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Sambandam Spinning Mills Ltd.

BSE: 521240 Sector: Industrials
NSE: SAMBANDAM ISIN Code: INE304D01012
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OPEN 138.00
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VOLUME 20889
52-Week high 276.80
52-Week low 125.30
P/E
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Sambandam Spinning Mills Ltd. (SAMBANDAM) - Director Report

Company director report

Your directors have pleasure in presenting the 48th Annual Report together with theAudited Accounts for the year ended March 31 2022.

1 PERFORMANCE HIGHLIGHTS 2021 - 22 2020 - 21
(Rupees in Lakhs)
Revenue from Operations
Direct exports 893 494
Merchandise exports 476 -
Domestic Sales 34008 22507
Wind Turbine Generator Power sold to third party 117 106
Other income 43 32
Total Revenue from Operations 35537 23139
Profit
Profit [Profit before interest depreciation & Tax] 4688 3314
Cash profit [Profit before depreciation & Tax] 3483 2289
Profit before tax [PBT] 2149 1041
Less : Provision for Current Tax 512 386
Provision for Deferred Tax .. .. 185 (152)
Profit after tax [PAT] 1452 807

2 DIVIDEND

The Directors have recommended a dividend of Rs 5 (Five) per share (50% on the Facevalue of Rs 10 each) for the year ended 31st March 2022 absorbing a sum of Rs 21323000for the approval of the share holders at the ensuing 48th Annual General Meeting.

3 MANAGEMENT DISCUSSION AND ANALYSIS

Core business of the company is manufacture and sale of cotton yarn and blended yarn.The management discussion and analysis given below discusses the key issues of theIndustry with specific reference to the cotton yarn spinning sector.

3.1 Details of significant changes on following ratios (i.e changes if 25 % or more ascompared to immediately previous financial year). For reasons refer page no. 105

21-22 20-21 change change%
a. Debt: Equity ratio 1.17 0.99 0.18 18.18%
b. Debt service coverage ratio 1.55 1.02 0.53 51.96%
c. current ratio 1.39 1.24 0.15 12.10%
d. Trade receivable turnover ratio (in No of days) 39 62 (23) (37.10)%
e. Inventory turn over ratio (in No of days) 173 212 (39) (18.40)%
f. Trade payable turnover ratio (in No of days) 77 108 31 (28.70)%
g. Networking capital turnover ratio 5.69 5.47 0.22 4.02%
h. Net profit Margin (%) 4.09% 3.49% 0.60% 17.11%
.i. Return on equity% 13.42% 8.29% 5.13% 61.88%
j. Return on capital employed 14.24% 10.47% 3.77% 36.01%
k Return on Investment 0.43% 0.00 0.43% 100%

a. INDUSTRY PERFORMANCE

The FY 21-22 was further challenging year when compared to FY 20-21 due to reminisantcarry over effect of Covid pandemic of previous year because of which the factory has toremain shutdown of production facilities for one month period from last week of May 2021to last week of June 2021. The Covid pandemic has gradually subsided and the operationswere resumed quickly. Thus 2021-22 appeared brighter given the onset of vaccinationdrives growth in e-commerce sales of apparel and resumption of supply chain across theindustry.

Cotton import duty was levied at the beginning of the year and this has accelerated thecotton cost that has resulted in squeezed margin to the Industry. To mitigate this effectIndustry representations were made to govt of India.

The declining domestic cotton production during the current cotton season and increasedindustry demand for cotton and estimated export of 50 lakh bales are making the countryto face shortage of cotton. The levy of 11% import duty on cotton is affecting the globalcompetitiveness of the industry as the traders adopting import parity pricing policybecause of which Indian cotton price is ruling at Rs15/- to Rs20/- per kg higher than theinternational price.

The steep increase in cotton prices and shortage of quality cotton have resulted incancellation of Indian export orders and diversion of the same to Bangladesh VietnamChina and Pakistan by the importers in EU USA Japan etc. The MSME segments includinghandloom power loom and garment segments are the worst affected and the capacityutilization has already dwindled down substantially resulting in huge job losses anddeclining trend in the GST revenue.

Under these circumstances the only option is to allow duty-free import of cotton notonly to tide over the crisis and achieve the textile export target of US $ 16.96 billionfor the year 2022-23 an increase of 25% over the target for the year 2021-22. TheIndustry would be optimistic to achieve this steep increase in target if cotton is madeavailable at an internationally competitive rate.

