Your Directors are pleased to present the 18th Annual Report and the Audited FinancialStatements of the Company for the year ended 31st March 2022.
Financial performance of the Company for the year ended 31st March 2022 is summarizedbelow: ( Rs. in Lakhs)
| ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Revenue from operations ||44261 ||34778 |
|Other Income ||622 ||491 |
|Total Revenue ||44883 ||35269 |
|Profit before Finance Cost Depreciation and Tax ||2288 ||1664 |
|Finance Cost ||386 ||366 |
|Depreciation ||623 ||465 |
|Profit Before Tax Exceptional Items ||1279 ||833 |
|Exceptional Items ||789 ||- |
|Profit Before Tax ||490 ||833 |
|Provision for Tax ||389 ||247 |
|Profit After Tax ||101 ||586 |
|Other Comprehensive Income ||1849 ||960 |
|Total Comprehensive Income for the year ||1950 ||1546 |
|Opening Balance in Other Equity ||34988 ||33640 |
|Appropriations || || |
|General Reserve ||-- ||-- |
|Dividend on Equity shares ||99 ||237 |
|Earnings per share (EPS) in Rs. ||0.26 ||1.48 |
STATE OF COMPANY'S AFFAIRS Review of Opeartions
During the year under review the total revenue of the Company was Rs. 44883 Lakhs ascompared to Rs. 35269 Lakhs in 2020-21. Profit before tax was Rs. 490 Lakhs as againstRs. 833 Lakhs in the previous year.
Building Materials division has posted a total turnover of Rs. 35382 Lakhs and a netprofit of Rs. 938 Lakhs in the current year as against Rs. 27306 Lakhs and Rs. 453 Lakhsrespectively in previous year.
Power & Control Systems division has posted a total turnover of Rs. 2650 Lakhs ascompared to Rs. 2481 Lakhs in the previous year. The net profit was Rs. 413 Lakhs whencompared to Rs. 408 Lakhs in the previous year.
Speciality Chemicals division has posted a total turnover of Rs. 852 Lakhs and netprofit of Rs. 168 Lakhs as compared to Rs. 901 Lakhs and Rs. 201 Lakhs respectively in2020-21.
Industrial Packaging division has posted total revenue of
Rs. 4946 Lakhs this year as compared to Rs. 3686 Lakhs in
2020-21. The net profit of this division for the current year was Rs. 489 Lakhs ascompared to Rs. 224 lakhs previous year.
Your directors are pleased to recommend a dividend of 25 paise per equity share (2.50%on equity capital of the Company) for the financial year 2021-22. Total dividend payoutfor the year is Rs. 99 Lakhs and necessary tax on dividend will be deducted as per IncomeTax Act. The dividend shall be paid to the eligible shareholders whose names appear in theRegister of Members as on the record date fixed by the Board.
Voluntary delisting of equity shares from NSE
During the year the Company's equity shares was delisted from National Stock Exchange(NSE) w.e.f. 29th July 2021.
Amalgamation/Merger of Subsidiary Company
Due to administrative convenience and for ease of operations the Board of Directorshave proposed to amalgamate the Wholly Owned Subsidiary Danish Steel
Cluster Private Ltd with your Company and the proposed amalgamation would result invarious benefits such as rationalization streamlining the management structure of themerged business for both Companies.
DISCLOSURES UNDER THE COMPANIES ACT 2013
Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the Company has complied with requirements and the details of which aredisclosed hereunder.
1. Annual Return
As per Section 92(3) of the Companies act 2013 Annual return of the Company isdisclosed on Company's website under the web-link: https://sicagen.com/corporate-governance/
2. Number of Board Meetings
The Board of Directors met 5 (Five) times in the year
2021-22. The details of the Board meetings and the attendance of the Directors aregiven in the Corporate Governance Report.
3. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Board of Directors confirm that:
(a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.
(b) t hey 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 profitand loss of the Company for that period.
