Annual Report

Transcription

Annual Report

SUDA R I NDU ST RIES L IMIT ED
1
A NNUA L REPO RT 20 13 - 14
A JOURNEY OF THOUSAND MILES BEGINS WITH A
SINGLE STEP. AT THE CULMINATION OF THE FIRST YEAR
OF OUR OPERATIONS SINCE THE ACQUISITION, WE
HAVE COME A LONG WAY SIMPLY BY TAKING ONE
STEP AT A TIME.
ALONG
THE
WAY,
WE
MODERNISED
AND
DE-
BOTTLENECKED EXISTING CAPACITIES, CREATED NEW
CLIENTS,
FORAYED
INTO
NEW
PRODUCTS
AND
STRENGTHENED PROCESSES. IN SHORT, WE BUILT AN
ORGANISATION FROM SCRATCH.
Having achieved all this, we must begin a new era ready to embark towards our next phase of growth. on
the back of our credentials, which have been nurtured over the years, we are confident of latching onto
the opportunities that our diversified business model will be offering, all this is in the wake of a growing
population, working longer hours, earning more and certainly spending more.
We have consistently invested in our R&D capabilities and our product pipelines so as to remain relevant
and competitive in a business environment that is going through paradigm shifts. We have established our
presence in the unregulated and the semi-regulated markets and are now focused of foraying into the
regulated markets as well.
Having built a robust platform based on lessons learnt in the past and a keen eye towards future growth,
we stand prepared.
2
Table of contents
04
Profile of Sudar
08
12
Forward looking statement
14
15
Corporate Information
16
18
20
Vision and Mission Statement
Key performance indicators
Directors of the company
Management team
Address by the Managing Director
22
Address by the Chairman
24
26
Address by Deepak Shenoy
28
Notice
36
48
52
Directors Report
54
Corporate Performance Review
56
Corporate Governance Report
78
80
Certification by Vice Chairman and MD
Address by M.G. Subramaniam
Management Discussion and analysis
Risk Management / SWOT Analysis
Financial Section
3
Sudar Industries is the result of the cohesive growth coming
out of two unique businesses.
One, the integrated manufacture of readymade garments.
Two, the manufacture of high-end fine chemicals servicing the
pharmaceutical and agrochemical industries.
Our businesses
SIL is an integrated apparel manufacturer of readymade garments catering to the needs of men,
women and children. In 2012, the Company acquired the business assets of Benzo Petro
International Limited in the realm of high-end fine chemicals by providing intermediate products
for the pharmaceutical industry and the agrochemical industry.
Our promoter
SIL commenced its journey in 1992 under the stewardship of Mr. Murugan Muthiah Thevar.
Gradually, Sudar grew into a multi-unit apparel manufacturing organization, thereafter public
company and has now emerged as one of the largest in its segment.
4
We entered into the realm of specialty chemicals, not as a deviation from our core apparel
business but as a means of diversification. The chemical business represented for us a low-capital
intensive and simultaneously cash generating vertical. Since we already possessed the
infrastructure from Benzo Petro International Limited, we chose to embark on the business.
We chose high-end chemical products catering to the pharma and agrochemicals industry.
Moreover, India being at the forefront of the cost-quality benefit providers globally, choosing to
pursue this vertical made good business sense. Case in point: The core business (apparels)
contributes 62% approximately to our topline and the chemicals and intermediate business
(specialty chemicals) account for the remaining 38%. For the financial year 2013-14, we envisage to
increase the chemical business by 294%. With a moderate scale set in each business vertical,
backed by robust financial health, we are ready to climb new heights in the years to come
WHY DID WE BUY CHEMICAL BUSINESS
5
Our Global Presence
India
6
Dubai
Singapore
London
7
FORWARD LOOKING STATEMENT
In this annual report, we have disclosed forwardlooking information to enable investors to
comprehend our prospects and take informed
investment decisions. This report and other
statements – written and oral –that we periodically
make contain forward-looking statements that set
out anticipated results based on the management’s
plans and assumptions. We have tried wherever
possible to identify such statements by using words
such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’,
‘intends’, ‘plans’, ‘believes’ and words of similar
substance in connection with any discussion of
future performance. We cannot guarantee that
these forward-looking statements will be realized,
although we believe we have been prudent in
assumptions. The achievement of results is subject to
risks, uncertainties and even inaccurate
assumptions. Should known or unknown risks or
uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could
vary materially from those anticipated, estimated
or projected. We undertake no obligation to
publicly update any forward-looking statements,
whether as a result of new information, future
events or otherwise.
8
WE BELIEVE IN THE PRODUCT STRATEGY WITH THE MANTRA
HOW TO STAY FOCUSSED WHILE EXPANDING VERTICALLY.
PLANNED CHANGE INITIATES GROWTH, IMPLEMENTED METICULOUSLY WHICH WILL STAND
THE TEST OF TIME AS WELL AS SUSTAIN THE GROWTH.
Corporations accelerate growth by managing the change, moving the trajectory, and
generating value added solutions to customers.
SUDAR INDUSTRIES LIMITED (SIL) is authoring a paradigm shift in its future level of operations. A period of exponential
growth has been engineered, driven on the back of a multi-layer strategy. While simultaneous changes are being made,
it is yet being seamlessly done, without either disturbing the existing business verticals or the delivery schedules to the
customers.
What’s the Company upto upgrading the manufacturing facilities.

Effecting production efficiencies.

Adding commercially strong product lines.

Establishing backward and forward integration.

Work having started in the previous year, all these are going live in 2015.
Add to that, there is Improvement in raw material sourcing. The facilities are being made regulatory compliant.
Marketing tie-ups being made in quality conscious developed markets.
The objective is simple. Power pack the Company and guarantee a future that will make SIL a significant world player.
The present change is so enormous - SIL of yesterday cannot be extrapolated to assess the SIL of tomorrow. The
Company is getting fast tracked.
It is Evolution in Progress
The key initiatives of the company’s environmental agenda comprise the following:
Energy and climate change:
SIL continues to actively reduce greenhouse gas emissions by increasing the energy efficiency and implementing clean
energy projects, which make good business and environmental sense. The Company is committed to procure and use
energy in an efficient, cost-effective and environmentally responsible way.
The principles of SIL’s environmental agenda comprise the following:
 For waste elimination: The Company minimizes waste through the use of superior technology and maximize
utilization of byproducts.
 Purchase of equipment: The Company purchases cutting-edge equipment (replacing legacy equipment wherever
possible) with the lowest material consumption norms.
 Complete utilization: The Company maximizes the effective use of equipment with the basic objective to reduce
consumption.
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FORWARD LOOKING STATEMENT
SIL’s aim is to improve energy efficiencies across each
business by at least 10 percent, use renewable energy
technology where it makes business and environmental sense
and focus on reducing emissions by ‘greening our fleet’.
Greener processes:
SIL intends to minimize the impact of its products from
discovery through to use and disposal. As part of this, the
Company finds innovative ways to reduce the waste
generated and capitalize on recycling opportunities. The
Company explores innovative ways to minimize its impact on
the environment during the manufacturing activities.. The
company leverages the ‘Green Chemistry’ program to
advance scientific innovation – our core strength – to develop
processes more sustainable, environmentally sound and costeffective. Through our ‘Green Chemistry’ initiative based
around the tenets, Paul Anastas and John Warner's ‘12
Principles of Green Chemistry’, we promote the use of
environmentally safe chemicals, eliminating waste and
conserving energy. The Company’s aim is to proactively
integrate ‘Green Chemistry’ into research and development,
retroactively integrate ‘Green Chemistry’ into products
wherever feasible, reduce the use of undesirable solvents in
research, development and manufacturing phases, and
educate scientists and engineers about ‘Green Chemistry’ so
that it becomes intrinsic to the way they work.
Greener workplace:
The commercial office, manufacturing site and R&D facility
minimize impact on the environment. Through ‘Greener
Workplace’ platform, the Company strives for continuous
improvement to maximize efficiency of operations and
improve environmental performance. The Company is
committed to designing and constructing ‘greener’ buildings
that conserve energy and natural resources and help
occupants engage in ‘greener’ lifestyle. The Company’s aim is
to minimize any adverse environmental impact across all
facilities, apply engineering and sustainability innovations
towards building management and construction, promote the
best alternatives to standard building materials and office
interiors that support healthier, more eco-friendly business
and conserve natural resources and reduce energy use. The
Company continues to assess the global water footprint,
decrease water use and reuse water following recycling,
wherever possible.
10
Climate change:
SIL has long recognized the risks posed by global climate
change, such as catastrophic weather events and potential
adverse impacts on human health. We believe the
corporates, government and the public all have a
responsibility to address this evolving challenge. Business
Leadership Platform’ and reduce our GHG emissions by
setting public goals and internal targets.
Consumption:
SIL is dedicated to collaborating across the supply chain to
reduce the environmental footprint of its packaging
throughout its lifecycle. The Company’s aim comprises the
following:




Create cost-effective packaging that provides sufficient
protection for the distribution, storage, sale and use for
the product, while using the optimum packaging to
mitigate our environmental footprint.
Seek innovative ways to minimize materials used,
maximize the use of recycled or renewable materials,
avoid dangerous levels of toxic and other harmful
materials
Source materials from certified responsibly managed
agencies
Optimize the number of products per package
Preserving and restoring natural resources:
At many of the Company’s sites and in the communities
where they work, the Company supports and undertakes
environmental projects that restore land, preserve wildlife,
and help conserve natural resources. With the acquisition, SIL
is subject to requirements under Central, State, or local laws
to address contamination resulting from the operations.
When soil and groundwater contamination is found, we
mitigate any immediate risk, assess the potential impact, and
begin remediation activities. The Company’s aim is to reduce
overall waste footprint, prevent soil and groundwater
contamination, implement rigorous waste management
practices and perform due diligence on sites undergoing
transaction.
SAFETY

The Company’s safety ethos comprises a responsibility to
safeguard those in the workplace from potential hazards,
protecting drivers and those who share the roads with them
while improving, maintaining and managing our colleagues'
health and wellness. At SIL, the Company’s aim is to maintain
the effective management of inherently high-risk operations,
ensure the health and wellness of colleagues by carefully
managing workplace exposure and have rigorous procedures
and controls to protect employees from chemicals exposure.

The Company has implemented programmes to ensure
employee safety and well being, reducing the likelihood of
any injury. The guiding principles comprise the following:



Leaders actively engage and visibly demonstrate their
commitment to an incident and injury-free culture at
Sudar. The Company is accountable for the safety of the
employees around us and has the right and duty to stop
unsafe situations.
The Company provides a safe workplace through
effective risk management to identify and control all
hazards to an acceptable level.
The Company takes necessary steps to prevent the
reoccurrence of injuries or incidents by thorough
investigation, action plan completion and sharing
information.
There are lots of different routes which can be taken along
the journey and our facilities implement various different
local initiatives to reach our goal of ‘injury-free’.
The result is that no injuries were reported in 2013-14 and
situational awareness techniques were deployed at two of
our manufacturing sites.
HEALTH
The Company has always been committed to applying
innovative scientific measures to improve health. As a part of
the corporate wellness programme, the Company provides
tools and resources for colleagues to stay healthy or make
measurable health improvements. The Company’s aim covers
the following:
OVER THE LAST TWO DECADES OF OUR
OPERATIONS , WE HAVE COME A LONG WAY.
SIMPLY BY TAKING ONE STEP AT A TIME. ALONG
THE WAY, WE MODERNISED AND
DEBOTTLENECKED EXISTING CAPACITIES, CREATED
NEW CLIENTS, FORAYED INTO NEW PRODUCTS,
STRENGTHENED PROCESSES, IMPROVED QUALITY
AND BUILT AN ORGANISATION.
Today, we stand at the position Ready to embark on
significant expansion since we are confident of our
credentials, nurtured over the years . Staring at the
opportunities that our diversified business in manufacture of
advance intermediates for use in Active Pharmaceutical
Ingredient and the Agro industries have ensured growth for
the company. This conviction has given the company impetus
in enter the trading activity. Having built a robust platform
based on learning from the past and envisioning the future
growth; we stand prepared and We believe in “Global
Aggrandization and we firmly state that we are “Making the
Right Moves “


Live the principles which are promoted as a company and
to set a new standard of employer-sponsored health
improvement in today's work environment.
Improve the health of our employees and their families –
reducing health risks, identifying chronic conditions in
early stages when treatment is more effective, and
encouraging healthy behaviours (such as physical activity
and good nutrition).
Make wellness and prevention a part of our overall
culture at SIL – a ‘culture of health’ – that is adopted
company-wide as a core value for our organization and
affects our ability to attract and retain the employees
who are so important to our success.
Support the business – directly, by reducing healthcare
costs, and indirectly, by decreasing sick employees
coming to work and improving productivity.
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VISION AND MISSION STATEMENT
SUDAR INDUSTRIES LIMITED



AN INTEGRATED APPAREL MANUFACTURING COMPANY ON A
GLOBAL SCALE
INORGANIC GROWTH IN FINE CHEMICALS USED FOR API IN
PHARMACEUTICAL AND AGRO CHEMICAL INDUSTRY
PROPOSING TO TRADE IN IRON ORE, MINERALS AND AGRO
COMMODITIES
VISION
SIL strives to be Integrated Apparel Manufacturing company on a
global scale, Establishing its niche in the chemical segment
manufacturing Fine Chemicals for use in Active Pharmaceutical
Ingredient in the Pharma Sector and at the same time catering to
the Agro Chemical Industry. The company is proposing to enter
into trading activity in Iron Ore, Minerals and Agro Commodities .
We value doing what's right and demand honesty, maintenance
of confidentiality and adherence to professional standards of
excellence. We strive to understand our clients' requirements
and meet or exceed their expectations with high-quality
deliverables and service. We are flexible and always look for
proactive, responsible solutions to ensure client satisfaction.
MISSION
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VALUES
To combine the strength of our expertise, experience and
innovation to advance in the Indian as well as global business.
MANUFACTURING FACILITIES
The Company has two manufacturing facilities as under :

Integrated Apparel Manufacturing facility at Khalapur, Raigad District, Maharashtra
employing state of the art technology and automated machineries to manufacture
readymade garments, catering to men, women and children.

Manufacture of high end fine chemicals at Baroda providing intermediate products for
Pharmaceutical Industry and Agro Chemical Industry.
ENVIRONMENT
SIL is an environmentally responsible organization with respect to the health of the world’s
ecology, employees and community. The company’s environmental soundness begins with
a superior understanding of its environmental footprint. The Company’s ‘green journey’
focuses on three areas: Helping mitigate climate change and impact, minimizing
environmental impact by advancing stewardship across the supply chain and product life
cycle and managing water resources in a sustainable way.
Vision and mission statement
The Company addresses these areas through the Environmental Sustainability Programme,
setting priorities for its environmental activities. The Company relies on guidance from
business partners, engages with employees and communicates with stakeholders.
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CORPORATE INFORMATION
Board of Directors
MR. SATISH SHENOY
Chairman and Independent Director
MR. MURUGAN M.THEVAR
Vice Chairman & Managing Director
MR. GOPI NAIR
Whole Time Director
MR. DEEPAK SHENOY
Whole Time Director
MR. M.G.SUBRAMANIAM
Whole Time Director
MR. SRINIVAS KAMATH
Whole Time Director
MR. ANAND KADAM
Independent Director
BANKERS
MANUFACTURING FACILITY -1 ( APPARELS AND
GARMENTS )
BANK OF MAHARASHTRA
BANK OF INDIA
CENTRAL BANK OF INDIA
PLOT NO.27 AND 29, VILLAGE PAUD, MAZGAON,
KHALAPUR TALUKA, RAIGAD DISTRICT,
MAHARASHTRA - 410 222
IDBI BANK LIMITED
STATE BANK OF INDIA
SYNDICATE BANK
UNION BANK OF INDIA
STATUTORY AUDITORS
M/S SURESH HEGDE & COMPANY
M/S. MUKESH MEHTA & ASSOCIATES.
MANUFACTURING FACILITY -2 ( CHEMICALS )
S.NO.444 ECPL ROAD, LUNA VILLAGE, TALUKA
PADRA, DISTRICT VADODARA, GUJARAT
WHOLLY OWNED SUBSIDIARIES
SUDAR GLOBAL INDUSTRIES, FZE, DUBAI
SUDAR INDUSTRIES UK LIMITED
AVERLIN INDUSTRIES PTE LIMITED, SINGAPORE
CORPORATE ADVISOR TO BOARD
DEEP SHUKLA & ASSOCIATES
COMPANY SECRETARY & COMPLIANCE OFFICER
CS ANURAG PANDYA
REGISTERED OFFICE
PLOT NO.27 AND 29, VILLAGE PAUD, MAZGAON,
KHALAPUR TALUKA, RAIGAD DISTRICT,
MAHARASHTRA 410 222
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REGISTRAR & TRANSFER AGENTS
LINK INTIME INDIA PVT. LTD
PHONE: +91 22 25963838
FAX: +91 22 25946969
KEY PERFORMANCE INDICATORS
Key Highlights
Distribution of Revenue (2013-14)
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DIRECTORS OF THE COMPANY
Mr. Satish Shenoy
Chairman and Independent Director
Mr. Satish Shenoy has attained degrees in B.Sc (Statistics & Economics), CAIIB (Banking), and Post Graduate Diploma in
Personnel Management and Industrial Relations. He has an expertise in Finance and Accounts and was an executive with a
nationalized Bank for over 36 years. During his tenure in the banking industry his area of expertise include Corporate Finance,
Commercial Banking, Forex transaction, Credit/Country Risk, Retail Banking, Property Finance and Legal/audits. The Company
has gained from his experience substantially.
Mr. Murugan M. Thevar
Vice Chairman & Managing Director
Mr. Murugan M. Thevar is the founder and Promoter of our Company. He is the V i c e Chairman and Managing Director of
our Company. As an entrepreneur, Mr. Murugan M. Thevar started his journey in 1992 and with his expertise, sound
knowledge of the industry, business acumen and strategies, he was instrumental in the rapid growth of the Company. Today
the Company has become one of the pioneers in the Apparel and Garment industry.
Mr. Murugan M. Thevar being innovative entered the chemical industry manufacturing advanced intermediates for use as
Active Pharmaceuticals Ingredients (API) for the pharmaceutical and the Agro chemical industry. The two business verticals has
contributed to the growth of the company substantially. The Company is proposing to venture into trading activity in Iron Ore
and other Minerals which will contribute to the company.
Due to the initiatives of Mr.Murugan Thevar, the company was awarded with the GUJARAT SME EXCELLENCE AWARD in 2014
for the Manufacturing sector, which was bestowed by the SME Chambers of India. The Company is also featured in
Businessworld magazine entitled “India’s fastest growing companies” in August 2014.
Mr. Deepak Shenoy
Whole Time Director
Mr. Deepak Shenoy a pioneer and playing a major role for expansion of the business, both locally and globally. He is
instrumental in setting subsidiaries in Singapore, UAE and London. He has a flair for conviction of our business associates and
bankers and leads them from the front and has a rich experience in corporate finance. He has guided and given his expert
advise to corporates, both in India and abroad, on all investments including, syndication of debts and other finance
instruments. He is also holding the position of Director in an investment and trading company. He completed his Graduation in
Commerce from Chennai University.
16
Mr. M.G. Subramaniam
Whole Time Director
Mr. M.G. Subramaniam has a sound Legal and Company Secretarial exposure in various segments of business viz. FMCG,
Pharma, Chemicals and Services in prestigious business groups like Godrej, Tata, Pfizer.He has rich experience in Company
Secretarial and Legal functions, documentations, litigation and compliances. He has done his graduation in Commerce and
LL.B from the Bombay University and is a Member of the Institute of Company Secretaries of India, New Delhi.
Mr. Gopi Nair
Whole Time Director
Mr. Gopi Chellapan Nair is a Whole Time Director of our Company. He is a graduate in Arts. He has over three decades of
experience in the apparels industry. He is a driving force in the manufacturing activity of apparels managing the on roll and off
roll employees as a leader. Prior to joining Sudar Industries Limited, he has worked as General M anager for a period of
10 years in Reliable Exports. He has also worked in various peer groups in the industry including Ambreen Exports,
Associated Indian Exports, Hill Dale Co. Ltd., Globus Stores Pvt Ltd..
Mr. Srinivas Kamath
Whole Time Director
Mr. Srinivas Kamath is a young and enthusiastic entrepreneur of the industry. Mr.Kamath has new generation ideas and
having great knowledge of apparel market. His creative ideas in the apparel sector really supports the company to give
optimum results, keeping in trend the changing fashion in the midst of cut throat competition .
Mr. Anand Kadam
Mr. Anand Kadam has a rich knowledge and experience in sales and marketing strategies. He completed his Graduation in
Commerce from Mumbai University. He is instrumental in evolving strategies so as to get optimum results.
Directors of the company
He is a graduate from renowned National Institute of Fashion Technology (NIFT) and has also a diploma in Fashion Designing
from NRAM Polytechnic, Bangalore. He keeps a tab on the changing fashions and takes a proactive step which has
supported the business substantially.
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MANAGEMENT TEAM
Mr. Jayeek Nag
President Banking and Finance
Mr. Jayeek Nag with a Bachelor Degree in Commerce (Honors in Advanced Accountancy, Auditing & Costing) and a member of
ICWA is a competent and result oriented professional with over 30 years of experience across Fund Management, Accounting
Operations, Financial Management, Wealth Management, Taxation Matters, Auditing and MIS.
Expertise in conceptualizing & implementing the Accounting and Financial Policies/ Procedures, Taxation Principles, MIS and
Statutory Compliances with the ability to relate theory with practice. Solutions oriented approach with excellent relationship
management skills, successfully and consistently delivering the responsibilities thereby streamlining finance and accounts
operations leading to revenue generation and profitability. Excellent time management skills with proven ability to work
accurately and quickly prioritize, coordinate and consolidate tasks whilst simultaneously managing the diverse range of
functions from multiple sources.
Motivated and goal driven team leader with strong work ethics, continuously striving for improvement coupled with excellent
Administrative aptitude and the commitment to offer quality work.
Mr. Jasbir singh sodhi
President—Baroda Factory
Mr. Jasbir Singh Sodhi , a science graduate with a masters degree in production management. He has an overall experience in
pharmaceutical industries taking care of marketing and production. He has experience in global sourcing of chemical and
pharma intermediaries in the middle east and India. Mr. Sodhi is leading the entire team manufacturing fine intermediates at
our unit in Baroda. The team is contributing to the overall success of the company.
Mr. Anurag Pandya
Company Secretary and Compliance Officer
Mr. Anurag Pandya , plays key role in ensuring Governance and advising to the board and framing policies for effective decision
making. Mr.Pandya is efficiently handling compliances of various Corporate Laws, SEBI regulations, Listing agreement with Stock
Exchanges, Board procedures and other assignments as given by the Board from time to time and is the Company Secretary &
Compliance Officer of our Company. He is a qualified Company Secretary from the Institute of Company Secretaries of India and
has a Bachelors Degree in Commerce and Law. He has independently and efficiently handled compliance(s) with various
provisions of Companies Act, SEBI Regulations, Takeover Code and Listing Agreement and worked in listed companies earlier
before joining the Company. Presently he is responsible for secretarial and compliance matters of our Company. He has also
handled the setting up subsidiaries in Singapore, UAE and London. He has also contributed in handling litigations for the
company.
18
Mrs. Reena Joseph
General Manager- Finance & Accounts
Mrs. Reena Joseph, having rich experience in the field of finance,accounts and administration and is a good support in
interacting with the bankers effectively and efficiently. She is a driving force to the Senior Leadership Team and the
Company in the finance function.
Mrs. Ruby Pugalia
Finance Executive
Mrs. Ruby Pugalia, is Finance Executive to the Company. She is member of Institute of Chartered Accountants of India
holding DISA degree also. She holds Bachelor’s Degree in Commerce from Delhi University. Mrs. Ruby Pugalia is having
rich experience in Taxation, Finance, Sales Tax matters of Company.
Mr. Sayeed Khot
Manager Purchase and Sales
Mr. Sayeed Khot, , is a manager purchase & sales of our Company. He holds a Bachelors degree in Commerce from
Mumbai University. Mr. Sayeed Khot having more than 20 years experience in purchase and sales management,
marketing strategies and sales tax matters. He ensures compliances of all regulatory issues and ensures that all payments
to the exchequer are effected on a timely basis. He is a team leader in ensuring that the auditing of accounts of both the
business verticals are carried out very smoothly.
Mr. Bhavin A Chokshi
AGM Commercial
Mr. Bhavin A. Chokshi, is an Assistant General Manager of our Company. He is a Commerce Graduate from Mumbai
University.Mr. Bhavin A. Chokshi having experience in Chemicals and electronic industries more than two decades.
Handling Liaisoning Work related to all Government and Semi Government Department. Purchase, Excise, Sale Tax,
Income Tax.
Mr. Pramod Ingale
Manager Business development and Operation
Management team
Mr. Pramod Ingle is Manager Business Development & Operation of our Company. Mr. Pramod Ingle having experience of
more than 27 years in field of Production of bulk drug, Factory Management, along with developments and
improvements. He worked with various groups on various positions . He is responsible for various duties at Vadodara
facility which includes production planning and control, Manpower recruitment for production, Trouble shooting, FDA
licensing and records, Interaction with various govt. agencies e.g. Excise, Factory inspector, pollution control board and
Gujarat Electricity board, Interaction with project to finalize the required equipment for projects. Further as part of
business ventures now he’s into service of Sudar Industries Ltd
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ADDRESS BY
MURUGAN M.THEVAR
( MANAGING DIRECTOR )
WITH INCREASED FOCUS IN GROWTH
ON A GLOBAL SCALE, WE ARE LIVING IN
AN ERA WHERE COMPETITION IS HAVING
THE NUMERO UNO STATUS AND HENCE
THERE IS A PREMIUM ON FOCUS AND
SPEED TO REACH THE ALTAR OF SUCCESS.
THE RESULTANT STRATEGY IS TO
C O N T I N U O U S LY
EN GAG E
IN
ORGANISATIONAL THOUGHT PROCESS
AND RE-ENGINEERING.
AT SIL, WE ARE CONTINUOUSLY ON TRACK IN THE RACE
TO EXCEL IN THE BUSINESS VERTICALS IN WHICH WE ARE
ENGAGED VIZ. APPARELS AND CHEMICALS IN INDIA AS
WELL AS THE GLOBAL MARKETS. THE COMPANY IS
PROPOSING TO ENGAGE IN TRADING ACTIVITY OF IRON
ORE SEGMENT AND MINERALS. THE COMPANY
REINFORCES ITS ABILITY TO EMBARK UPON BUSINESS
INITIATIVES IN THE FORESEEABLE FUTURE.
The Company strengthened its quality control and quality
assurance systems, and enhanced its competencies
During the year under review, your company emerged as one delegated.
of the largest manufacturer and exporter of Garments
catering to men, women and children. Even in our chemical Looking Ahead :
business, in one year of its operation after acquisition of
business assets, your company has made rapid strides and At SIL, we intend to emerge as a large and profitable
compete in the global markets.
company with a significant proportion of revenues derived
from quality, respecting markets backed by enduring multiyear and multi product relationships with large customers.
The company continued to grow in Apparel Business with a The company has established subsidiaries in United Kingdom,
growing focus on niche products. With increased focus on Dubai and Singapore under the pseudonym Sudar Industries
enduring relationship with customers, we expect that this UK Limited, Sudar Global Industries FZE and Averlin Industries
initiative will provide us attractive revenue visibility in future. PTE Limited . This represents our blueprint to emerge as a
With increased focus on trading, the future is too bright for sustainable company across the foreseeable future .
our company.
Over the foreseeable future, we expect to reinforce our
competitive position through the following strategic
imperatives :
Achievements, 2013-14 :
20
Human Resources :


Enhance the effectiveness of the Board and the Senior
Leadership Team (SLT) with increased emphasis on
quality and results.
Enhance competencies by recruiting knowledge based
and result oriented professionals
Through the combination of these initiatives and your
continued support, Sudar Industries Limited once again
expects to emerge as a large and a profitable company with
sustainable revenues.
Infrastructure :




Upgrade the manufacturing facilities which can give a big Murugan M.Thevar
boost to production .
Vice-Chairman and Managing Director
Setting state of the art facilities of manufacturing.
Ensure that the Company and its facilities are regulatory
compliant.
Setting up an efficient and effective supply chain
management and obtain the benefits to the topline of
the company.
Product Portfolio :




Presence in high growth segments
Benchmarking of global markets
Obtain global regulatory and customer approvals for our
products.
Rationalize the product mix by shedding small and
relatively unprofitable products
Operational efficiencies :


Extend the value-chain, engage in backward and forward
integration.
Strengthening sources of raw materials.
Marketing :
Thorough study of market dynamics
Strengthen marketing infrastructure.
ADDRESS BY MANAGING DIRECTOR


Exports :


Examine business opportunities in a global scale and
analyze the benefits given by the governments
Ensure that the products adhere to the quality
specifications.
21
THE OVERALL GROWTH OF THE COMPANY IN A DIFFICULT
YEAR. WE WOULD LIKE TO PROFUSELY THANK ALL OUR
EMPLOYEES FOR THEIR CONTRIBUTION TO THE GROWTH
OF THE ORGANIZATION.
ADDRESS BY
We strongly place emphasis in our belief to follow
transparently the best practices in the most ethical
SATISH SHENOY
manner. We have the highest respect for our laws which
( CHAIRMAN )
govern the industry are take all steps necessary for its
compliance. The company being a listed company adhere
to the requirements as stipulated in clause 49 of the listing
agreement entered into with the stock exchanges and
ensure all formalities which are required to be complied
with all laws including the Companies Act, 1956 and the
new Companies Act which has come in 2013 replacing the
SUDAR INDUSTRIES LIMITED (SIL) IS
STRENGTHENING ITS ‘TOMORROWREADINESS’ BY RE-ENGINEERING ITS
B USINES S
MO DEL
W ITH
THE
Act of 1956 are complied.
At SIL , we believe that a company is as good as its
intellectual capital. As a result, we have always believed in
identifying, nurturing and retaining talent across the
organization. During 2013-14, we focused on building a
credible team comprising across our research, technical
O B J E CTI V E
TO
E X TEND
ITS
DOMINANCE TO THE GLOBAL
MARKETS OF THE FUTURE.
and commercial departments. Our team comprise of a
healthy blend of experience and exuberance, reflected in
industry stalwarts and promising newcomers. We further
invested in our state-of-the-art R&D facilities to provide
the right environment for enrichment and development of
AT SIL, WE ARE OPTIMISTIC OF OUR PROSPECTS BECAUSE
OF OUR PREPARATION STRATEGICALLY.
EFFECTIVE
CORPORATE
GOVERNANCE
PRACTICES
CONSTITUTE THE FOUNDATION OF THE COMPANY. ITS
emphasis in having a professional board which is rich in
knowledge, experience and expertise. We have a
FUNDAMENTALS ARE GOVERNED BY THE BEST PRINCIPLES
combination of executive and independent directors and
FOLLOWED
KEEPING
their contribution has enabled the company in achieving its
CONSUMER SATISFACTION IN THE HIGHEST PEDESTAL.
mission of being one of the major companies in the
IN
THE
INDUSTRIES
THEREBY
THIS PHILOSOPHY HAVE CONTRIBUTED REMARKABLY TO
22
intellectual capital across our units. We also placed a lot of
business vertical of Apparels and Advanced Intermediaries
in the chemical business.
local initiatives to reach our goal of injury free.
The metamorphosis for a significant change has begun and
The company’s safety ethos comprises a responsibility to
SIL has made rapid grounds and proposes to be a leader in
safeguard those in the workplace from potential hazards,
the business of Apparels and Advanced Intermediaries in
protecting drivers and those who share the roads with
the chemical segment.
them while improving, maintaining and managing their
health and wellness.
the
effective
The company’s aim is to maintain
management
of
inherently
high-risk
operating, ensure the health and wellness of colleagues by
Satish Shenoy
Chairman
carefully managing workplace exposure and have rigorous
procedures and controls to protect employees from
exposure.
The company has implemented programmes to ensure
employee safety and well being, reducing the likelihood of
any injury. The guiding principles comprise the following :

Leaders actively engage and visibly demonstrate their
commitment to an incident and injury free culture at Sudar
Industries Limited

The company is accountable for the safety of the
employees around us and has the right and duty to stop
unsafe situations.