As per the industry estimates the duty-free import may not exceed 40 lakh bales duringthe current season. It will take three to four months' time for the imported cotton toreach the Indian textile mills. Since the farmers have already sold the cotton produced bythem and preparing for sowing of cotton for the next season allowing duty-free import ofcotton will not affect the farmers. Against this background Industry has appealed tocentral govt thr Minister of Textiles to allow duty-free import of cotton

b. COMPANY'S PERFORMANCE

In spite of all odds the company is able to focus on more value added count and madequalitative value added counts in more volumes. This strategy has helped the Company toprocure diversified varieties of cotton across the country and to quote competitive pricesfor our yarn which helped to improve the operating margin through out the year coupledwith pent up demand of yarn during the year

The gross production volume has Increased to 107.30 Lakhs Kgs during the financial year2021-22 as against 95.75 Lakhs Kgs of last year.

Despite the adverse conditions prevailed during first three months of the financialyear under review due to tail end effect of Covid-19 pandemic there is no slowdown inCompany's focus on new product development innovation and cost-effective production. Thesale volume for the FY 2021-22 stood at 100.43 Lakh Kgs as compared to 89.92 LakhKgs of last year. The sale value of yarn has increased to Rs 342.96 Crores during the FY2021-22 as compared to Rs 223.37 Crores of last year excluding waste sales.. Theoverall revenue from operation has gone up by 53.61 % during the FY 2021-22 of Rs 355.36Crores from Rs 231.07 Crores of last year.

The Company's quality of yarn in value added segment has been well appreciated by thecustomers and the Company is receiving moderate volume of orders for value added counts.

In Q1 21-22 the company could not operate for about 30 days due to Covid pandemic tailend effect and scaled up to full capacity immediately ensuring there is no loss ofbusiness subsequently. However uncertainties prevailed for quite some time thereafter Thecompany could manage to exceed market expectation on supplies due to pent updemand ( pipeline was dry after the lock down period ) and hence the yarn market is translated frombuyers' market to sellers' market. The product mix were suitably adjusted to suit toconsumer need to maximize the productivity. The wind mills have generated 189 lakh unitsand recorded generation of electric power of the value of Rs 1126.87 lakhs during theyear.

c. PROSPECTS FOR THE CURRENT YEAR :

Electricity is a key ingredient to the manufacture of all types of yarn. To mitigatethe huge power requirements and its ever increasing cost apart from purchasing power fromTANGEDCO and private power producers and company owned wind mills company has gone aheadand poised for innovative cost reduction measures such as harnessing the natural sourceavailable renewable energy source of Solar energy the cost of which would be much lessthan regular conventional source mentioned above Towards this company has gone ahead forinstalling during Q4 of FY 21-22 4 MW Roof top Solar power project at all the threemanufacturing premises and capacity of 5 MW in Ground mounted power project at a placecalled Perambalur in Tamil Nadu which is around 150 km from company office at Salem. Forthis the company has purchased around 28 acres of land in Perambalur Tamil Nadu wherein 5Mega watt power generation through ground mounted solar power project is installed (seepictures displayed in end of the annual report). Both projects roof top and ground mountedmodel is expected to reduce the power cost to the company. In addition to that companyhas made innovative process improvement by additional equipment purchase of Auto conerand its ancillary equipment and this will enhance the revenue and profitability fromcurrent year onwards. The company has funded such measures through bank borrowings fromcanara bank and HDFC bank and also by internal accruals. Further company's recent focusinto manufacturing value added products (Compacted Yarn) is expected to improve themargin.

Sambandam Spinning Mills Limited's operations are working capital intensive as the rawmaterial cotton availability is seasonal and as reflected by high inventory and receivabledays which are in line with general industry trend as the cotton availability is seasonal.During the year under review the company had procured raw material required for a longerperiod leading to large working capital requirements which are reflected in the highinventory at the end of the year. However the elongated inventory and receivables holdingperiod are partially offset by the longer credit period availed from suppliers due to thelongstanding relationships. Hence the associated risks are mitigated to a greater extent.

d) ENVIRONMENT PROTECTION HEALTH AND SAFETY (EHS)

EHS is given utmost importance in all operational and functional areas at all fourlocations of the Company. Regular safety audits periodic safety inspections are carriedout by expert agencies in a systematic way and suitable control measures are followed andsafe operations are ensured at factory sites. All processes as required for PollutionControl and Environmental Protection are strictly followed.

e) INTERNAL CONTROL AND SYSTEMS

The company has necessary Internal Control Systems in that commensurate with the sizescale and complexity of its operations. The Company is continuously making improvementsin internal control systems and Auditors are carrying out internal audits and advising themanagement on strengthening of internal control systems then and there. The reports arediscussed periodically. Significant audit observations and corrective actions thereon arepresented to the Audit committee periodically.

