The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Statement of accounts of your Company for the
year ended 31st March 2015:
1. FINANCIAL HIGLIGHTS:
(Rs. in Lacs)
Particulars 2014-2015 2013-2014
Sales & Other Income 767.52 950.15
Total Expenditure 651.48 650.62
Earning Before Finance Cost, Tax, Exceptional
Items, 116.04 299.54
Depreciation and Amortization Expenses
Less: Financial Costs 0.51 3.41
Depreciation and Amortization Expenses 68.80 124.91
Exceptional Items 99.45 10.77
Profit Before Extra-Ordinary Items & Tax (52.72) 160.45
Less: Current Tax 50.68 90.00
Deferred Tax (5.55) (95.19)
Profit (Loss) for the year (97.85) 165.65
Basic & Diluted Earnings Per Equity Share of
Face Value of Rs.10 each (0.88) 1.49
2. DIVIDEND
The Board of Directors has decided not to declare Dividend for the year
ended 31st March 2015.
3. PERFORMANCE
Company's Overall Performance
During the year under review, your Company has received income from
operations amounting to Rs.767.52 Lacs as compared to Rs. Rs.950.15
Lacs in the previous year. Your Company has incurred losses after taxes
are of Rs. 97.85 Lacs as compared to profit of Rs. 165.65 Lacs in the
previous year.
Segment wise Performance
Soya Division
The Company has discontinued soya business activity for Refined Oil &
Soya Products at its plants located at Village Dakachya, Tehsil Sanwer,
District Indore and company had closed its soya division in financial
year 2012-13.
The revenue of your Company's Soya Division Rs. 6.61 Lacs as against
Rs. 18.30 Lacs in the previous year and incurred losses Rs.134.08 Lacs
as against Rs. 159.13 Lacs during the previous year.
The revenue of the soya division comprises mainly of Profit on Sale of
Fixed Assets of the division and loss is attributable mainly to Loss on
Sale of fixed assets, diminution on fixed assets and other
administrative expenses.
Welding Division
During the year under review, the revenue of your Company's Welding
Division was Rs. 534.33 Lacs as against Rs. 611.16 Lacs in the previous
year and incurred losses of Rs. 24.46 Lacs during this period as
against proft of Rs. 111.16 Lacs during the previous year.
Real Estate Division
During the year under review, the revenue of your Company's Real Estate
Division was Rs. 118.53 Lacs as against Rs. 219.33 Lacs in the previous
year and earned profit of Rs.75.03 Lacs during this period in
comparision to a profit of Rs. 145.21 Lacs during the previous year.
Investment Division
As per segment reporting requirements, your company has identified a
segment i.e. Investment division and all the activities relating to
investment in shares and loans etc. are carried in its investment
division. During the year under review your company has earned income
of Rs. 94.55 Lacs in comparision to a profit of Rs. 84.36 Lacs in the
previous year.
4. MANAGEMENT DISCUSSIONS AND ANALYSIS
Outlook
Your Company has three distinct businesses viz. Welding Electrodes,
Real Estate and Investment division. The modus operandi of these three
businesses is different in terms of the nature of the products,
customers profile, challenges and growth avenues.
Welding Industry Scenario:
In view of the growing industrialization and expenditure on
infrastructure, we expect a buoyant demand for welding materials in
India.
Real Estate:
The Real Estate scenario is very encouraging in Indore and Dewas.
5. SUSBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
The Company has no Subsidiaries, Joint Venture and any Associate
Company. The Policy for determining material subsidiaries as approved
may be accessed on the Company's website at the link: http://www.sam-
industries.com .
6. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures
adopted by the company for ensuring the orderly and efficient conduct
of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.
The Company has a well placed, proper and adequate internal control
system, which ensures, that the efficiency and profitability of
operations, the reliability of information, adhering to rules
regulations, that all assets are safeguarded and protected, and that
the transactions are authorized, recorded and reported regularly and
correctly.
7. FIXED DEPOSIT
Your Company has not accepted any public deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014 during the financial
year 2014-15.
8. DIRECTORS
APPOINTMENT:
Your Board had appointed Mrs. Gitanjali A. Maheshwari (DIN: 00094596)
on 14th August 2014 as an additional director in the company and in the
AGM held on 29th Septmeber 2014 member approved her appointment in
category of promoter and whole time director of the Company.
Your Board had appointed Mr. Kishore Kale (DIN: 01743556) on 13th
November 2014 as an additional director of the Company and he shall
hold office up to the date of the ensuing Annual General Meeting. The
Company has received requisite notice in writing from a member
proposing Mr. Kishore Kale for appointment as a Director.
In accordance with Section 152 of the Companies Act, 2013, Mr. Ashutosh
A. Maheshwari will retire by rotation at the ensuing Annual General
Meeting and are eligible for re-appointment.
RESIGNATION:
Mr. Bhanu Prakash Inani, Independent Director of the Company had
resigned and his resignation was accepted on 14th August 2014. The
Board appreciates his valuable support and guidance to the Company
during the tenure of his Directorship.
Mr. Anil Maloo, Executive Director of the Company had resigned and his
resignation was accepted wef 1st December 2014. The Board appreciates
his valuable support and guidance to the Company during the tenure of
his Directorship.
9. AUDITORS
Messrs M. Mehta & Company, Chartered Accountants, (Firm Reg. No.
000957C) who are the statutory auditors of the Company, hold office
till the conclusion of the ensuing Annual General Meeting and being
eligible have consented and offered them-selves for re-appointment.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules framed thereunder, it is proposed to appoint Messrs M.