The company provides a safe workplace through
effective risk management to identify and control all
hazards to an acceptable level.
The company takes necessary steps to prevent the
ADDRESS BY CHAIRMAN

reoccurrence of injuries or incidents through thorough
investigation,
action
plan
completion
and
sharing
information.
There are lots of different routes which can be taken along
with journey and our facilities implement various different
23
Our strengths :
1.
2.
ADDRESS BY
DEEPAK SHENOY
( WHOLE TIME DIRECTOR )
3.
4.
Niche : The Company is presently in Apparels which is
a niche segment where fashions and trends keep on
changing at a faster place. SIL is present in the fashion
industry with the latest fashions.
Reach : The company has selected to be present in
regulated and semi-regulated countries and actively
exporting to countries supported by three overseas
subsidiaries.
IT infrastructure : The Company is in the process of
implementing an integrated ERP package and
enhance the information availability for informed
decision-making.
Facilities : The company possesses two globally
benchmarked manufacturing facilities.
THE PURSUIT TOWARDS ATTAINING
EXCELLENCE IS EVER-DEMANDING
Dear Friends & Colleagues,
The road map for growth envisages:












Create strong product pipeline catering to customer
needs.
Pursue inorganic growth opportunities.
Create marketing platforms in regulated markets.
Dig deeper into semi-regulated markets with existing
products.
Seek larger volumes from products already launched.
Enhance market share in areas where the company is
already present.
Consolidate the business core in domestic and
emerging markets.
Expand presence in South East Asian markets, UAE,
London and European markets.
Optimize processes to reduce costs and enhance
capacity utilization.
Leverage competence in Chemical segment.
Invest in human resources, support front line
managers.
Focus on consistent quarterly earnings increase.
We are at a point in our journey in a fast paced business
environment where we are positioned to capitalize on our
capability to Ideate, Innovate, Invest and Grow in the
Industry.
24
AND NEVER-ENDING AND A
CHALLENGE.
Years ago, when we embarked on this journey to create a
leading Corporate we opted for inorganic expansion. As a
result, we acquired companies including their processes
and assets. Along with this, we also acquired their legacies.
The challenges were aplenty – from revamping the
processes, to improving the capacities, to instilling a
common corporate culture. During the initial years, we
focused on consolidating operations, capacities and
improving efficiencies. Being in a capital-intensive industry,
it was also a challenge to achieve medium term growth
without compromising on long-term liquidity and leverage.
The focus therefore, was upon improving the existing
capacities and building a strong foundation, upon which a
robust future could be crafted.
All our units have the requisite competence and
infrastructure to handle a wide range of reactions in the
Industry.
We continued to consolidate our
business, by forming three subsidiary
companies in London, Dubai and
Singapore so as to grow globally.
The future is bright.
Over the years, we have taken numerous initiatives to
build an organizational culture based on efficiency,
economy and quality. In the process we have revitalized
our capacities, identified and nurtured core businesses,
reinforced our R&D edge, set up a reputed management
team and built a robust product pipeline. Some of these
initiatives have started bearing fruits and some of them
remain at an initial stage. However, we remain confident
that the impact of the measures taken over the years
would translate into numbers going forward. I would like
to thank each and every stakeholder of the company for
supporting us and believing in our credentials. Our focus is
unwavering. Our commitment is unfaltering.
Scaled-up capacities.
We are in an attractive phase of growth. As a result, it is
vital to create capacities that not only enable us to
manufacture products of high quality; but at the same
time, offer flexibility in maximizing opportunities offered
by diverse customer demand.
units. This enabled us to develop requisite production
flexibility across our units, leading to optimum capacity
utilization.
Our uncompromising benchmarks in terms of quality and
delivery schedule enabled us to consistently match our
customers’ expectations.
Exploring partnerships. Expanding horizons.
Having established flexible production capacity and
credible research infrastructure, it was important for us to
target generation of sustained revenues and higher
margins. Being a reputed player, catering to global
markets, we aimed at forging long-term product based
partnerships with our clients as well as expanding into
newer markets offering higher margins. These
partnerships not only resulted in assured revenues but
also enabled us to utilize our R&D infrastructure efficiently
and thereby enhance our intellectual capital. These
partnerships also assured our global clients of our abilities
and deliverables, resulting in new business enquiries. and
have successfully established as one of the major players.
Formulated a sustainable future
During the year we have moved to strengthen our
portfolio of products in Apparels and Chemical Products.
We have taken the route of rationalizing our spends on the
manufacturing front, right sizing our capacities while
augmenting our capabilities by strategic tie-ups, insulating
our operations and giving us immunity from the vagaries
of the market. In doing so we create a sustainable, high
growth enterprise that will meet every expectation of our
stakeholders.
Deepak Shenoy
Whole Time Director
Increased Capacities Improving Flexibilities
ADDRESS BY WHOLE TIME DIRECTOR
At SIL , we inherited all of our existing facilities. Each unit
attuned to produce strictly limited quality products. The
immediate need was to create a bigger capacity with
requisite flexibility. The focus was on creating capacities
that can be translated into revenues in a phased manner.
As a strategy, key units were identified and a focused drive
to modernize/debottleneck capacities was carried out. The
products produced at multiple locations were consolidated
into one unit, resulting in better economies and higher
efficiencies. The company has invested capital on
modernizing, debottlenecking, renovating and inducting
fresh capacities across its units. At the same time, we also
benchmarked our quality standards with the best industry
practices and opted for compliance certifications for all our
25

ADDRESS BY

M.G. SUBRAMANIAM
( WHOLE TIME DIRECTOR )
Quality Management :


This is what we achieved in a challenging 2013-14
THE COMPANY’S CORE STRENGTH IS
CENTERED ON MANUFACTURING

EXCELLENCE BACKED BY QUALITY
CONTROL, QUALITY ASSURANCE, IN

PROCESS CONTROL GUIDELINES
AND TRAINING.
The company’s manufacturing locations are integrated and
linked by high-speed networks to deliver products to
markets and the right time and price. The initiatives taken
by SIL are enumerated herein below :
Manufacturing :

26
Manufacturing, processing, warehousing, packaging
and labeling which are areas compatible with
processing sequence. Adequately provided with
working space to facilitate the orderly and logical
placement of equipment and material and movement
of personnel.
Adequate ventilation provided giving a clean
environment in the manufacturing and storing
processes which adds to the quality of the product
Ventilation and exhaust systems provided in all areas
of manufacture. Warehouses and other ancillary areas
are adequately ventilated.

The company employs stringent quality control
initiative to comply with the regulatory requirements.
The quality control department is equipped with a
globally benchmarked instrumentation lab to monitor
critical systems like clean rooms, flow material systems
and utilities.
The company’s quality assurance system comprises a
demarcated
organizational
structure,
defined
responsibilities and periodic training. The quality
control department monitors and analyses data
encompassing in process controls, process conditions,
services and utilities etc.
Audit Programmes : Periodic audits by internal and
external teams ensure quality management system
implementation.
Continuous surveillance : close-circuit cameras being
introduced in critical areas of manufacturing and
warehousing, which are accessible to authorized
personnel.
Marketing : The company identified the need to create
a strong marketing team. Its marketing personnel
posses a strong people-oriented approach, promotes a
stress-free workplace, formulates attractive incentive
policies, maintains round the clock communication,
niche positioning, strong customer relations, prompt
supply chain, custom made IT software, automation
tools to facilitate informed decision making and
advance payment standards to strengthen marketing.
MARKETING :
SIL selected to be present in produce spaces, marked by
relatively low competition, ensuring sustainable growth.
The Company’s domestic and international business have
helped build the Company into a global company.
Domestic : The company identified the need to create a
strong marketing team. Its marketing personnel passes a
strong people-oriented approach, promotes a stress-free
workplace, formulates attractive incentive policies,
maintains round the clock communication, niche
positioning, strong customer relations, prompt supply
chain, custom-made software, automation tools to
facilitate informed decision making and advance payment
standards to strengthen marketing.
Product management team : A professional and efficient
team conducting market surveys, planned strategy and
devised novel marketing initiatives and promotional tools.
International Business : The Company focused on trading
business in Garments, Chemicals and materials relating to
minerals to the markets in South East Asian Countries,
United Arab Emirates and United Kingdom. The company
has set up three subsidiaries in Dubai, London and
Singapore respectively which is managed by the offices set
in all these countries.
Human Resource : Human capital is the company’s richest
asset, comprising of professionally qualified, dedicated
and committed members. The team is driven by target
achievement, discipline, creativity, innovation, loyalty,
hard work and service. The company’s human resource
policies are aimed at sustaining an empowered, dedicated
and motivated workforce.
Appraisal : The company has structured and defined rules
for performance appraisal and promotion hierarchy.
Awards/Rewards : The company devises awards and
incentives based on performance. Various target-related
incentives and schemes are declared for the marketing
personnel apart from their annual incentives.
De-centralization and specialization : Complete
decentralization and delegation of authority and
responsibility are the key strengths that get the optimum
output from each member.
Training Philosophy : The company’s training policy is
based on continuous improvement.
External Training : The employees attended various
programmes including external training on the relevant
Factory acts, training on L/C and export documentation,
training/workshop on communication skills.
Internal Training Programme : The Company has invested
sufficient time for personality training,. Other programmes
included training in cost reduction, induction and on the
job training.
Safety, Health and Environment : The company
aggressively pursues safety, health and environmental
protection as an integral part of its business. The company
strives to minimize the adverse impact of its activities and
products on the environment and maintain a safe work
place for its team members.
Recruitment : Around 30% of the recruits comprises
beginners. The company’s employee referral programme
encourages employees to refer candidates followed by
screening for aptitude, attitude and skill analysis.
ADDRESS BY WHOLE TIME DIRECTOR
M.G. Subramaniam
Whole Time Director
Induction : The two step process covers acquaintance with
the company’s culture, rules and norms followed by
induction in the allotted job profile and department.
27
NOTICE
Dear Member,
You are cordially invited to attend 13th Annual General Meeting of the Members of SUDAR INDUSTRIES LIMITED to be held on
Friday, September 26,2014 at Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra:
410 222, at 10.00 A.M.
The Notice of the meeting containing the business to be transacted, is enclosed herewith. As per Section 108 of the Companies
Act, 2013, read with Rule 20 of the Companies Management and Administration ) Rules,2014, the Company is pleased to
provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The
instructions for e-voting are enclosed herewith.
Notice to the 13th Annual General Meeting
Notice is hereby given that 13th Annual General Meeting of members of Sudar Industries Ltd. (CIN 74999MH2002PLC134707)
will be held on Friday, September 26, 2014 at 10:00 A.M. Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka,
Raigad District, 410 222 Maharashtra, India, to transact the following business:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the yea r
ended as on that date along with Reports of the Directors' and Auditors’ thereon.
2.
To appoint a Director in place of Mr. M.G. Subramaniam, who retires by rotation, and being eligible, offers himself for reappointment.
3.
To reappoint auditors of the Company to hold office from the conclusion of this AGM until the conclusion of fourth
consecutive AGM and to fix their remuneration and to pass the following resolution thereof:
“RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there
under, and pursuant to the recommendations of the audit committee of the Board of Directors, M/s Suresh Hegde & Co,
Chartered Accountants (registration no. 125795 W) and M/s. Mukesh Mehta & Associates, Chartered Accountant
(registration no. 116309W) be and are hereby re-appointed as the auditors of the Company, to hold office from the
conclusion of this AGM to the conclusion of the fourth consecutive AGM (subject to ratification of the appointment by
the members at every AGM held after this AGM) and that the Board of Directors be and are hereby authorized to fix such
remuneration as may be determined by the audit committee in consultation with the auditors, and that such
remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of
Directors.”
Special Business
4.
To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules
made there under, read with Schedule IV to the Companies Act, 2013, Mr. Anand Kadam *DIN: 06467971+, Director of the
Company who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a
notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr.
Anand Kadam as a candidate for the office of Director of the Company, be and is hereby appointed as an Independent
Director of the Company to hold office upto March 31, 2016, not liable to retire by rotation.”
5.
To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules
made there under, read with Schedule IV to the Companies Act, 2013, Mr. Satish Shenoy *DIN: 06597140+, Director of the
Company who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a
notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr.
28
Satish Shenoy as a candidate for the office of Director of the Company, be and is hereby appointed as an Independent
Director of the Company to hold office upto March 31, 2016, not liable to retire by rotation.”
6.
To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT in supersession of the resolution passed by the Shareholders of the Company and pursuant to Section
180 (1)(a) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, consent of the
Company be and is hereby accorded to the Board of Directors of the Company for mortgaging and/or charging in such
form and manner and on such terms and at such time(s) as the Board of Directors may deem fit, the movable and / or
immovable assets and properties of the Company, wherever situated, present and future, whether presently belonging to
the Company or not, in favour of any person including, but not limited to, financial / investment institution(s), bank(s),
insurance company(ies), mutual fund(s), corporate body(ies), trustee(s) to secure the loans, borrowings, debentures, hire
purchase and / or working capital facilities and other credit facilities up to a sum not exceeding Rs.1500,00,00,000/(Rupees One Thousand Five Hundred Crores only).”
“RESOLVED FURTHER THAT the Board of Directors or such Committee or person/(s) as may be authorized by the Board be
and is hereby authorized to finalize the form, extent and manner of, and the documents and deeds, as may be applicable,
for creating the appropriate mortgages and/or charges on such of the immovable and / or movable properties of the
Company on such terms and conditions and at such time(s) / tranch(es) as may be decided by the Board of Directors in
consultation with the lenders and for reserving the aforesaid right and for performing all such acts and things as may be
necessary for giving effect to this resolution.”
7.
To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution:
“RESOLVED THAT the consent of the Members of the Company under the provisions of Section 180(1)(c) and other
applicable provisions, if any, of the Companies Act, 2013 and its underlying rules as may be amended from time to time
and the relevant provisions of the Articles of Association of the Company, be and is hereby accorded to the borrowings by
the Board of Directors of the Company from time to time, of all moneys deemed by them to be requisite or proper for the
purpose of carrying on the business of the Company, so however, that apart from temporary loans repayable on demand
or within six months from the date of the loan or temporary loans, if any, obtained from the Company’s bankers, the total
amount of such borrowings outstanding at any time shall not exceed 1,500 crore (Rupees One Thousand Five Hundred
crores only) notwithstanding that the monies to be borrowed together with the monies already borrowed by the
Company (including temporary loans, if any, obtained for the purpose of financing expenditure of a capital nature) will
exceed the aggregate of the paid-up share capital of the Company and its free reserves.”
To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 5 read with Section 14, Table F of Schedule I and other applicable
provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded for
adoption of new set of Articles of Association of the Company as placed before the meeting by substituting the existing
Articles of Association of Association of the Company.”
“RESOLVED FURTHER THAT the Board of Directors (which term shall include any Committee(s) of the Board) be and is
hereby authorized to sign and execute such Forms, papers, documents, deeds and instrument and to do all such acts,
deeds, matters and things as may be considered necessary, desirable and expedient by them for the purpose of giving
effect to this resolution relating to adoption of a new set of Articles of Association by the Company.”
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
PLACE: NAVI MUMBAI
DATE: AUGUST 12, 2014
NOTICE
8.
ANURAG PANDYA
29
NOTICE
Notes:
1.
The Statement pursuant to Section 102 (1) of the Companies Act,2013 with respect to the business set out in the Notice
annexed.
2.
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND, ON A POLL, TO VOTE
INSTEAD OF HIMSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE VALID AND
EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED/ CORPORATE OFFICE OF THE COMPNAY NOT LATER THAN FORTY
EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
Pursuant to the provisions of the Companies Act, 2013 and the underlying rules viz. Companies (Management and
Administration) Rules, 2014, a person can act as proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than ten percent of the total share capital of the company carrying voting rights.
3. Voting through electronics means:
A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the
13th Annual General Meeting (AGM) by electronic means and the items of business as detailed in this Notice may be
transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL):
The instructions for e-voting are as under:
I.
The voting period begins on Saturday, September 20,2014 (10:00 am) and ends on Monday,September,22,2014 (6:00
p.m.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date August 22, 2014 , may cast their vote electronically.
II. The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.
III. Click on “Shareholders” tab.
IV. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”
V. Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
VI. Next enter the Image Verification as displayed and Click on Login.
VII. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of
any company, then your existing password is to be used.
VIII. If you are a first time user, follow the steps given below:
PAN
DOB
30
For Members holding shares in Demat Form and Physical Form
Enter your 10 digit alpha-numeric *PAN issued by Income Tax department (Applicable for both
demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested
to use the first two letters of their name and the 8 digits of the folio number in the PAN field.
 In case the folio number is less than 8 digits enter the applicable number of 0’s before the
number after the first two characters of the name in CAPITAL Letters. Eg. If your name is Rajesh
Kumar with folio number 1 then enter RA00000001 in the PAN field.
Enter the date of Birth as recorded in your demat account or in the company records for the said
demat amount or folio in dd/mm/yyyy format.
Dividend Bank Details
Enter the Dividend Bank Details as recorded in your demat account or in the company records for
the said demat account or folio.
Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with
the depository or company please enter the member id / folio number in the Dividend Bank details
IX. After entering these details appropriately, click on “SUBMIT” tab.
X. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding
shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is also to be used by the demat holders for voting for
resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL
platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential.
XI. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this
Notice.
XII. Click on the EVSN for the relevant COMPANY NAME on which you choose to vote.
XIII. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select
the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you
dissent to the Resolution.
XIV. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
XV. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
XVI. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
XVII. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
XVIII. If Demat account holder has forgotten the same password then enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
XIX. Note for Institutional Shareholders & Custodians:
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://
www.evotingindia.co.in and register themselves as Corporates.
 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected] .
 After receiving the login details they have to create a compliance user should be created using the admin login and
password. The Compliance user would be able to link the account(s) for which they wish to vote on.
 A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
NOTICE
XX. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and evoting manual available at www.evotingindia.co.in under help section or write an email to
[email protected].
XXI. The voting rights of the members shall be in proportion to their of paid-up equity share capital of the Company as on
relevant date of August 22, 2014.
31
NOTICE
XXII. Mr. Deep Shukla, has been appointed as the scrutinizer to scrutinize the e-voting process in fair and transparent manner.
XXIII. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period
unblock the votes in the presence of at least two(2) witnesses not in the employment of the Company and make a
Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.
XXIV. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s
Report shall be placed on the Company’s website www.sudarindustries.com and on the website of CDSL within two(2)
days of passing of the resolutions at the AGM of the Company and communicated to the stock exchanges.
4. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 19, 2014 to
Friday, September 26,2014 (both days inclusive.)
5. Members are requested to promptly notify any changes in their addresses to the Company at its Registered Office.
6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the
Companies Act,2013 will be available for inspection by the members at the AGM.
7. The Company is concerned about the environment and utilizes natural resources in a sustainable way. We request you to
update your email address with your Depository Participants to enable us to send to you communications via email.
8. Copies of Annual Report 2014 are being sent by electronic mode only to all the members whose email address are
registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for
a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid
documents are being sent by permitted mode.
9. For convenience of members, an attendance slip is annexed to the proxy form. Members are requested to affix their
signature at the space provided and hand over the attendance slips at the place of meeting. The proxy of a member should
mark on the attendance slip as `proxy'.
10. IF THE MEMBERS HAVE ANY QUERIES ON THE AUDITED ACCOUNTS, DIRECTORS' REPORT & AUDITOR'S REPORT, THE SAME
SHOULD BE FORWARDED TO THE COMPANY IN WRITING AT ITS REGISTERED OFFICE AT LEAST 10 DAYS BEFORE THE
MEETING SO THAT THE SAME CAN BE REPLIED AT THE TIME OF ANNUAL GENERAL MEETING TO THE MEMBERS'
SATISFACTION.
11. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to
the Company in advance, a certified copy of the Board Resolution authorising their representative to attend and vote on
their behalf at the Meeting.
12. Members may also note that the notice of the 13th AGM and Annual Report 2014 will be available on the Company’s
website www.sudarindustries.com.
13. Members are requested to bring their copies of the Annual Reports to Annual General Meeting.
14. In order to exercise strict control over the transfer documents, members are requested to send the transfer documents/
correspondence, if any, directly to:
Link Intime India Private Limited
Registrar & Share Transfer Agent
Unit: Sudar Industries Limited
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup(W),Mumbai-400078
Tel: 022- 25963838; Fax: 022-25946969
32
EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013:
ITEM NO.04
Mr. Anand Kadam is a Non Executive Independent Director of the Company and was appointed on January 30, 2013. Mr. Anand
Kadam retires by rotation at the ensuing AGM under the provisions of the erstwhile Companies Act, 1956. In terms of Section
149 and any other applicable of the Companies Act, 2013, Mr. Anand Kadam being eligible and seeking re-appointment, is
proposed to be appointed as an Independent Director of the Company for a term of two years.
The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member
along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Anand Kadam for the office of independent Director, to
be appointed as such under the provisions of Section 149 of the Companies Act, 2013.
The Company has received from Mr. Anand Kadam the following:
i.
ii.
iii.
Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of
Directors) Rules, 2014;
Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that
he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013; and
A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013.
The resolution seeks the approval of members for the appointment of Mr. Anand Kadam as an Independent Director of the
Company up to March 31, 2016 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder. He is not liable to retire by rotation.
In the opinion of the Board, Mr. Anand Kadam, the Independent Director proposed to be appointed, fulfils the conditions
specified in the Act and the Rules made there under and he is independent of the Management.
The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue
to avail the services of Mr. Anand Kadam in the capacity of Independent Director.
No Director, key managerial personnel or their relatives, except Mr. Anand Kadam, to whom the resolution relates, is
interested or concerned in the resolution.
The Board recommends the resolution set forth in Item no.4 for approval of the Members.
ITEM NO.05
Mr. Satish Shenoy is a Non Executive Independent Director of the Company and was appointed on July 02, 2013. Mr. Satish
Shenoy retires by rotation at the ensuing AGM under the provisions of the erstwhile Companies Act, 1956. In terms of Section
149 and any other applicable of the Companies Act, 2013, Mr. Satish Shenoy being eligible and seeking re-appointment, is
proposed to be appointed as an Independent Director of the Company for a term of two years.
The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member
along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Satish Shenoy for the office of independent Director, to
be appointed as such under the provisions of Section 149 of the Companies Act, 2013.
The Company has received from Mr. Satish Shenoy the following:
Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of
Directors) Rules, 2014;
ii.
Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that
he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013; and
iii. A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013.
NOTICE
i.
33
NOTICE
The resolution seeks the approval of members for the appointment of Mr. Satish Shenoy as an Independent Director of the
Company up to March 31, 2016 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder.
He is not liable to retire by rotation. In the opinion of the Board, Mr. Satish Shenoy, the Independent Director proposed to be
appointed, fulfills the conditions specified in the Act and the Rules made there under and he is independent of the
Management.
The Board considers that his continued association would be of immense benefit to the Company and it is desirable to
continue to avail the services of Mr. Satish Shenoy in the capacity of Independent Director.
No Director, key managerial personnel or their relatives, except Mr. Satish Shenoy, to whom the resolution relates, is
interested or concerned in the resolution.
ITEM NO.06
The Company may borrow monies by way of debentures, bonds, loans, hire purchase finance either in rupee or in foreign
currency from Financial Institutions / Banks / Insurance Companies and other Corporate Bodies apart from working capital
facilities from banks in ordinary course of business. This in turn would necessitate further creation of securities by suitable
mortgages and / or charges on all or some of the immovable and movable properties of the Company, both present and
future, in favour of the lenders / trustees. To create mortgage and / or charge upto the limit of Rs.1500 crores, approval of the
Members is required to be obtained pursuant to Section 180 (1)(a) of the Companies Act, 2013 authorizing the Board of
Directors of the Company in this regard. Hence the resolution is placed before the Members for their approval.
No Director, key managerial personnel or their relatives are interested or concerned in the resolution.
ITEM NO.07
Your Board of Directors is of the opinion that for any future business expansion or diversification which may be carried out by
the Company, the Company requires infusion of additional funds. Hence, the requirement for mobilization of the funds has
been substantially increased. Therefore, it is considered desirable to increase the Board’s borrowing powers upto the limit of
Rs.1500 Crores over and above the paid-up share capital and free reserves of the Company.
Accordingly, the consent of the Shareholders at the General Meeting is sought under Section 180 (1) (c) of the Companies Act,
2013.
ITEM NO.08
The Directors at their meeting held on August 12, 2014 decided to incorporate/substitute provisions relating to newly enacted
Companies Act, 2013 as applicable to the Company. As this would result in number of changes and amendments to the
existing Articles of Association of the Company, it was considered desirable to adopt a comprehensive new set of Articles of
Association in substitution and t the exclusion of the existing set of the Articles of Association of the Company to have new
articles as per the provisions of the Companies Act, 2013 and Table F of Schedule I. Pursuant to the provisions of Section 5 of
the Companies Act, 2013, alteration of Articles of Association requires approval of the members of the Company by way of
passing a Special Resolution in general meeting.
A copy of new set of articles of association to be adopted, as referred to in the notice / explanatory statement hereto, is
available at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any working day till the date of this
meeting.
34
The Board of Directors recommend passing of the resolution for adoption of new set of Articles of Association as set out in the
resolution under item no. 8 of the notice.
PLACE: NAVI MUMBAI
ANURAG PANDYA
As required by Clause 49 of the Listing Agreement, the particulars of Directors who are proposed to be appointed / reappointed
are given below:
Age
Qualification
Experience
No. of
shares
held
55 yrs
B.Com , LLB , Company
Secretary
Mr. M.G. Subramaniam, has a Legal and Company
Secretarial exposure in various segments of
business Viz. FMCG, Pharma, Chemicals, and
services in prestigious business group like Godrej,
Tata, Pfizer. He has rich experience in Company
Secretarial function, documentations and in
litigations. He has done his graduation in
commerce and LLB from Mumbai University and
is a Member of the Institute of Company
Secretaries of India, New Delhi.
Nil
Mr. Satish Shenoy
60 yrs
B.Sc
(Statistics
&
Economics),
CAIIB
(Banking), and Post
Graduate Diploma in
Personnel Management
and Industrial Relations
Mr. Satish Shenoy has attained degrees in B.Sc
(Statistics & Economics), CAIIB (Banking), and Post
Graduate Diploma in Personnel Management and
Industrial Relations. He has an expertise in
Finance and Accounts and was an executive with
a nationalized Bank for over 36 years. During his
tenure in the banking industry his area of
expertise include Corporate Finance, Commercial
Banking, Forex transaction, Credit/Country Risk,
Retail Banking, Property Finance and Legal/audits.
The Company has gained from his experience
substantially.
Nil
Mr. Anand Kadam
36 yrs
B.Com from
University
Mr. Anand Kadam has a rich knowledge and
experience in sales and marketing strategies. He
completed his Graduation in Commerce from
Mumbai University. He is instrumental in evolving
strategires so as to get optimum results.
Nil
Mumbai
NOTICE
Name of Directors
35
DIRECTORS’ REPORT
To
The Members of Sudar Industries Limited,
The Directors take pleasure in present the 13th Annual Report of the Company together with the Audited Statement of Accounts
and the Auditors’ Report of your Company for the financial year ended, 31 stMarch, 2014 .
1) FOREWORD :
The Indian economy experienced a deceleration in economic growth during the period 2013-14. Your company had to face
challenges in an inflationary market conditions coupled with a depreciating rupee leading to fall in profitability and increase in
unemployment and therefore your company decided on a new focus to achieve all round growth by enhancing exports and value
for the organization. In the process, many decisions taken by your company showed favorable trends and results.
THE COMPANIES ACT,2013
The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA2013/Act) in tranches in
September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014. The Companies Act,
1956 continues to be in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide
its Circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor’s report and
board’s report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of
the Companies Act, 1956 and in line with the same, the financial statements, auditor’s report and Board’s report and
attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956. With respect to other
provisions of the Act, appropriate references have been made in this report to the extent these provisions have become
applicable effective April 1, 2014.
2) HIGHLIGHTS OF PERFORMANCE:
 Your company achieved turnover of Rs. 92,730 lakhs as against Rs. 44,002 lakhs in the previous year i.e. an increase of—
as compared to the previous year.
 Operating EBITDA increased in 2013-14 by Rs. 3,765 Lacs to Rs. 10,689 Lakhs from Rs. 6,924 Lakhs in 2012-13.
 Consolidated profit before tax in 2013-14 was Rs.6,538 Lakhs, against Rs.3,783 Lacs in 2012-13.Similarly, consolidated
profit after tax was Rs.4,565 Lakhs in 2013-14 as against Rs.2,556 Lakhs in 2012-13.
The financial year 2013-2014 was a challenging year amidst global economic uncertainties and recession. Despite there
being constraints and a challenging environment, the company performed reasonably well which is evident from the results.
3) FINANCIAL RESULTS :
This fiscal has been an exciting year in terms of growth and profitability. We are confident that this change and the proposal to
engage in trading in Iron ore, Minerals etc. will enable the company to maintain our growth trajectory in the future. The financial
highlights for the financial year are given below:
36
(Rs. In Lakhs)
PARTICULARS
F.Y. 2013-14
F.Y. 2012-13
Sales & Other Income
92,729.70
44002.27
Profit (Loss) before Interest, tax, Depreciation and Exceptional Items
10,689.40
6,924.10
Less: Depreciation
1,300.90
1,158.93
Less: Interest Charges
2,850.86
1,979.21
Profit/(Loss) before exceptional and extraordinary items an taxation
6,537.64
3,785.96
-
2.57
6,537.64
3,783.39
- Current tax
1,972.59
1,227.52
Profit (Loss) after Taxation
4,565.05
2,555.87
Balance of P&L A/c brought forward
5,320.45
2,764.58
9,885.5
5,320.45
20.29
11.36
Add/(Less) :Exceptional items
Profit (Loss) before Taxation
Less: Provision for Taxation
Balance Carried to Balance Sheet
Earnings Per Share (Rs. per share)
4) BUSINESS OUTLOOK :