(c) they 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 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 andsuch internal financial controls are adequate and are operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
4. Details in respect of frauds reported by auditors
During the year under review the Auditors have not reported to the audit committeeunder Section 143(12) of the Companies Act 2013 any instances of fraud committed againstthe Company by its officers or employees the details of which would need to be mentionedin the Board's report.
5. Statement on declaration given by Independent Directors
The Company maintains the requisite number of Independent Directors as required underSection 149(4) of the Companies Act 2013 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Company has receivednecessary declaration from each independent director under Section 149(7) of the CompaniesAct 2013 that he/she meets the criteria of independence laid down in Section 149(6) ofthe Companies Act 2013 and Regulation 25 of the Listing Regulations.
6. Remuneration Policy
The Company follows a policy on remuneration of Directors Key Managerial Personnel andSenior Management employees including criteria for determining qualification positiveattributes and independence of Directors. The following is the Remuneration Policy forboth Executive and Non-Executive Directors which is also available on Company's websiteat: https:// sicagen.com/wp-content/uploads/sicagen-docs/Policies/RemunerationPolicyforDirectors.pdf
(i) . For Executive Directors
The remuneration of the Whole Time Directors shall comprise of a fixed component and aperformance linked pay as may be recommended by the Nomination and Remuneration Committeeand subsequently approved by the Board of Directors and Members. Performance Linked Payshall be payable based on the performance of the individual and the Company during theyear. Remuneration trend in the industry and in the region academic backgroundqualifications experience and contribution of the individual are to be considered infixing the remuneration. These Directors are not eligible to receive sitting fees forattending the meetings of the Board and Committees.
(ii) . For Non-Executive Directors
The Non-Executive Directors will be paid sitting fees for attending the Board andCommittee Meetings as per the stipulations in the Act and the Articles of Association ofthe Company and as recommended by the Nomination and Remuneration Committee.
Different scales of sitting fee may be fixed for each category of the directors andtype of meeting. However the fees payable to the Independent Directors and WomanDirectors shall not be lower than the fee payable to other categories of directors. Inaddition to this the travel and other expenses incurred for attending the meetings are tobe met by the Company. Subject to the provisions of the Act and the Articles ofAssociation the Company in General Meeting may by special resolution sanction and payto the Directors remuneration not exceeding 1% of the net profits of the Company computedin accordance with the relevant provisions of the Act. The Company shall have no otherpecuniary relationship or transactions with any Non-Executive Directors.
7. Explanation of Board on qualification of statutory auditors & secretarialauditor if any
The Auditors' Report for the financial year 2021-22 does not contain any qualificationreservation or adverse remark. The Report is enclosed with the financial statements inthis Annual Report.
As required by the Listing Regulations the Practicing Company Secretary's certificateon corporate governance for the financial year 2021-22 is enclosed as Annexure to thisAnnual report. The certificate does not contain any qualification reservation or adverseremark.
The Secretarial Auditors' Report for the financial year 2021-22 does not contain anyqualification reservation or adverse remark. However his observations are enclosed asAnnexure to this Annual report.
8. Particulars of loans guarantees or investments given or made by the Company
During the year under review Company has not given any loan guarantee or provided anysecurity and made any investments in excess of the limits prescribed under Section 186 ofthe Companies Act 2013. The information relating to investments loans etc. form partof the Notes to the financial statements provided in this Annual Report.
9. Related Party Transactions
The related party transactions entered into with related parties during the year underreview were in the ordinary course of business and at arm's length basis and in compliancewith the applicable provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015. There were no materially significant related party transactions made by the companywith promoters directors or key managerial personnel etc. which may have potentialconflict with the interest of the company at large.
Since there are no transactions that are not in arms' length basis and material innature disclosure under AOC-2 does not arise.
10. Amount transferred or proposed to be transferred to any reserves
The Company has not transferred or proposed to transfer any amount to any reserves asthere is no necessity to transfer such amount as required under the Companies Act 2013.
11. Material changes and commitments if any affecting the financial position of theCompany
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year i.e. 31st March 2022 and the date of thisreport.
