The Members of
Sumeet Industries Limited
Your Directors have pleasure in presenting the 28th Annual Report and Audited Statementof Accounts for the year ended 31st March 2016.
Your Company has delivered a mixed performance despite considerable headwinds. TheCompany has registered consolidated revenue of Rs. 1235.41 Crores with Net Profit of Rs.18.92 Crores. We remained resolute and relentless in our quest for strengthening ourcost-competiveness better management of working capital and operational excellence acrossall businesses.
|FINANCIAL RESULTS || || |
(R in lacs)
| ||Standalone ||Consolidated |
|Particulars ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Sales & Income form operation ||105248.48 ||93103.32 ||123540.79 ||116533.33 |
|Other Income ||542.99 ||669.22 ||572.99 ||91.85 |
|Profit before Financial cost Depreciation and Exceptional items & Tax ( EBIDTA ) ||9012.68 ||8011.24 ||9431.86 ||8547.42 |
|Less : Interest ||4161.08 ||3536.00 ||4357.51 ||3708.60 |
|Depreciation ||2013.57 ||1973.20 ||2013.57 ||1973.21 |
|Profit before Tax ||2838.03 ||2502.04 ||3060.78 ||2865.61 |
|Less : Provision for Taxation || || || || |
|Current tax ||567.83 ||500.60 ||583.17 ||544.75 |
|Mat Credit ||-525.04 ||-462.87 ||-525.04 ||-462.87 |
|Deferred Tax ||1030.37 ||566.07 ||1030.37 ||566.07 |
|Profit after Tax ||1764.87 ||1898.24 ||1972.28 ||2217.66 |
|Less : Taxation for previous year ||80.41 ||52.50 ||80.41 ||52.50 |
|profit available for appropriation ||1684.46 ||1845.74 ||1891.87 ||2165.16 |
|Dividend on Equity & Pref. Shares || || || || |
|Transfer to General Reserve ||1684.86 ||1845.74 ||1891.87 ||2165.16 |
Despite challenging business environment the company has posted a satisfactoryperformance for the year under review. The company has produced 90891.72 Tons of Pet Chips/ Polyester and Texturised Yarn and dispatched 90493.18 Tons of Pet Chips / Polyester andTexturised yarns.
Income from operation (Consolidated) of the company has increased from Rs. 1165.33Crores to Rs. 1235.41 Crores. EBIDTA has been increased from Rs. 85.47 Crores to Rs. 94.32Crores and Net profit after Tax (Consolidated ) has been marginally decreased from Rs.21.65 Crores to Rs. 18.92 Crores in comparison to previous year. Our earning per sharesstand at Rs. 2.90 and Book Value per Shares at Rs. 42.81 (Based on equity shares) as on31st March 2016.
Two important factors which improved the performance of bottom-line during the yeardespite headwinds were :
a) Saving in energy cost due to sourcing of power through open access and high sales inquantities term in the last quarter of the year under review. To further strengthen thecompanys drive on cost optimization the company has hired the services of a wellreputed consulting firm for detailed cost study.
The year 2015-16 remained one of the challenging year as the polyester industry facedseveral challenges. Firstly crude prices remained decline during the year whichtriggered reduction in prices for Purified Terephthalic Acid (PTA) and Mono EthyleneGlycol (MEG) (key raw materials for polyester manufacturing). Secondly the governmentlevied Anti-Dumping Duty on PTA imports which resulted in an increase in raw materialcost.
Your company are enhancing its capacity on producing speciality and value added yarnsand focusing on expanding market reach both in domestically and internationally costoptimization and elevating people potential.
A detailed analysis of the operations of your Company during the year under report isincluded in the Management Discussion and Analysis Report forming part of this AnnualReport.
The Board of directors do not recommended to declare dividend during the year due toploughing back the profit to be utilized in the setting up new modification cum expansionprograms and general corporate purposes.
EXPAINSION & MODERNISATION
The Company is cautiously watching development in synthetic yarn industries and alsoevaluating various options which could be available to it for its growth strategy. Untilsuch time it will continue to put its thrust on re-engineering of its existing operationsand carry on balancing investment in modification of existing equipments and somefresh investments in energy conservation schemes.
During the financial year under review the company has modified its spinning linesfor improving its operational costs and efficiencies through the following strategicprojects which are :-
1) Position of 4 nos. of existing FDY line has been modified for producing colour FDYYarns.
2) Process Line of P.P. Yarn has been modifying for manufacturing Colour PolyesterYarns. After completion of this modification the company will produce 4500 TPA ColourPolyester Yarns.
3) In old POY Plant additional 48 end winders are adding to enhance the productioncapacity and after completion of this modification POY production of the company will beincreased by 4500 TPA.