Mehta & Company, Chartered Accountants, as Statutory Auditors of the
Company from the conculsion of the forthcoming AGM till the conclusion
of 23rd AGM to be held in the year 2017, subject to the ratification of
their appointment at every AGM. You are requested to consider their
re-appointment.
10. AUDITORS REPORT
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
11. CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is
committed to values aimed at enhancing an organizations brand and
reputation. The new Companies Act, 2013 and amended Listing Agreement
have strengthened the governance regime in the country. The Company is
in compliance with the governance requirements provided under the new
law and had proactively adopted many provisions of the new law, ahead
of time. The Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by SEBI.
Your Company has complied with the requirements of corporate governance
as per clause 49 of the Listing Agreements with the Stock Exchanges. A
detailed report on Corporate Governance is annexed to this Annual
Report. A certificate from the Statutory Auditors of the Company
regarding compliance of conditions of corporate governance has been
obtained and is enclosed with this Report.
A Certificate of the Whole time Director, appointed in terms of
Companies Act, 2013 and CFO of the Company in terms of sub-clause IX of
Clause 49 of Equity Listing Agreement, inter alia, confirming the
correctness of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting of matters to
the Audit Committee, is also annexed.
12. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of secion 134(3)(c) of the Commpanies
Act, 2013, your Directors state that -
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, had been followed and there are
no material departures from the same;
b) 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 as at March 31, 2015 and of the profit and loss of the
Company for the year ended on that period;
c) 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;
d) the directors had prepared the annual accounts on a 'going concern'
basis;
e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARININGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, is set out herewith as Annexure to this Report.
14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of
loans, guarantees or investments provided by the Company under Section
186 of the Act as at the end of the Financial Year 2014-15 are
disclosed in the Note to the Financial Statement attached with the
Board Report.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
16. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
Mr. Ashutosh A. Maheshwari, Chairman (DIN:00094262)
Mrs. Gitanjali A. Maheshwari, Whole time Director (DIN: 00094596)
(w.e.f. 14.08.2014)
Mr. Gopal Prasad Shrivastava, Chief Financial Officer (w.e.f.
14.08.2014)
Mr. Navin S. Patwa, Company Secretary
17. NUMBER OF MEETINGS OF THE BOARD
The details of the number of Board and Audit Committee meetings of the
Company are set out in the Corporate Governance Report which forms part
of this Report.
18. DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
made there under, the Company has not formulated an internal policy on
aforesaid Act during the year, since there were no women employee.
20. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134 (3) (a) of the
Companies Act, 2013, the extract of Annual Return as on March 31, 2015
in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the
Companies Act, 2013 and Rule 12 (1) of the Companies (Management and
Administration) Rules, 2014 is attached herewith as Annexure and forms
part of this Report.
21. AUDIT COMMITTEE
The Audit Committee as on March 31, 2015 comprises Mr. Santosh Muchhal,
Independent Director, Mr.
Ritesh Kumar Neema, Independent Director and Mr. Yogendra Vyas,
Independent Director Further, all recommendations of Audit Committee
were accepted by the Board of Directors.
22. VIGIL MECHANISM
The Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The policy provides for a framework and
process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair
practice being adopted against them.
23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2014-15, the Company has entered into
transactions with related parties as defined under Section 2 (76) of
the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, which were in the ordinary course of
business and on arms' length basis and in accordance with the
provisions of the Companies Act, 2013, Rules issued there under and
Clause 49 of the Listing Agreement. During the financial year 2014-15,
there were no transactions with related parties which qualify as
material transactions under the Listing Agreement.
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, the Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
www.sam-industries.com . The Policy intends to ensure that proper
reporting; approval and disclosure processes are in place for all
transactions between the Company and Related Parties.
24. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
25. INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
26. DISCLOUSER RELATING TO REMUNERATION OF DIRECTORS:
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement in the said rules is
given below:
Gitanjali A. Maheshwari, whole time Director: Remuneration in Rs. 37.50
Lacs.
27. RISK MANAGEMENT
Company has properly analyzed and identified the key business risk area
and a Risk Mitigation process. Company had extensively exercised at
regular intervals to identify, evaluate, manage and monitor all
business Risk. Company has also framed an elaborate Risk Management
policy.
28. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR.
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report
29. TRANSFER TO RESERVES:
The Board do not proposes to transfer any amount to reserves.
30. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Manish
Maheshwari, Practicing Company Secretary to conduct the Secretarial
Audit of the Company. The Secretarial Auditor reported that the Company
has not filed Form MGT-14 dated 31st Janaury 2015 regarding appointment
of Internal Auditor under section 138 of the Companies Act, 2013. The
Board of Directors will take necessary action for submission the same.
31. ANNUAL EVALUATION OF BOARD'S PERFORMANACE
In accordance with the provisions of schedule IV of the company Act,
2013, a separate meeting of the independent Directors was held on 14th
February, 2015. Without the attendance of Non independent Directors and
Members of the Management the committee has reviewed the performance
and effectiveness of the Board of in the meeting as a whole for the
Financial Year 2014-2015.
32. ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
received from Your Company's bankers and various Government agencies.
The Directors also wish to thank the Shareholders, Employees, Customers
and Suppliers for their support and co-operation.
For and on behalf of the Board of Directors
Ashutosh A. Maheshwari
Indore, 28th September, 2015 Chairman
DIN: 00094262 |