12. Transfer of unclaimed dividend/shares to the IEPF account
As required under the provisions of Section 124 and other applicable provisions ofCompanies Act 2013 and the rules and amendments made thereunder the Company is requiredto transfer the dividends that remain unpaid/unclaimed for a period of 7 (seven)consecutive years or more to Investor Education and Protection Fund (IEPF) and also allthe equity shares in respect of which dividends remain unclaimed/unpaid for a period ofseven consecutive years or more to IEPF account administered by the Central Government.During the year the Company has transferred the unclaimed dividend amount of Rs.805849.60 pertaining to the financial year 2013-14 to IEPF account and also transferred527935 equity shares belonging to 10676 shareholders underlying the unclaimed dividendamount & unclaimed suspense account to IEPF. The dividend and shares transferred tothe IEPF can be claimed back by the concerned shareholders from the IEPF Authority aftercomplying with the procedure prescribed under the Rules.
As on 31st March 2022 an amount of Rs. 676818.60 is lying in the unclaimed dividendaccount of the Company pertaining to the financial year 2014-15 and it would betransferred to the IEPF account on or before 28th October 2022. The members who have notclaimed their dividends pertaining to the financial year 2014-15 may write to theCompany/RTA for claiming the same before transfer to the IEPF account.
The Company is also in the process of transfer of shares in respect of which dividendsremain unclaimed for last 7 years or more to IEPF account. Members may after completingthe necessary formalities claim their unclaimed dividends immediately to avoid transferof the underlying shares to the IEPF.
Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid accounts up tothe year and the
corresponding shares which are liable to be transferred are available on our websiteat https://sicagen.com/ unpaid-dividends-share-transfer-to-iepf-2/
13. Particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo
Particulars required to be disclosed under Section 134 of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 relating to conservation ofenergy technology absorption foreign exchange earnings and outgo are given in AnnexureI which forms part of this Report.
14. Risk Management Policy
Risk Management Policy for identifying and managing risk at the strategic operationaland tactical level has been adopted by the Company. Our risk management practices aredesigned to be responsive to the ever changing Industry dynamics. At present the Companyhas not identified any element of risk which may threaten the existence of the Company.However the Constitution of a Risk Management Committee as per Regulation 21 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable tothe Company.
15. Corporate Social Responsibility (CSR)
The Company has constituted a CSR Committee of Board of Directors and has adopted a CSRPolicy. The same is posted in the Company's website at https://sicagen.com/wp-content/uploads/sicagen-docs/Policies/Corporate-Social-Responcibility-CSR-Policy.pdf.
The Company is carrying out its CSR activities through AM Foundation Not-For-ProfitOrganisation. A report in prescribed format detailing the CSR expenditure for the year2021-22 forming part of this report is attached herewith as separate Annexure II.
16. Evaluation of Board
Your Company has a structured framework for evaluation of the Individual DirectorsChairperson Board as a whole and its committees. The Independent Directors at theirMeeting held on 25.03.2022 evaluated the performance of Non-Independent Directors Boardas a whole Chairperson and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
The Board ofDirectors at their Meeting held on 29.03.2022 evaluated the performance ofall Independent Directors and the Board as a whole and its committees and assessed thequality quantity and timeliness of flow
of information between the Company Management and the Board through circulation ofquestionnaires to assess the performance on select parameters relating to rolesresponsibilities and obligations of the Board and functioning of the Committees. Theevaluation criteria were based on the participation contribution and guidance offered andunderstanding of the areas etc. which are relevant to the Directors in their capacity asMembers of the Board/Committees.
17. Directors and Key Managerial Personnel (KMP)
As on the date of the Report the Board comprises of 8 (Eight) Directors of whom 5(Five) are Independent Directors including 2 (Two) Woman Directors. All the IndependentDirectors have furnished necessary declaration under Section 149 (7) of the Act and underRegulation 25(8) of the Regulations. As per the said declarations they meet the criteriaof independence as provided in Section 149 (6) of the Act and the Regulations. All of themhave confirmed that they have registered themselves with the Indian Institute of CorporateAffairs under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules2014 as amended. The Board met 5 (Five) times during the year under review and therelevant details are furnished in the Corporate Governance Report which forms part ofthis Annual report.