4) F. O. based 4.8 MW Captive Genset Power Plant has been installing to furtherreducing power cost .
OVERSEAS SUBSIDIARY COMPANY
The company has a wholly owned subsidiary company named "Sumeet Global PteLimited" in Singapore registered with Registrar of Companies and Business Singapore.Pursuant to Accounting Standard AS- 21 issued by the Institute of Chartered Accountants ofIndia and the provisions of the Listing Agreement with Stock Exchanges the company hasprepared Consolidated Financial Statements of the Company and its subsidiaries areincluded in the Annual Report.
Pursuant to the provision of section 136 of the Act the financial statements of thecompany consolidated financial statements along with the relevant documents and separateaudited accounts in respect of Sumeet Global Pte Limited are available on the website ofthe company.
The company has been exploring all the possibilities for exporting its products. Duringthe year under review your company has exported products worth of Rs. 131.85 Crores.
At present company is exporting to Egypt Saudi Arabia China Argentina PolandVietnam Philippines Portugal Morocco Columbia Bangladesh Russia Ethiopia MexicoNepal Brazil Peru Algeria Thailand U.S.A Singapore and Turkey etc. The company isweighing further possibilities to export its value added newly developed Carpet Yarns.Exploring export markets has been a key area of focus for the company. Your Companyexpects more growth in the overall export sales in the current year also.
As members are aware the companys shares are compulsorily tradable in theelectronic form. As on March 31 2016 almost 94.71% of the Companys total paid-upcapital representing 58039738 shares were in dematerialized form. In view of thenumerous advantages offered by the Depository system members holding shares in physicalmode are advised to avail of the facility of dematerialization on either of theDepositories.
The Companys financial discipline and prudence is reflected in the strong creditratings ascribed by Brickwork Ratings India Limited as below :-
Long Term Borrowing : BWR
BBB Outlook : Stable
Short Term Borrowing : BWR A3 +
The Company has invited deposits from public in accordance with the Section 73 and 74of the Companies Act 2013 (corresponding Section 58 A of the Companies Act 1956) to thetune of Rs. 396.14 Lacs during the financial year 2013-14. No fresh deposits have beeninvited and nor any deposits have been renewed in the financial year 2015-16. Totaloutstanding deposits after repaying on maturity as on 31.03.2016 has been remained Rs.20279000/-. There were no deposits which were claimed but not paid by the Company ason date.
Mr. Shankarlal Somani (DIN No. 00165238) Whole-time Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment.
As per provisions of the Companies Act 2013 Independent Director may be appointed fora term up to five years and shall not be liable to retire by rotation. Accordingly theBoard recommends the appointment of Mr. Bhagchand Chordia (DIN No. 00165398) and Mr.Atmaram Sarda (DIN No. 06713264) as Independent Director of the Company for a term upto 3(Three) consecutive years and whose office shall not be liable to retire by rotation.
The company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) theCompanies Act 2013 and SEBI (LODR) Regulation 2015.
The details of proposal of appointment/re-appointment of Mr. Shankarlal Somani Mr.Bhadchand Chordia and Mr. Atmaram Sharda is mentioned in the Explanatory Statementpursuant to Section 102 of the Companies Act 2013 of the Notice of the 28th AnnualGeneral Meeting.
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at the27th Annual General Meeting of the Company held on September 30 2015 appointed M/s.Pradeep Singhi & Associates Chartered Accountants (ICAI registration no.:108029W) asStatutory Auditors of the Company to hold the office until the conclusion of the nextAnnual General Meeting of the Company. Members are requested to reappoint them at theAnnual General Meeting.
b) Cost Auditors
The Company has been maintaining cost accounting records in respect of manufacture ofpolyester yarns pursuant to directives of the Central Government. The company has beenappointed M/s. V.M. PATEL & ASSOCIATES (Firm Registration No. 10519) as CostAuditors for conducting the audit of cost records for the financial year 2016-17 andapproval of the members is being sought for ratification of their remuneration.
c) Internal Auditors
The Board has appointed M/s. RRA & Co. Chartered Accountants (ICAI RegistrationNumber 112115W) as Internal Auditors of your company for the financial year 2016-17. Thereport prepared by the Internal Auditors is to be reviewed by the Statutory Auditors &Audit Committee of the company.
d) Secretarial Auditors
M/s. Dhiren R. Dave Practising Company Secretaries (CP No. 2496 Membership No. 4889)were appointed as Secretarial Auditor to conduct secretarial audit of the company for thefinancial year 2015-16. The Secretarial Audit Report for the financial year ended 31 March2016 is annexed herewith and forms part of the Annual Report as Annexure-1. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
The Board has re-appointed Dhiren R. Dave Practising Company Secretaries assecretarial auditors of the Company for the financial year 2016-17.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Clause 49 (VIII) (D) of the Listing Agreement with the Stock Exchanges theManagement Discussion and Analysis Report for the FY 2015-16 duly reviewed by AuditCommittee and approved by Board forms part of this Report.