Apparels :
DIRECTORS’ REPORT
Your Company, an integrated apparel manufacturer with its expertise in designing garments with its niche for finishing markets
its products in wholesale market and multi-brand outlets. The Company’s international presence extends to United States of
America, Italy, United Kingdom and the United Arab Emirates through merchandise exports. In order to expand its business
activities, the Company has very recently commenced direct exports in Industrial Garments in the Financial Year 2013 to Gulf
and South-East Asian Countries. The export sales in apparels segment of the Company for financial year 2013-14 was Rs. 7,095
lacs against Rs. 2299 lacs in financial year 2012-13.
For the future, Your company has established a name for itself in the global markets.
37
DIRECTORS’ REPORT
B) HIGH ENDED FINE CHEMICALS PROVIDING INTERMEDIATE PRODUCTS FOR PHARMACEUTICAL AND AGRO CHEMICALS
INDUSTRY :
Your Company has been successfully engaged in manufacturing chemical products in a wide range of activities which includes 6
Pharmaceutical Intermediates and 11 Agrochemical Intermediates. Your Company has already added good clients for the
business relating to chemical products. The export sales in chemical segment of the Company for financial year 2013-14 was Rs.
5,391.32 lacs against Rs. 2020 lacs in financial year 2012-13.
C) PROPOSAL TO TRADE IN IRON ORE, MINERALS AND AGRO COMMODITIES:
The Company is proposing to diversify its activity to trading business of Iron ore, agro based commodities, other metals and
minerals. The Company has obtained necessary approvals from the Shareholders of the Company through Postal ballot, and the
expects good business deals in new markets.
5) DIVIDEND:
This year also your company would endeavor to strengthen the reserves for future expansion and therefore your Directors do
not recommend any dividend for the year ended March 31, 2014.
6) ECONOMIC SCENARIO & OUTLOOK :
The global economy experienced a slowdown especially noticed in developed economies which had its impact on India as well.
The Indian economy had to contend with high inflation in the year 2014 and increased lending rates. The tightening of the
monetary policy further slowed the growth of the economy which affected all sectors.
7) SUSTAINABLE DEVELOPMENT :
The Company continues to provide sustainable waste management solutions through co-processing and re-engineering. Our
clients have further increased with new waste streams efforts and continued to make the best use of fuels and raw materials
thereby eliminating wastage.
8) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE/CSR COMMITTEE:
During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Satish Shenoy as
the Chairman and Mr. Murugan M. Thevar, Mr. M.G. Subramaniam as other members.
The said committee has been entrusted with the responsibility of formulating and recommending to the board, a Corporate
Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR Activities.
9) OCCUPATIONAL HEALTH AND SAFETY (OH&S);
Your Company engages in OH&S matters through a policy of communication, involvement and competency build-up applied
consistently and continually throughout its operation. Programmes targeting critical areas are being implemented across all
sites to address risks associated with operations. Effectiveness of these programmes is being constantly assessed by the Senior
Leadership team. External audits are being conducted to check the level of implementation of these safety programmes.
Safety Leadership Programmes are being conducted across business units for the senior leadership team. The programmes
comprises of practical exercises and interactive sessions and prepares managers to act as role model to their subordinates. Risk
assessment is an integral part of any job/activity. Our managers are provided with different types of risk assessment tools to
help them identify risk and decide on appropriate control measures. Hazard identification and risk assessment workshops are
being conducted at sites to refine anticipation capability amongst the employees by enhancing their hazard observation skills.
38
Apart from our employees, our contractors are also involved in these workshops, which show an appreciable change in the
attitude of contractors towards safety.
10) HUMAN RESOURCES :
Your company has embarked on a journey towards people excellence during the year. The aim of this journey is to re-engineer
all the HR processes and ensure that each process is fine tuned with current and future business requirement and an
appropriate number of employees are groomed for future middle and senior leadership roles. Greater focus is given to hiring
and retaining talent from different disciplines and streams.
As extension of faster learning for young talent, your company has embarked on a plan to impart intensive learning through
challenging functional/cross functional projects and coaching to improve analytical and decision making capability.
The industrial relations scenario was peaceful. Your company embarked on a major programme for the on roll and off roll
employees with an emphasis on involving and engaging them in a variety of small improvement projects at the shop floor level
so that their engagement level is enhanced.
11) DIRECTORS
It has been the endeavor of your Company to place a lot of emphasis on its people which includes Employees, Directors and
Customers. Your company believes that business being competitive in all spheres of activities, it is only competitive and
competent people who can ensure that the Company marches in its road plan for attaining growth and prosperity.
Your Company is proud to have a professional board who have excellent experience with good credentials and support the
business with their inputs and decisions which can strongly support your Company in its accomplishments of being one of the
formidable companies in the industry.
In consonance with the provisions of the newly enacted Companies Act, 2013 and taking into consideration the composition of
the Board of Directors, Mr. M.G. Subramaniam retires by rotation and being eligible offers himself for reappointment at the
forthcoming Annual General Meeting.
The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the
Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold office for a term of up to five
consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of ordinary resolution by the
shareholders of the company.
Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Subsection (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act
shall not apply to such independent directors.
DIRECTORS’ REPORT
The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the
erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so
appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to
which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will
complete their present term at the ensuing AGM of the Company in September 2014, being eligible and seeking reappointment, be considered by the shareholders for re-appointment for the first term of upto five consecutive years upto
March 31, 2019.
39
DIRECTORS’ REPORT
Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the
expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed
term in accordance with the Companies Act, 2013.
Based on the above, Mr. Anand Kadam and Mr. Satish Shenoy were appointed as Independent Directors of the Company for a
term of two consecutive years effective from April 1, 2014 upto March 31, 2016.
12) DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm that1. In preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards have
been followed.
2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial
year and of the profit or loss of the company for that period.
3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities.
4. The Directors had prepared the Annual Accounts on a going concern basis.
13) DISCLOSURES REGARDING CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Information as per the Companies (Disclosure of Particulars on the report of the Board of Directors) Rules, 1988 relating to
Conservation of Energy, Technology Absorption, Forex Earnings and Outgo is provided in the annexure forming part of this
report.
14) INTERNAL CONTROL SYSTEMS :
The company has a robust and comprehensive internal control framework to ensure reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, and at
the same time safeguarding assets and economical and efficient use of resources. The internal control system commensurate
with the size, scale and complexity of its operations. It is being constantly assessed and strengthened with new/revised
standard operating procedures and robust internal and information technology controls.
The company’s internal audit department objectively and independently tests the design and operating effectiveness of the
internal control system to provide a credible assurance to the Board and the Audit Committee regarding the adequacy and
effectiveness o the internal control system. The internal audit function monitors the effectiveness of controls and also provides
an independent and objective assessment of the overall governance processes in the company.
The scope and authority of the Internal Audit activity are well defined. Internal Audit plays a key role by providing an assurance
to the Board of Directors and value adding consultancy service to the business operations.
40
15) BUSINESS RISK MANAGEMENT :
Your company has robust business risk management practices to identify, evaluate business risks and opportunities. This is
monitored at the Corporate office. The business risks and opportunities so identified are integrated into the business plan and a
detailed action plan to mitigate the identified business risks is thereafter drawn up and its implementation monitored.
16) ENHANCING SHAREHOLDERS VALUE :
Your company believes that its members are among its most important stakeholders. Accordingly, your company’s operations
are committed to the pursuit of achieving high levels of operating performance and cost competiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. The
company is also committed in creating value by ensuring that its actions positively impact the socio-economic and
environmental dimensions for the society for sustainable growth and development.
17) PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 217 (2A) of the Companies Act,1956, read with the Companies (Particulars of the
Employees) Rules,1975 as amended, the names and other particulars of the employees are set out in the Annexure A to the
Directors Report.
18) DEPOSITS:
During the year under review, Company has not accepted any deposits from the Public within the meaning of the provisions of
Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
19) AUDITORS
M/s. Suresh Hegde & Company, Chartered Accountants, Mumbai and M/s. Mukesh Mehta and Associates, Chartered
Accountants Mumbai, have given consent for their reappointment as the joint statutory auditors of the Company subject to
member’s approval in the ensuing Annual General Meeting.
20) CREDIT RATING
The Company continues to have the highest domestic credit ratings of BBB Negative from CARE which means strong rating
reflecting the company’s financial discipline and prudence.
21) BOARD COMMITTEE:
DIRECTORS’ REPORT
In compliance with both the mandatory and non-mandatory requirements under the Listing Agreements and the applicable
laws, the board has constituted the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Investment Committee
e) Corporate Social Responsibility Committee
41
DIRECTORS’ REPORT
22) CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance and strictly adhere to the Corporate
Governance requirements set out by SEBI.
As per clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices,
followed by the company together with a certificate from the company’s auditors confirming your Company is committed to
good corporate governance and firmly believes in and consistently follows good corporate governance practices, leading to a
very high level of transparency in accounting and reporting to its shareholders. The Company has adopted a code of Conduct for
the Board and the Senior Management. A report on the Corporate Governance and a certificate from the Auditors of the
Company forms part of the Annual Report. The Company has fully complied with the Corporate Governance practices specified
under the Listing Agreement with Stock Exchanges.
23) MANAGEMENT’S DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of the Company is given separately under the head
“Management’s Discussion and Analysis”.
24) LISTING OF SHARES:
The shares of the Company are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The
Company has paid the annual listing fees to the NSE and BSE for the year 2014-2015.
25) HOLDING / SUBSIDIARY COMPANY:
During the year, your company has incorporated three subsidiaries which can support the company in its trading operations in
South East Asia, United Arab Emirates and London. It includes trading in Apparels and Fine Chemicals and its proposed business
interest in trading in mineral and iron ore.
The Companies incorporated are as under :
 Sudar Industries UK Ltd. Registered in United Kingdom.
 Sudar Global Industries FZE, Registered in Dubai.
 Averlin Industries PTE Limited, Registered in Singapore.
26) AUDITORS :
In terms of the sub-section (2) of section 139 of the Companies Act, 2013 (effective from 01-04-2014) no Listed company shall
appoint or re-appoint an Auditing Firm as the Auditor for more than two terms of five consecutive years, provided that the firm
is eligible to be appointed or re-appointed in the same company after five years from the completion of existing term. In
pursuance of the above, every listed company shall comply with this requirement within a transitional period of three years
from the date of commencement of the Act i.e. 1st April, 2014.
The Company’s Joint Auditors M/s Suresh Hegde & Co. and M/s Mukesh Mehta & Associates, who retire at the ensuing Annual
General Meeting of the Company, are eligible for re-appointment..
The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141 (3) of the Companies Act,2013 and that they are not disqualified for re-appointment.
42
27) INDUSTRIAL RELATIONS:
Industrial Relations remained cordial in the Company’s manufacturing locations without any disruption in manufacturing
activities.
28) RATING FROM DUN & BRADSTREET
The Company has been rated 5A2 by Dun & Bradstreet indicating that the company has a tangible networth as per the audited
financial statements and indicates a fair overall status of the company.
29) ACCOLADES :
Your Directors would like to inform that your company has been bestowed with the Gujarat Business Excellence Award by the
Small and Medium Business Development Chamber of India in January, 2014. Your directors would like to inform that your
company has featured in Businessworld magazine in August, 2014 India’s fastest growing companies.
30) ACKNOWLEDGEMENTS:
Your directors would like to express their appreciation for the assistance and co-operation received from bankers, govt.
authorities, customers, vendors during the year. Your directors also wish to thank all employees, associates and business
partners who have contributed towards the success of the Company.
31) CAUTIONARY STATEMENT :
Statements in the Directors’ Report and the Management Discussion and Analysis describing the company’s objectives,
expectations or forecasts may be forward looking within the meaning of applications laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could influence the company’s operations
include global and domestic demand and supply conditions , changes in government regulations, tax laws, economic
developments within the country and other factors such as litigation and industrial relations.
MURUGAN M. THEVAR
MANAGING DIRECTOR
M.G. SUBRAMANIAM
WHOLE TIME DIRECTOR
DIRECTORS’ REPORT
PLACE: NAVI MUMBAI
DATE: AUGUST 12,2014
43
DIRECTORS’ REPORT
ANNEXURE – A TO THE DIRECTORS’ REPORT:
Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 forming part of the Directors Report for the year ended March 31, 2014.
Sl. NAME OF THE
REMUNERATION
DESIGNATION
No.
EMPLOYEE
(IN `RS. )
1.
QUALIFICATION
AND
EXPERIENCE
DATE OF
COMMENCEMENT
OF EMPLOYMENT
Mr. Murugan M.
Thevar is the founder
Mr. Murugan M.
Vice Chairman & Rs. 60,00,000/- and Promoter of our
Mr. Murugan
Thevar is the founder
Managing
Company. He has
(Rupees Sixty
M. Thevar
and Promoter of our
Director
completed his
Lacs only)
Company
education from
Tamilnadu.
AGE
LAST
EMPLOYMENT
HELD
47
N.A.
ANNEXURE – B TO THE DIRECTORS’ REPORT:
FORM A
PARTICULARS
(A) POWER AND FUEL CONSUMPTION
1. Electricity
a. Purchased
Units
Total Amount (Rs. In lacs)
Rate/ Unit Rs.
2013-14
Garment
Chemical
Garment
2012-13
Chemical
2,08,784
27.11
12.98
12,44,106
115.42
9.28
1,80,998
17.37
9.59
6,53,670
51.76
7.91
b. Own Generation
I) Through Diesel Generator (in Liters)
14,985
6,154
19,098
1,468
II) Through Steam Turbine (Rs. In lacs)
9.74
52.59
9.55
27.20
76,80,374 Pcs
2,08,784
5,75,298 Kg
12,44,106
56,88,684 Pcs
1,80,998
1,66,215 Kg
6,53,670
(B) CONSUMPTION PER UNIT OF PRODUCTION
Product : Ready Made Garments
Intermediate Chemicals
Production
Electricity
44
FORM B
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
The Company has taken initiative in technology up gradation to improve its productivity and reduce manufacturing cost. It
adopted a Total ‘Quality Management Programme’ to ascertain and impose individual worker responsibility within the labor
force, thereby ensuring greater quality and productivity.
MURUGAN M. THEVAR
MANAGING DIRECTOR
M.G.SUBRAMANIAM
WHOLE TIME DIRECTOR
DIRECTORS’ REPORT
PLACE: NAVI MUMBAI
DATE: AUGUST 12,2014
45
STATEMENT PURSUANT TO SECTION 212 OF COMPANIES
ACT,1956
Subsidiary
Financial
holding
period ended interest
exchange rate as
issued and
Reserves loans
on financial year subscribed share
taken
closing
capital
Sudar
Global
31 .12.2013
Industries
FZE
100%
1 AED= INR 16.89
Rs 168.93 Lacs
0
Sudar
Industries 31 .12.2013
UK Ltd
100%
1 GBP= INR 02.39
Rs. 10 Lacs
0
total assets
Rs.3722.06 Lacs
0
Note:
1. The above details are as on the financial year ended of respective subsidiaries, information on subsidiaries is provided
in compliance with General Circular no. 2/2011 dated February 8,2011 issued by Ministry of Corporate Affairs. The
audited accounts and information of subsidiaries will be made available upon request by any of our shareholders.
2* As on December 31,2013 the company had not started its operation.
46
0
Investment
total liabilities long current
total
term
Turnover
Profit/(loss)
provisions
before taxation
for
taxation
Rs.3722.06 Lacs
0
0
0
Rs 7132.07 Lacs
Rs 457.85 Lacs
0
0
0
0
0
0
0
profit/(loss)
no. of
employees
Rs 457.85 Lacs
6
0
0*
FOR AND ON BEHALF OF THE BOARD
MURUGAN M. THEVAR
MANAGING DIRECTOR
DEEPAK SHENOY
WHOLETIME DIRECTOR
DIRECTORS’ REPORT
ANURAG PANDYA
COMPANY SECRETARY
47
MANAGEMENT DISCUSSION AND ANALYSIS
SUDAR INDUSTRIES IS ENGAGED IN THE FOLLOWING BUSINESS VERTICALS WHICH HAS CONTRIBUTED TO
THE GROWTH OF THE COMPANY :
Apparels
Performance Highlights :
Despite tough business conditions and a recessionary economy, your company’s achieved sales of Rs. 53,111.36 Lacs on Apparel
business, with a growth of 49.19%
High ended fine Chemicals Company providing intermediate products for the Pharmaceuticals Industry and the Agro Chemical
Industry.
Chemicals
Performance Highlights :
Your company’s total chemical business registered sales of Rs. 31,797.34 Lacs with a growth of 294%
Proposal to trade in Iron Ore, Minerals and Agro commodities
In its proposal to trade in Iron Ore Minerals and Agro commodities, your company is seeing a lot of potentiality and the company
can benefit substantially in the coming years.
Consolidated Revenues :
Total consolidated revenues registered a growth of 110.72%, up from Rs. 43,678.92 Lacs to Rs. 92,040.78 Lacs The key drivers for
this growth were :

Revenues from Apparels registered growth of 49.19% from Rs. 35,599.22 Lacs to Rs.53,111.36 Lacs The revenue witnessed a
surge of Rs. 17,515.78 Lacs.

Revenues from sales of Advanced Intermediates in the chemical business registered growth of 294% from Rs. 8,079.70 Lacs to
Rs. 31,797.34 Lacs. The revenue witnessed an increase of Rs. 23,717.64 Lacs.

Revenues from Dubai subsidiary is Rs. 7,132.08 Lacs.
Global economy :
The global economy went through yet another year of challenges in 2013-14. The global gross domestic product (GDP) grew at a
slower pace due to debt and fiscal issues affecting the global trade, declining investments in many countries including China.
Indian economy :
India’s economic growth decelerated with a growth of 4.7% in 2013-14. This scenario came into being due to deceleration in
credit flows, infrastructural bottlenecks, high inputs costs, slowdown in consumer expenditure, subdued business confidence due
to the elections which contributed to the industrial slowdown. The government did not bring about any policy changes due to the
48
elections scenario.
Review of Operations of the Company :
Backed by strategic and operational initiatives, Sudar has a strong presence across the manufacturing and marketing of Apparels
and Chemicals. Both these market segments demonstrate growth trends with rising volume and value. The business is
systematically organized with an identified accountability structure and a focused team for each key international market. Sudar’s
business strategy includes gaining volume and market share in every business segment it enters.
SIL’s strength lies in developing process efficiencies, adopting global scale manufacturing and using cost effective market
networks. Sudar aims to repeat its success and emerge as a major player in regulated markets. In line with this objective, the long
term growth strategies include :

manage cost efficiently in a regulative manufacturing environment.

Globalize and penetrate through setting up of subsidiaries in Singapore, UAE and London.
Threats and Challenges :
SIL is present in a competitive market with challenges from big and the small players in the industry. Due to this, the price
sensitivities get tested where reliance is placed more on volume based business. This threat, however, does not affect Sudar
because of its control over raw material sourcing. The company is a dominant player and has been able to control quality, save
timelines, manage costs and deliver at a short notice. SIL enjoys a pricing power with an ability to get the price lower and yet
manage to get higher returns than other competitors.
The key strengths of the company include its manufacturing infrastructure and the ability to deal successfully in a complex market
situation. All strengths have been tested from the perspective plan to manufacture and reach the market place. Sudar strategy lies
in manufacturing facilities and the marketing infrastructure. The company has worked on its speed to market abilities and is quick
to convert product approvals into invoices. Besides, the company possesses unmatched strengths like its experienced
competencies with the ability to anticipate market requirements, supportive documentations and document so as to meet
regulatory norms and execute plans within cost and time budgets.
Internal control :
SIL has a well defined internal control system which is adequately monitored. Checks and balances and control systems have been
established to ensure that assets are safeguarded, utilized with proper authorization and recorded in the books of account.
MANAGEMENT DISCUSSION AND ANALASIS
There is a proper definition of roles and responsibilities across the organization to ensure information flow and monitoring. These
are supplemented by internal audit carried out by the firm of chartered accountants. The company has audit committee consisting
of three directors, two of them are independent directors. This committee reviews the internal audit reports, statutory audit
reports, the quarterly and annual financial statements and discusses all significant audit observations and undertakes follow up
actions arising from them .
Company Strategies :
The Company’s strategy of strengthening the current business and investing in the future revolves around (a) Human Resources,
(b) Compliance and (c) Analysis of opportunity and risks matrixes.
49
MANAGEMENT DISCUSSION AND ANALYSIS
Human Resource Strategy :
The Human Resources (HR) function is instrumental in creating and developing human capital in alignment with the Company’s
vision. Talent management with particular focus on grooming, learning and development and employee engagement have been
the key focus areas in the Company’s objective. The human resources strategy enabled the company to attract, integrate,
develop and retain the best talent required for driving business growth. The sustained strategic focus to enhance employee
capability, improve efficiency and groom future leaders have helped SIL maintain its benchmark in the garment industry.
Compliance :
The Company continues to vigorously pursue its commitment in adhering to the highest standards of compliance The compliance
function in the Company plays a pivotal role in ensuring that the overall business of the Company is conducted in accordance
with the regulatory prescriptions. The compliance function facilitates improvement in the compliance culture in the Company
through various enablers like dissemination of regulatory changes and spreading compliance knowledge through training,
newsletters and other means of communication and direct interaction. The company regularly monitors the changes in legislation
pertaining to employment, labor and immigration laws to ensure total compliance. The key areas where SIL needs to introduce
new policies or modify the existing policies to remain compliant are identified and acted upon.
Opportunities and Risks :
The large size of the addressable global market, with relatively low current level of penetration suggests significant headroom for
future growth. The Company has positioned itself well for the growth in business with an aligned strategy, structure and
capabilities. In a year in which the Textile sector in the county has faced increasing strain from tight liquidity conditions,
hardening interest rates, slowdown in capital expenditure, rising delinquencies and high incidence of assets being structured, the
company has reported a strong performance, sustained by its fundamental strengths. The Chemical Industry is also showing a lot
of promises with its high end products. With the two business segments of the company, there is tremendous potential for
growth.
Financial highlights :
The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and generally
accepted accounting principles (GAAP) in India. The management accepts the responsibility for the integrity and objectivity of
these financial statements and the basis for the various estimates and judgments used in preparing the financial statements.
During the year, the Company has achieved a net turnover of Rs. 92,730 Lacs. The Company has posted a strong topline
performance with Profit before tax of Rs. 6,538 Lacs and net profit after tax of Rs. 4,565 Lacs.
50
Outlook :
Sudar has set ambitious goals for the coming year 2014-15 in expectation of an upward trend in the global economy. The senior
leadership team has set in motion a set of strategic initiatives to enhance revenue and profitability.
The focus will be expanding markets, portfolio profitability will be analyzed on a continuous basis. By implementing these
strategies, Sudar aims to increase revenues and margins higher than the industry average. The company is targeting to emerge as
cash flow positive, eliminate leverage and enhance shareholder returns.
Caution Statement :
MANAGEMENT DISCUSSION AND ANALASIS
Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Some of the words that are
used are intended to identify forward looking statements. The Company assumes no responsibility to amend, modify or revise any
forward looking statements, on the basis of any subsequent developments, information or events. Besides, the Company cannot
guarantee that these assumptions and expectations are accurate or will be realized and actual results, performance or
achievements could thus differ materially from those projected in any such forward looking statements.
51
RISK MANAGEMENT / SWOT ANALYSIS
INVESTOR PERCEPTION RISK
What does it mean?
Since the Company has presence in diverse businesses; it may lead to a negative perception relating to core business focus in
the minds of the investors.
Mitigation measures
Apparel segment is the Company’s core business, Chemicals and proposed trading in Iron Ore and Minerals adding to the
growth. Each business vertical is headed by core sector specialists and dedicated professionals, bringing requisite expertise
and focus. Over the years, the Company has invested in each of its core verticals and has attained a critical mass in each of
them. The specialty chemicals business remains to be non-core and generates liquidity for the Company on account of its
novel products.
ATTRITION RISK
What does it mean?
For a company whose business model is entirely dependent on intellectual capital, any attrition at the key levels can result in
an adverse impact for the business.
Mitigation measures
The Company follows a principle of ‘merit above all’. Every employee sans level is appraised and rewarded in view of their
ability to add value to the workplace. The Company ensures a progressive career path for each of its employees. High levels of
interdepartmental and intra-departmental transparency allow speedy resolution of the employees’ concerns coupled with .
Performance linked remuneration. The attrition rate in the Company is amongst the lowest in the industry.
COMPETITION RISK
What does it mean?
Competition from global as well as local players can hit the Company’s margins.
Mitigation measures
Being a relatively new player in the chemical segment ruled by global chemical companies, the Company has focused on
offering niche products across all its business verticals. These products require dedicated expertise and specialization that the
global players are not willing to impart on account of their scale and cost-benefit parameters. The Company’s ability to offer
products has elevated it among the favored producers of niche chemical products used by pharmaceutical companies and
Agro Chemical Companies .
REGULATORY RISK
What does it mean?
Getting approval on facilities and products from various authorities is a time-taking exercise. The delay caused can lead to loss
of potential revenues in wake of opportunity.
52
Mitigation measures
The Company’s manufacturing units at Khalapur and Baroda duly certified has invested to attain highest standards and best
quality practices and controls.
QUALITY RISK
What does it mean?
Any quality defect in the Company’s products can lead to huge losses at client’s end as well as its own loss of reputation.
Mitigation measures
The Company has a ‘zero tolerance‘ policy on quality. Each of its units is certified by credible authorities and has successfully
passed key client audits. A dedicated department in each unit takes care of stringent quality control and quality assurance
practices at every product/process level.
ENVIRONMENT AND SAFETY RISK
What does it mean?
Non-compliance with environment protection policies or safety related issues could dent operation and can also impair quality
standards.
Mitigation measures
The Company lays a great emphasis on the proactive environment and health safety compliance. A dedicated EHS Policy is
formulated and strictly adhered to protect its employees, the environment and the public at every stage of its business
STRENGTHS
INDEPENDENT AND SELF-RELIANT INDUSTRIES