Further the Company is certified with ISO 9001 ISO 14001 and ISO 45001 on themanufacturing systems. Further the Company's Better Cotton Initiatives and organic cottonyarn is certified by control union. Further Sambandam Spinning Mills Limited is theapproved and preferred customer for following buying houses namely Inditex C&A MarcoPolo and VF.

f) HUMAN RESOURCES MANAGEMENT

Your Company has a favourable environment at work place and has formulated andimplemented various welfare measures for the employees. The Company gives utmostimportance of training and deputes its employees in work related courses including skillsupdation and capacity building etc.

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.

g) DISCLOSURE ON ANTI SEXUAL HARASSMENT POLICY OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The Company has a Committee foraddressing issues related to women and during the financial year 2021-22 there were nocomplaints received on sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the same is available on the Company's website www.sambandam.com

h) COST AUDIT

Board of directors have approved the appointment of Sri B.Venkateswar Practising CostAccountant (Membership Number : 27622) Cost Accountants for audit of cost accounts of theCompany. In accordance with the provisions of the Companies Act 2013 and the Rules framedthere under Cost Audit for the Company is applicable for the financial year commencingfrom 2022 - 23 and the resolution for ratification of the remuneration payable to the CostAuditor for the year 2022-23 is placed before the members for ratification at the 48thAnnual General Meeting of the Company scheduled on 07-08-2022.

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 2022-23.

.i.) 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 or extended permitted days bygovt.. Dates of the board meetings and details of directors' attendance at the meetingsare furnished in the Corporate Governance report at Annexure – VII.

j) DIRECTORS

During the year 21-22 the Board of Directors have recommended re-appointment /appointment of new directors and subsequently approved and confirmed by the shareholdersin their meeting on 47 th AGM held on 25.09.2021 as mentioned in respective portion ofthis board report .

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered under Nomination andRemuneration Policy and it is available in the web-link of the Companyhttp://www.sambandam.com. Further information about elements of remuneration package ofindividual directors is provided in the Annual Return as provided under Section 92(3) ofthe Act Under Serial No. 9 of this Report.

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.

Declaration on adherence to the Code of Conduct.

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 all the Board members and senior management personnel of the Company have confirmedadherence to the Code of Conduct of Sambandam Spinning Mills Ltd. Limited for thefinancial year ended March 31 2022.

k) 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:

a) in the preparation of the annual accounts for the financial year 2021-22 theapplicable accounting standards Ind AS have been followed and there are no materialdepartures;

b) 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;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

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

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

l) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no orders were passed by the Regulators or Courts orTribunals impacting the going concern status and the operations of the Company.

m) PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

None of the employees (other than the Directors and KMPs whose remuneration isdisplayed in "u" below) of the Company has drawn remuneration exceeding Rs 8.5lakhs per month or Rs 102 lakhs per annum during the year.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 with subsequent amendments thereto is annexed withthis report and forms part of this report

n) Related Party Transactions :

Transactions entered with related parties have been explained in Form AOC -2 annexedwith this report and forms part of this report. Further Policy on dealing with RelatedParty Transactions has been uploaded on the Company's website under the web link:http://www.sambandam.com also refer page no. 94

o) BOARD EVALUATION

During the year under review the Board adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and individual Directors including theChairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Board functioning such as composition of the Boardand Committees experience and competencies performance of specific duties andobligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance at Board Meetings and General Meetings; participation inBoard proceedings; independence and candidness shown at meetings; clarity andobjectiveness in expressing views at meetings; awareness of governance code compliancerequirements risk framework etc. interactions with other Directors / Senior Managementduring and outside meetings; keenness to continuously familiarize with the industry andthe Company etc.

Your Company has in place a Policy relating to selection remuneration and evaluationof Directors and Senior Management.. The said Policy is available on the website of theCompany www.sambandam.com

Outcome of evaluation process

Based on inputs received from the members it emerged that the Board had a good mix ofcompetency experience qualifications and diversity. Each Board member contributed inhis/her own manner to the collective wisdom of the Board keeping in mind his/her ownbackground and experience. The necessary disclosures under SEBI Regulations givenhereunder:

a. Observations of Board evaluation carried out for the year 21-22

.i. All performance parameters as per SEBI circular have been full filled

b. Previous year 20-21 observations and action taken

.i. Achieved turnover of Rs 231 crores ii. Achieved EBIDTA of 14.34% iii. Integratedaccounting package SAP planned and under progress iv. Manpower filled as per requirement

c. Proposed actions for 22-23 based on current year observations .i. To achieve aturnover of around Rs 400 crores ii. To aim for EBIDTA of 20 % iii. To implementIntegrated accounting package SAP

