To the Members
Your Directors have pleasure in presenting the 43 Annual Report of the Company alongwith Audited Financial Statements for the
year ended 31 March 2021.
1. STANDALONE FINANCIAL RESULTS:
|Particulars ||2020-21 ||2019-20 |
|Net Turnover and other Income ||112821 ||173218 |
|Pro t before Depreciation & Tax ||6599 ||16038 |
|Less: Depreciation ||6076 ||7278 |
|Pro t before Tax ||523 ||8760 |
|Less: Tax Expense || || |
|Current Tax ||430 ||2105 |
|Deferred Tax ||(290) ||(514) |
|Income Tax related to earlier year ||(151) ||- |
| ||(11) ||1591 |
|Pro t after Tax ||534 ||7169 |
|Add/(Less): Other Comprehensive || || |
|Income (net of taxes) ||160 ||(112) |
|Total Comprehensive Income for the year ||694 ||7057 |
During the year under review the Total Income of your Company was ` 112821 Lakhs ascompared to ` 173218 Lakhs in the previous year. The net pro t for the year stood at
` 694 Lakhs against ` 7057 Lakhs in the previous year.
Your Directors are pleased to recommend a Dividend of ` 4.60 per Equity Share of ` 2/-each for the year 2020-21 (previous year Interim Dividend of ` 8.60 per Equity Share of `2/- each) with a total outlay of ` 2156.02 Lakhs as against ` 4859.36 Lakhs including Taxon Dividend in the previous year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI
(LODR) Regulations 2015/ Listing Regulations) the Board ofDirectors of the Company (the Board) has approved and adopted the DividendDistribution Policy and the same is available on the Company's website at the linkhttps://www.siyaram. com/ investers_relations/policy
4. SHARE CAPITAL:
The Paid-up Share Capital of the Company as on 31 March 2021 was ` 937.40 Lakhs.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options
nor sweat equity. As on 31 March 2021 none of the Directors of the Company holdconvertible instruments in the Company.
The Company has not transferred any amount to General Reserves during the year underreview.
6. MANAGEMENT DISCUSSION AND ANALYSIS: ECONOMIC OVERVIEW
Global Economic Overview.
During the year under review the global economy performed poorly in the 1 half due tothe Covid-19 Pandemic and the consequent lockdown. However there was a marked improvementin the 2 half largely due to the lifting of the Lockdown announcement of additional scalsupport in some countries global economies coping better with measures to suppress thevirus and administration of effective vaccines. This has resulted in growth in somecountries like China and Turkey reaching the pre-pandemic levels. Another noteworthy pointis that in few countries activity in sectors like Banking Healthcare IT etc. has pickedup by adapting to pandemic restrictions. Labor market too showed signs of optimism withemployment gains in the US and stabilising unemployment rate in Europe. Thanks to massivepolicy support the global nancial system has been resilient during the Covid 19 pandemicand nancial conditions have eased signi cantly.
Indian Economic Overview.
During the year under review the 68 days lockdown and the travel restrictions imposedthereafter by the Government of India to arrest the spread of COVID-19 pandemic impactedthe Indian Economy severely in the 1 half. In the 2 half the Indian Economy performed muchbetter and the GDP re-entered the growth trajectory. The overall performance of the IndianEconomy does not capture the differential impact of the pandemic on different sectors ofthe economy. While some experts said that in India in some sectors there has been aV-shape recovery like the Agriculture Healthcare IT Banking Insurance etc. but insome sectors a K-shaped recovery like the Textiles Power etc.
Indian Textile Industry Overview.
During the year under review due to COVID-19 Pandemic all economic activities exceptfor the essential goods and services came to a standstill Textile being no exception. TheIndian Textile Industry is expected to have fallen 30% since the last year. The Lockdownaffected the entire chain of activities on the supply side from manufacturing shortage ofraw material and labour logistics retail sales however e-commerce being the savinggrace. On the demand side disruption was due to unemployment loss of income lockdown andtravel restrictions. When things just began to return to normalcy the second Covid-19 wavereturned with full vengeance.
During the year under review your Company has undertaken various measures to controlcosts debottlenecking of operations and rationalization of SKUs. More importantly yourCompany focussed on reduction in receivables and inventory. We are pleased to inform thatdespite dif cult environment substantial reduction in borrowings was achieved owing tounlocking of funds blocked in these current assets. This has created a new benchmark inmanagement of working capital which will bene t the Company in the long run. Due to theseinitiatives your Company has succeeded in maintaining its track record of being pro tmaking right from its incorporation. In the given circumstances it seems to be acommendable achievement.