RELIANCE ON LOCAL INDUSTRIES FOR AVAILABILITY OF RAW
MATERIAL WHICH IS IN ABUNDANCE THEREBY REDUCING
COSTS AND LEAD TIME ACROSS OPERATIONS

ATTAINMENT OF EXPERTISE IN HIGH END CHEMICALS WHICH
HAS BEEN ACCEPTED BY THE MARKET

EXPERIENCED AND QUALIFIED BOARD

QUALIFIED AND EXPERIENCE TEAM OF PROFESSIONALS

CONTINUOUS INNOVATION

EMPHASIS ON QUALITY CONTROL

FINANCIALLY STABLE

DOMESTIC AND GLOBAL MARKETS TAPED FOR BUSINESS
EXPANSION

INCREASED PER CAPITAL INCOME AND PURCHASING POWER
OF DOMESTIC AND GLOBAL CUSTOMERS
THREATS

IMPACT OF FOREING CURRENCY DEVIATIONS CAN IMPACT
THE BUSINESS
RISK MANAGEMENT

OPPORTUNITIES
WEAKNESS

DEPENDENCE ON INDIGENOUS RAW MATERIAL CAN AFFECT
SUPPLIES IN TRYING TIMES

DIFFICULTY IN GETTING TRAINED LABOR WHICH COULD
HAVE A HEAVY IMPACT ON BUSINESS
53
CORPORATE PERFORMANCE REVIEW OF THE COMPANY
At SIL The company’s culture of manufacturing excellence is other monitoring like process, process conditions, services and
centred on quality control, quality assurance, in-process utilities including water systems and environment.
control guidelines and training.
The Company’s manufacturing locations are integrated and  Audit programmes: Periodic audits by internal and
external teams ensure quality management system
linked by high-speed networks to deliver products to markets
implementation.
at the right time and price.
 Continuous surveillance: Close-circuit cameras being
introduced in critical areas (manufacturing and
Manufacturing
warehouse sections) accessible to authorised personnel.
* Manufacturing, processing, warehousing, packaging and
 Systems and automation: All departments inter-linked
labelling areas compatible with processing sequence.
through a local area network system. Each user has a
Adequately provided with working space to facilitate the
restricted access suitable to his job profile. The master
orderly and logical placement of equipment and material and
batch is fed in packages; requisitions are generated
movement of personnel . Minimises contamination and crossautomatically following the receipt of schedules and the
contamination through suitable mechanisms (change rooms,
stock position updated automatically. A regular data
airlocks and pass boxes, among others)
backup system is reviewed at the time of batch review.
* Ventilation equipped with systems. designed for each critical
The product is accessible at every stage through package,
area to control dust accumulation and cross-contamination in
yield reconciliation, stock ledgers, batch wise stock, party
processing areas. Clean production corridors provide clean air
wise stock, receiving and distribution records.
with positive pressure; dust generating areas maintain
 Standards: SIL addresses the qualification and validation
pressure lower than in corridors to control crossstrategy in the Validation Master Plan (VMP). The facility
contamination
and all critical systems are validated in accordance with
* Ventilation and exhaust systems provided in unclassified
the procedure described under VMP. All aspects on the
areas in warehouses and manufacturing locations.
premises, facility/processes, operations which may affect
product quality directly or indirectly will be validated.
* The Company is upgrading facilities in its manufacturing
locations.
Marketing
Quality management
SIL follows stringent quality control to comply with
demanding regulatory requirements. The quality control
department is equipped to monitor critical systems like clean
rooms, water systems, personnel flow, material flow and
utilities. Quality control chromatographic instruments are
supported by suitable validated software Quality control
computer. Stability chambers are provided to conduct stability
studies at different environmental parameters..
The Company’s quality assurance system comprises a
demarcated organizational structure, defined responsibilities,
documented standard operating procedures, validated
processes and periodic training. The quality assurance
department monitors and maintains the desired quality. The
quality control department monitors and analyses data
(testing, analysis, manufacture, in-process controls and any
54
SIL selected to be present in product spaces marked by
relatively low competition, ensuring sustainable growth. The
Company’s domestic and international departments build
the SIL brand worldwide.
*Domestic: The Company identified the need to create a
strong marketing team. Its marketing personnel possess a
strong people-oriented approach, promote free workplace,
emphasises developed management, attractive incentive
policy, round-the-clock open communication, niche
positioning, strong customer relations, prompt supply chain,
custom-made IT software, automation tools to facilitate
informed decision-making and advance payment standards
to strengthen marketing.
*Product management team: The marketing was supported
by a team that conducted market surveys, planned strategy,
novel marketing and promotional tools.
Human resource

*Human capital is the Company’s richest asset, comprising
qualified, dedicated and committed members. The team is
driven by target achievement, discipline, creativity,
innovation, loyalty, hard work and service. The Company’s
human resource policies are aimed at sustaining an
empowered, dedicated and motivated workforce.
Training on safety: The Company ensures that every
team member is capable of handling emergency
situations. It organises regular classroom and practical
training from government approved agencies.

*Recruitment: The Company’s employee referral program
encourages employees to refer candidates followed by
screening for aptitude, attitude and skill analysis.
Evacuation plan: The Company’s safety programs are
based on emergency evacuation plans. The team is kept
informed about the updated documents and displays and
the facilities are well indicated with assembly points.

Fire equipment: The Company’s facilities are equipped
with sophisticated fire fighting infrastructure. It conducts
three mock drills at its facilities annually. Critical areas
like general warehouses and finished goods warehouses
have smoke sensors with multiple alarms systems.
*Appraisal: The Company has structured and defined rules
for performance appraisal and promotion hierarchy.
*Awards/rewards: The Company devises awards and
incentives based on performance. Various target-related
incentives and schemes are declared for the marketing
personnel apart from their annual incentives over and above
their emoluments.
*De-centralisation
and
specialisation:
Complete
decentralisation and delegation of authority and
responsibility are the key strengths that get the optimum
output from each member.
*Training philosophy: The Company’s training policy is based
on continuous improvement.
*External training: The employees attended various
programmes including external training on Factory Act,
training on L/C and Export Documentation, training/
workshop on communication skills training on cost reduction
and export risk management by Indian Merchant Chambers.
Safety Health Environment
SIL aggressively pursues safety, health and environment
protection as an integral part of its business. The Company
strives to minimise the adverse impact of its activities and
products on the environment and maintain a safe work place
for its team members.
The Company maintains a lawn and garden (shrubs and
decorative plants) at its manufacturing units in Khalapur and
Baroda. More than 100 trees were planted over the five years
leading to 2013-14

Safety and health: SIL strives to maintain the highest
safety and health standards. The Company received the
ISO 14001 (for environment management) vindicating its
endeavour of maintaining operating practices in line with
international benchmarks; each team member is
adequately trained in maintaining these standards. The
Company completed all its expansion projects without a
single accident.
Environment: The Company is committed to comply with all
applicable
legal
requirements
through
continual
improvement in operational process for improving its
environment measures. The Company does not generate any
harmful/chemical wastes; it has a full-fledged effluent
treatment plant for processing plant waste. The waste water
is recycled for gardening purposes within the complex. All
operating practices are based on the principle of efficient
utilisation of material and energy .The Company practices a
policy of substituting hazardous materials and recycling of
resources to the maximum extent possible.
Information technology
In the present day business environment where compliance
plays most important role, , IT plays a key role in assimilating
data from diverse sources and processing it into vital
information. The Company implements the latest
technologies in line with its organisational vision.
The Company is in process of building an efficient IT and
communication team to minimise its dependence on third
parties in the area of application software, technical knowhow of system software and communication equipment.
Internal audit and control
Integrated Internal Control Systems, commensurate with the
size and nature of its business, have been introduced by the
management. The contribution of new ERP System in
increasing productivity and ensuring accuracy has been
significant. The team of Internal Auditors ensures the
compliance of all statutory requirements and implementation
of corporate policies in true spirit. The monthly audit reports
are discussed with concerned departments and immediate
corrective measures taken in case of any deviations. All
minutes of the meetings are sent to the management;
valuable suggestions by these committees as well as those of
Statutory Auditors and the Audit Committee are
implemented.
CORPORATE PERFORMANCE REVIEW
*Induction: The two-step process covers acquaintance with
the Company’s culture, rules and norms followed by
induction in the allotted job profile and department.
55
CORPORATE GOVERNANCE REPORT
(A) Company's Philosophy on Code of Corporate Governance:
Corporate governance represents a set of systems, practices and policies to ensure that the affairs of the company are being
managed efficiently and effectively by ensuring accountability, transparency and fairness in all its transactions at macro level
and thereby meeting stakeholders aspirations and societal expectations.
Good governance has got its roots from the culture and mindset of the organization and at Sudar we are committed to meet
the aspirations of all the stakeholders. This is demonstrated in governance processes and an entrepreneurial performance
focused work environment. Our customers have benefited immensely from high quality products delivered at the most
competitive prices.
The essence of corporate governance lies in promoting, adhering and maintaining integrity, transparency and accountability in
the higher echelons of management structure. The demands of corporate governance require professionals to raise their
competency and capability levels and meet the expectations in managing the enterprise and its resources effectively and at
the same time maintaining good corporate ethics. At Sudar, our employee satisfaction is reflected in low attrition across
various levels and substantially higher productivity.
Your company believes that good corporate governance is vital and an essential requirement for achieving long term
corporate goals and to enhance stakeholders value. Therefore, the philosophy of the company is governed by principles on
corporate governance overseeing the business strategies ensuring fiscal accountability, ethical corporate behavior and above
all fairness to all stakeholders which include shareholders, employees, customers, vendors, investors, society at large and
above all the regulators.
The Company strongly believes in fair, transparent and ethical governance practices. To succeed, maintain sustainable growth
and create long term value requires corporate discipline. It is this belief which has resulted in your company being bestowed
with the most coveted award for exceptional contribution in manufacturing and for stimulating exports and bring about
innovative concepts by the SME chamber of India.
The management of your company continues to place emphasis on the broad principles of corporate governance which is an
ongoing process. The company endeavors and to comply with the requirements as laid in clause 49 of the stock exchange
listing agreement entered into.
COMPANY’S GOVERNANCE STRUCTURE:
(B) Board of Directors:
Independent Board with defined roles and responsibilities: The Board comprises of 5 executive directors and 2 independent
directors. At Sudar, it is our belief that an enlightened board consciously creates a culture of Board leadership to provide a
long term vision and policy thinking in order to improve the quality of governance. The actions and decisions of the board are
aligned with the company’s best interests. The company has framed well defined guidelines and established a framework for
the meetings of the Board and Board committees.
Your Board comprises of Five (5) Executive Directors & Two (2) Non- Executive Independent Directors. The necessary
disclosures regarding committee positions have been made by all the Directors.
56
Board Procedure:
(A) Decision making process:
The Company has defined guidelines for the meetings of the Board of Directors and Committees thereof. These Guidelines
support in the decision making process at the meetings of Board/Committees, in an informed and efficient manner. The actions
of the board and decisions are aligned with the Company’s best interests. Frequent and detailed interaction sets the agenda
and provides the strategiv roadmap for the Company’s future growth.
The Board critically evaluates the Company’s strategic direction, management policies and their effectiveness. The agenda for
the Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual
strategic and operating plans and capital allocation and budgets.
(B) Scheduling and selection of Agenda items for Board /Committee Meetings:
I.
The meetings are convened by giving appropriate advance notice after obtaining approval of the Chairman of the Board/
Committee. Detailed agenda, management reports and other explanatory statements are circulated in advance in the
defined agenda format amongst the members for facilitating meaningful, informed and focused decisions at the
meetings. To address specific urgent need, meetings are also being called at a shorter notice. In case of exigencies or
urgency resolutions are passed by circulation.
II.
Where it is not practicable to attach any document or the agenda is of confidential nature, the same is tabled with the
approval of Managing Director. In special and exceptional circumstances, additional or supplemental item(s) on the
agenda are permitted. Sensitive subject matters are discussed at the meeting without written material being circulated.
III. The agenda papers are prepared by the concerned officials, supported by the concerned functional Directors and
submitted for obtaining final approval of the Managing Director, well in advance. Duly approved agenda papers are
circulated amongst the Board members by the Company Secretary and by the respective convener of the Committee.
!V. The meetings of the Board/Committees are generally held at the Company’s Corporate Office in Navi Mumbai.
V. The Board/Committee is given presentations covering Finance, Production, Operations, major Business Segments,
Human Resources, Marketing, Joint Venture operations etc. of the Company and for taking on record quarterly / annual
financial statements at the pre-scheduled Board/Committee meetings.
VI. The members of the Board/Committee have complete access to all information of the Company. The Board is also free to
recommend inclusion of any matter in agenda for discussion. Senior management officials are called to provide
additional inputs to the items being discussed by the Board/Committee, as and when necessary.
(C) Recording minutes of proceedings at the Board Meeting:
Minutes of the proceedings of each Board/Committee meeting are recorded. Draft minutes are circulated amongst all members
of the Board/ Committee for their critical appreciations and comments. The comments are incorporated in the minutes, which
are finally approved by the Chairman of the Board/Committee. These minutes are confirmed in the next Board/Committee
Meeting. The finalized minutes of the proceedings of the meetings are entered in the Minutes Book.
(D) Follow-up mechanism:
The guidelines for the Board/Committee Meetings facilitate an effective post meeting follow-up, review and reporting process
for the action taken on decisions of the Board and Committee. Functional Directors submit follow-up Action Taken Report (ATR)
on the areas of their responsibilities, at least once in a quarter, on the decisions/ instructions/directions of the Board.
57
(E) Compliance:
Every functional Director while preparing the agenda notes is responsible for and is required to ensure adherence to all the
applicable provisions of law, rules, guidelines etc. The Company Secretary has to ensure compliance to all the applicable
provisions of the Companies Act, 1956, Secretarial Standards issued by ICSI, SEBI Guidelines, Listing Agreement, and other
statutory requirements pertaining to capital market. A Quarterly Compliance Report (collected from all work centers)
confirming adherence to all the applicable laws, rules, guidelines and internal instructions/manuals including on Corporate
Governance is reviewed by the Audit & Ethics Committee and the Board.
The Composition Of the Board of Directors
As on March 31, 2014 the strength of Board of Directors was 7, comprising of 5 Executive Directors and 2 Non-Executive
Independent Directors.
The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in
business and industry, finance, management and marketing. The composition of the Board of Directors with reference to
number of Executive and Non-Executive Directors meets with the requirements of Clause 49 (1)(A) of the Listing Agreement.
None of the Directors on the Board is a member in more than ten Committees and Chairman of more than five Committees as
per Clause 49 (I) (c) (ii) ..
The day-to-day management of the Company is conducted by the Managing Director, subject to the supervision and control of
the Board of Directors.
The constitution of the Board as on March 31, 2014 was as under:
Name of the Directors
Other
Directorships
Number of other
Committee
Memberships
Committee
Chairmanships
Vice-Chairman & Managing Director
1
-
-
Mr. Gopi Chellapan Nair
Executive Non-Independent
-
-
-
Mr. Deepak Shenoy*
1
-
-
Mr. M.G. Subramaniam**
-
-
-
2
-
-
Chairman Non-Executive, Independent
-
-
-
Non-Executive, Independent
1
-
Mr. Srinivas Kamath***
Mr. Satish Shenoy****
Mr. Anand Kadam
58
Category
-
* Appointed w.e.f.13.08.2013
** Appointed w.e.f.02.07.2013
***Appointed w.e.f. 13.08.2013
**** Appointed w.e.f. 02.07.2013
(ii) Board Meetings and Attendance of Directors
Board meetings are conducted in accordance with the Articles of Association of the Company. The Board meets at regular
intervals to discuss and decide on business strategies/policies and financial performance of the Company.
During the year ended March 31, 2014,Nine (09) Board Meetings were held on 15/05/2013, 30/05/2013,02/07/2013, 16/07/2013,
13/08/2013, 29/08/2013, 12/11/2013, 23/12/2013, and 10/02/2014 .
Table hereunder gives the attendance record of the Directors at the Board Meetings held during 2013-14 :
Name of the Directors
Number
of
Meetings held
Board
Number of Board
Meetings attended
Whether attended last AGM held on
27/09/2013
09
09
Present
Mr. Gopi Chellapan Nair
09
07
Present
Mr. Deepak Shenoy*
09
02
Present
Mr. M.G. Subramaniam**
09
06
Present
Mr. Srinivas Kamath***
09
03
Present
Mr. Satish Shenoy****
09
06
Present
Mr. Anand Kadam
09
08
Absent
Mr. Pankaj Joshi #
09
00
Absent
Mr. Biswanath Patnaik ##
09
00
Absent
Mr. Shridhar Shetty ###
09
02
Absent
Mr. Srushti Mody####
09
02
Absent
Mr. Venkatraman G.S.#####
09
03
Absent
Mr. Rajkumar Dohare ######
09
03
Absent
* Appointed w.e.f.13.08.2013
** Appointed w.e.f.02.07.2013
***Appointed w.e.f. 13.08.2013
**** Appointed w.e.f. 02.07.2013
# Mr. Pankaj Joshi appointed on 02.07.2013 and resigned w.e.f. 31.08.2013.
## Mr. Biswanath Patnaik appointed on 02.07.2013 and resigned w.e.f. 31.08.2013.
### Mr. Shridhar Shetty resigned w.e.f. 01.07.2013.
#### Ms. Srushti Mody resigned w.e.f. 02.07.2013.
##### Mr. Venkatraman G.S. resigned w.e.f. 02.07.2013.
###### Mr. Rajkumar Dohare resigned w.e.f. 02.07.2013.
59
Role of the Company Secretary in overall governance process:
The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The
Company Secretary ensures that all relevant information, details and documents are made available to the Directors and
senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to ensure
compliance with applicable statutory requirements and is the interface between the management and regulatory authorities
for governance matters. All the Directors of the Company have access to the advice and services of the Company Secretary.
(C) Board Committees:
Presently, the Board has four committees: the Audit Committee, Nomination Committee and Remuneration Committee,
Stakeholders Relationship Committee, Investment Committee, Corporate Social Responsibility Committee. The Audit Committee
consists of two non-executive independent directors and one executive director whereas the Remuneration Committee consists
of two independent and one Executive Director. Stakeholders Relationship Committee consist of one executive director and two
non-executive independent directors and Investment Committee consist of two non-executive independent directors and one
executive director. The minutes of these committee meetings are submitted to the Board for approval/confirmation. Corporate
Social Responsibility Committee consist of one Non- executive Director and two executive director.
The Board is responsible for the constitution, co-opting and fixing the terms of reference for the said Committees.
(i) Audit Committee Terms of reference
(a) Primary objectives of the Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement entered
into with the stock exchange read with Section 292A of the Companies Act, 1956.
The role of the Audit Committee includes the following:
a) Overseeing financial reporting processes and the disclosure of financial information, to ensure that the financial
statements are correct, sufficient and credible;
b) Recommending to the Board, audit fees payable to Statutory Auditors appointed by the board.;
c) Reviewing with management the periodic financial statements/results before submission to the Board, focusing primarily
on:
 Matters required to be included in the Directors’ Responsibility Statement ;
 Any changes in accounting policies and practices;
 Major accounting entries based on exercise of judgement by the management;
 Qualifications in draft audit report;
 Significant adjustments arising out of the audit;
 The going concern assumption;
 Compliance with accounting standards;
 Compliance with listing agreement and legal requirements concerning financial statements;
 Any related party transactions i.e. transactions of the company of material nature, with promoters or the
management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the company at
large;
d) Reviewing with the management, Statutory Auditors, and Internal audit reports, adequacy of internal control systems
and recommending improvements to the management;
60
e)
Reviewing the adequacy of internal audit function, approving internal audit plans and efficacy of the functions including
the structure of the internal audit department, staffing, reporting structure, coverage and frequency of internal audits;
f)
Discussion with internal auditors any significant findings and follow-up thereon;
g)
Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
h)
Discussion with the Statutory Auditors before the audit commences, the nature and scope of audit, as well as post-audit
discussion including their observations to ascertain any area of concern;
i)
Reviewing the Company’s financial and risk management policies;
j)
Reviewing Quarterly Compliance Report confirming adherence to all the applicable laws, rules, guidelines, instructions
and internal instructions/manuals including on Corporate Governance principles;
k)
Reviewing the management discussion and analysis of financial condition and results of operations, statement of
significant related party transactions, management letters/letter of internal control weaknesses issued by the statutory
auditors, internal audit reports; and
l) Reviewing the financial statements and in particular the investments made by the unlisted subsidiaries of the Company.
m) Matters relating to Corporate Governance including Ethics in business.
Minutes of the meetings of the Audit Committee are approved by the Chairman of the Committee and are noted and
confirmed by the Board in its next meeting.
(b) The terms of reference of the Audit Committee broadly are as under:
Overseeing our Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditor and fixation of audit fees.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
Appointment, removal and terms of remuneration of internal auditors
Reviewing, with the management, the annual financial statements before submission to the Board for approval, with
particular reference to:
2.
3.
4.
5.







6.
7.
Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (2AA) of Section 217 of the Companies Act 1956;
Changes, if any, in accounting policies and practices and reasons for the same;
Major accounting entries involving estimates based on the exercise of judgment by management;
Significant adjustments made in the financial statements arising out of audit findings;
Compliance with listing and other legal requirements relating to the financial statements;
Disclosure of any related party transactions;
Qualifications in the draft audit report;
1.
Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the
Board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds
of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
61
8. Monitoring the use of the proceeds of the proposed initial public offering of the Company.
9. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control
systems;
10. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal
audit;
11. Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors;
12. Discussion with internal and statutory auditors on any significant findings and follow up there on;
13. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
14. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post
-audit discussion to ascertain any area of concern;
15. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of nonpayment of declared dividends) and creditors;
16. To review the functioning of the Whistle Blower mechanism, when the same is adopted by the Company and is existing;
17. Carrying out any other function as may be statutorily required to be carried out by the Audit Committee;
18. The Audit Committee shall mandatorily review the following information:





Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the audit committee), submitted by management;
Management letters / letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the
Audit Committee.

