To the Members,
Your Directors have pleasure in presenting the 44th Annual Report of the Company along
with Audited Financial Statements for the year ended 31st March, 2022.
1. STANDALONE FINANCIAL RESULTS: (Rs in Lakhs)
Particulars |
2021-22 |
2020-21 |
Net Turnover and other Income |
1,93,752 |
1,12,821 |
Profit before Depreciation, Exceptional |
35,066 |
6,599 |
Item and Tax |
|
|
Less: Depreciation |
5,854 |
6,076 |
Profit before Exceptional Item and Tax |
29,212 |
523 |
Less : Exceptional Item |
529 |
- |
Profit before Tax |
28,683 |
523 |
Less: Tax Expense |
|
|
Current Tax |
7,545 |
430 |
Deferred Tax |
(114) |
(290) |
Income Tax related to earlier year |
- |
(151) |
|
7,431 |
HU |
Profit after Tax |
21,252 |
534 |
Add/(Less): Other Comprehensive Income (net of taxes) |
54 |
160 |
Total Comprehensive Income for the year |
21,306 |
694 |
2. OPERATIONS:
During the year under review, the Total Income of your Company was Rs 1,93,752 Lakhs as
compared to Rs 1,12,821 Lakhs in the previous year. The net profit for the year stood at
Rs 21,306 Lakhs against Rs 694 Lakhs in the previous year.
3. DIVIDEND:
Your Directors are pleased to recommend a Final Dividend of Rs 3.20 (160%) per Equity
Share of Rs 2/- each for the year 2021-22. During the year the Company had paid 1st
Interim Dividend of Rs 3/- (150%) per Equity Share and also 2nd Interim Dividend of Rs 3/-
(150%) per Equity Share of Rs 2/- each. The aggregate Dividend for the year is '9.20
(460%) per Equity Share (previous year Dividend of Rs 4.60 (230%) per Equity Share of Rs
2/- each), with a total outlay of Rs 4,312.04 Lakhs as against Rs 2,156.02 Lakhs for the
previous year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"/ "Listing
Regulations"), the Board of Directors of the Company ("the Board") has
approved and adopted the Dividend Distribution Policy and the same is available on the
Company's website at the link https://www.sivaram.com/investersfirelations/policv.
4. SHARE CAPITAL:
The Paid-up Share Capital of the Company as on 31st March, 2022 was Rs 937.40 Lakhs.
During the year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity. As on 31st March, 2022, none of
the Directors of the Company hold convertible instruments in the Company.
5. Re-classification UNDER regulation 31A of sebi (LODR) regulations, 2015.
During the year under review, the Board of Directors at its meeting held on 10th
August, 2021 had approved the request received from certain Promoters ("Outgoing
Promoters") for reclassifying them from "Promoter and Promoter Group"
category to "Public" category shareholders of the Company.
Accordingly, BSE Limited and National Stock Exchange of India Limited vide their
respective letter dated 16th February, 2022 had approved the Re-classification of Outgoing
Promoters to "Public" category in terms with the provisions of Regulation 31A of
Listing Regulations. The summary of the Shareholding Pre-Reclassification & Post
Re-classification are as follows :-
Re-classification |
Promoter Holding |
Public Holding |
|
Shares Held |
% age |
Shares Held |
% age |
Pre- Reclassification |
31494343 |
67.19 |
15375737 |
32.81 |
Post-Reclassification |
31489313 |
67.18 |
15380767 |
32.82 |
6. RESERVES:
The Company has transferred Rs 20,000 Lakhs to General Reserves during the year under
review.
7. MANAGEMENT DISCUSSION AND ANALYSIS:
A separate section on Management Discussion and Analysis Report ("MD&A")
is included in the Annual Report as required under Regulation 34(2)(e) of the Listing
Regulations.
8. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated in the Listing Regulations, together
with Certificate from the Auditors of the Company confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid regulations, forms part of the
Annual Report.
9. DIRECTORS:
Directors appointment / re-appointment.
Shri. Ramesh D. Poddar, Director, retires by rotation and being eligible, offers
himself for re-appointment. Your Directors commend his re-appointment.
The Board has approved the re-appointment and remuneration of Shri. Gaurav P. Poddar,
as President and Executive Director, for a further period of 5 years from 1st August, 2022
to 31st July, 2027, Shri. Ramesh D. Poddar as Chairman and Managing Director and Shri.