.i. FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

Presentations during every quarter are made by Senior Management and Internal Auditorsat the Board meetings and Committee meetings on the business and performance updates ofthe Company local and global business environment business risks and its mitigationstrategy impact of regulatory changes on strategy etc. Updates on relevant statutorychanges encompassing important laws are regularly intimated then and there to all theDirectors including the Independent Directors.

r) DEPOSITS

The following are the details of deposits (accepted from the shareholders) coveredunder Chapter V of the Act .

i. Deposits at the beginning of the year on 01 April 2021: Rs 605.81 lakhs

ii. Deposits Accepted from shareholders during the year (2021-22): Rs 185.71 lakhs iii.Deposits repaid to shareholders during the year (2021-22): Rs 36.05 lakhs

iv. Deposits of shareholders outstanding at the end of the financial year on 31stMarch 2022: Rs 755.47 lakhs v. Remained unpaid or unclaimed as at the end of the year :NIL

vi. Any default in repayment of deposits or payment of interest thereon during theyear: NIL Company has duly complied with the provisions of section 73 of the CompaniesAct 2013 read with relevant rules with respect to fixed deposits.

The following are the details of deposits accepted from the Directors:

i. Deposits at the beginning of the year on 01 April 2021: Rs 2.50 lakhs

ii. Deposits accepted from Directors during the year (2021-22): Rs 4.00 lakhs

iii. Deposits repaid to Directors during the year (2021-22): NIL

iv. Deposits of Directors outstanding at the end of the financial year on 31st March2022: Rs 6.50 lakhs v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during theyear: NIL

r) INDUSTRY ASSOCIATIONS

Sri S. Dinakaran Joint Managing Director of the Company is a special invitee in theCommittee of Administration and Yarn Committee of the Cotton Textiles Export PromotionCouncil (TEXPROCIL) Mumbai. He is also a director in Confederation of Indian TextileIndustry (CITI) Delhi. By virtue of the offices he holds Sri S. Dinakaran has beenrepresenting to SIMA at the appropriate time to get relief to the ailing Textile 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 of that Company.

This Company has recorded total revenue of Rs 659.86 Lakhs and profit after tax (PAT)of Rs 126.71 Lakhs during the year ended 31.3.2022 as against Rs 399.83 Lakhs Revenue andRs 9.54 Lakhs PAT recorded in the previous year 2020-21.

Salem IVF Centre Pvt. Ltd. – 26.88% investment in the share capital of thatCompany.

This Company has recorded total revenue of Rs 304.23lakhs and profit (PAT)of Rs 3.31lakhs during the year 21-22 as against the revenue of Rs 241.49 lakhs and profit recordedRs (14.71) lakhs the Previous Year 2020 - 2021.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES OR ASSOCIATE COMPANIES

SPMM Health Care Services Pvt Ltd. revenue increased by 65% from operations during21-22 when compared to 20-21. Also Profit after tax has significantly increased by morethan 100 % due to onslaught of covid pandemic and also due to operational efficiency in21-22 when compared to 20-21.

Salem IVF Centre Pvt Ltd. revenue from operations has increased by 25.98% fromoperations during 21-22 when compared to 20-21. And thereby increased profit also

t) CHANGES OR COMMITMENTS AFTER THE YEAR ENDED ON 31.3.2022

No material change or commitments affecting the financial position of the company hasoccurred between the close of the financial year on 31.3.2022 and the date of this report

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

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

(ii) Percentage increase in their remuneration in 2021-22 as compared to the previousyear (2020-21): (Median Remuneration : Rs 127920 in 2021-22)

.

Remuneration Remuneration % increase Ratio to Median Remn. Ratio of 2020-21 Remuneration to
Name of whole-time Directors and KMP in 2021-22 in 2020-21 in 2021-22
Rs. lakhs Rs. lakhs Revenue Net Profit
Mr. S.Devarajan 102.00 84.00 21.43% 79.74 0.29% 4.75%
Chairman and Managing Director
Mr. S.Jegarajan 98.70 81.00 21.85% 77.16 0.28% 4.59%
Joint Managing Director
Mr. S.Dinakaran 64.20 54.00 18.89% 50.19 0.18% 2.99%
Joint Managing Director
Mr. S.Natarajan* 15.20 12.10 25.62% 11.88 0.04% 0.71%
Company Secretary
Mr. P.Boopalan* 28.00 22.00 27.27% 21.89 0.08% 1.30%
Chief Financial Officer
Mr. D.Niranjan Kumar 37.50 27.00 38.89% 29.32 0.11% 1.74%
Director - Marketing
Mr. J.Sakthivel 37.50 27.00 38.89% 29.32 0.11% 1.74%
Director - Technical