Financial statements, in particular, the investments made by the unlisted subsidiary company.
(c) Composition
The Audit Committee is constituted in accordance with the Corporate Governance Code of the Listing Agreement and the provisions
of the Companies Act, 1956. The statutory auditors are invited to the Audit Committee Meetings whenever required.
The Audit Committee comprises of two non-executive independent directors and one executive director, namely:
Mr. Satish Shenoy is the Chairman of the Audit Committee.
62
Sr.No.
Names of the Directors
Designation
1
Mr. Satish Shenoy
Chairman Independent
2
Member Executive
3.
Mr. Anand Kadam
Member Independent
(d) Audit Committee Meetings and Attendance during the financial year ended 31st March, 2014.
During the financial year 2013-2014, Five Audit Committee Meetings were held on 30/05/2013 , 02/07/2013,13/08/2013,
12/11/2013, and 10/02/2014.
S.No.
Name of Director
No. of meetings attended
1.
Mr. Satish Shenoy*
2
2.
Mr. Shridhar Shetty**
1
3
Mr. Gopi Nair
2
4
Ms. Srushti Mody***
2
5
Mr. Anand Kadam
2
6
Mr. M.G. Subramainam
3
* Appointed w.e.f. 02/07/2013
** Resigned w.e.f. 01/07/2013
*** Resigned w.e.f. 02/07/2013
The Audit Committee was reconstituted during the year under review due to resignation tendered by Ms. Shrushti Mody, Mr.
Shridhar Shetty as Director of the Company. The composition of said reconstituted committee is as under:
Sr.No.
1
Name of the director
Mr. Satish Shenoy
Designation
2
Member Executive
3
Mr. Anand Kadam
Member Independent
(ii) Nomination and Remuneration Committee:
S.No.
Name of the Director
Designation
1.
Chairman Executive
2.
Mr. Anand Kadam
Member Independent
3.
Mr. Satish Shenoy
Member Independent
The broad terms of reference of the Nomination & Remuneration Committee is to ensure that the remuneration practices of
the Company in respect of the Senior Executive, including the Executive Directors are competitive keeping in view prevailing
compensation packages in the Industry so as to recruit and retain suitable individual(s) in such capacity.
63
Directors’ Remuneration :
The aggregate remuneration comprising of salary and perquisites paid to Mr. Murugan M. Thevar, Vice-Chairman & Managing
Director ,Mr. Gopi Nair, Mr. M.G. Subramaniam, Mr. Deepak Shenoy, Mr. Srinivas Kamath and Executive Directors for the year
ended March 31, 2014 are as follows:
S. no.
Name of Director
Amount of Remuneration (Rs. In Lacs)
1
2
Mr. Gopi Nair
60
12
3
Mr. Deepak Shenoy
12
4
12.50
5
Mr. Srinivas Kamath
8
The Company does not have any stock option plans.
(iii) Stakeholders Relationship Committee.
The Stakeholders Relationship Committee was reconstituted during the year under review due to resignation tendered by Mr.
Sridhar Shetty and Ms. Shrushti Mody as Directors of the Company. The composition of the reconstituted committee is as
under:
Sr.No.
Designation
1
Mr. Satish Shenoy
2
Mr. Anand Kadam
Member Independent
3
Member Executive
The said Committee among other functions considers and review redressal of shareholders' complaints regarding non receipt of
balance sheets and transfer of shares as per Clause 49 of the Listing Agreement.
There were no pending complaints from the shareholders as on March 31, 2014.
The terms of reference of the Stakeholders Relationship Committee are as follows:
Stakeholders Relationship Committee is responsible for the redressal of shareholders and investors’ grievances and oversees
performance of the registrars and transfer agents of the Company and recommends measures for overall improvement in the
quality of investor services. This committee also monitors the implementation and compliance of our Code of Conduct for
Prohibition of Insider Trading pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992, as amended. In compliance of the provisions of Clause 49 of the listing agreements with the Stock
Exchanges, its terms of reference include the following:
1.
2.
Efficient transfer of Equity Shares; including review of cases for refusal of transfer / transmission of shares and
debentures;
Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of
Equity Shares and issue of duplicate/split/consolidated share certificates;
3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and
other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and
debentures;
4. Allotment and listing of shares in future;
64
5.
Review of cases for refusal of transfer / transmission of shares and debentures;
6.
Reference to statutory and regulatory authorities regarding investor grievances;
7.
Ensure proper and timely attendance and redressal of investor queries and grievances;
8.
To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers;
9.
To review from time to time the secretarial department;
10. investor relations and redressal of shareholders grievances in general and relating to non receipt of declared dividends,
interest, non- receipt of balance sheet etc.
11. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to
be attended to by such committee.
Details/Status of shareholders complaints during the year ended 31 st March, 2014:
Complaints Received: NIL
Complaints Satisfied: NIL
Complaints Pending: NIL
Investor Relations Cell
In line with global practices, the Company is committed to maintain, the highest standards of Corporate Governance,
reinforcing the relationship between the Company and its Shareholders. ‘Investors contact’ with information frequently
required by investors and analysis, on Company’s corporate website: www.sudarindustries.com . This website provides updates
on financial statements, investor-related events and presentations, annual reports, dividend information and shareholding
pattern along with media releases, company overview and report on Corporate Governance etc.
The inplace reserve information will help tremendously in arriving at investment decision by FIIs, OCBs, NRIs, Institutional
Investors and the small shareholders. Also existing and potential investors will be able to interact with the company through
this link for their queries and seeking information.
A Core Team comprising of senior, seasoned and experienced officials, headed by Director had been assigned the
responsibilities for up-keeping the said link and also to serve as a platform for the shareholders to express their opinions, views,
suggestions, etc. to understand the influencing factors in their investment decision-making process. Besides, the said team is
also instrumental to maintain close liaison and to share information through periodic meets including tele-conferencing in India
and abroad, regular press meets with investment bankers, research analysts, the media, institutional investors etc. The
Company is committed to take such other steps as may be necessary to fulfill the expectations of the stakeholders.
(iv) Investment Committee:The Investment Committee was reconstituted during the year under review due to resignation tendered by Mr. Shridhar Shetty
and Ms. Srushti Mody as Director of the Company. The composition of the reconstituted committee is as under:
Mr. Deepak Shenoy
Mr. Satish Shenoy
Designation
Chairman Executive
Member Executive
Member Independent
Sr.No.
1
2
3
65
The Terms of Reference of Investment Committee:
Subject to the powers and duties of the Board and to the requirements of the Companies Act, 1956, the Investment
Committee will perform the following duties:
1) Investment Statements and Risk Policy:
Review and recommend to the Board at least annually:
(a) the Investment Statements; and
(b) the Risk Policy.
2) Implementation of Investment Policies:
Receive reports on the implementation of the Investment Statements and the Risk Policy.
3) Compliance with Investment Statements and Risk Policy:
Review, evaluate and approve procedures that Management has implemented to monitor compliance with the Investment
Statements and the Risk Policy by receiving Management’s annual report on specified internal controls audited by the
external auditor.
4) External Managers – Criteria and Process for Selection:
Oversee the criteria and process for the selection of external investment managers with discretionary authority to invest
the assets of the Company.
5) Engagements of External Managers:
Approve the engagement of investment managers with discretionary authority to invest the assets of the Company.
6) External Managers – Monitoring:
Oversee the process for monitoring external investment managers with discretionary authority to invest the assets of the
Company.
7) Custodian:
Approve the selection of custodians.
8) Investment Transactions:
Approve Investment Transactions (as defined in the Authorities Policy) specifically outlined in the Authorities Policy.
9) Other:
Carry out other duties as may be determined from time to time by the Board.
10) Accountability:
The Investment Committee shall report its discussions to the Board by distributing the minutes of its meetings and, where
appropriate, by oral reports at Board meetings.
11) To assess the Plan recommended by the Committee and make appropriate recommendation to the Board.
66
12) To review on an ongoing basis the appropriateness of the Plan in the light of economic and business conditions affecting
the Company, and make recommendations for Board approval as may be appropriate.
13) To ensure that investments are made in accordance with the plan.
14) To provide the Board quarterly reports on investment performance.
15) To meet at least quarterly.
16) To monitor performance, including the performance of outside investment managers, to ensure that investment returns
fall within acceptable limits.
17) To provide independent input to the Board on overall investment strategy and portfolio positioning matters, as required.
18) To review the governance process and policies in place on an annual basis and provide appropriate assurance to the Board.
19) To consider and if appropriate approve any specific investments in excess of Plan limits.
20) To consider and if appropriate recommend to the Board for approval any changes in limit thresholds above which the Board
refers to the Investment Committee.
v) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE/CSR COMMITTEE:
With the belief in the philosophy of responsible corporate citizenship and sustainable growth, Sudar considers social institution
building as one of its main purposes. Increasing its commitment, Sudar built a comprehensive community development
programme to support initiatives in the field of health, safety, education, infrastructure development, environment, relief and
assistance in the event of a natural disaster, livelihood support, promoting sports and sportsmen and contributions to other
social development organizations through collaborations with several NGOs. Besides this, Sudar aims at developing technoeconomically viable and environment-friendly products and services for the benefit of millions of its consumers while ensuring
high safety and environment protection standards.
The composition of the committee is as under :
Sr.No.
Designation
Designation
1
2
3
Mr. Satish Shenoy
Managing Director
Whole Time Director
Chairman
Member
Member
Terms and scope of CSR Committee are given as under:
For carrying out CSR activities, 80% of the budgeted amount should be spent within the radius of 25 Km of the Company and
20% of the budget would be spent on CSR activities within the State/States in which the subsidiary companies are operating.
Chairman/Managing Directors of the subsidiary companies shall exercise their DOP for according approval for the project
within the ceiling limit of said 20% budget.
CSR should be broadly executed by Company (H) in the areas, which are beyond the jurisdiction of subsidiary companies.
Further CSR for the loss making companies should be undertaken by Company (H). Besides, Board of Company (H) may extend
to initiate specific projects abroad, under special circumstances.
The poor and needy Section of the Society living in different parts of India would normally be covered. The CSR Programme will
also cover the existing components of Special Corporate Plan (SCP) and Tribal Sub Plan (TSP) for development of the SC and ST
population besides development components for the entire population.
67
Scope
i.
ii.
iii.
iv.
v.
vi.
Education
Water Supply including drinking water
Health care by providing Indoor medical facilities and medicines
Environment
Social Empowerment
Infrastructure for Village Electricity/Solar Light/Pawan Chaki etc. Recurring expenditure should be borne by the
beneficiaries
vii. Sports and culture
viii. Generation of employment & setting up Co-operative Society
ix. Infrastructure Support
x. Grant/donation/financial assistance/sponsorship to reputed NGOs of the Society/locality doing/involve in up-liftment of
the standard of the society
xi. Heritage sites in the CSR purview ensuring involvement of employee’s representatives in this Project
xii. Empowerment of women for education/health & self employment
xiii. Relief of victims and Natural Calamities like Earth Quake, Cyclone, Draught and Flood situation in any part of the country
xiv. Disaster Management Activities including those related to amelioration/ Mitigation
xv. Collection of old cloths from the employees and distribution in the nearby village by utilizing the platform of Mahila Sabha
of the Company, Club (Executives & Non-executives) and Women in Public Sector
xvi. Development of smokeless fuel out of coal and also arrangement for distribution of efficient Chula to the villagers
xvii. Adoption of village for carrying out the activities like infrastructural development e.g. Road, water supply, electricity and
community center etc.
General Body Meetings:
Details of last three Annual General Meetings are given here under:
Year
Date
Venue
Time
2011
September 20
11.00 A.M.
2012
September, 27
2013
September, 27
The Regenza by Tunga,Plot No. 37, Sector30-A, Vashi, Navi
Mumbai 400 703.
Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur
Taluka, Raigad District, Maharashtra 410 222
Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur
Taluka, Raigad District, Maharashtra 410 222
11.00 A.M.
11.00 A.M.
Special Resolutions:
Details of Special Resolutions passed at last three Annual General Meetings:
Date
Particulars
September 20, 2011
1. Issue of GDR and/or ADR by way of Follow-on Public Offer (FPO) in Europe, USA or other countries.
2. Issue of share by way of private placement to Qualified Institutional Buyer (QIBs).
68
September 27, 2012
No Special Resolution had been passed in 11th Annual General Meeting.
September 27, 2013
No Special Resolution had been passed in 12th Annual General Meeting.
During last three financial years, following Extra Ordinary General Meetings were held.
Date
Particulars
February 18, 2010
Conversion of Private Limited Company into Public Limited Company
March 8, 2010
Shifting of Registered Office of the Company from Mumbai to Navi Mumbai
March 15, 2010
Issue of 35,95,900 Bonus Shares(Equity shares) in the ratio of 1:4
March 30, 2010
Preferential Allotment of 49,64,100 Equity Shares
July 20, 2010
Further Issue of 90,88,000 Equity shares through Initial Public Offering (IPO)
Postal ballots:
During the financial year under review no Postal Ballot had been conducted.
Disclosures:
(i) Related Party Transactions:
There is no related party transaction during the financial year ended March 31, 2014.
(ii) Compliances by the Company:
There is NIL non-compliance by the Company and there are no penalties, strictures imposed by the Stock Exchange, SEBI or any
other statutory authority on any matters related to capital markets.
(iii) Whistle Blower Policy and Access of personnel to the Audit Committee:
The Company has not established the non-mandatory requirement of Whistle Blower Policy. However, the Company's personnel
have access to the Chairman of the Audit Committee in cases of unethical behavior, frauds and other grievances. No employee of
the Company has been denied access to the Audit Committee.
(iv) Compliance with the Mandatory requirements and implementation of the Non-mandatory requirements:
The Company has taken up steps to ensure that the requirements of the Clause 49 of the listing agreement and complied with. The
Company is endeavoring its efforts to implement to with mandatory requirements.
(F) Means of Communication:
2.
3.
The quarterly results as well as the proceedings of the Annual General Meeting are submitted to the BSE Limited and the
National Stock Exchange of India Ltd. immediately after the conclusion of the respective meeting and also published in the
newspapers as per the provisions of the Listing Agreement.
No presentations were made to the institutional investors or to analysts during the year under review,
The Management Discussion and Analysis Report forms part of this Annual Report.
1.
(G) Certificate on Corporate Governance:
As required by Clause 49 of the Listing Agreement, a Certificate issued by M/s. Suresh Hegde & Company, Statutory Auditors
of the Company, regarding compliance of conditions for Corporate Governance is given as an annexure to this Report.
(H) CEO Certification:
As required by Clause 49 of the Listing Agreement, the certification by the CEO i.e. the Vice Chairman and Managing Director’s is
annexed to this Annual Report.
69
(i) General Shareholders' Information:
Annual General Meeting:
Day, Date and time
Venue
Day/Date/Time
Friday, September 26, 2014, 10 a.m
Plot No. 27 & 29, Village: Paud,Mazgaon Road, Khalapur Taluka,
Raigad District, Maharashtra – 410 222.
(ii) Financial Calendar (tentative and subject to change)
Financial reporting for quarter ended
June 30, 2014
by August 14, 2014
September 30,2014
by November 14, 2014
December 31, 2014
by February 14, 2015
March 31,2015
by May 30, 2015
Annual General Meeting for the year ended March 31,2015 on or before September 30,2015.
(iii) Book Closure date:
The Register of Members shall remain closed from Friday September 19,2014 to Friday September 26, 2014 (both days inclusive) for
the purpose of ensuing 13th Annual General Meeting.
(iv) Announcement of Dividend:
The Board of Directors has not recommended any dividend for the financial year ended March 31,2014.
(v)
(vi)
70
Registered Office
Plot No. 27 & 29,Village: Paud,
Mazgaon Road, Khalapur Taluka,
Corporate Office
The Landmark, 901-906, 9th Floor, Sector 7, Plot no. 26A,
Kharghar, Navi Mumbai 410210
Email: [email protected]
Website: www.sudarindustries.com
Listing on Stock Exchange and fees for 2014-15
The Company is Listed on BSE Limited and National Stock
Exchange of India Limited and listing fees for the said financial year
has been paid.
(vii)
Stock Exchange Code
BSE :533332; NSE: SUDAR
(viii)
Disclosure regarding re-appointment of director
Pursuant to the provisions of Section 152 (6) Companies Act,
2013, Mr. M.G. Subramaniam shall retire by rotation at the
forthcoming Annual General Meeting and is eligible for
reappointment. The Board has recommended the reappointment of Mr. M.G. Subramaniam as Director of the
Company.
(ix)
Stock Market Data
Month
BSE High
BSE Low
NSE High
NSE Low
April,2013
26.4
13.8
26.35
13.75
May,2013
18
8.8
18
8.8
June,2013
14.12
8.76
13.95
8.75
July,2013
10.44
7.22
10.4
7.3
August,2013
8.4
5.64
8.25
5.8
September,2013
11.73
6.46
11.75
6.85
October,2013
22.32
11.4
22.25
10.7
November,2013
32.7
22.35
32.65
22.4
December,2013
25.5
17.75
25.75
17.3
January,2014
24.4
15.05
24.5
14.65
February,2014
March,2014
22.85
22
17.6
17.45
22.6
21.5
17.6
17.25
(x)
Registrar & Share Transfer Agents
Registrar and Share Transfer Agents
Link Intime India Private Limited
C 13 Pannalal Silk Mills, Bhandup (West),
Mumbai - 400078, India.
Contact Person: Ms. Sarita Mote
Designation : Officer
Phone: +91 - 22 - 2594 6970
Fax: +91 - 22 - 2594 6969
Email: [email protected]
(xi)
Share Transfer Systems
Shares sent for physical transfer are generally registered and returned within a period of 30 days* from the date of receipt, if the documents are proper in all respects. The Shareholders / Investors Grievance Committee meets
as often as required. As per the revised Clause 49 of the Listing Agreement and to expedite the process of share transfers, the Board has delegated the powers of share transfers and related matters to Mr. Murugan
M. Thevar, Vice-Chairman and Managing Director and Company Secretary,
who shall attend to share transfer formalities at least once in a fortnight.
*Note : Vide SEBI circular No.CIR/MIRSD/8/2012 dated July 05, 2012 the time-line of 30 days for registering the transfer of
shares has been reduced to 15 days and it came into force w.e.f. October 01, 2012.
71
(xii) Distribution of Shareholding pattern as on March 31, 2014
No. of Equity Shares
Shareholders
Number
1 - 500
501 - 1,000
1876
Shares
% to total Shareholders
71.7125
Number
% to total Capital
2,78,706
1.2386
281
10.7416
2,33,063
1.0358
1,001 - 2,000
191
7.3012
2,76,719
1.2298
2,001 - 3,000
66
2.5229
1,72,904
0.7684
3,001 - 4,000
37
1.4144
1,32,512
0.5889
4,001 - 5,000
32
1.2232
1,51,989
0.6755
5,001 - 10,000
54
2.0642
4,03,539
1.7934
10,001 - above
79
3.0199
2,08,51,920
92.6696
2616
100
2,25,01,352
100
Total
The Shares of the Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. and hence facilitates liquidity.
(I) (a)
Statement showing Shareholding Pattern
Name of the Company: Sudar Industries
Limited
Scrip Code, Name of the scrip, class of
security:
BSE- 533332 , NSE- SUDAR ;Equity
Quarter ended:
31.03.2014
No. of partly
paid-up shares
As a % of total no. of
partly paid-up shares
As a % of total no. of shares of the company
Held by Promoter /
Promoter Group
0
0.0000
0.0000
Held by public
0
0.0000
0.0000
Total
0
0.0000
0.0000
No. of outstanding securities
As a % of total No. of
outstanding convertible securities
Held by Promoter /
Promoter Group
0
0.0000
0.0000
Held by public
0
0.0000
0.0000
Total
0
0.0000
0.0000
No. of warrants
As a % of total no. of
warrants
Held by Promoter /
Promoter Group
0
0.0000
0.0000
Held by public
0
0.0000
0.0000
Total
Total paid-up capital of
the company assuming
full conversion of warrants and convertible
securities
0
0.0000
0.0000
Partly paid-up shares:-
Outstanding convertible securities:-
Warrants:-
72
As a % of total no. of shares of the company, assuming full conversion of the convertible securities
As a % of total no. of shares of the company, assuming full conversion of warrants
22501352
Category
Code
Category of
shareholder
Number
of
shareho
lders
Total
shareholding as
a percentage of
total number of
shares
Number of
shares
Total
number
held in
of shares
dematerialised
form
(I)
(II)
(A)
Promoter
and
Promoter
Group
1
(a)
Indian
(b)
(c)
(d)
(e)
2
(a)
(b)
Individuals/
Hindu
Undivided
Family
Central
Government/
State
Government
(s)
Bodies
Corporate
Financial
Institutions /
Banks
Any Other
(specify)
Sub Total (A)
(1)
(III)
(IV)
(V)
Shares pledged or
otherwise encumbered
As a
percentage
of (A+B)
As a
percentage of
(A+B+C)
Number of
shares
As a
percentage
(IX) =
(VI)
(VII)
(VIII)
(VIII)/(IV)*100
3
80,12,946
80,12,946
35.61
35.61
65,29,339
81.4849
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
3
80,12,946
80,12,946
35.61
35.61
65,29,339
81.4849
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
0
0
0
0.00
0.00
0
0.0000
3
80,12,946
80,12,946
35.61
35.61
65,29,339
81.4849
Foreign
Individuals
(NonResident
Individuals/
Foreign
Individuals)
Bodies
Corporate
Institutions
(d)
(e)
Qualified
Foreign
Investors
Any Other
(specify)
Sub Total (A)
(2)
Total
Shareholding
of Promoter
and
Promoter
Group (A)=
(A)(1)+(A)(2)
(c)
73
(B)
1
(a)
(b)
(c)
Institutions
Mutual
Funds/UTI
Financial
Institutions /
Banks
Central
Government/
State
Government
(s)
(d)
Venture
Capital Funds
(e)
Insurance
Companies
Foreign
Institutional
Investors
Foreign
Venture
Capital
Investors
Qualified
Foreign
Investors
(f)
(g)
(h)
(I)
2
(a)
(b) (i)
(ii)
74
Public
shareholding
0
0
0
0.00
0.00
-
-
0
0
0
0.00
0.00
-
-
0
0
0
0.00
0.00
-
-
0
0
0
0.00
0.00
-
-
0
0
0
0.00
0.00
-
-
1
85,000
85,000
0.38
0.38
-
-
0
0
0
0.00
0.00
-
-
0
0
0
0.00
0.00
-
-
Any Other
(specify)
0
0
0
0.00
0.00
-
-
Sub Total (B)
(1)
1
85,000
85,000
0.38
0.38
148
1,04,65,913
1,04,65,913
46.51
46.51
-
-
2321
13,57,735
13,57,732
6.03
6.03
-
-
37
22,64,186
22,64,186
10.06
10.06
-
-
Noninstitutions
Bodies
Corporate
Individuals shareholders
holding
nominal share
capital up to
Rs 1 Lakh
Individual
shareholders
holding
nominal share
capital in
excess of Rs. 1
Lakh
Category
code
Category of
shareholder
Number of
shareholder
s
Total
number
of shares
Number of
shares
held in
dematerialized
form
Total
shareholding
as a
percentage of
total number
of shares
Number
of
Shares
(A+B)
As a
percentag
e of
(A+B+C)
(VI)
(VII)
(VIII)
As a
percentage of
(I)
(II)
(III)
(IV)
(V)
Shares pledged or
otherwise
encumbered
As a
percentage
(IX) =
(VIII)/(IV)
*100
(c)
(d)
Qualified Foreign
Investors
Any Other
1
40,000
40,000
0.18
0.18
OFFICE BEARERS
0
0
0
0.00
0.00
25
24,442
24,442
0.11
4
341
341
0
0
76
-
-
0.11
-
-
0.00
0.00
-
-
0
0.00
0.00
-
-
2,50,789
2,50,789
1.11
1.11
-
-
0
0
0
0.00
0.00
-
-
0
0
0
0.00
0.00
-
-
Sub Total (B)(2)
2612
1,44,03,406
1,44,03,403
64.01
64.01
-
-
Total Public
Shareholding
Public Group (B)=
(B)(1)+(B)(2)
2613
1,44,03,406
1,44,88,403
64.39
64.38
Total (A)+(B)
2616
2.25,01,352
2,25,01,349
100.00
99.99
NA
6,529,33
9
29.02
Promoter and
Promoter group
0
0
0
0.00
0.00
0
0.0000
Public
0
0
0
0.00
0.00
0
0.0000
Sub Total ( C )
0
0
0
0.00
0.00
0
0
2616
2.25.01.352
2.25.01.349
100.00
99.99
6,529,33
9
29.02
i
ii
iii
Non Resident
Indians (Repat)
Non Resident
Indians (Non
Repat)
FOREIGN
NATIONALS
iv
v
Clearing Member
OTHER
DIRECTORS
vi
TRUSTS
NA
(C)
Shares held by
custodians and
against which
Depository
Receipts have
been issued
i
ii
GRAND TOTAL
(A)+(B)+(C)
75
Dematerialization of Shares and liquidity
The Company has established connectivity with Central Depository Services (India) Limited and National Securities Depository Limited for dematerialization of shares and the same are
available in electronic segment under ISIN No. INE384L01017.
As on March 2014, 22501352 Equity Shares representing 100%