PERSONNEL AND RELATED DISCLOSURES
The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the company. Pursuant to theprovisions of the Companies (Appointment & Remuneration of managerial personnel) rules2014 no employee is drawing remuneration in excess of the prescribed limits. Your companyalso appreciates that revenue and profit growth cannot take place without the rightequality of people. To that effect your company has undertaken a series of measures thatensures that the most appropriate people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure-2 forming part of the AnnualReport.
INTERNAL CONTROL SYSTEM
Your Company has a well established Internal Control system to ensure an effectiveinternal control environment that provides assurance on the efficiency of conductingbusiness including adherence to the Companys policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosures.The Internal Auditor certifies on the assurance of adequacy of Internal Control System onquarterly basis which are regularly reviewed by the Audit Committee. Independence of theaudit is ensured by the direct reporting of internal audit function to the Audit Committeeof the Board.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an integral part of the Companys ethos andpolicy and it has been pursuing on a sustained basis. The Company assists schools situatedat near by villages by distributing dresses & books among poor students and computersnearby situated primary schools etc. Technical education and training are imparted to theemployees through Industrial Training and Workshops. Emphasis was laid on creation ofawareness amongst the villagers about the need to protect the environment. CSR activitiescarried out by the Company have strengthened the relationship with local people. The shortfall of Rs. 13.40 Lacs in the amount spent on CSR activities during the year ended on 31stMarch 2016 is intended to be utilised in future upon identification of suitable projectswithin your companys CSR policy.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyand the initiatives undertaken by the company on CSR activities during the year are setout in Annexure of this Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. (Annexure-3). The Policy is available on the website ofthe Company.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company has continuously adopted structures that help attract best external talentand promote internal talent to higher roles and responsibilities. Sumeet Industriespeople centric focus providing an open work environment fostering continuous improvementand development helped several employees realize their career aspiration during the year.
The Company continued to maintain harmonious and cordial relations with its workers inall its businesses during the year under report. Your company firmly believes that adedicated work force constitute the primary source of sustainable competitive advantage.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act; 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.
Your Directors state that during the year under review there were no cases filedpursuant to The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
Risk Management is the systematic process of understanding measuring controlling andcommunicating organizations risk exposures while achieving its objectives. Thecompanys risk management policy stems from a philosophy of pursuing sustainablegrowth and creating economic value while calibrating and mitigating risks. Risk Managementis an important business aspect in the current economic environment and its objective isto identify monitor and take mitigation measures on a timely basis in respect of theevents that may pose risks for the business.
The Board of Directors regularly review risks and threats and takes suitable steps tosafeguard its interest and that there is no element of risk identified that may threatenthe existence of the Company.. The focus shifts from one area to another area dependingupon the prevailing situation. The Risk Management Policy has been reviewed and foundadequate to the requirements of the Company by independent firms of Chartered Accountantsand approved by the Board. A detailed report on significant risks and mitigation isforming part of Managements Discussion and Analysis.
All the properties of the Company including buildings plant and machineries and stockshave been adequately insured.
LOANS GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT 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.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT.
No material changes and commitments affecting the financial position of the Companyoccurred from the end of the financial year 2015-16 till the date of this report. Furtherthere was no change in the nature of business of the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration there were no such instances.
EMPLOYEE STOCK OPTION
The company has not issued any Employee Stock Option.
CHANGE IN SHARE CAPITAL
During the year under review the company has issued and allotted 10000000 6%Non-Convertible Redeemable Preference Shares of Rs.10/- each at a premium of Rs. 5/-aggregating Rs. 15.00 Crores to the Promoters and Promoter group.
FOREIGN EXCHANGE TRANSACTIONS
In order to hedge the company's exposure to foreign exchange and interest rate thecompany enters into forward contracts. The volatility witnessed in the global markets hasreiterated the need for robust forex management systems and prudent investment practices.All forex exposures are hedged upon the occurrence of an exposure. In case of liabilitiesin respect of foreign currency loans obtained for acquisition of fixed assets thevariation in the liabilities arising out of exchange rates at the year end have beencapitalized during the year as per Companies (Accounting Standard) Amendment Rules 2009.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 regarding conservation of energy technology absorption and foreign exchangeearnings and outgo is given in the Annexure-4 forming part of this report.