Shrikishan D. Poddar as Executive Director for a further period of 5 years from 1st
November, 2022 to 31st October, 2027. Necessary resolutions have been put up in the Notice
of the ensuing Annual General Meeting (AGM) for approval of the members. Your Directors
commend the resolutions.
Brief resume of Directors being appointed/ re-appointed as required by the SEBI (LODR)
Regulations, 2015 and Secretarial Standards on General Meetings are provided in the
Annexure to the notice convening the AGM of the Company.
Declaration from Independent Directors.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and regulation
16(1)(b) of SEBI (LODR) Regulations, 2015.
Company's Policy on appointment and remuneration of Directors.
Appointment of Independent Directors.
All Independent Directors of the Company are appointed for a term of 5 years.
Accordingly, the Independent Directors viz. Smt. Mangala R. Prabhu holds office upto 24th
March, 2024 and Shri. Sachindra N. Chaturvedi, Shri. Deepak R. Shah, Shri. Ashok N. Desai,
and Shri. Chetan S. Thakkar hold office upto 31st July, 2024.
Criteria for appointment of Independent Directors.
The Independent Directors shall be of high integrity with relevant experience and
expertise in the fields of manufacturing, marketing, finance, taxation, law, governance
and general management, so as to have a diverse Board.
Criteria for appointment of Managing Directors/ Whole Time Directors.
The Nomination and Remuneration Committee shall identify persons of integrity who
possess relevant experience and expertise particularly in the Textile Industry, leadership
qualities required for the position and shall take into consideration recommendations, if
any, received from any member of the Board.
Remuneration Policy.
The Company follows a policy on remuneration for Directors and Senior Management
Employees, details of the same are given in the Corporate Governance Report.
Performance Evaluation.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Nomination and Remuneration Committee has laid down the criteria for evaluation of the
performance of Individual Directors, the Board as a whole and also the Secretarial
Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors at a separately convened meeting held on 25th
March, 2022 at which the performance of the Board as a whole was also evaluated and the
performance of the Secretarial Department was also reviewed. The Company has implemented a
system of evaluation on the basis of a structured questionnaire which comprises evaluation
criteria taking into consideration various performance related aspects. The performance
evaluation of the Independent Directors was carried out by the entire Board (excluding the
Director being evaluated).
The Directors expressed their satisfaction with the evaluation process.
10. NUMBER OF BOARD MEETING:
The Board of Directors met 4(four) times during the year, the details of which are
provided in the Corporate Governance Report.
11. COMMITTEES OF THE BOARD:
The Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
6. Share Transfer Committee
7. Risk Management Committee
8. Allotment Committee.
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors
confirm as under:-
i) that in the preparation of the accounts for the financial year ended 31 st March
2022, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) that the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March, 2022
and of the profit of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) that the Directors have prepared the accounts for the financial year on going
concern basis.
v) the Directors have laid down internal financial controls, which are adequate and
operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
13. INTERNAL FINANCIAL CONTROL SYSTEM:
Your Company has in place an adequate internal financial control system, commensurate
with the size and complexity of its operations. Necessary checks and controls are in place
to ensure that all assets are safeguarded, to detect and prevent errors and frauds and
that the transactions are properly verified, adequately authorized, correctly recorded and
properly reported. The Internal Auditors of the Company conduct Audit of various
departments to ensure that internal controls are in place and submit Quarterly Reports to
the Audit Committee. The Audit Committee regularly reviews these Reports and the Company
when needed takes corrective actions.
The Internal Auditors also audit the effectiveness of the Company's internal financial
control system. No major inefficiencies were reported.
14. HUMAN RESOURCES / INDUSTRIAL RELATIONS:
Your Company treats its Human Resources as its important asset and believes in its
contribution to the all-round growth of your Company. Your Company takes steps, from time
to time, to upgrade and enhance the quality of this asset and strives to maintain it in
agile and responsive form. Your Company is an equal opportunity employer and practices
fair employment policies. Your Company is confident that its Human Capital will
effectively contribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Industrial relations with staff and workmen during the year under review continued to
be cordial.
15. KEY FINANCIAL RATIOS:
Ratios |
2022 |
2021 |
Change |
Debtors Turnover |
5.89 |
3.62 |
62.51% |
Inventory Turnover |
2.73 |
1.86 |
47.15% |
Interest Coverage Ratio |
17.17 |
1.18 |
1358.52% |
Current Ratio |
2.11 |
2.27 |
-7.29% |
Debt Equity Ratio |
0.27 |
0.21 |
30.14% |
Operating Profit Margin % |
14.05% |
-2.79% |
- |
Net Profit Margin % |
11.17% |
0.49% |
2174.22% |
Return on Net Worth % |
22.67% |
0.69% |
3186.01% |
Note (1) Above ratios are based on Standalone Financials of the Company.