* The remuneration in FY 20-21 is for 11 months only

Name of Non-executive Directors # Sitting fees in 2021-22 # Sitting fees in 2020-21
Rs. lakhs Rs. lakhs
Mr. D.Sudharsan - 2.25 0.25

 

Name of Independent Directors # Sitting fees in 2021-22 # Sitting fees in 2020-21
Rs. lakhs Rs. lakhs
Dr. V.Sekar 6.15 3.10
Mr. D.Balasundaram 5.90 2.85
Mr. S.Gnanashekaran 6.15 3.10
Mr. Kameshwar M Bhat 6.15 3.10
Smt. Annapoorani Venugopalan 2.00 1.25
Mr.S.Bhaskaran 1.75

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

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

(iii) Number of permanent employees on the rolls of the Company : 1707 (iv) Novariable component of the remuneration to any director.

4 AUDITORS

At the 44th Annual General Meeting held on 11.08.2018 M/s R. Sundararajan &Associates Chartered Accountants were reappointed as statutory Auditors of the Companyupto conclusion of 48th AGM. The second term of the appointed period for above saidauditor was over by the end of the 48th AGM being held on 24-09-2022. Hence there isrequirement for appointment of a new Statutory Auditor M/s P.N. Raghavandra Rao & Co.Chartered Accountants have confirmed their eligibility and willingness to get appointed totheir office. On the recommendation of the Audit Committee Board is placing theresolution for the appointment and fees payable to the statutory Auditors before themember's for approval.

5 Particulars of Loans Guarantees or Investments under Section 186 of theCompanies Act 2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in note 49 to the notes to the financialstatements.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to reportconcerns about unethical behavior 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- mailid ksg_comsec@yahoo.com. The key directions/actions are informed to the Managing Directorof the 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.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. It also confirms that none of the directors of the board of directorson the board of the company have been debarred or disqualified from being appointed orcontinuing as the directors of the companies by the board /MCA or any such statutoryauthority

Applicable Secretarial standards ie SS1 and SS2 relating to "Meeting of theboard of directors "and "General meeting "respectively have been dulycomplied with by the company.

9 EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management and Administration) Rules 2014 the copy of the Annual Return forthe year ended 31-03-2022 has been placed on the website of the Company and web link ofsuch Annual Return is http://www.sambandam.com/results/2022-09-01-MGT-7-2021-22.pdf orwww.sambandam.com

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 2021-22transfer of Unclaimed final Dividend of the year 2013-14 was applicable since dividend wasdeclared for the financial year 13-14.

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 which finaldividend was not claimed /paid of the year 14-15 to IEPF authority. Shareholders who havenot claimed their dividend of the year 14- 15 can write to the Company or Registrar andtransfer agent M/s Cameo Corporate Services Limited at 'Subramanian Building' No.1 ClubHouse 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. Incase no valid claim is received the dividend and shares in respect of which the dividendare lying unpaid /unclaimed will be transferred to IEPF authority on the due date. Furtherin terms of rule 6(3) of the IEPF rules statement containing the details of shareholderswho have not claimed dividend for previous years and his folio number /DP-ID /client IDis made available on company's website for information and necessary action byshareholder. In case the concerned shareholder wish to claim the shares after transfer toIEPF 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
14-15 27.09.2015 24.10.2022
15-16 06.08.2016 03.09.2023
16-17 12.08.2017 08.09.2024
17-18 11.08.2018 07.09.2025
18-19 11.08.2019 07.09.2026
19-20 Dividend not declared Not applicable
20-21 25.09.2021 22.10.2028

Annexures to this Board Report

The following are the annexures to this report

1. Statement containing salient features of the financial statement of associate company (Form AOC – 1) in Annexure – I
2. Form AOC - 2 in Annexure - II
3. CMD / CFO Certification in Annexure - III
4. Conservation of energy technology absorption Research and development and foreign exchange earnings and outgo in Annexure - IV
5. Details of CSR Expenditure in Annexure - V
6. Secretarial Audit Report (Form MR-3) in Annexure - VI
7. Corporate Governance Report in Annexure - VII

11 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 may differmaterially from those expressed in the statement. Important factors that could influencethe Company's operations including 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.

12 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 HDFC bank SouthIndian Bank CSB Bank Canara Bank and the State and Central Government departments fortheir support and look forward to their continued support in future

For and on behalf of the Board
Salem S. Devarajan
August 6 2022 Chairman and Managing Director
DIN : 00001910

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