of the total paid up capital had been dematerialized.
(xiv)
Outstanding GDRs /ADRs / Warrants or any
convertible instruments, conversion date
and likely impact on equity.
Till date, the Company has not issued any GDRs / ADRs /Warrants
or any other convertible instruments.
(xv)
Plant Location
The Plant of the Company is situated at:
Khalapur Factory
Plot No. 27 & 29,Village: Paud,
Mazgaon Road, Khalapur Taluka,
(xiii)
Vadodara Factory
S.No. 444 ECPL Road, Luna Village, Tal. Padra, Dist. Vadodara,
Gujarat
CODE OF CONDUCT DECLARATION
The Company is committed to conducting business in accordance with the highest standards of business ethics and complying
with applicable laws, rules and regulations. A code of conduct, evolved in line with the industry practices was adopted by the
Board on the recommendations of Audit Committee and all Members of the Board and Senior Management i.e. ‘Key
Executives’ have confirmed compliance with the Code of Conduct for the year under review. A copy of the Code has been
placed on the Company’s website www.sudarindustries.com
A declaration signed by Vice Chairman & Managing Director is given below:
“I hereby confirm that:
The Company has obtained from the Members of the Board and Key Executives, (Senior Management Personnel) affirmation
that they have complied with the Code of Conduct for Directors and Senior Management in respect of the financial year
2013-14.
PLACE: NAVI MUMBAI
76
MURUGAN M. THEVAR
VICE CHAIRMAN & MANAGING DIRECTOR
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of
We have examined the compliance of conditions of Corporate Governance by SUDAR INDUSTRIES LIMITED for the year ended
on March 31, 2014 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. However,
with regard to appointment of independent director the Company is making all efforts in identifying and appointment of
independent director.
We have to state that in respect of investors' grievances, no investor grievances are pending for a period exceeding one month
against the Company as per the records maintained by the Stakeholders Relationship Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
FOR SURESH HEGDE & CO.,
CHARTERED ACCOUNTANTS
CA SURESH HEGDE
MEMBERSHIP NO. 118493
AUDITORS’ CERTIFICATE
PLACE: NAVI MUMBAI
77
CERTIFICATION BY VICE CHAIRMAN & MANAGING DIRECTOR
I, Murugan M. Thevar, Vice Chairman & Managing Director of SUDAR INDUSTRIES LIMITED, to the best of my knowledge and
belief, certify that:
1.
I have reviewed the balance sheet and profit and loss account and all the schedules and notes on accounts, as well as
the cash flow statements, and the directors' report;
2.
Based on my knowledge and information, these statements do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the statements made;
3.
Based on my knowledge and information, the financial statements, and other financial information included in this
report, present in all material respects, a true and fair view of the Company's affairs, the financial condition, results of
operations and cash flows of the Company as of, and for, the periods presented in this report, and are in compliance
with the existing accounting standards and / or applicable laws and regulations;
4.
To the best of my knowledge and belief, no transactions entered into by the Company during the year are fraudulent,
illegal or violative of the Company's code of conduct;
5.
I am responsible for establishing and maintaining disclosure controls and procedures and internal controls over
financial reporting for the Company, and i have:
a. designed such disclosure controls and procedures to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c. Evaluated the effectiveness of the Company's disclosure, controls and procedures; and
d. disclosed in this report any change in the Company's internal control over financial reporting that occurred during
the Company's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
6.
I have disclosed based on my most recent evaluation, wherever applicable, to the Company's auditors and Board of
Directors (and persons performing the equivalent functions):
78
a. all deficiencies in the design or operation of internal controls, which could adversely affect the Company's ability to
record, process, summarize and report financial data, and have identified for the Company's auditors, any material
weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies;
b. Significant changes in internal controls during the year covered by this report;
c. All significant changes in accounting policies during the year, if any, and that the same have been disclosed in the
notes to the financial statements; and
d. Instances of significant fraud of which we are aware, that involve the Management or other employees who have a
significant role in the Company's internal controls system.
7.
In the event of any materially significant misstatements or omissions, I will return to the Company that part of any
bonus or incentive or equity-based compensation, which was inflated on account of such errors, as decided by the
audit committee;
8.
I affirm that I have provided protection to 'whistleblowers' from unfair termination and other unfair or prejudicial
employment practices; and
I further declare that all Board members and senior managerial personnel have affirmed compliance with the code of
conduct for the current year.
BY ORDER OF THE BOARD OF DIRECTORS
PLACE : NAVI MUMBAI
MURUGAN M. THEVAR
VICE CHAIRMAN & MANAGING DIRECTOR
CERTIFICATION
9.
79
FINANCIAL SECTION
80
AUDITOR’S REPORT
To the members of
We have audited the attached Balance Sheet of Sudar Industries Limited as at 31 st March 2014, the Profit and Loss Account
and also the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the
responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based
on our audit.
MANAGEMENT’S RESPONSIBILITY:
Management is responsible for the preparation of these financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under
the Companies Act,1956(the Act) read with General Circular 15/2013 dated 13 th September,2013 of the Ministry of Corporate
Affairs in respect of Section 133 of the Companies Act,2013 and accordance with the accounting principles generally accepted
in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITOR’S RESPONSIBILITY:
Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in
accordance with Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether financial
statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedure selected depends on auditor’s judgment, including the assessment of the risk of material
misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating
the overall presentation of the financial statement.
FINANCIAL SECTION
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION:
In our opinion and to the best of our information and according to the explanations given to us, the said accounts read
together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act,
1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally
accepted in India:
81
i)
In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31 st March 2014;
ii)
In so far as it relates to the Profit & Loss Account, the profit of the company for the year ended on that date; and
iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.
REPORT ON OTHER LEGAL & REGULATION REQUIREMENTS:
1.
As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters
specified in paragraphs 4 and 5 of the said order.
2. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:
a)
We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
for the purpose of our audit.
b) In our opinion, proper books of account, as required by the law, have been kept by the company, so far as appears from
our examination of those books.
c)
The Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report are in agreement
with the books of account.
d) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statement comply with Accounting
Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013.
e)
In our opinion, and based on information and explanation given to us, none of the Directors are disqualified as on 31st
March 2014 from being appointed as Directors in term of section 274(1)(g) of The Companies Act, 1956.
FOR MUKESH MEHTA & ASSOCIATES
FOR SURESH HEGDE & CO.
Chartered Accountants
CA MUKESH MEHTA
CA SURESH HEGDE
Membership No. 100407
FRN: 116309W
FRN: 125795W
Place: Mumbai
Date: May 28, 2014
82
ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITOR'S REPORT ON THE ACCOUNTS OF SUDAR INDUSTRIES
LIMITED FOR THE YEAR ENDING 31ST MARCH, 2014
As required by the Companies (Auditor's report) Order, 2003 issued by the Central Government of India in terms of
section 227(4-A) of the Companies Act, 1956, we report that:
2
3
4
In respect of fixed assets:
(a)
The company has maintained proper records showing full particulars, including quantitative details and situation
of fixed assets on the basis of available information.
(b)
As explained to us, all the fixed assets have been physically verified by the management during the year at
reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the
nature of assets. No material discrepancies were noticed on such physical verification.
(c)
In our opinion the Company has not disposed off any substantial/major part of fixed assets during the year and
the going concern status of the company is not affected.
In respect of its inventories:
(a)
The inventories have been physically verified during the year by the management. In our opinion, the frequency
of verification is reasonable.
(b)
In our opinion and according to the information and explanations given to us, the procedures followed by the
management are reasonable and adequate in relation to the size of the company and the nature of its business.
(c)
In our opinion and according to the information and explanations given to us and on the basis of our
examination of the records of inventory, the Company has maintained proper records of inventory, and there
were no material discrepancies noticed on physical verification of inventory as compared to the book records.
In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties
covered in the register maintained under section 301 of the Companies Act 1956:
(a)
The company has not granted any Loans during the year. However, the Company has received loans of Rs.
333.87 Lacs from directors and the outstanding balance of the said loans is Rs. 394.77 Lacs. The company has
also taken Inter Corporate Deposits from three parties amounting to Rs. 514.47 Lacs during the year and the
year-end balance is Rs. 1,166.36 Lacs.
(b)
In our opinion and according to the information and explanations given to us, the rate of interest, wherever
applicable and the other terms and conditions is not prima-facie prejudicial to the interest of the company.
(c)
In respect of loans taken and granted by the company, the interest payment & receipt is regular and the
principal amount is repayable on demand.
(d)
Since the loans taken and granted by the company are repayable on demand, no question of overdue amounts
arises.
FINANCIAL SECTION
1
In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory
and fixed assets and with regard for the sale of goods and services. During the course of audit, no major weakness has
been noticed in the internal control.
83
5
84
In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies
Act, 1956.
(a)
In our opinion and according to the information and explanation given to us, the transactions made in pursuance of
contracts or arrangements that needed to be entered in the register maintained under section 301 of the
Companies Act 1956 have been so entered.
(b)
In our opinion and according to the information and explanation given to us, the transactions made in pursuance of
contracts or arrangements, which need to be entered in the registers maintained under section 301 of the Act,
have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any
comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts
or arrangements have been made at prevalent market price at the relevant time.
6
Based on our audit procedures and according to the information and explanations given to us, the company has not
accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies
Act, 1956 and the rules framed there under is not applicable.
7
In our opinion, the company has an internal audit system commensurate with its size and nature of its business.
8
We have broadly reviewed the books of account and records maintained by the company relating to the manufacture of
Shirts, Trousers and others pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central
Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost
records have been made and maintained. We have, however, not made a detailed examination of the records with a view
to determining whether they are accurate or complete.
9
In respect of statutory dues:
(a)
According to the information and explanations given to us, the company was generally regular in depositing
undisputed statutory dues to the concerned authorities in respect of Employees Provident Fund, Employees State
Insurance Fund, wealth tax, service tax, custom duty, excise duty and material statutory dues. According to the
information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were
outstanding for a period of more than six months from the date of becoming payable except the income tax liability
for the financial year ended on 31st March, 2013
(b)
According to the records examined by us and the information and explanations given to us, there are no disputed
amounts due in respect of income tax, wealth tax, sales tax, excise duty, Employees provident fund, Employee
state insurance fund and other statutory dues at the end of the year.
10
The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses
during current and the immediately preceding financial year.
11
Based on our audit procedures and on the basis of information and explanations given by the management, the
Company has not defaulted in the repayment of dues to banks and financial institutions.
12
In our opinion and according to information and explanation given to us, no loans and advances have been granted by
the company on the basis of security by way of pledge of shares, debentures and other security.
13
In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the order are not applicable to the company..
14
The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the order are not applicable.
15
The Company has not given Guarantees for the loan taken by others from banks or financial institutions.
16
The Company has not raised any term loans during the year.
17
According to the information and explanations given to us and on examination of balance sheet, funds raised on short term
basis have, prima facie, not been used during the year for long term investment.
18
The company has not made any preferential allotment of shares to parties and companies covered under register
maintained under Section 301 of the Companies Act, 1956, during the year.
19
Clause 13 of the order is not applicable, as the company has not issued any debentures during the year. Clause 13 of the
order is not applicable, as the company has not issued any debentures during the year.
20
The Company has not raised money by public issue during the year.
21
In our opinion and according to the information and explanations given to us no fraud on or by the Company have been
noticed or reported during the year that causes the financial statements to be materially misstated.
For Mukesh Mehta & Associates
For Suresh Hegde and Co.
CA Mukesh Mehta
CA Suresh Hegde
FRN: 116309W
FRN: 125795W
Place: Mumbai
FINANCIAL SECTION
Date: May 28, 2014
85
BALANCE SHEET
As at 31st March 2014
(` in Lacs)
PARTICULARS
NOTES
I.
EQUITY AND LIABILITIES
1
Shareholders’ funds
(a)
Share Capital
(b)
Reserves and Surplus
2
Share application money pending allotment
3
Non-current liabilities
(a)
Long-term borrowings
(b)
Other Long term liabilities
4
II.
1
2
Current liabilities
(a)
Short-term borrowings
(b)
Trade payables
(c)
Other current liabilities
(d)
Short Term Provision
TOTAL
ASSETS
Non-current assets
(a)
Fixed assets
(i) Tangible assets
(ii) Capital work-in-progress
(b)
Non-current investments
(c)
Deferred tax assets (net)
(d)
Long-term loans and advances
(e)
Other non-current assets
Current assets
(a)
Current Investments
(b)
Inventories
(c)
Trade receivables
(d)
Cash and cash equivalents
(e)
Short-term loans and advances
(f)
Other current assets
TOTAL
A
B
As at
As at
31st March, 2014
31st March, 2013
2,250.14
18,217.59
2,250.14
14,110.39
0.00
0.00
C
2,999.37
2,029.59
3,180.44
0.00
D
E
F
G
18,366.56
8,378.16
3,837.52
3,300.93
59,379.86
10,781.67
8,898.78
1,983.23
1,613.29
42,817.93
10,100.54
26.24
536.25
32.25
86.95
17.99
11,302.58
4.16
220.51
22.98
36.61
5.48
12,003.89
32,174.77
73.83
2,672.16
1,654.99
59,379.86
6,759.38
23,726.42
535.96
98.19
105.66
42,817.93
H
I
J
K
L
M
N
O
P
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON FINANCIAL STATEMENTS
Note "A' to "P" referred to above form an integral part of the Balance sheet
As per our report of even date
For and on behalf of the Board
86
Murugan Thevar
Deepak Shenoy
Managing Director
Director
CA Mukesh D Mehta
Proprietor
Membership No : 100407
FRN: 116309W
Place: Navi Mumbai
Dated: May 28, 2014
CA Suresh Hegde
Proprietor
FRN: 125795W
Anurag Pandya
Company Secretary
Statement of Profit and loss
For the year ended 31st March,2014
(` in Lacs)
PARTICULARS
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
XIII.
XIV.
XV.
XVI.
NOTES
Revenue from operations
Less: Excise duty
Net Revenue From Operations
Other income
Total Revenue (I + II)
Expenses:
Cost of materials consumed
Changes in inventories of finished goods work-in-progress
Employee benefits expenses
Finance costs
Depreciation and amortization expense
Other expenses
Total expenses
Profit before exceptional and extraordinary items
and tax (III-IV)
Exceptional items
Profit before extraordinary items and tax (V - VI)
Extraordinary Items
Profit before tax (VII- VIII)
Tax expense:
(1) Current tax
(2) Deferred tax
Profit (Loss) for the period from continuing operations (VII-VIII)
Profit/(loss) from discontinuing operations
Tax expense of discontinuing operations
Profit/(loss) from Discontinuing operations (after tax) (XII-XIII)
Profit (Loss) for the period (XI + XIV)
Earnings per equity share:
1
2
3
4
5
6
7
(1) Basic
(2) Diluted
2013-14
2012-13
84,908.71
0.00
84,908.71
688.92
85,597.63
43,678.92
0.00
43,678.92
323.36
44,002.28
76,115.76
-2,401.32
1,122.36
2,849.74
1,300.90
530.40
79,517.84
6,079.79
40,535.81
-4,889.72
1,033.41
1,979.21
1,158.93
398.68
40,216.32
3,785.96
0.00
6,079.79
0.00
6,079.79
2.57
3,783.39
0.00
3,783.39
1,981.85
-9.26
4,107.20
1,166.45
61.07
2,555.87
0.00
0.00
0.00
4,107.20
0.00
0.00
0.00
2,555.87
18.25
11.36
Note "1" to "7" referred to above form an integral part of the Statement of Profit and Loss
As per our report of even date.
Murugan Thevar
Managing Director
CA Mukesh D Mehta
Proprietor
FRN: 116309W
Place: Mumbai
Dated: May 28, 2014
CA Suresh Hegde
Proprietor
FRN: 125795W
Anurag Pandya
Company Secretary
Deepak Shenoy
Director
FINANCIAL SECTION
87
Cash flow Statement
for the year ended 31st March,2014
(` in Lacs)
PARTICULARS
NOTES
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT AFTER TAX
ADJUSTMENT FOR :PROVISION FOR TAX
DEPRECIATION
AMORTISATION
INTEREST PAID
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES
TRADE & OTHER RECEIVABLES
INVENTORIES
LOANS & ADVANCES
OTHER CURRENT LIABILITIES
OTHER CURRENT ASSETS
TRADE PAYABLES
NET CASH FROM OPERATING ACTIVITIES
B. CASH FROM INVESTING ACTIVITIES
PURCHASES OF FIXED ASSETS (NET)
INVESTMENTS MADE
MISCELLANEOUS EXPENDITURE INCURRED
NET CASH FROM INVESTING ACTIVITIES
C. CASH FROM FINANCING ACTIVITIES
INCREASE IN LONG TERM BORROWINGS
INCREASE IN LONG TERM LIABITIES
INCREASE IN SHARE CAPITAL INCL PREMIUM
INCREASE IN SHORT TERM BORROWINGS
INCREASE IN SHORT TERM PROVSIONS
INTEREST PAID
NET CASH FROM FINANCING ACTIVITIES
NET INCREASE IN CASH & CASH EQUIVALENTS (A)+(B)+(C)
OPENING CASH & CASH EQUIVALENTS
CASH & CASH EQUIVALENTS AS ON 31-03-2014
As at
As at
31st March, 2014
31st March, 2013
4,107.20
2,555.87
1,972.59
1,293.25
7.65
2,849.74
10,230.43
-8,448.35
-5,244.51
-2,624.31
714.01
-409.05
-520.62
-6,302.40
1,227.52
1,155.32
3.61
1,979.21
6,921.53
-14,205.87
-5,552.05
1,408.11
0.00
0.00
7,289.05
-4,139.23
-113.29
-315.73
-20.15
-449.18
-2,959.73
10.46
0.00
-2,949.27
-181.07
2,029.59
0.00
7,584.89
-294.21
-2,849.75
6,289.45
-462.13
535.96
73.83
1,094.05
0.00
2,600.00
4,011.94
401.75
-1,979.21
6,128.53
-959.97
1,495.93
535.96
FOR SURESH HEGDE AND CO.
MURUGAN THEVAR
DEEPAK SHENOY
Managing Director
Director
CA MUKESH D MEHTA
CA SURESH HEGDE
ANURAG PANDYA
Proprietor
Proprietor
Company Secretary
FRN: 116309W
FRN: 125795W
Place: Mumbai
Dated: May 28, 2014
88
NotesCASH
forming
part
of Balance Sheet
FLOW
STATEMENT
A
(` in Lacs)
SHARE CAPITAL
PARTICULARS
Authorised
5,00,00,000 Equity Shares of ` 10/- each
Year 5,00,00,000 Equity Share of ` 10/- each)
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
(Previous
5,000.00
5,000.00
Issued
(Previous Year 2,25,01,352 Equity Share of ` 10/- each)
2,250.14
2,250.14
Subscribed & Paid up
Year 2,25,01,352 Equity Share of ` 10/- each)
2,250.14
2,250.14
-
-
2,250.14
2,250.14
(Previous
Subscribed but not fully Paid up
TOTAL
A.1 39,54,377 Shares were allotted as preferential in the last five years pursuant to the assets taken over from Benzo Petro
International Limited without payments being received in cash.
A.2 THE RECONCILIATION OF THE NUMBER OF SHARES OUTSTANDING IS SET OUT BELOW :
EQUITY SHARES
AS AT 31ST
AS AT 31ST
MARCH 2014
MARCH 2013
PARTICULARS
Shares outstanding at the beginning of the year
Shares Issued during the year
Shares bought back during the year
Shares outstanding at the end of the year
PREFERENCE SHARES
AS AT 31ST
AS AT 31ST
MARCH 2014
MARCH 2013
-
-
-
-
-
-
-
-
-
2,25,01,352
2,25,01,352
-
-
2,25,01,352
2,25,01,352
-
A.3 THE DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARE :
AS AT 31 MARCH 2014
NO. OF SHARES
% HELD
AS AT 31 MARCH 2013
NO. OF SHARES
% HELD
Benzo Petro International Limited
39,54,377
17.57
39,54,377
17.57
Prudent Fintrade Private Limited
19,47,500
8.66
19,47,500
8.66
FINANCIAL SECTION
NAME OF SHAREHOLDER
89
Notes forming part of Balance Sheet
B
(` in Lacs)
RESERVES & SURPLUS
PARTICULARS
AS AT 31 MARCH 2014
A. Securities Premium Account
Opening Balance
Add : Securities premium credited on Share issue
Less : Premium Utilised for various reasons
Premium on Redemption of Debentures
For Issuing Bonus Shares
Closing Balance
B. Surplus
Opening balance
(+) Net Profit/(Net Loss) For the current year
(+) Transfer from Reserves
(-) Proposed Dividends
(-) Interim Dividends
(-) Transfer to Reserves
Closing Balance
TOTAL
C
8,789.94
0.00
0.00
0.00
0.00
8,789.94
6,585.37
2,204.57
0.00
0.00
0.00
8,789.94
5,320.45
4,107.20
0.00
0.00
0.00
0.00
9,427.65
18,217.59
2,764.58
2,555.87
0.00
0.00
0.00
0.00
5,320.45
14,110.39
AS AT 31 MARCH 2014
NON CURRENT
CURRENT
AS AT 31 MARCH 2013
NON CURRENT
CURRENT
LONG TERM BORROWINGS
PARTICULARS
Secured
(a) Term loans
From banks
Union Bank of India
(Secured By Vehicle No MH-43 AJ 8681 Cheverolet)
Union Bank of India
(Secured By Vehicle No MH-43 AJ 8682 Cheverolet)
Bank of India - 003
Bank of India - 004
State Bank Of India - 31969319550
Union Bank of India - 520
Bank of Maharashtra
(Secured by Land & Building & Plant & Machinery of the Company
situated at Khalapur, Maharashtra & Pardi, Baroda, Gujarat )
Unsecured
(a) Other loans and advances
(b) Loans and advances from related parties
TOTAL
90
AS AT 31 MARCH 2013
0.00
4.27
4.58
4.03
0.00
3.72
4.29
4.03
0.00
0.00
101.98
1,220.46
95.66
0.00
20.14
0.00
244.50
179.58
60.00
500.00
86.40
0.00
24.60
0.00
181.87
147.83
177.48
1,723.37
183.19
0.00
45.04
0.00
226.03
67.46
60.00
500.00
86.40
2.58
24.60
1,005.02
1,438.24
1,103.07
2,467.65
1,980.15
1,166.36
394.77
1,561.13
2,999.37
0.00
0.00
0.00
1,103.07
651.89
60.90
712.79
3,180.44
0.00
0.00
0.00
1,980.15
NotesCASH
forming
part
of the Accounts
FLOW
STATEMENT
(` in Lacs)
C.1 Maturity Profile Term Loans are as set out below :
Maturity Profile
2-5 years
1 year
6-11 years
Total
Term Loans From Banks
Union Bank of India Vehicle loan
-
-
7.99
7.99
Bank of India - 003
-
-
244.50
244.50
Bank of India - 004
-
-
179.58
179.58
-
101.98
60.00
161.98
-
1,220.46
500.00
1,720.46
-
95.66
86.40
182.06
-
-
-
-
-
20.14
24.60
44.74
Bank of Maharashtra
-
-
-
-
FINANCIAL SECTION
C.2 UNSECURED LOAN FROM RELATED PARTIES OF RS. 394.77 LACS ARE FROM DIRECTORS ONLY.
91
Notes forming part of the Accounts
D
SHORT TERM BORROWINGS
PARTICULARS
Secured
(a) Loans repayable on demand
From banks
Cash Credits
Bank of Maharashtra
Central Bank of India
IDBI Bank
Bank of India
State Bank of India
Union Bank of India
Syndicate Bank PCL
(` in Lacs)
AS AT 31 MARCH 2014
Unsecured
from banks
from other parties
TOTAL
(a)
E
0.00
81.07
0.00
81.07
18,366.56
0.00
0.00
0.00
0.00
10,781.67
AS AT 31 MARCH 2014
7,750.47
627.69
8,378.16
TOTAL
PARTICULARS
AS AT 31 MARCH 2014
Current Maturities of Long Term Debt
1,103.07
(Refer Note No. C)
Other Payables*
2,734.45
3,837.52
TOTAL
* Includes Security Deposit, advance from customers, Other Expenses Payables.
SHORT TERM PROVISIONS
PARTICULARS
AS AT 31 MARCH 2014
(a) Provision for employee benefits
Salary and Reimbursements
66.99
Contribution to PF
0.00
Gratuity (unfunded)
0.00
Leave Encashment (unfunded)
0.00
Superannuation
0.00
ESOP / ESOS
0.00
(b) Others**
3,233.94
3,300.93
TOTAL
** Includes Statutory dues & liabilities to the Govt. & Semi-Govt Authorities.
92
1,001.94
0.00
994.95
2,098.79
4,675.46
2,010.53
0.00
10,781.67
TRADE PAYABLES
Others
G
2,090.90
2,470.50
983.73
3,145.59
6,047.40
3,140.24
407.13
18,285.49
Cash Credits from Banks referred above to the extent of :
Rs. 18,285.49 Lacs are secured by primary charge over the present & future stock of Raw Material, Stock in Progress, Finished goods,