Global Economic Future Outlook.
The prospects for a global economic recovery in the current year have improved but theactual growth will depend upon disciple of the masses at large non-recurrence of pandemicrelated restrictions and effective containment of third and subsequent waves of COVID-19Pandemic. The accelerated pace of vaccinations the international policy co-ordination totackle the pandemic and enhance resilience are factors which will contribute to winningthe war against the Pandemic.
Indian Economic Future Outlook.
The Indian Economy is expected to rebound basically due to increased investments andeasing of pandemic related restrictions following quicker vaccine rollout. Further theGovernment's boost to public investment through its infrastructure push incentives formanufacturing and continued support to boost rural incomes will help India's acceleratedrecovery. The growth will also be driven by people adapting to live with the new normaland attening of the COVID-19 af iction curve. Due to the convergence of the secondCovid-19 wave the rst half will experience subdued growth whilst the second half of thecurrent year will see a more broad based pick-up in economic activity. However therecovery would not be easy with scars of the Pandemic running deep for small businessesand the urban poor.
Textile Industry Outlook.
The Union Budget 2020-21 has set the momentum to give the ailing Textile sector a newlease of life by announcing setting-up of mega textile parks increasing duties on importof textile products and rationalizing the custom duty rates on imports of raw materialsallowing 100% FDI for the sector under automatic route assisting in the development ofimport substitution products and continuing of other Schemes for the Textile Industry. Allthis will provide the required impetus for the Textile Industry and help on the path ofspeedy recovery.
Your Company is repositioning itself to the fast changing situation and expects to comeout stronger from this once-a-century type of condition.
Internal Financial Control system.
Your Company has in place an adequate internal nancial control system commensuratewith the size and complexity of its operations. Necessary checks and controls are in placeto ensure that all assets are safeguarded to detect and prevent errors and frauds andthat the transactions are properly veri ed adequately authorized correctly recorded andproperly reported. The Internal Auditors of the Company conduct Audit of variousdepartments to ensure that internal controls are in place and submit Quarterly Reports tothe Audit Committee. The Audit Committee regularly reviews these Reports and the Companywhen needed takes corrective actions.
The Internal Auditors also audit the effectiveness of the Company's internal nancialcontrol system. No major inef ciencies were reported.
Human Resources/ Industrial Relations.
Your Company treats its Human Resources as its important asset and believes in itscontribution to the all-round growth of your Company. Your Company takes steps from timeto time to upgrade and enhance the quality of this asset and strives to maintain it inagile and responsive form. Your Company is an equal opportunity employer and practicesfair employment policies. Your Company is con dent that its Human Capital will effectivelycontribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review there were no cases ledpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Industrial relations with staff and workmen during the year under review continued tobe cordial.
Key Financial Ratios
|Ratios ||2021 ||2020 ||Change |
|Debtors Turnover ||3.62 ||4.74 ||(23.63%) |
|Inventory Turnover ||3.20 ||4.00 ||(20.00%) |
|Interest Coverage Ratio ||1.18 ||3.04 ||(61.18%) |
|Current Ratio ||2.27 ||1.78 ||27.53% |
|Debt Equity Ratio ||0.08 ||0.13 ||(38.46%) |
|Operating Pro t Margin% ||(2.79%) ||3.34% ||(100.83%) |
|Net Pro t Margin % ||0.49% ||4.22% ||(88.39%) |
|Return on Net Worth % ||0.69% ||9.35% ||(92.62) |
Note: (1) Above ratios are based on Standalone Financials of the Company.
(2) Lower key nancial ratios is due to lower pro tability during the year.
Forward Looking Statements.
Statement in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations or predictions may be forward lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include raw material availability andprices cyclical demand and pricing in the Company's principal markets changes inGovernment regulations tax regimes economic developments within India and the countriesin which the Company conducts business and other incidental factors.
7. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated in the Listing Regulations together withCerti cate from the Auditors of the Company con rming compliance with the conditions ofCorporate Governance as stipulated under the aforesaid regulations forms part of theAnnual Report.
Directors appointment / re-appointment.