I n accordance with provisions of Sec. 156(6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Ashwin C Muthiah Chairman of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-election.
During the year Mr. R. Chandrasekar was re-appointed as Whole-Time Director of theCompany for a further period of 3 years w.e.f 28th November 2021.
Due to personal reasons Mr. R. Srikrishna Company Secretary submitted resignation on29.06.2021 and he was relieved from the services of the Company w.e.f. 30.07.2021. Ms.Ankita Sharma was appointed as Company Secretary & Compliance Officer on 10.11.2021effective from 01.12.2021.
18. Composition of Committees
As required under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors of the Company had constitutedAudit Committee Corporate Social Responsibility Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee. A detailed note on the composition of theBoard and its committees is provided in the Corporate governance report which forms partof this Annual Report and also available in the Company's website athttps://sicagen.com/wp-content/uploads/2022/04/ Committee-Positions.pdf
The Company has not invited or accepted any deposits during the year under review andthere are no deposits covered under Chapter V of the Companies Act 2013 (the Act) duringthe year 2021-22 the details of which are required to be furnished.
20. Significant and material orders passed by the regulators or courts or tribunals
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
21. Internal Financial Control
The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss that all thetransactions are properly authorized and recorded and Information provided to managementis reliable and timely. The Company ensures adherence to all statues. The strong androbust internal control system is in place with appropriate policies and procedures toensure the achievement of operational and strategic goals compliance with policies rulesand regulations prevention and detection of frauds and errors accuracy and completenessof accounting records and economical and efficient use of resources.
The Company has engaged a firm of external consultants for the internal audit functionto continuously monitor the effectiveness of internal controls. Audits are conducted on anongoing basis and all significant deviations are brought to the notice of the AuditCommittee. Corrective action is recommended for implementation by the audit committee. Allthese measures do facilitate timely detection of any irregularities and provide earlyremedial steps. The Audit Committee approves the audit plan assigned to the internalauditors and the audit plan is reviewed annually. Further the Audit Committee alsoreviews the quarterly reports submitted by internal auditors critically and all materialdeviations are seriously viewed.
22. Proceedings under Insolvency and Bankruptcy Code 2016
No application has been made or any proceedings pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) against the Company during the year under review.
23. Vigil Mechanism
Pursuant to the provisions of Section 177 (9) of the Companies Act 2013 read with theRule 7 of the Companies (Meetings of Board and its powers) Rules 2014 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas established a vigil mechanism for its directors and employees to report theirgrievances or genuine concerns about unethical behaviour actual or
suspected fraud or violation of the Company's code of conduct. In order to preventfraudulent activities and also to ensure a corruption free work environment a detailedwhistle blower policy has been laid down by the Board. The details of the whistle blowerpolicy are posted on the Company's website https://sicagen.com/wp-content/uploads/sicagen-docs/Policies/Whistle- Blower-Policy.pdf
24. Internal Complaints Committee
The Company has constituted an Internal Complaints Committee to prevent and prohibitany form of sexual harassment at workplace and provide redressal for woman employees asrequired under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year there was no event affecting any of the womenemployees on account of any sexual harassment at the work place.
25. Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of allapplicable mandatory Secretarial Standards issued by the Institute of Company Secretariesof India (ICSI) and that such systems are adequate and operating effectively.
26. Particulars of Employees
The particulars of employees required under Section 197(12) read with Rule 5 of theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given inAnnexures III & IV and form part of this Report.
27. Corporate Governance Report
A Report on Corporate Governance as stipulated under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport. The requisite certificate from a Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance as required under the aboveRegulation is attached to this Report.
28. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached along with this report.
(a). Statutory Auditors
At the 13th Annual General Meeting (AGM) M/s. SRSV & Associates CharteredAccountants were appointed as statutory auditors of the Company for a period of 5 yearsand they will hold office up to the conclusion of the ensuing 18th AGM.