Stores & Spares, Book Debts and Receivable etc. of the company in favor of the Consortium Lenders Banks i.e. Bank of Maharashtra,
State Bank of India, Bank of India, Union Bank of India, Central Bank of India, IDBI Bank and Syndicate Bank.
PARTICULARS
Micro, Small and Medium Enterprises
F
AS AT 31 MARCH 2013
AS AT 31 MARCH 2013
8,860.97
37.81
8,898.78
AS AT 31 MARCH 2013
1,980.15
3.08
1,983.23
AS AT 31 MARCH 2013
55.58
0.00
0.00
0.00
0.00
0.00
1,557.71
1,613.29
Intangible assets under
Development
d
(` in Lacs)
113.29
22.08
4.16
13,329.10
0.00
22.08
0.00
0.00
0.00
0.00
0.19
91.22
0.45
431.60
35.91
6.02
0.00
13,324.94
0.00
4.16
5.07
7.04
4.18
0.00
0.00
0.00
0.00
10.08
64.66
0.00
0.00
0.00
0.00
0.00
10.02
10.26
9.17
192.20
6.17
3.77
0.50
6,835.92
69.53
0.82
24.31
5,652.88
35.23
0.20
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
13,442.40
26.24
0.00
26.24
0.45
431.60
35.91
6.02
0.19
13,416.16
15.09
17.30
13.35
192.20
6.17
3.77
0.50
6,846.00
134.19
0.82
24.31
5,652.88
35.23
0.20
2,022.37
0.00
0.00
0.02
0.00
2.75
0.86
0.00
2,022.37
3.57
4.67
1.63
73.23
1.97
1.22
0.16
804.62
26.49
0.28
14.85
1,076.25
9.79
0.02
1,293.25
0.00
0.00
0.06
0.00
4.61
1.34
0.02
1,293.25
1.28
3.68
1.37
16.55
0.58
0.35
0.05
603.45
13.82
0.03
2.84
636.61
6.59
0.03
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
3,315.62
0.00
0.00
0.08
0.00
7.36
2.19
0.02
3,315.62
4.85
8.35
3.00
89.78
2.55
1.58
0.21
1,408.07
40.32
0.31
17.69
1,712.86
16.37
0.04
11,306.73
4.16
0.00
4.16
0.43
431.60
33.16
5.16
0.00
11,302.58
6.45
5.59
7.54
118.97
4.20
2.55
0.34
6,031.29
43.04
0.54
9.46
4,576.63
25.44
0.18
10,126.77
26.24
0.00
26.24
0.37
431.60
28.55
3.82
0.17
10,100.54
10.23
8.94
10.35
102.42
3.62
2.19
0.29
5,437.93
93.88
0.51
6.62
3,940.02
18.86
0.16
Gross Block
Accumulated Depreciation
Net Block
Acquired
Revaluati
through
Balance as at Balance as Depreciatio Adjustment
Balance as
Balance as
Balance as at Additions/
ons/
On
Balance as at
business
31 March
at 1 April n charge for
due to
at 31 March
at 31 March
1 April 2013 (Disposals)
(Impairm
disposals
1 April 2013
combina
2014
2013
the year revaluations
2014
2014
ents)
tions
FINANCIAL SECTION
TOTAL
Capital Work In
Progress
Total
Total
Intangible Assets
Total
Oil Borewell Pump
Vehicle
Lab Equipment
Land
Grass Cutting
Machine
Mobile Phones
Motor Car
Machinery
Bus
Shop Premises
Furniture & Fixtures
Factory Premises
Sparkle Clean Tech
Roots Multi Clean
Kala Genset
Electricity Installation
Office Equipment
Computer
Air Conditioner
Tangible Assets
c
b
a
Fixed Assets
NOTE “H”
Notes forming part of Balance Sheet
93
I
NON CURRENT INVESTMENTS
PARTICULARS
A.Trade Investments
(a) Investment Properties
(b) Investment in Equity instruments
Finaventure Capital Limited
Shamrao Vithal Co-op Bank Limited
Total (A)
B. Other Investments
(a) Investments in Mutual Funds
SBI Mutual Fund
Union KBC Capital Mutual Fund
(b) Investments in partnership firms*
(c) Investments in Wholly Owned Subsidiaries
Sudar Global Industries FZE
Sudar Industries UK Limited
(d) Other non-current investments
LIC of India
Total (B)
Grand Total (A + B)
Less : Provision for diminution in the value of Investments
TOTAL
J
(` in Lacs)
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
0.00
0.00
199.86
0.65
200.51
199.86
0.65
200.51
20.00
100.00
0.00
20.00
0.00
0.00
168.92
10.27
0.00
0.00
36.54
335.73
0.00
20.00
536.25
0.00
220.51
0.00
536.25
220.51
LONG-TERM LOANS AND ADVANCES
PARTICULARS
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
(B) Security Deposits
Secured, considered good
Unsecured, considered good
Doubtful
Less: Provision for doubtful loans and advances
TOTAL
94
0.00
0.00
86.95
36.61
0.00
0.00
0.00
86.95
0.00
36.61
NotesCASH
forming
part
of the Accounts
FLOW
STATEMENT
OTHER NON-CURRENT ASSETS
PARTICULARS
(a) Long Term Trade Receivables
(b) Debts Due by Related Party
(c) Others
Preliminary Expenses not written off
Less: Written off During the year
Balance carried to Balance sheet
TOTAL
L
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
0.00
0.00
0.00
0.00
25.64
7.65
17.99
9.10
3.62
5.48
17.99
5.48
INVENTORIES
PARTICULARS
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
a. Raw Materials and components
Goods-in transit
3,773.97
930.78
b. Work-in-progress
Goods-in transit
3,995.84
3,184.30
c. Finished goods
Goods-in transit
4,234.08
2,644.31
12,003.89
6,759.38
TOTAL
M
(` in Lacs)
TRADE RECEIVABLES
PARTICULARS
Trade receivables outstanding for a period less than six months
from the date they are due for payment
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
0.00
0.00
32,174.77
23,726.42
0.00
0.00
32,174.77
23,726.42
0.00
0.00
0.00
0.00
Unsecured, considered doubtful
0.00
0.00
Less: Provision for doubtful debts
0.00
0.00
0.00
0.00
32,174.77
23,726.42
Trade receivables outstanding for a period exceeding six months
TOTAL
FINANCIAL SECTION
K
95
N
CASH AND CASH EQUIVALENTS
PARTICULARS
a. Balances with banks
(` in Lacs)
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
60.97
526.42
b. Cheques, drafts on hand
c. Cash on hand
0.00
12.86
0.00
9.54
d. Others (specify nature)
0.00
0.00
73.83
535.96
This includes:
Earmarked Balances (eg/- unpaid dividend accounts)
Margin money
Security against borrowings
Guarantees
Other Commitments
Bank deposits with more than 12 months maturity
TOTAL
O
SHORT-TERM LOANS AND ADVANCES
PARTICULARS
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
(a). Others (specify nature)
Unsecured & considered good*
2,672.16
98.19
Doubtful
0.00
0.00
Less:Provision for doubtful loans and advances
0.00
0.00
2672.16
98.19
2,672.16
98.19
TOTAL
* Includes Advance given Staff, Advance for Expenses, Advance to Suppliers.
P
PARTICULARS
Balance with Revenue Authorities
Deposits
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
649.89
103.31
1,000.00
0.00
5.10
2.35
1,654.99
105.66
(Deposits with Govt Authorities )
Others#
TOTAL
# Includes Interest Receivables, Balance with Revenue Authorities etc.
96
Notes forming part of Profit and Loss Accounts
(` in Lacs)
NOTE "1"
2014
2013
SALES
Sale of products
84,727.64
43,635.41
0.00
0.00
Other operating revenues
181.07
43.51
TOTAL
84,908.71
43,678.92
Interest Income
15.49
37.18
Dividend Income
0.75
0.00
Net gain/loss on Sale of Investments
0.00
0.00
599.71
199.68
Dividends from subsidiary companies
0.00
0.00
Adjustment to carrying amount of investments
0.00
0.00
72.97
86.50
688.92
323.36
930.77
268.45
74,978.71
37,826.21
75,909.48
38,094.66
0.00
0.00
75,909.48
38,094.66
3,773.97
930.77
72,135.51
37,163.89
Sale of services
NOTE "2"
OTHER INCOME :
Other Non-Operating Income
Duty Drawback
Net gain on foreign currency transaction and translation
TOTAL
NOTE "3'
COST OF MATERIALS CONSUMED
Opening Stock
Add: Purchases
Less: Sales (At Sale Price)
Less: Closing Stock
Sub total
FINANCIAL SECTION
A) COST OF RAW AND PACKING MATERIAL CONSUMED
97
(` in Lacs)
B) MANUFACTURING EXPENSES
Labor, Spares & Other Charges
3,727.82
3,260.25
17.13
7.19
Power, Fuel & Electricity
125.57
75.91
Other Manufacturing Expenses.
109.73
28.57
3,980.25
3,371.92
76,115.76
40,535.81
Work- in- process
3,184.30
637.44
Finished Goods.
2,644.30
301.44
5,828.60
938.88
Work- in- process
3,995.84
3,184.30
Finished Goods.
4,234.08
2,644.30
8,229.92
5,828.60
-2,401.32
-4,889.72
992.95
909.10
0.00
0.00
19.91
41.81
109.50
82.50
1,122.36
1,033.41
2,725.82
1,826.91
123.92
152.30
2,849.74
1,979.21
Repairs
Sub total
COST OF MATERIALS CONSUMED (GRAND TOTAL)
NOTE "4"
CHANGE IN INVENTORIES OF FINISHED GOODS & WORK-IN-PROGRESS
Opening Stock
Less: Closing Stock
CHANGES IN INVENTORIES
Note "5"
EMPLOYEE BENEFITS EXPENSES
Wages, Salaries, Bonus and Other Payments
Contribution to Provident and Other Funds
Workmen and Staff Welfare Expenses
Remuneration to Directors
TOTAL
Note "6"
FINANCIAL EXPENSES
Interest Expense
Other Borrowing Costs
TOTAL
98
(` in Lacs)
Note "7"
As Auditor
3.00
3.00
For Taxation Matters
1.00
1.00
9.74
7.09
30.88
15.35
Repairs to buildings
2.08
0.44
Repairs to machinery
4.98
10.31
Insurance
27.03
13.24
Rates and taxes (excluding taxes on income)
62.45
1.70
Power and fuel
Rent
Miscellaneous expenses
TOTAL
389.23
346.55
530.40
398.68
FINANCIAL SECTION
OTHER EXPENSES
Payment to Auditors
99
Balance Sheet Abstract and Company's General Business
(` in Lacs)
1
Registration Details
Registration No.
L74999MH2002PLC134707
Balance Sheet Date
2
3
4
5
State Code
11
31-03-2014
Capital raised during the year
Public issue
Bonus Issue
Nil
Nil
Right Issue
Private Placement
Nil
Nil
Position of Mobilisation and Deployment of Funds
Total Liabilities
59,379.86
Sources Of Funds
Paid-up Capital
2,250.14
Reserves & Surplus
18,217.59
Secured Loans
19,723.73
Unsecured Loans
1,642.20
Deferred Tax Liability
0.00
Total Assets
Application Of Funds
Net Fixed Assets
Investments
Net Current Assets
Miscellaneous Expenditure
Deferred Tax Assets
59,379.86
Performance of Company
Turnover
Profit before Tax
Earning per Share
Total Expenditure
Profit after Tax
Dividend rate
79,517.84
4,107.20
Nil
85,597.63
6,079.79
18.25
10,126.77
536.25
14,696.47
17.99
32.25
Generic Names of Principal Products / Service of Company (as per monetary terms)
Item Code
No 6105/6/9 and 6205/6/7
Product Description
1 Shirts
2 Trousers
3 Chemicals
For and on behalf of Board,
MURUGAN THEVAR
DEEPAK SHENOY
Managing Director
Director
CA MUKESH D MEHTA
Proprietor
FRN: 116309W
Place: Mumbai
CA SURESH HEGDE
Proprietor
FRN: 125795W
ANURAG PANDYA
Company Secretary
Dated: May 28, 2014
100
Significant Accounting Policies & Notes to Accounts
Significant Accounting Polices
A.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
These financial statements have been prepared to comply with Accounting Principles Generally accepted in India (Indian
GAAP), the Accounting Standards notified under the Companies (Accounting Standards) Rule, 2006 and the relevant provisions
of the Companies A c t , 1956.
The financial statements are prepared on accrual basis under the historical cost convention, except for certain fixed assets
which are carried at revalued amounts. The financial statements are presented in Indian rupees rounded off to the nearest
rupees in Lacs.
B.
USE OF ESTIMATES
The preparation of financial statements in conformity with Indian Rule GAAP requires judgments, estimates and assumptions to
be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the
financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the
actual results and estimates are recognized in the period in which the results are known/materialized.
FIXED ASSETS
Tangible Assets
Tangible Assets are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on
revaluation, less accumulated depreciation and impairment loss, if any. The cost of tangible assets comprises its purchase
price, borrowing cost and any cost directly attributable to bringing the asset to its working condition for its intended use,
net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets.
Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits
from the existing asset beyond its previously assessed standard of performance.
Projects under which assets are not ready for their intended use are shown as Capital Work-In-Progress.
Intangible Assets
Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and
impairment loss, if any. The cost comprises purchase price, borrowing costs, and any cost directly attributable to bringing the
asset to its working condition for the intended use and net charges on foreign exchange contracts and adjustments arising
from exchange rate variations attributable to the intangible assets.
Depreciation
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal
and external factors. An Impairment loss is recognized wherever the carrying amount of assets exceeds its recoverable amount. The
recoverable amount is the greater of the assets’ net selling price and the value in use. In assessing value in use the estimated future
cash flows are discounted to their present value at the weighted average cost of capital.
101
FINANCIAL SECTION
Depreciation on the fixed assets added/disposed off/ discarded during the year has been provided on WDV Basis at the rates
specified under Companies Act, 1956 with reference to the month of addition/ disposal/discarding.
FINANCIAL SECTION
C.
D.
LEASES
As per Accounting Standard 19 “Leases”, the disclosures as defined in the Accounting Standard are given as below:
E.
a)
Operating Leases: Rentals are expensed on a straight line basis with reference to lease terms and other
considerations.
b)
(i)
Finance leases prior to 1st April, 2001: Rentals are expensed with reference to lease terms and other
considerations.
(ii)
Finance leases on or after 1st April, 2001: The lower of the fair value of the assets and present value of the minimum
lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal
component in the lease rental is adjusted against the lease liability and the interest component is charged to
Statement of Profit and L o s s .
c)
However, rentals referred to in (a) or (b) (i) above and the interest component referred to in (b) (ii) above, pertaining to the
period up to the date of commissioning of the asset are capitalized.
d)
All assets given on finance lease are shown as receivables at an amount equal to net investment in the lease. Initial direct
costs in respect of lease are expensed in the period in which such costs are incurred. Income from lease assets is
accounted by applying the interest rate implicit in the lease to the net investment.
IMPAIRMENTS
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to
the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior
accounting period is reversed if there has been a change in the estimate of recoverable amount.
F.
FOREIGN CURRENCY TRANSACTIONS
As per Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, the disclosures as defined in the
Accounting Standard are given as below:
G.
a)
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the
transaction or that approximates the actual rate at the date of the transaction.
b)
Monetary items denominated in foreign currencies at the yearend are restated at year end rates. In case of items which
are covered by forward exchange contracts, the difference between the yearend rate and rate on the date of the contract
is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the
contract.
c)
Non-monetary foreign currency items are carried at cost.
d)
In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date
of transaction or that approximates the actual rate at the date of transaction. Branch monetary assets and liabilities are
restated at the yearend rates.
e)
Any income or expense on account of exchange difference either on settlement or on translation is recognized in the
Statement of Profit and Loss, except in case of long term liabilities, where they relate to acquisition of fixed assets, in which
case they are adjusted to the carrying cost of such assets.
INVESTMENTS
Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Long-term investments are
stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than
temporary.
102
H.
INVENTORIES
Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in
case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion
and other costs including manufacturing overheads incurred in bringing them to their respective present location and
condition.
Cost of raw materials, process chemicals, stores and spares, packing materials, trading and other products
determined on weighted average basis.
I.
are
REVENUE RECOGNITION
Revenue is recognized only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably
measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, services,
service tax, excise duty and sales during trial run period, adjusted for discounts (net), and gain/loss on corresponding hedge
contracts.
Dividend income is recognized when the right to receive payment is established.
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate
applicable.
J.
EMPLOYEE BENEFITS
Short term employee benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by
employees are recognized as an expense during the period when the employees render the services. These benefits include
performance incentive and compensated absences.
Post-employment benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a
separate e n ti ty The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and
Pension Scheme. The Company’s contribution is recognized as an expense in the Statement of Profit and Loss during the period
in which the employee renders the related service.
Defined benefit plans
The liability in respect of defined benefit plans and other post-employment benefits is calculated using the Projected Unit
Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.
Actuarial gains and losses in respect of post-employment and other long term benefits are charged to the Statement of Profit
and Loss.
BORROWING COSTS
As per Accounting Standard 16 “Borrowing Costs”, the disclosures as defined in the Accounting Standard are given as below:
Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an
adjustment to the interest cost. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets.
FINANCIAL SECTION
K.
A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing
costs are charged to the Statement of Profit and Loss in the period in which they are incurred.
As per AS-16: Borrowing Cost Disclosures there is no borrowing cost incurred in respect of any Qualified Capital Assets as well as no
interest or financial charges incurred on qualifying assets haven’t been capitalized during the year.
103
L.
RESEARCH AND DEVELOPMENT EXPENSES
Revenue expenditure pertaining t o research i s charged t o the Statement of Profit and Loss. Development costs of products
a r e charged t o the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which
case such expenditure is capitalized.
M.
CASH FLOW STATEMENT
The Company has prepared the Cash Flow Statement using the indirect method on compliance with Accounting Standard issued by
the Institute of Chartered Accountants of India (AS-3).
N.
TAXATION
As per Accounting Standard 22 “Accounting for Tax on Income”, the disclosures as defined in the Accounting Standard are
given as below:
Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the
tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between
taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred
tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be
available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is
virtual certainty that sufficient future taxable income will be available to realize the same.
Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively
enacted by the Balance Sheet date.
As at 31.03.2014
PARTICULARS
(` in Lacs)
A) Deferred Tax Assets/ (Liabilities)
Depreciation as per I.T. Act
1,264.70
Depreciation as per Companies Act
1,293.25
Opening Provision
22.98
Gratuity Disallowed
NIL
MAT credit available
NIL
TOTAL
Net Deferred Tax liabilities/(Assets) (A-B)
104
9.26
NIL
32.25
Notes on Financial Statements
The previous year figures have been regrouped/reclassified whenever necessary to confirm the current year presentation.
1.
Sundry Creditors, Sundry Debtors, Loans & Advances have been taken at their book value subject to confirmation and reconciliation.
2.
Shareholding of the Company
AS AT 31 MARCH 2014
NAME OF SHAREHOLDER
PROMOTER AND PROMOTER
GROUP HOLDING Indian
Promoters
Total (A)
NON – PROMOTER HOLDING
Foreign Institutional Investors
(Fll)
Others Private Corporate Bodies
Qualified Foreign Investors
Indian Public
NRIs
Any other (Clearing Members)
TOTAL (B)
GRAND TOTAL (A)+(B)
NO. OF
SHARE
HOLDER
NO. OF SHARES
HELD
AS AT 31 MARCH 2013
% HELD
NO. OF
SHARE
HOLDER
NO. OF SHARES
HELD
% OF
HELD
3
80,12,946
35.61
3
85,91,146
38.18
3
80,12,946
35.61
3
85,91,146
38.18
1
85,000
0.38
1
85,000
0.38
148
1
2,358
29
76
2,613
2,616
1,04,65,913
40,000
36,21,921
24,783
2,50,789
1,44,88,406
2,25,01,352
46.51
0.18
16.09
0.11
1.11
64.39
100.00
201
95,59,052
42.48
1,745
18
73
2,038
2,041
38,24,325
2,247
4,39,582
1,39,10,206
2,25,01,352
17.00
0.01
1.95
61.82
100.00
3. Disclosure in respect of Related Party Transactions as per AS 18 during the Year:
SR. NO
NAME OF THE RELATED PARTY
RELATIONSHIP
1.
Murugan Muthiah Thevar
Key Managerial Personnel
2.
M. G. Subramaniam
3.
Deepak Bhaskar Shenoy
4.
Gopi Chellappan Nair
5.
Srinivas Gurpur Kamath
6.
Subsidiary Company
7.
Sudar Industries UK Ltd
Subsidiary Company
FINANCIAL SECTION
(i) List of related parties and relationships:
105
(` in Lacs)
(ii) Transaction during the year with related parties:
KEY MANAGERIAL PERSONNEL
SR. NO.
NAME OF TRANSACTIONS
2013-14
2012-13
1.
Unsecured Loan
317.34
33.97
2.
Unsecured Loan
5.06
5.06
4.
Remuneration paid to Key Management Personnel
(` in Lacs)
PARTICULARS
31.03.2014
31.03.2013
Murugan M.Thevar
60.00
60.00
Gopi Nair
12.00
12.00
M G Subramaniam
12.50
00.00
Deepak Shenoy
12.00
00.00
Srinivas Kamath
08.00
00.00
104.50
72.00
TOTAL
5.
Loans and Advances are considered good in respect of which company does not hold any security other than the personal guarantee of
person.
6.
Auditors Remuneration
(` in Lacs)
PARTICULARS
31.03.2014
31.03.2013
Statutory Audit
3.00
3.00
Tax Audit
1.00
1.00
7.
Additional information pursuant to the provisions of Paragraph 3, 4C and 4 D of schedule VI of the companies Act, 1956
a) Details of Production (Garment Segment)
PARTICULARS
31.03.2014
Units
Nos.
Nos.
Nos.
Nos.
Shirt
Trousers
Ladies Top/Shirt
Others (Garment)
31.03.2013
Quantity
23,65,512
12,07,971
11,82,777
29,24,114
Units
Nos.
Nos.
Nos.
Nos.
Quantity
28,58,769
7,65,698
NIL
18,58,245
b) Details of Production (Chemical Segment)
PARTICULARS
31.03.2014
Units
Kgs.
Chemical (Products)
31.03.2013
Quantity
5,75,298
Units
Kgs.
Quantity
1,66,215
(` in Lacs)
c) Purchase of Major Raw Materials (Garment Segment)
PARTICULARS
Fabrics
106
UNIT
Mtrs
Mtrs
31.03.2014
Quantity
1,72,72,124
31.03.2013
Values
42,820.66
Quantity
1,42,38,444
Values
28,085.76
d) Purchase of Major Raw Materials (Chemical Segment)
PARTICULARS
(` in Lacs)
UNIT
Kgs.
Kgs.
Chemical (Materials)
31.03.2014
Quantity
19,73,825
Values
31,015.11
31.03.2013
Quantity
5,97,450
e) Finished Goods Stock (Garment Segment)
PARTICULARS
Shirts
Trousers
Ladies Top
Others
(` in Lacs)
UNIT
31.03.2014
Quantity
1,21,955
24,990
1,53,832
75,278
Nos.
Nos.
Nos.
Nos.
31.03.2013
Values
886.61
214.66
1,229.57
488.86
Quantity
1,97,733
62,810
0.00
68,946
UNIT
31.03.2014
Quantity
Chemical (Products)
8.
Values
1,182.92
463.53
0.00
524.00
(` in Lacs)
f ) finished Goods Stock
PARTICULARS
Values
8,439.72
Kgs.
31.03.2013
Values
14,116
1,414.38
Quantity
Values
20,554
473.85
Earnings per Shares (EPS)
As per Accounting Standard 20 “Earnings Per Share”, the disclosures as defined in the Accounting Standard are given as below:
PARTICULARS
Profit after Tax in lacs
No. of Equity Shares at the year end
EPS
Face Value of shares
31.03.2013
4,107.20
2,25,01,352
18.25
10.00
2,555.87
2,25,01,352
11.36
10.00
The company is engaged in the business of manufacture & export of readymade garments and chemicals and other intermediates.
Further as per the requirement of AS-17 issued by the Institute of Chartered Accountants of India, the segment for its turnover is as
under:
(` in Lacs)
DESCRIPTION
Domestic :
Export :
2013-14
2012-13
45,930.37
33,300.42
7,181.00
2,298.80
Garments (Revenue)
53,111.37
35,599.22
Domestic :
26,406.04
6,060.20
Export :
Chemicals (Revenue)
TOTAL:
5,391.30
31,797.34
84,908.71
2,019.50
8,079.70
43,678.92
FINANCIAL SECTION
9.
31.03.2014
Further, all the immovable assets of the company are situated in India, hence Segment reporting for assets is not reportable
107
10.
The SSI status of the creditors for goods is not known to the company; hence the information is not given.
11.
Previous year figures have been regrouped or rearrange whenever necessary.
12.
Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an
outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted
to their present value and are determined based on the best estimate required to settle the obligation at the reporting date.
These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor
disclosed in the financial statement.
108
AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL
STATEMENT
To
1.
We have audited the attached Consolidated Balance Sheet of SUDAR INDUSTRIES LIMITED (the “company”) and its
subsidiary M/S. SUDAR GLOBAL INDUSTRIES FZE. (Collectively referred to as “the Group”) for the year ended on 31 st
March,2014, the Consolidated profit and loss Account for the year ended on that date annexed thereto. These financial
statements are the responsibility of the company’s management and have been prepared by the management on basis of
separate financial statements and other financial information regarding components. Our responsibility is to express an
opinion on these financial statements based on our audit.
2.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3.
We did not audit the financial statements of subsidiary, M/S. SUDAR GLOBAL INDUSTRIES FZE. Whose financial
statements reflect total assets of Rs.372,205,840/- for the period ended as on 31st December 2013, total turnover of Rs.
713,206,584/- and closing cash and cash equivalents amounting to Rs. 22,984,888/- for the period ended 31st December,
2013. These financial statements and other financial information have been audited by other auditors whose reports have
been furnished to us, and our opinion is based solely on the report of other auditors.
4.
We report that the consolidated financial statements have been prepared by the Company’s management in accordance
with the requirement of Accounting Standard (AS) 21, Consolidated Financial Statement as notified by Companies
(Accounting Standards) Rules, 2006.
5.
Based on our audit as aforesaid, and on consideration of reports of other auditors on separate financial statements and on
the other financial information of the components and to the best of our information and according to the explanations
given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in
conformity with the accounting principles generally accepted in India:FINANCIAL SECTION
The Members of SUDAR INDUSTRIES LIMITED
109