Shri. Pawan D. Poddar Director retires by rotation and being eligible offers himselffor re-appointment. Your Directors commend his re-appointment.
The Board has approved the re-appointment and remuneration of Shri. Pawan D. Poddar asJoint Managing Director for a further period of 3 years from 1st August 2021 to 31stJuly 2024. Necessary resolution has been put up in the Notice of the ensuing AnnualGeneral Meeting (AGM) for approval of the members. Your Directors commend the resolution.
Brief resume of Director(s) being appointed/ re-appointed as required by the SEBI(LODR) Regulations 2015 and Secretarial Standards on General Meetings are provided in theAnnexure to the notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and regulation16(1)(b) of SEBI (LODR) Regulations 2015.
Company's Policy on appointment and remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5 years.Accordingly the Independent Directors viz. Smt. Mangala R.Prabhu holds of ce upto 24thMarch 2024 and Shri. Sachindra N. Chaturvedi Shri. Deepak R. Shah Shri. Ashok N. Desaiand Shri. Chetan S. Thakkar hold of ce upto 31st July 2024.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant experience andexpertise in the elds of manufacturing marketing nance taxation law governance andgeneral management so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of integrity whopossess relevant experience and expertise particularly in the Textile Industry leadershipqualities required for the position and shall take into consideration recommendation ifany received from any member of the Board.
The Company follows a policy on remuneration for Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theNomination and Remuneration Committee has laid down the criteria for evaluation of theperformance of Individual Directors the Board as a whole and also the SecretarialDepartment. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors at a separately convened meeting held on 27thMarch 2021 at which the performance of the Board as a whole was also evaluated and theperformance of the Secretarial Department was also reviewed. The Company has implemented asystem of evaluation on the basis of a structured questionnaire which comprises evaluationcriteria taking into consideration various performance related aspects. The performanceevaluation of the Independent Directors was carried out by the entire Board (excluding theDirector being evaluated).
The Directors expressed their satisfaction with the evaluation process.
9. NUMBER OF BOARD MEETING:
The Board of Directors met 4(four) times during the year the details of which areprovided in the Corporate Governance Report.
10. COMMITTEES OF THE BOARD:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
7. Risk Management Committee
8. Allotment Committee.
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) of the Companies Act 2013 your Directors con rmas under:-
i) that in the preparation of the accounts for the nancial year ended 31st March 2021the applicable accounting standards have been followed along with proper explanationrelating to material departure if any;
ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the pro t of the Company for the year under review;
iii) that the Directors have taken proper and suf cient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv) that the Directors have prepared the accounts for the nancialyear on going concern basis.
v) the Directors have laid down internal nancial controls which are adequate and wereoperating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013 copyof the Annual Return of the Company prepared in accordance with Section 92(1) of the Actread with Rule 11 of the Companies (Management and Administration)Rules 2014 may beaccessed on the Company's website at the link https://www.siyaram.com/investers_relations/communications.
13. FIXED DEPOSITS:
During the year under review your Company has not accepted any xed deposits and therewere no unclaimed deposits or interest thereon as on 31st March 2021.
14. PARTICULARS OF LOANS GUARANTEES AND
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the notes to the Standalone FinancialStatements.
15. SUBSIDIARY COMPANIES:
The Company has a wholly owned foreign subsidiary namely Cadini S.R.L.Italy. Pursuantto Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the nancial statements of thesubsidiary is given in Form AOC-I and forms part of the Annual Report.
16. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standard issued by the Institute of Chartered Accountantsof India and forms part of the Annual Report.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the Policy is posted on the Company's website at the linkhttps://www.siyaram.com/uploads/1579851974_Final_Whis tle_Blower_Policy.pdf
18. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the nancial year were inthe ordinary course of business and were on an arm's length basis. There are no materiallysigni cant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other related parties which may have a potential con ict with theinterest of the Company at large. During the year the Company has not entered intorelated party transactions which could be considered as material in accordance with thepolicy on Related Party Transactions of the Company. Accordingly the disclosure ofrelated party transactions as required under section 134(3)(h) of the Companies Act 2013in Form AOC -2 is not applicable to your Company.
All related party transactions for the year are placed before the Audit Committee aswell as before the Board for approval. The transactions entered into with related partiesare reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Boardis uploaded on the Company's website at the link https://www.siyaram.com/uploads/1575468646_Related-Party-Transaction-Policy.pdf
Members can refer to Note No.42 to the Standalone Financial Statements which sets outrelated party disclosures.