RESEARCH & DEVELOPMENT
The Company is giving great emphasis to innovation in product and process technologyand operational efficiencies. The company has set up a separate fully equipped welldesigned lab for testing of MEG and PTA and developing better quality of Pet chips andYarns with different deniers and filaments. It has institutionalized a multiple-stagequality control system at the material handling operations and finished goods stage.Efforts are made to explore and develop more valued added category of yarns. The enhancedquality so developed has been performing well in the domestic as well as in internationalmarket. Successful efforts are being made to re-engineer the products & process toreduce cost and optimize material consumption. The product lines of the plant are designedand re-engineered to change product with minimum changeover losses and thus meet customerrequirement even for small quantities.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business and that the provisions ofSection 188 of the Companies Act 2013 and the Rules made thereunder are not attracted.Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited by the Risk Assurance Department and a statement giving details of all RelatedParty Transactions are placed before the Audit Committee and the Board for review andapproval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web-link of the same has been provided in theCorporate Governance Report. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India (SEBI). A separate Report on Corporate Governance along withCertificate from M/s. Pradeep Singhi & Associates Chartered Accountants on compliancewith the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 is provided as part of this AnnualReport.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 in prescribed Form MGT-9(Annexure-5) is forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act 2013 read withSchedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Board of Directors and Senior management andemployess the Company has formulated a comprehensive Code of Conduct (the Code). The Codeis applicable to it's Directors and Senior management and employees to such extent as maybe applicable to them depending upon their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode reflects the values of the Company viz. Customer Value Integrity one team andExcellence.
A copy of the Code has been uploaded on the Companys websitewww.sumeetindustries.com. The Code has been circulated to all the Directors and ManagementPersonnel and its compliance is affirmed by them annually.
A declaration signed by the Companys Managing Director for the compliance of thisrequirements is published in this Report.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
WHISTLE BLOWER MECHANISM
In order to ensure that the activities of the Company and its directors employees andVendors are conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the Company has adopted a Vigilmechanism/Whistle Blower Policy. This policy is explained in Corporate Governance Reportand also uploaded on the website of the company i.e. www.sumeetindustries.com
DISCLOSURE RELATED TO BAORD COMMITTEES AND POLICIES
A) BOARD MEETINGS :
The Board of Directors met 17 times during the financial year ended 31st March 2016 inaccordance with the provisions of the Companies Act2013 and rules made there under. Thedetails thereof are given in the Corporate Governance Report forming part of the Annualreport.
B) COMMITTEE MEETINGS :
The Audit Committee of the Board comprises of Mr. B.C. Chordia ( Chairman ) Mr.Sumeet Kumar Somani Member and Mr. Atamram Sarda Member.
All recommendations made by the Audit Committee were accepted by the Board during theyear 2015-16. The brief details of the Audit Committee are given in Corporate GovernanceReport forming part of the Annual report .
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of Mr. B. C. Chordia(Chairman) Mr. Atamram Sarda Member and Mr. Dinesh Sharan Khare Member.
The Nomination and Remuneration Committee and this Policy are in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andSEBI (LODR) Regulation 2015 (as may be amended from time to time). Emphasis is given topersons from diverse fields or professionals.
The Nomination and remuneration Committee has framed the "NOMINATION &REMUNERATION AND EVALUATION POLICY "(Annexure-6 (i)) and "POLICY ON BOARDDIVERSITY (Annexure-6 (ii)) "forming part of the Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee review and ensures redressal of investor grievances. The StakeholdersRelationship Committee of the Baord comprises of Mr. B. C. Chordia (Chairman) Mr. AtamramSarda Member and Mr. Sumeet Kumar Somani Member.
The brief details of the Stakeholders Relationship Committee are given in CorporateGovernance Report forming part of the Annual report .
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid down the Companys policy on Corporate Social Responsibility(CSR) and the CSR activities of the company are carried out as per the instructions of theCommittee.
The CSR committee of the Board comprises of Mrs. Gangadevi Somani Chairman Mr.Sumeet Kumar Somani Member and Mr. Atmaram Sarda Member.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit CommiteeNomination and Remuneration Committee. This evaluation is led by the Chairman of the BoardGovernance Nomination and Remuneration Committee with specific focus on the performanceand effective functioning of the Board.
The result of the evaluation is satisfactory and adequate and meets the requirement ofthe Company.
KEY MANAGERIAL PERSON
Mr. Shankarlal Somani who is Managing Director (Executive) Mr. Sumeet Kumar Somanithe Executive Director and Chief Financial Officer and Mr. Anil Kumar Jain CompanySecretary who have been appointed before commencement of the Companies Act 2013 are theKey Managerial Personnel of the company.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation for devoted services of the Executives Staff and workers ofthe Company for its success.
| ||On behalf of the Board of Directors |
| ||Sd/- |
|Place : Surat ||Shankarlal Somani |
|Date : 4th August 2016 ||Chairman cum Mg. Director |