of the company for the year ended on March312016 on a going concern' basis.
5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were generally operatingeffectively; and
6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Independent Directors of your Company in a separate meeting held without presenceof other Directors and management evaluated performance of the Chairman Managing Directorand Executive Director along with performance of the Board/Board Committees based onvarious criteria recommended by Nomination & Remuneration Committee. A report on suchevaluation done by Independent Directors was taken on record by the Board and further yourBoard in compliance with requirements of Companies Act2013 evaluated performance of allIndependent Directors based on various parameters including attendance contribution etc.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isstated in the Corporate Governance Report and is also available on the Company's Website:
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of the programme for familiarisation of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areput up on the website of the Company www.sangamgroup.com
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility (CSR Committee) has formulated and recommended tothe Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activitiesto be undertaken by the Company which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at
The Company has identified following focus areas of engagement which are as under:
Eradicating hunger poverty and malnutrition
Promoting Health care including Preventive Health care
Ensuring environmental stainability and ecological balance through
Employment and livelihood enhancing vocational skills and projects
Promotion of education especially among children womenelderly and thedifferently abled
Promoting gender equality and empowering women
Contribution or funds provided to technology incubators located withinacademic institutions
Rural Development Projects
The Company has initiated the CSR spending in accordance with section 135 of theCompanies Act 2013 though full required amount as per provisions was not spent during theyear. The Company has since close of the year further initiated various objectives forfull spending during the next year as per CSR provisions.
The brief detail of initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure - III of this report.
During the year the Audit Committee evaluated the Risk Management Policy of theCompany to make it more focused in identifying and prioritising the risks role of variousexecutives in monitoring and mitigation of risk and reporting process. The Risk ManagementPolicy has been reviewed and found adequate to the requirements of the Company byindependent firms of Chartered Accountants and approved by the Board.
The Audit Committee evaluated various risks and that there is no element of riskidentified that may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee. The policy of vigil mechanism is availableon the Company's website www.sangamgroup. com
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
As part of Sangam the Company is an equal opportunity
employer and believes in providing opportunity and key positions to womenprofessionals. The Group has endeavoured to encourage women professionals by creatingproper policies to tackle issues relating to safe and proper working conditions andcreate and maintain a healthy and conducive work environment that is free fromdiscrimination. This includes discrimination on any basis including gender as well asany form of sexual harassment. During the year there was no complaint received. YourCompany has constituted Internal Complaints Committee (ICC) for various business divisionsand offices as per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redress al) Act 2013.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Disclosure pertainig to remuneration and other details as required Under Section197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure - IV.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information relating to energy technology absorption and foreign exchange earningsand outgo required to be disclosed under The Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988 is given in Annexure - I.
HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
The Company continues to focus on training its employeeson a continuing basis both onthe job and through training programs. Relations with the staff members and the work mencontinued to be cordial and satisfactory during the year under consideration.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure-V)
The Board of Directors place on record their appreciation for the assistance andco-operation received from the Financial Institutions Banks Government LocalAuthorities for their strong support and valuable guidance. The Directors are thankful tothe shareholders for their continued support to the Company. Your Directors also wish toplace on record their deep sense of appreciation for the devoted services of theExecutives Staff and Workers of the Company for its success.