19. RISK MANAGEMENT:
In line with the regulatory requirements the Company has framed a Risk ManagementPolicy to identify and assess the key business risk areas and to put in place a mechanismfor mitigation of risk. A detailed exercise is being carried out at regular intervals toidentify evaluate manage and monitor all business risks. The Board periodically reviewsthe risks and suggests steps to be taken to control and mitigate the same through aproperly de ned framework.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
There are no signi cant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:
The spread of COVID-19 Pandemic continued unabated. The second wave has caused havoc toboth human life and economy. India was hit by the second wave of Covid-19 on account ofwhich the Government of various states have imposed lockdown like restrictions from around6th April 2021 till 30th April 2021 and then extended till 31st May 2021 which hasfurther affected the Indian economy on account of restriction on the free movement ofpeople goods and services. This is expected to affect the economy in the 1st quarter ofthe F.Y. 2021-22.The Company is closely monitoring the impact on various aspects of itsbusiness including its Customers / Vendors / Employees and other business partners. TheCompany has made assessment of liquidity position for the F.Y. 2021-22 includingrecoverability of carrying value of its assets such as loans Investment Inventoriesreceivables etc.
The Company expects to fully recover the carrying amount of these assets. The impactassessment of COVID 19 is an ongoing process and may be different from that envisaged asat the approval of these nancial statements given the uncertainties associated with itsnature and duration. The Company will continue to monitor all material changes to theCompany's environment.
There have been no other material changes or commitments affecting the nancial positionof the Company which have occurred between the end of the nancial year of the Company towhich the nancial statements relate and the date of the Report.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8of The Companies (Accounts) Rules 2014 is given in Annexure I to this Report.
23. CORPORATE SOCIAL RESPONSIBILITY:
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 II to this Report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2021. The Policy is available on the Company'swebsite at the link https://www.siyaram.com/uploads/1575468807_Social_Responsibility_Policy-SSML.pdf
a. Statutory Auditors:
In the 39th AGM held on 9th September 2017 M/s. Songira & Associates CharteredAccountants (FRN.128085W) have been appointed as Statutory Auditors of the Company for aperiod of 5( ve) years from the conclusion of the 39th AGM till the conclusion of the 44thAGM of the Company to be held in the year 2022.
Further the Report of the Statutory Auditors M/s. Songira & Associates CharteredAccountants forms part of the Annual Report. The observations made in the Auditors'Report are self-explanatory and therefore do not call for any further comments.
b. Cost Auditors:
As per the provisions of section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 framed thereunder the Audit of the costrecords of the Company for the F.Y. 2020-21 was carried out by M/s. Bhuta &Associates Cost Accountants and the related Report will be led on or before 27thSeptember 2021. The Cost Audit Report for the F.Y. 2019-20 was led on 21st September2020.
The Board of Directors has appointed M/s. Bhuta & Associates Cost Accountants asCost Auditors to audit cost records of the Company for the F.Y. 2021-22. A resolutionseeking members' approval for the remuneration payable to them forms part of the Noticeconvening the AGM. c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. GMJ & Associates Company Secretaries to undertake Secretarial Auditfor the nancial year 2020-21. The Secretarial Audit Report is annexed herewith as AnnexureIII.There is no secretarial audit quali cation for the year under review.
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as Annexure -IV. In terms of the provisions of Section 197(12) of theAct read with sub-rule (2) and (3) of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 a statement showing the norms and otherparticulars of employees drawing remuneration in excess of the limits set out in the saidRules are provided in the Report. However having regard to the provisions of the rstproviso to section 136(1) of the Companies Act 2013 the details are excluded from theReport sent to members. The required information is available for inspection at theregistered of ce/ corporate of ce and the same shall be furnished on request.
26. CHANGE IN THE NATURE OF BUSINESS IF ANY.
There is no change in the nature of business of your Company during the year underreview.
27. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required by Regulation 34(2)(f) of the SEBI(LODR) Regulations 2015 is annexed as Annexure V and forms part of this Report.
Your Company is grateful for the continued co-operation and support extended to it bythe Government and Semi-Government Authorities Shareholders Financial InstitutionsBanks Customers and Vendors. Your Directors also express their warm appreciation for thededicated and sincere services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman and Managing Director
DIN - 00090104
Dated: 27th May 2021.