The Board has re-appointed M/s. SRSV & Associates Chartered Accountants Chennaifor another period of 5 years and subject to approval of shareholders at the ensuing 18thAGM they will hold office until the conclusion of 23rd AGM (FY
2022-23 to 2026-27). The above auditors have also confirmed that the appointment iswithin the limits as specified under the Companies Act 2013.
(b) . Secretarial Auditor
The Company has appointed M/s. KRA & Associates Practicing Company SecretariesChennai to carry out necessary secretarial audit for the financial year 2021-22 asrequired under Section 204 of the Companies Act 2013. The Secretarial Audit Report issuedby Secretarial Auditor for the year ended 31st March 2022 is given in the Annexure V. TheBoard of Directors has appointed M/s. KRA & Associates as Secretarial Auditors for thefinancial year 2022-23.
(c) . Cost Auditor and Cost Audit Report
Pursuant to Section 148 of the Companies Act 2013 read with the amended rules thereofthe Board of Directors on recommendation of the Audit Committee has appointed Mr. J.Karthikeyan Cost Accountant as Cost Auditor of the Company for the financial year 2022-23to carry out necessary cost audit in respect of manufacturing activities of the Companysuch as specialty chemicals drums manufacturing governor services and boat building. TheBoard has recommended the remuneration payable to the above Cost Auditor for ratificationof shareholders at the ensuing AGM.
30. Share Capital
During the year the Authorised Share Capital of the Company has been increased fromRs. 500000000 to Rs. 750000000 divided into 50000000 Equity Shares of Rs. 10 eachand Rs. 250000000 divided into 25000000 Redeemable Preference Shares of Rs. 10 eachrespectively. The paid-up share capital of the Company as on 31st March 2022 remainsunchanged at Rs. 395716840 consisting of 39571684 equity shares of Rs. 10 each.
31. Dematerialization of Equity Shares
As at 31st March 2022 38863825 equity shares representing 98.21% of the paid-upshare capital of the Company have been dematerialized. The shareholders holding shares inphysical form are advised to dematerialize their equity shares to avoid the risksassociated with holding the share certificates in physical form.
32. Subsidiary Associates and Joint Venture Companies
Pursuant to Section 136 of the Companies Act 2013 which has given exemption fromattaching the annual reports of subsidiary companies along with the annual report of theCompany the copies of balance sheet profit and loss account report of Directors &Auditors and other related information of South India House Estates & Properties LtdWilson Cables Private Ltd Danish Steel Cluster Private Ltd (Wholly Owned Subsidiaries)Wilson Far East Private Ltd Singapore (a step down subsidiary) are not attached with thisannual report. However the financial statements of the aforesaid subsidiary Companies areavailable for inspection by any member at the registered office of the Company and alsoavailable at the Company's website https://sicagen.com/financials-for-subsidiaries/
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing the salient features of the financial statements ofthe aforesaid subsidiary Companies for the year ended 31st March 2022 forming part ofthis report is attached herewith as separate Annexure in Form AOC-1.
The Company do not have any Associates or Joint Venture Companies.
33. Consolidated Financial Statements
In accordance with Indian Accounting Standard (Ind AS) 110 of Institute of CharteredAccountants of India and Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the consolidated financial statements are prepared by theCompany. The audited consolidated financial statements together with auditors' report forthe financial year ended 31st March 2022 are attached with this annual report.
Your Directors take this opportunity to express their gratitude to Company's BankersNBFCs Customers Suppliers Govt. Departments and other business associates for theirunstinted support extended to the Company. Your Directors wish to place on record theirappreciation of the efficient and dedicated services rendered by the employees at alllevels across the Company. We are sincerely grateful to all the shareholders for theirconfidence faith and support in the endeavours of the Company.
| ||For and on behalf of the Board |
|Place: Chennai ||Ashwin C Muthiah |
|Date: 25.05.2022 ||Chairman |