In the case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Group for the year ended as
on 31st March, 2014; and

In the case of the Consolidated Profit and Loss account, of the Profit of Group for the year ended on that date.

In the case of the Consolidated Cash Flow Statement, of the Cash Flows of the Group for the year ended on that
date.
CA Mukesh Mehta
CA Suresh Hegde
FRN: 116309W
FRN: 125795W
Place: Mumbai
Date: May 28, 2014
110
Consolidated balance sheet
As at 31st March 2014
(` in Lacs)
PARTICULARS
I.
1
2
3
4
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share Capital
(b) Reserves and Surplus
As at
31st March, 2014
31st March, 2013
2,250.14
18,675.44
2,250.14
14,110.39
0.00
0.00
C
2,999.37
2,029.59
3,180.44
0.00
D
E
F
18,366.56
11,473.44
3,837.52
10,781.67
8,898.78
1,983.23
G
3,300.93
1,613.29
62,932.99
42,817.93
10,100.54
26.24
357.06
32.25
86.95
17.99
11,302.58
4.16
220.51
22.98
36.61
5.48
12,003.89
35,666.98
313.95
2,672.16
1,654.99
62,932.99
6,759.38
23,726.42
535.96
98.19
105.66
42,817.93
A
B
Share application money pending
allotment
Non-current liabilities
(a) Long-term borrowings
(b) Other Long term liabilities
Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(c)
As at
NOTES
Short Term Provision
TOTAL
II.
1
2
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Capital work-in-progress
(b) Non-current investments
(c) Deferred tax assets (net)
(d) Long-term loans and advances
(e) Other non-current assets
Current assets
(a) Current Investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(f) Short-term loans and advances
(g) Other current assets
TOTAL
H
I
J
K
L
M
N
O
P
Note "A' to "P" referred to above form an integral part of the Balance sheet
MURUGAN THEVAR
Managing Director
CA MUKESH D MEHTA
Proprietor
FRN: 116309W
Place: Mumbai
Dated: May 28, 2014
CA SURESH HEGDE
Proprietor
FRN: 125795W
ANURAG PANDYA
Company Secretary
DEEPAK SHENOY
Director
FINANCIAL SECTION
111
Consolidated statement of profit and loss
(` in Lacs)
PARTICULARS
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X
XI
XII
XIII
XIV
XV
XVI
Note No.
Revenue from operations
Less: Excise duty
Net Revenue From Operation
Other income
1
2013-14
2012-13
92,040.78
0.00
92,040.78
688.92
43,678.92
0.00
43,678.92
323.36
92,729.70
44,002.28
82,724.01
-2,401.32
1,160.95
2,850.86
1,300.90
556.65
86,192.05
40,535.81
-4,889.72
1,033.41
1,979.21
1,158.93
398.68
40,216.32
Profit before exceptional and extraordinary items
and tax (III-IV)
Exceptional items
Profit before extraordinary items and tax (V - VI)
Extraordinary Items
6,537.64
3,785.96
0.00
6,537.64
0.00
2.57
3,783.39
0.00
Profit before tax (VII- VIII)
Tax expense:
(1) Current tax
(2) Deferred tax
6,537.64
3,783.39
1,981.85
-9.26
1,166.45
61.07
Profit (Loss) for the period from continuing
operations (VII-VIII)
Profit/(loss) from discontinuing operations
Tax expense of discontinuing operations
Profit/(loss) from Discontinuing operations
(after tax) (XII-XIII)
Profit (Loss) for the period (XI + XIV)
Earnings per equity share:
(1) Basic
(2) Diluted
4,565.05
2,555.87
0.00
0.00
0.00
0.00
0.00
0.00
4,565.05
2,555.87
20.29
11.36
2
Total Revenue (I + II)
Expenses:
Cost of materials consumed
Changes in inventories of finished goods work-in-progress
Employee benefits expenses
Finance costs
Depreciation and amortization expense
Other expenses
Total expenses
3
4
5
6
7
Note "1" to "7" referred to above form an integral part of the Statement of Profit and Loss
112
MURUGAN THEVAR
Managing Director
CA MUKESH D MEHTA
Proprietor
FRN: 116309W
Place: Mumbai
Dated: May 28, 2014
CA SURESH HEGDE
Proprietor
FRN: 125795W
ANURAG PANDYA
Company Secretary
DEEPAK SHENOY
Director
Consolidated cash flow statement
for the year ending on 31st March,2014
(` in Lacs)
PARTICULARS
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT AFTER TAX
ADJUSTMENT FOR :PROVISION FOR TAX
DEPRECIATION
AMORTISATION
INTEREST PAID
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES
TRADE & OTHER RECEIVABLES
INVENTORIES
LOANS & ADVANCES
TRADE PAYABLES
NOTE
NO.
As at
As at
31st March, 2014 31st March, 2014
4,565.05
2,555.87
1,972.59
1,293.25
7.65
2,850.86
10,689.41
-11,940.56
-5,244.51
-2,624.31
1,854.29
-1,549.33
2,574.66
1,227.52
1,155.32
3.61
1,979.21
6,921.53
-14,205.87
-5,552.05
1,408.11
0.00
0.00
7,289.05
-6,240.36
-4,139.23
-113.29
-136.54
-20.15
-269.99
-2,959.73
10.46
0.00
-2,949.27
-181.07
2,029.59
0.00
7,584.89
-294.21
-2,850.86
6,288.34
-222.00
1,094.05
0.00
2,600.00
4,011.94
401.75
-1,979.21
6,128.53
-959.97
OPENING CASH & CASH EQUIVALENTS
535.96
1,495.93
CASH & CASH EQUIVALENTS AS ON 31-03-2014
313.95
535.96
NET CASH FROM OPERATING ACTIVITIES
B. CASH FROM INVESTING ACTIVITIES
PURCHASES OF FIXED ASSETS (NET)
INVESTMENTS MADE
MISCELLANEOUS EXPENDITURE INCURRED
NET CASH FROM INVESTING ACTIVITIES
C. CASH FROM FINANCING ACTIVITIES
INCREASE IN LONG TERM BORROWINGS
INCREASE IN LONG TERM LIABITIES
INCREASE IN SHARE CAPITAL INCL PREMIUM
INCREASE IN SHORT TERM BORROWINGS
INCREASE IN SHORT TERM PROVSIONS
INTEREST PAID
NET CASH FROM FINANCING ACTIVITIES
NET INCREASE IN CASH & CASH EQUIVALENTS (A)+(B)+(C)
MURUGAN THEVAR
Managing Director
CA MUKESH D MEHTA
Proprietor
FRN: 116309W
Place: Mumbai
Dated: May 28, 2014
CA SURESH HEGDE
Proprietor
FRN: 125795W
ANURAG PANDYA
Company Secretary
DEEPAK SHENOY
Director
FINANCIAL SECTION
113
Notes on consolidated financial statements
As at 31st March, 2014
A
(` in Lacs)
SHARE CAPITAL
PARTICULARS
AS AT 31 MARCH 2014
Authorised
Issued
2,25,01,352 Equity Shares of `10/- each
AS AT 31 MARCH 2013
5,000.00
5,000.00
2,250.14
2,250.14
2,250.14
2,250.14
-
-
2,250.14
2,250.14
(Previous Year 2,25,01,352 Equity Share of 10/- each)
Subscribed & Paid up
2,25,01,352 Equity Shares of `10/- each
Subscribed but not fully Paid up
TOTAL
A.1 39,54,377 Shares were allotted as preferential in the last five year pursuant to the assets taken over from Benzo Petro
International Limited without payments being received in cash.
A.2 The reconciliation of the number of shares outstanding is set out below :
PARTICULARS
Shares outstanding at the beginning of the year
Shares Issued during the year
Shares bought back during the year
Shares outstanding at the end of the year
EQUITY SHARES
AS AT 31ST
AS AT 31ST
MARCH 2014
MARCH 2013
2,25,01,352
2,25,01,352
PREFERENCE SHARES
AS AT 31ST
AS AT 31ST
MARCH 2014 MARCH 2013
-
-
-
-
-
-
-
-
-
-
-
2,25,01,352
2,25,01,352
A.3 The Details of Shareholders holding more than 5% share :
NAME OF SHAREHOLDER
114
AS AT 31 MARCH 2014
NO. OF SHARES
% HELD
AS AT 31 MARCH 2013
NO. OF SHARES
% HELD
Benzo Petro International Limited
39,54,377
17.57
39,54,377
17.57
Prudent Fintrade Private Limited
19,47,500
8.66
19,47,500
8.66
(` in Lacs)
RESERVES & SURPLUS
PARTICULARS
A. Securities Premium Account
Opening Balance
Add : Securities premium credited on Share issue
Less : Premium Utilised for various reasons
Premium on Redemption of Debentures
For Issuing Bonus Shares
Closing Balance
B. Surplus
Opening balance
(+) Net Profit/(Net Loss) For the current year
(+) Transfer from Reserves
(-) Proposed Dividends
(-) Interim Dividends
(-) Transfer to Reserves
Closing Balance
AS AT 31 MARCH 2014
TOTAL
C
LONG TERM BORROWINGS
PARTICULARS
Unsecured
(a) Other loans and advances
TOTAL
8,789.94
0.00
6,585.37
2,204.57
0.00
0.00
8,789.94
0.00
0.00
8,789.94
5,320.45
4,565.05
0.00
0.00
0.00
0.00
9,885.50
2,764.58
2,555.87
0.00
0.00
0.00
0.00
5,320.45
18,675.44
14,110.39
AS AT 31 MARCH 2014
NON CURRENT
Secured
(a) Term loans
From banks
Union Bank of India
(Secured By Vehicle No MH-43 AJ 8681 Chevrolet)
Union Bank of India
(Secured By Vehicle No MH-43 AJ 8682 Chevrolet)
Bank of India - 003
Bank of India - 004
Bank of Maharashta
(Secured by Land & Building & Plant & Machinery of the
Company situated at Khalapur, Maharashtra & Pardi, Baroda,
Gujarat )
AS AT 31 MARCH 2013
CURRENT
AS AT 31 MARCH 2013
NON CURRENT
CURRENT
0.00
4.27
4.58
4.03
0.00
3.72
4.29
4.03
0.00
0.00
101.98
1,220.46
95.66
0.00
20.14
0.00
244.50
179.58
60.00
500.00
86.40
0.00
24.60
0.00
181.87
147.83
177.48
1,723.37
183.19
0.00
45.04
0.00
226.03
67.46
60.00
500.00
86.40
2.58
24.60
1,005.02
1,438.24
1,103.07
2,467.65
1,980.15
1,166.36
394.77
1,561.13
0.00
0.00
0.00
651.89
60.90
712.79
0.00
0.00
0.00
2,999.37
1,103.07
3,180.44
1,980.15
FINANCIAL SECTION
B
115
(` in Lacs)
C.1 Maturity Profile Term Loans are as set out below :
6-11 YEARS
Term Loans From Banks
Union Bank of India Vehicle loan
Bank of India - 003
Bank of India - 004
Bank of Maharashta
-
MATURITY PROFILE
2-5 YEARS
1 YEAR
101.98
1,220.46
95.66
20.14
-
7.99
244.50
179.58
60.00
500.00
86.40
24.60
-
TOTAL
7.99
244.50
179.58
161.98
1,720.46
182.06
44.74
-
C.2 Unsecured Loan from related parties of Rs. 394.77 Lacs are from Directors only.
D
SHORT TERM BORROWINGS
PARTICULARS
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
Secured
From banks
Cash Credits
Bank of Maharashtra
Central Bank of India
IDBI Bank
2,090.90
1,001.94
2,470.50
0.00
983.73
994.95
Bank of India
3,145.59
2,098.79
State Bank of India
6,047.40
4,675.46
Union Bank of India
3,140.24
2,010.53
407.13
0.00
18,285.49
10,781.67
0.00
0.00
81.07
0.00
0.00
0.00
81.07
0.00
18,366.56
10,781.67
Syndicate Bank PCL
Unsecured
from banks
from other parties
TOTAL
Cash Credits from Banks reffered above to the extent of :
(a)
116
Rs. 18285.49 Lacs are secured by primary charge over the present & future stock of Raw Material, Stock in Progress, Finished goods,
Stores & Spares, Book Debts and Receivable etc. of the company in favour of the Consortium Lenders Banks i.e. Bank of Maharashtra,
State Bank of India, Bank of India, Union Bank of India, Central Bank of India, IDBI Bank and Syndicate Bank.
E
(` in Lacs)
TRADE PAYABLES
PARTICULARS
AS AT 31 MARCH 2014
Micro, Small and Medium Enterprises
10,845.75
8,860.97
Others
627.69
11,473.44
37.81
8,898.78
TOTAL
F
AS AT 31 MARCH 2013
PARTICULARS
AS AT 31 MARCH 2014
Current Maturities of Long Term Debt
1,103.07
AS AT 31 MARCH 2013
1,980.15
(Refer Note No.C)
Other Payables*
TOTAL
2,734.45
3.08
3,837.52
1,983.23
* Includes Security Deposit, advance from customers, Other Expenses Payables.
SHORT TERM PROVISIONS
PARTICULARS
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
(a) Provision for employee benefits
Salary and Reimbursements
66.99
55.58
Contribution to PF
0.00
0.00
Gratuity (unfunded)
0.00
0.00
Leave Encashment (unfunded)
0.00
0.00
Superannuation
0.00
0.00
ESOP / ESOS
0.00
0.00
(b) Others**
3,233.94
1,557.71
3,300.93
1,613.29
TOTAL
** Includes Statutory dues & liabilities to the Govt. & Semi-Govt Authorities.
FINANCIAL SECTION
G
117
118
d
c
b
a
Total
Intangible assets under
Development
Total
Capital Work In Progress
Total
Intangible Assets
Total
Oil Borewell Pump
Vehicle
Lab Equipment
Land
Mobile Phones
Grass Cutting Machine
Motor Car
Machinery
Bus
Shop Premises
Furniture & Fixtures
Factory Premises
Sparkle Clean Tech
Roots Multi Clean
Kala Genset
Electricity Installation
Office Equipment
Computer
Tangible Assets
Air Condition
Fixed Assets
"Note H"
(` in Lacs)
13,329.10
0.00
4.16
4.16
10.02
10.26
9.17
192.20
6.17
3.77
0.50
6,835.92
69.53
0.82
24.31
5,652.88
35.23
0.20
0.45
431.60
35.91
6.02
0.00
13,324.94
113.29
0.00
22.08
22.08
5.07
7.04
4.18
0.00
0.00
0.00
0.00
10.08
64.66
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.19
91.22
0.00
0.00
0.00
0.00
0.00
26.24
26.24
0.00 13,442.40
0.00
0.00
15.09
17.30
13.35
192.20
6.17
3.77
0.50
6,846.00
134.19
0.82
24.31
5,652.88
35.23
0.20
0.45
431.60
35.91
6.02
0.19
0.00 13,416.16
0.00
0.00
2,022.37 1,293.25
0.00
0.00
3.57
1.28
4.67
3.68
1.63
1.37
73.23
16.55
1.97
0.58
1.22
0.35
0.16
0.05
804.62
603.45
26.49
13.82
0.28
0.03
14.85
2.84
1,076.25
636.61
9.79
6.59
0.02
0.03
0.02
0.06
0.00
0.00
2.75
4.61
0.86
1.34
0.00
0.02
2,022.37 1,293.25
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00
4.16
4.16
0.00
26.24
26.24
3,315.62 11,306.73 10,126.77
0.00
0.00
4.85
6.45
10.23
8.35
5.59
8.94
3.00
7.54
10.35
89.78
118.97
102.42
2.55
4.20
3.62
1.58
2.55
2.19
0.21
0.34
0.29
1,408.07 6,031.29 5,437.93
40.32
43.04
93.88
0.31
0.54
0.51
17.69
9.46
6.62
1,712.86 4,576.63 3,940.02
16.37
25.44
18.86
0.04
0.18
0.16
0.08
0.43
0.37
0.00
431.60
431.60
7.36
33.16
28.55
2.19
5.16
3.82
0.02
0.00
0.17
3,315.62 11,302.58 10,100.54
Gross Block
Accumulated Depreciation
Net Block
Balance as at Additions/ Acquired Revaluations/ Balance as Balance as Depreciati Adjust On Balance as Balance as Balance as
1 April 2013 (Disposals) through (Impairments) at 31 March at 1 April on charge ment dispo at 31 March at 1 April at 31 March
business
2014
2013
for the due to sals
2014
2013
2014
combinati
year revalua
ons
tions
NON CURRENT INVESTMENTS
PARTICULARS
A. Trade Investments
(a) Investment Properties
(b) Investment in Equity instruments
Finaventure Capital Limited
Shamrao Vithal Co-op Bank Limited
Total (A)
B. Other Investments
(a) Investments in Mutual Funds
SBI Mutual Fund
Union KBC Capital Mutual Fund
(b) Investments in partnership firms*
(c) Investments in Wholly Owned Subsidiaries
(d) Other non-current investments
LIC of India
Total (B)
Grand Total (A + B)
Less : Provision for diminution in the value of Investments
TOTAL
J
K
L
LONG-TERM LOANS AND ADVANCES
PARTICULARS
(B) Security Deposits
Doubtful
Less: Provision for doubtful loans and advances
TOTAL
(` in Lacs)
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
0.00
0.00
199.86
0.65
200.51
199.86
0.65
200.51
20.00
100.00
0.00
0.00
20.00
0.00
0.00
0.00
36.54
156.54
0.00
20.00
357.06
0.00
357.06
220.51
0.00
220.51
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
0.00
86.95
0.00
0.00
86.95
0.00
36.61
0.00
0.00
36.61
AS AT 31 MARCH 2014
0.00
0.00
AS AT 31 MARCH 2013
0.00
0.00
25.64
7.65
17.99
17.99
9.10
3.62
5.48
5.48
AS AT 31 MARCH 2014
3,773.97
AS AT 31 MARCH 2013
930.78
b. Work-in-progress
Goods-in transit
3,995.84
3,184.30
c. Finished goods
Goods-in transit
4,234.08
2,644.31
12,003.89
6,759.38
OTHER NON-CURRENT ASSETS
PARTICULARS
(a) Long Term Trade Receivables
(b) Debts Due by Related Party
(c) Others
Preliminary Expenses not written off
Less: Written off During the year
Balance carried to Balance sheet
TOTAL
INVENTORIES
PARTICULARS
a. Raw Materials and components
Goods-in transit
TOTAL
FINANCIAL SECTION
I
119
M
(` in Lacs)
TRADE RECEIVABLES
PARTICULARS
Trade receivables outstanding for a period less than six months
AS AT 31 MARCH 2014
0.00
35,666.98
0.00
0.00
23,726.42
0.00
35,666.98
23,726.42
0.00
0.00
0.00
0.00
35,666.98
0.00
0.00
0.00
0.00
23,726.42
AS AT 31 MARCH 2014
242.06
AS AT 31 MARCH 2013
526.42
0.00
71.89
0.00
313.95
0.00
9.54
0.00
535.96
Trade receivables outstanding for a period exceeding six months
TOTAL
N
O
CASH AND CASH EQUIVALENTS
PARTICULARS
a. Balances with banks
This includes:
Earmarked Balances (eg/- unpaid dividend accounts)
Margin money
Security against borrowings
Guarantees
Other Commitments
Bank deposits with more than 12 months maturity
b. Cheques, drafts on hand
c. Cash on hand
d. Others (specify nature)
TOTAL
SHORT-TERM LOANS AND ADVANCES
PARTICULARS
(a). Others (specify nature)
Unsecured & considered good*
Doubtful
Less:Provision for doubtful loans and advances
AS AT 31 MARCH 2013
AS AT 31 MARCH 2014
AS AT 31 MARCH 2013
2,672.16
0.00
0.00
2,672.16
2,672.16
98.19
0.00
0.00
98.19
98.19
AS AT 31 MARCH 2014
649.89
AS AT 31 MARCH 2013
103.31
1,000.00
0.00
5.10
1,654.99
2.35
105.66
TOTAL
* Includes Advance given Staff, Advance for Expenses, Advance to Suppliers.
P
PARTICULARS
Balance with Revenue Authorities
Deposits
(Deposits with Govt Authorities )
Others#
TOTAL
# Includes Interest Receivables, Balance with Reveue Authorities etc.
120
For the year ended 31st March, 2014
(` in Lacs)
2014
Note "1"
2013
SALES
Sale of products
Sale of services
Other operating revenues
TOTAL
91,859.71
0.00
181.07
92,040.78
43,635.41
0.00
43.51
43,678.92
Note "2"
OTHER INCOME :
Interest Income
Dividend Income
Net gain/loss on Sale of Investments
15.49
0.75
0.00
37.18
0.00
0.00
599.71
0.00
0.00
72.97
688.92
199.68
0.00
0.00
86.50
323.36
930.77
81,586.96
82,517.73
0.00
82,517.73
3,773.97
78,743.76
268.45
37,826.21
38,094.66
0.00
38,094.66
930.77
37,163.89
3,727.82
17.13
125.57
109.73
3,260.25
7.19
75.91
28.57
3,980.25
82,724.01
3,371.92
40,535.81
Other Non-Operating Income
Duty Drawback
Dividends from subsidiary companies
Adjustment to carrying amount of investments
Net gain on foreign currency transaction and translation
TOTAL
A) COST OF RAW AND PACKING MATERIAL CONSUMED
Opening Stock
Add: Purchases
Less: Sales (At Sale Price)
Less: Closing Stock
Sub total
B) MANUFACTURING EXPENSES
Labour, Spares & Other Charges
Repairs
Power, Fuel & Electricity
Other Manufacturing Expenses.
Sub total
COST OF MATERIALS CONSUMED (GRAND TOTAL)
FINANCIAL SECTION
Note "3'
COST OF MATERIALS CONSUMED
121
For the year ended 31st March, 2014
(` in Lacs)
Note "4"
Change in inventories of finished goods & work-in-progress
Opening Stock
Work- in- process
Finished Goods.
Less: Closing Stock
Work- in- process
Finished Goods.
CHANGES IN INVENTORIES
3,184.30
2,644.30
5,828.60
637.44
301.44
938.88
3,995.84
4,234.08
8,229.92
-2,401.32
3,184.30
2,644.30
5,828.60
-4,889.72
1,031.54
0.00
19.91
109.50
1,160.95
909.10
0.00
41.81
82.50
1,033.41
2,725.82
125.04
2,850.86
1,826.91
152.30
1,979.21
3.00
1.00
9.74
49.36
2.08
4.98
27.03
62.54
396.91
3.00
1.00
7.09
15.35
0.44
10.31
13.24
1.70
346.55
556.65
398.68
Note "5"
EMPLOYEE BENEFITS EXPENSES
Wages, Salaries, Bonus and Other Payments
Contribution to Provident and Other Funds
Workmen and Staff Welfare Expenses
Remuneration to Directors
TOTAL
Note "6"
FINANCIAL EXPENSES
Interest Expense
Other Borrowing Costs
TOTAL
Note "7"
OTHER EXPENSES
Payment to Auditors
As Auditor
For Taxation Matters
Power and fuel
Rent
Repairs to buildings
Repairs to machinery
Insurance
Rates and taxes (excluding taxes on income)
Miscellaneous expenses
TOTAL
122
Balance sheet and general company business profile
(` in Lacs)
1
2
3
4
5
Registration Details
Registration No.
Balance Sheet Date
:
:
L74999MH2002PLC134707
31-03-2014
Capital raised during the year
Public issue
:
Bonus Issue
:
Nil
Nil
Position of Mobilisation and Deployment of Funds
Total Liabilities
:
Sources Of Funds
:
Paid-up Capital
:
Reserves & Surplus
:
Secured Loans
:
Unsecured Loans
:
Deferred Tax Liability
:
Performance of Company
Turnover
Profit before Tax
Earning per Share
:
:
:
State Code
:
11
Right Issue
Private Placement
:
:
Nil
Nil
:
:
:
:
:
:
:
62,932.99
2,250.14
18,675.44
19,723.73
1,642.20
0.00
Total Assets
Application Of Funds
Net Fixed Assets
Investments
Net Current Assets
Miscellaneous Expenditure
Deferred Tax Assets
92,729.70
6,537.64
20.29
Total Expenditure
Profit after Tax
Dividend rate
:
:
:
86,192.05
4,565.05
Nil
62,932.99
10,126.77
357.06
15,333.52
17.99
32.25
Generic Names of Principal Products / Service of Company (as per monetary terms)
Item Code
: No 6105/6/9 and 6205/6/7
Product Description
1 Shirts
2 Trousers
3 Chemicals
For and on behalf of Board,
MURUGAN THEVAR
Managing Director
CA MUKESH D MEHTA
CA SURESH HEGDE
ANURAG PANDYA
Proprietor
Proprietor
Company Secretary
FRN: 116309W
FRN: 125795W
DEEPAK SHENOY
Director
Place: Mumbai
FINANCIAL SECTION
Dated: May 28, 2014
123
Significant Accounting Polices
A.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
These financial statements have been prepared to comply with Accounting Principles Generally accepted in India (Indian
GAAP), the Accounting Standards notified under the Companies (Accounting Standards) Rule, 2006 and the relevant provisions
of the Companies A c t , 1956.
The financial statements are prepared on accrual basis under the historical cost convention, except for certain fixed assets
which are carried at revalued amounts. The financial statements are presented in Indian rupees rounded off to the nearest
rupees in Lacs.
B.
USE OF ESTIMATES
The preparation of financial statements in conformity with Indian Rule GAAP requires judgments, estimates and assumptions to
be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the
financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the
actual results and estimates are recognized in the period in which the results are known/materialized.
C.
FIXED ASSETS
Tangible Assets
Tangible Assets are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on
revaluation, less accumulated depreciation and impairment loss, if any. The cost of tangible assets comprises its purchase
price, borrowing cost and any cost directly attributable to bringing the asset to its working condition for its intended use,
net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets.
Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits
from the existing asset beyond its previously assessed standard of performance.
Projects under which assets are not ready for their intended use are shown as Capital Work-In-Progress.
Intangible Assets
Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and
impairment loss, if any. The cost comprises purchase price, borrowing costs, and any cost directly attributable to bringing the
asset to its working condition for the intended use and net charges on foreign exchange contracts and adjustments arising
from exchange rate variations attributable to the intangible assets.
Depreciation
Depreciation on the fixed assets added/disposed off/ discarded during the year has been provided on WDV Basis at the rates
specified under Companies Act, 1956 with reference to the month of addition/ disposal/discarding.
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal
and external factors. An Impairment loss is recognized wherever the carrying amount of assets exceeds its recoverable amount. The
recoverable amount is the greater of the assets’ net selling price and the value in use. In assessing value in use the estimated future
cash flows are discounted to their present value at the weighted average cost of capital.
124
D.
LEASES
As per Accounting Standard 19 “Leases”, the disclosures as defined in the Accounting Standard are given as below:
E.
a)
Operating Leases: Rentals are expensed on a straight line basis with reference to lease terms and other
considerations.
b)
(i)
Finance leases prior to 1st April, 2001: Rentals are expensed with reference to lease terms and other
considerations.
(ii)
Finance leases on or after 1st April, 2001: The lower of the fair value of the assets and present value of the minimum
lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal
component in the lease rental is adjusted against the lease liability and the interest component is charged to
Statement of Profit and L o s s .
c)
However, rentals referred to in (a) or (b) (i) above and the interest component referred to in (b) (ii) above, pertaining to the
period up to the date of commissioning of the asset are capitalized.
d)
All assets given on finance lease are shown as receivables at an amount equal to net investment in the lease. Initial direct
costs in respect of lease are expensed in the period in which such costs are incurred. Income from lease assets is
accounted by applying the interest rate implicit in the lease to the net investment.
IMPAIRMENTS
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to
the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior
accounting period is reversed if there has been a change in the estimate of recoverable amount.
F.
FOREIGN CURRENCY TRANSACTIONS
G.
a)
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the
transaction or that approximates the actual rate at the date of the transaction.
b)
Monetary items denominated in foreign currencies at the yearend are restated at year end rates. In case of items which
are covered by forward exchange contracts, the difference between the yearend rate and rate on the date of the contract
is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the
contract.
c)
d)
e)
FINANCIAL SECTION
As per Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, the disclosures as defined in the
Accounting Standard are given as below:
INVESTMENTS
Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Long-term investments are
stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than
temporary.
125
H.
INVENTORIES
Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in
case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion
and other costs including manufacturing overheads incurred in bringing them to their respective present location and
condition.
Cost of raw materials, process chemicals, stores and spares, packing materials, trading and other products
determined on weighted average basis.
I.
are
REVENUE RECOGNITION
Revenue is recognized only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably
measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, services,
service tax, excise duty and sales during trial run period, adjusted for discounts (net), and gain/loss on corresponding hedge
contracts.
Dividend income is recognized when the right to receive payment is established.
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate
applicable.
J.
EMPLOYEE BENEFITS
Short term employee benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by
employees are recognized as an expense during the period when the employees render the services. These benefits include
performance incentive and compensated absences.
Post-employment benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a
separate e n ti ty The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and
Pension Scheme. The Company’s contribution is recognized as an expense in the Statement of Profit and Loss during the period
in which the employee renders the related service.
Defined benefit plans
The liability in respect of defined benefit plans and other post-employment benefits is calculated using the Projected Unit
Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.
Actuarial gains and losses in respect of post-employment and other long term benefits are charged to the Statement of Profit
and Loss.
K.
BORROWING COSTS
As per Accounting Standard 16 “Borrowing Costs”, the disclosures as defined in the Accounting Standard are given as below:
Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an
adjustment to the interest cost. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets.
A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing
costs are charged to the Statement of Profit and Loss in the period in which they are incurred.
As per AS-16: Borrowing Cost Disclosures there is no borrowing cost incurred in respect of any Qualified Capital Assets as well as no
interest or financial charges incurred on qualifying assets haven’t been capitalized during the year.
126
L.
RESEARCH AND DEVELOPMENT EXPENSES
Revenue expenditure pertaining t o research i s charged t o the Statement of Profit and Loss. Development costs of products
a r e charged t o the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which
case such expenditure is capitalized.
M.
CASH FLOW STATEMENT
The Company has prepared the Cash Flow Statement using the indirect method on compliance with Accounting Standard issued by
the Institute of Chartered Accountants of India (AS-3).
N.
TAXATION
As per Accounting Standard 22 “Accounting for Tax on Income”, the disclosures as defined in the Accounting Standard are
given as below:
Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the
tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between
taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred
tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be
available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is
virtual certainty that sufficient future taxable income will be available to realize the same.
Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively
enacted by the Balance Sheet date.
As at 31.03.2014
PARTICULARS
(` in Lacs)
A) Deferred Tax Assets/ (Liabilities)
Depreciation as per I.T. Act
1,264.70
Depreciation as per Companies Act
1,293.25
22.98
Gratuity Disallowed
NIL
MAT credit available
NIL
TOTAL
Net Deferred Tax liabilities/(assets) (A-B)
NIL
32.25
FINANCIAL SECTION
Opening Provision
9.26
127
Significant accounting policies & notes to Accounts
PRINCIPLES OF CONSOLIDATION
A
128
The consolidated financial statements relate to SUDAR INDUSTRIES LIMITED ('the company') and its subsidiary companies The
consolidated financial statements have been prepared on the following basis:
a)
The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding
together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-group
balances and intra group transactions in accordance with Accounting Standard (AS) - 21 - "Consolidated Financial
Statements"
b)
The difference between the cost of investment in the subsidiaries over the net assets at the time of acquisition of
shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.
c)
The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its
assets less liabilities as of the date of disposal is recognised in the consolidated statement of Profit and Loss account
being the profit or loss on disposal of investments in subsidiary.
d)
Minority interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the .
income of the group in order to arrive at the net income attributable to share holders of the Company.
e)
Minority interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated
Balance Sheet separate from liabilities and the equity of the Company's share holders.
f)
As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented in the same manner as the company's
separate financial statements.
B
Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) -13 of "Accounting
for Investments".
C
The Subsidiary Companies considered in the Consolidated Financial Statements are :
Country of Incorporation
DUBAI
Ownership Interest %
100
2 M/S. SUDAR INDUSTRIES UK LTD
UK
100
The audited financial statements of Foreign subsidiaries have been prepared in accordance with the Generally Accepted
Accounting Principles of its Country of Incorporation or International Financial Reporting Standards. The differences in accounting
policies of the company and its subsidiaries are not material.
NOTES ON FINANCIAL STATEMENT
1
Auditors Remuneration:
Statutory Audit Fees
Taxation Matters
2
(` in Lacs)
(` in Lacs)
2013-14
2012-13
3.00
1.00
3.00
1.00
Foreign Currency / Exchange Transactions:
As per Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, the disclosures as defined in the Accounting
Standard are given as below:
a.
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction
or that approximates the actual rate at the date of the transaction.
b.
Monetary items denominated in foreign currencies at the yearend are restated at year end rates. In case of items which are
covered by forward exchange contracts, the difference between the yearend rate and rate on the date of the contract is
reconciled.
c.
d.
e.
FINANCIAL SECTION
D
Name of the Subsidiary Company
1 M/S. SUDAR GLOBAL INDUSTRIES FZE
129
3
The company is engaged in the business of manufacture & export of readymade garments and chemicals and other intermediates.
Further as per the requirement of AS-17 issued by the Institute of Chartered Accountants of India, the segment for its turnover is as
under:
(` in Lacs)
DESCRIPTION
2013-14
Domestic :
Export :
45,930.37
7,181.00
2012-13
33,300.42
2,298.80
Garments (Revenue)
53,111.37
35,599.22
Domestic :
26,406.04
6,060.20
Export :
Chemicals (Revenue)
5,391.30
31,797.34
2,019.50
8,079.70
Dubai:
Sales :
4
7,132.07
-
TOTAL:
92,040.78
Pursuant to AS-18 the names, relationships and particulars of transactions with Related parties during the
year are as under:
43,678.92
A) List of Related parties
SR. NO.
1
2
3
4
5
6
7
PARTICUALRS
Murugan Muthiah Thevar
M. G. Subramaniam
Deepak Bhaskar Shenoy
Gopi Chellappan Nair
Srinivas Gurpur Kamath
Sudar Industries UK Ltd
RELATIONSHIP
Key Management Person
Subsidiary Company
Subsidiary Company
B) The following transactions were carried with the related parties in the ordinary course of business
(` in Lacs)
during the year
KEY MANAGERIAL PERSONNEL
SR. NO.
NAME OF TRANSACTIONS
2013-14
2012-13
1.
Unsecured Loan
317.34
33.97
2.
Unsecured Loan
5.06
5.06
C)
Remuneration paid to Key Management Personnel
SR. NO.
1
2
3
4
5
PARTICULARS
Murugan M.Thevar
Gopi Nair
M G Subramaniam
Deepak Shenoy
Srinivas Kamath
TOTAL
130
(` in Lacs)
31.03.2014
60.00
12.00
12.50
12.00
8.00
104.50
31.03.2013
60.00
12.00
72.00
Additional information pursuant to the provisions of Paragraph 3, 4C and 4 D of schedule VI of the
Companies Act, 1956
a)
Details of Production (Garment Segment)
PARTICULARS
31.03.2014
Units
Shirt
Trousers
Ladies Top/Shirt
Others (Garment)
b)
31.03.2013
Quantity
Nos.
Nos.
Nos.
Nos.
23,65,512
12,07,971
11,82,777
29,24,114
Units
Nos.
Nos.
Nos.
Nos.
Quantity
28,58,769
7,65,698
NIL
18,58,245
Details of Production (Chemical Segment)
PARTICULARS
31.03.2014
Units
Chemical (Products)
31.03.2013
Quantity
Kgs.
5,75,298
Units
Kgs.
c) Purchase of Major Raw Materials (Garment Segment)
PARTICULARS
Fabrics
UNIT
31.03.2014
Mtrs
Quantity
Mtrs
1,72,72,124
Quantity
1,66,215
(` in Lacs)
31.03.2013
Values
42,820.66
Quantity
1,42,38,444
Values
28,085.76
d) Purchase of Major Raw Materials (Chemical Segment)
(` in Lacs)
PARTICULARS
UNIT
Chemical (Materials)
Kgs.
Kgs.
31.03.2014
Quantity
19,73,825
31.03.2013
Values
31,015.11
Quantity
5,97,450
(` Values
in Lacs)
8,439.72
e) Finished Goods Stock (Garment Segment)
(` in Lacs)
PARTICULARS
UNIT
31.03.2014
Quantity
Shirts
Trousers
Ladies Top
Others
Nos.
Nos.
Nos.
Nos.
1,21,955
24,990
1,53,832
75,278
31.03.2013
Values
886.61
214.66
1,229.57
488.86
Quantity
1,97,733
62,810
NIL
68,946
Values
1,182.92
463.53
NIL
524
f) Finished Goods Stock
FINANCIAL SECTION
5
(` in Lacs)
PARTICULARS
UNIT
31.03.2014
Quantity
Chemical (Products)
Kgs.
14,116
31.03.2013
Values
1,414.38
Quantity
20,554
(` in Lacs)
Values
473.85
131
6
The disclosure as per Accounting Standard (AS) 22 "Taxes on Income" as notified by Companies (Accounting Standard) Rules,2006 are as under:
(` in Lacs)
Particulars
Deferred Tax liability (Net)
7
2013-14
32.25
2012-13
22.99
The disclosure as per Accounting Standard (AS) 20 "Earnings per Share" as notified by Companies (Accounting Standard) Rules,2006 are as under:
(` in Lacs)
PARTICULARS
Net profit after tax
Excess/(Short) provision for tax for earlier years
Net Profit attributable to Equity shareholders
Weighted Average number of equity shares outstanding during the year
8
2013-14
4,565.05
2012-13
2,555.87
4,565.05
2,25,01,352.00
2,555.87
2,25,01,352.00
Basic and Diluted Earnings per share
20.29
11.36
Face Value per equity share
10.00
10.00
FINANCIAL AND DERIVATIVE INSTRUMENTS
Foreign currency exposure that are not hedged as on 31st March,2014 on account of:
PARTICULARS
Trade Receivables
Borrowings
Trade Payable
(` in Lacs)
2013-14
8,632.75
0.00
1,713.22
2012-13
2,082.06
0.00
0.00
9 Other Notes
(a) Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
(b) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the Company’s business, which
is at least to the amount at which they are stated in the balance sheet.
(c) The Ministry of Corporate Affairs, Government of India, Vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011
respectively has granted a general exemption from compliance with section 212 of the companies Act 1956, subject to
fulfillment of
conditions stipulated in the circular. The company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption.
132
(d)
NAME OF
SHAREHOLDER
PROMOTER
AND
PROMOTER
GROUP
HOLDING
Indian
Promoters
TOTAL (A)
NON –
PROMOTER
HOLDING
Foreign
Institutional
Investors (Fll)
Others Private
Corporate
Bodies
Qualified
Foreign
Investors
Indian Public
NRIs
Any other
(Clearing
Members)
TOTAL (B)
GRAND TOTAL
(A)+(B)
AS AT 31 MARCH 2014
NO. OF
NO. OF SHARES
SHARE
% OF HELD
HELD
HOLDER
AS AT 31 MARCH 2013
NO. OF
SHARE
HOLDER
NO. OF SHARES HELD
% OF HELD
3
80,12,946
35.61
3
85,91,146
38.18
3
80,12,946
35.61
3
85,91,146
38.18
1
85,000
0.38
1
85,000
0.38
148
1,04,65,913
46.51
201
95,59,052
42.48
1
40,000
0.18
2,358
29
36,21,921
24,783
16.09
0.11
1745
18
38,24,325
2,247
17
0.01
76
2,50,789
1.11
73
4,39,582
1.95
2,613
1,44,88,406
64.39
2,038
1,39,10,206
61.82
2,616
2,25,01,352
100
2,041
2,25,01,352
100
As per our report of even date
MURUGAN THEVAR
Managing Director
CA MUKESH D MEHTA
Proprietor
Membership No.
Mem. No. 100407
FRN: 116309W
CA SURESH HEGDE
Proprietor
FRN: 125795W
ANURAG PANDYA
Company Secretary
DEEPAK SHENOY
Director
FINANCIAL SECTION
Place: Mumbai
Date : 28.05.2014
133
ATTENDANCE SLIP
13th Annual General Meeting
*CIN : L74999MH2002PLC134707+
Registered office: Plot No. 27 & 29, Village: Paud, Mazgaon Road,
Khalapur Taluka, Raigad District, 410 222.
Phone: 022-65300991/92/93 Fax: 022-27746310
Website: www.sudarindustries.com email: [email protected]
Date
Venue
Plot No. 27 & 29, Village: Paud, Mazgaon Road,
Time
September 26, 2014
10.00 A.M.
Khalapur Taluka, Raigad District, 410 222
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE.
Folio No. ____________________ *DP ID No. _____________________ *Client ID No. ______________________
Name of the Member Mr./Mrs. ________________________________________ Signature ___________________
Name of the Proxyholder Mr./Mrs. _____________________________________ Signature ___________________
* Applicable for investors holding shares in electronic form.
I certify that I am the registered shareholder/proxy for the registered shareholder of the Company.
I hereby record my presence at the 13th Annual General Meeting of the Company held on Friday, September 26, 2014 at 10.00 a.m
at Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, 410 222.
_________________________
Signature of the Member/ Proxy
Note: Electronic copy of the Annual Report for 2014 and Notice of the 13 th Annual General Meeting with the Attendance slip and
Proxy form is being sent to all the members whose email id is registered with the Company/ Depository Participant unless any
meeting has been requested for a hard copy of the same. Shareholders receiving electronic copy and attending the 13 th Annual
General Meeting can print copy of this Attendance Slip.
Physical copy of the Annual Report for 2014 and Notice of the 13 th Annual General Meeting along with the Attendance Slip and
Proxy Form is sent in the permitted mode(s) to all members whose email Id is not registered or has requested for hard copy.
13th Annual General Meeting
*CIN : L74999MH2002PLC134707+
Registered office: Plot No. 27 & 29, Village: Paud, Mazgaon Road,
Khalapur Taluka, Raigad District, 410 222.
Phone: 022-65300991/92/93 Fax: 022-27746310
Website: www.sudarindustries.com email: [email protected]
Form No. MGT-11
FORM OF PROXY
*Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules,
2014+
Name of Member(s)
:
Email Id
:
Registered Address
:
Folio No.
:
:
*DP Id.
:
:
*Client Id.
:
No. of Shares held
* Applicable for investors holding shares in electronic form.
I/We, being a member(s) of ___________ shares of Sudar Industries Limited hereby appoint:
1. Mr./Mrs. __________________________________________
Email Id:_______________________________
Address : ___________________________________________
___________________________________________________
2. Mr./Mrs. __________________________________________
Signature:______________________________
Email Id:_______________________________
Address : ___________________________________________
___________________________________________________
3. Mr./Mrs. __________________________________________
Signature:______________________________
Email Id:_______________________________
Address : ___________________________________________
___________________________________________________
Signature:______________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13 th Annual General Meeting of the Company
to be held on Friday, September 26, 2014 at 10.00 a.m. at Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad
District, 410 222 and at any adjournment thereof in respect of such resolutions as are indicated below:
** I wish my above Proxy to vote in the manner as indicated in the box below:
SI.
No.
Resolutions
Number of
Shares held
For
Against
Ordinary Business
1.
Adoption of audited Financial Statements for the financial year ended March
31, 2014 and reports of the Board of Directors and the Auditors thereon;
2.
Re-appointment of Mr. M.G. Subramaniam, who retires by rotation
3.
Re appointment of Auditors
Special Business
4.
Appointment of Mr. Anand Kadam as an Independent Director
5.
Appointment of Mr. Satish Shenoy as an Independent Director
6.
7.
8.
Special Resolution to authorize the Board to create mortgage/charge for a sum
not exceeding Rs.1500.00 crores
Special Resolution to authorize the Board to borrow monies upto a sum not
exceeding Rs.1500.00 crores
Special Resolution for alteration in the Articles of Association of the Company
for adoption of Table F as per Companies Act, 2013.
** This is optional. Please put a tick mark (x) in the appropriate column against the resolutions indicated in the box. If a member leaves
the “For” or “Against” column blank against any or all of the Resolutions, the proxy will be entitled to vote in the manner he/ she thinks
appropriate. If a member wishes to abstain from voting on particular resolution, he/she should write “Abstain” across the boxes against
the Resolution.
Signature(s) of the Member(s)
1._______________________________
2._______________________________
3._______________________________
Signed this _______day of________2014
Notes:
1. The Proxy to be effective should be deposited at the registered office of the company not less than Forty Eight (48) Hours before
commencement of the meeting.
2. A proxy need not be a member of the company.
3. In the case of the Joint holders, the vote of the senior who tenders vote, whether in person or by Proxy, shall be accepted to the
exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of
the Members.
4. The form of proxy confers authority to demand or join in demanding a poll.
5. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the
meeting.
6. In case a member wishes his/her votes to be used differently, he/she should indicate the number of shares under the columns “For”
or “Against’ as appropriate.
If Undelivered, please return to:
Plot No.27 and 29, Village
Paud, Mazgaon, Khalapur
Taluka, Raigad District,
Maharashtra - 410 222
SHIVA BALACHANDRAN AND AAKSHAY S (+91 9819589382)
Sudar Industries limited

Annual Report

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