(2) Higher Interest Coverage Ratio, Operating Profit Margin, Net Profit Margin and
Return on Net Worth is due to higher profitability during the year. The year 2020-21 was a
Covid-19 pandemic affected year, hence the ratios are not comparable.
16. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy
of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act
read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be
accessed on the Company's website at the link
https://www.siyaram.com/investersfirelations/agm_2022.
17. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits and
there were no unclaimed deposits or interest thereon as on 31st March, 2022.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013, are provided in the notes to the Standalone Financial
Statements.
19. SUBSIDIARY COMPANIES:
Cadini S.R.L.
The Company has a wholly owned foreign subsidiary, namely Cadini S.R.L., Italy.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial
statements of the subsidiary is given in Form AOC-I and forms part of the Annual Report.
20. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company are prepared in accordance with
the relevant Indian Accounting Standard issued by the Institute of Chartered Accountants
of India and forms part of the Annual Report.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Policy are given in the Corporate Governance
Report and the Policy is posted on the Company's website at the link
https://www.siyaram.com/uploads/1579851974_Final_ Whistle_Blower_Policy.pdf
22. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in
the ordinary course of business and were on an arm's length basis. There are no materially
significant related party transactions entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other related parties which may have a potential
conflict with the interest of the Company at large. During the year, the Company has not
entered into related party transactions which could be considered as material in
accordance with the Policy on Related Party Transactions of the Company. Accordingly, the
disclosure of related party transactions as required under section 134(3)(h) of the
Companies Act, 2013 in Form AOC -2 is not applicable to your Company.
All related party transactions for the year are placed before the Audit Committee as
well as before the Board for approval. The transactions entered into with related parties
are reviewed on a quarterly basis by the Audit Committee.
The Policy on Related Party Transactions as approved by the Audit Committee and Board
is uploaded on the Company's website at the link https://www.siyaram.com/
uploads/1654181577_Policv_on_Materialitv_of_Related_ Party_Transactions.pdf
Members can refer to Note No.42 to the Standalone Financial Statements which sets out
related party disclosures.
23. RISK MANAGEMENT:
In line with the regulatory requirements, the Company has framed a Risk Management
Policy to identify and assess the key business risk areas and to put in place a mechanism
for mitigation of risk. A detailed exercise is being carried out at regular intervals to
identify, evaluate, manage and monitor all business risks. The Board periodically reviews
the risks and suggests steps to be taken to control and mitigate the same through a
properly defined framework.
24. 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.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THIS REPORT: There have been no material changes or
commitments 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 this Report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of The Companies (Accounts) Rules, 2014, is given in Annexure -I to this Report.
27. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline on the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure -II to this Report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The Policy is available on the Company's
website at the link https://www.siyaram.
com/uploads/1575468807_Social_Responsibility_Policy- SSML.pdf
28. AUDITORS:
a. Statutory Auditors:
In the 39th AGM held on 9th September, 2017, M/s. D S M R & CO, (formerly known as
Songira & Associates) Chartered Accountants, (FRN.128085W), were appointed as
Statutory Auditors of the Com pany for a period of 5(five) years from the conclusion of
the 39th AGM till the conclusion of the 44th AGM of the Company to be held in the year
2022.
M/s. D S M R & CO, Chartered Accountants, will complete their present term on
conclusion of this AGM in terms of the said approval and as per Section 139 of the Act
read with the Companies (Audit and Auditors) Rules, 2014.
M/s. D S M R & CO, Chartered Accountants, have expressed their intention not to
seek re-appointment as Statutory Auditors of the Company on the conclusion of the present
term. The Audit Committee and the Board of Directors at their meeting held on 7th May,
2022 took note of the above and accepted their request.
The Board of Directors placed on record its appreciation for the services rendered by
M/s. D S M R & CO, Chartered Accountants, to the Company.
Further, the Report of the Statutory Auditors, M/s. D S M R & CO, Chartered
Accountants, forms part of the Annual Report. The observations made in the Auditors'
Report are self-explanatory and therefore do not call for any further comments.
It is proposed to appoint M/s. Jayantilal Thakkar & Co., Chartered Accountants
(FRN104133W), as Statutory Auditors of the Company to hold office from the conclusion of
this AGM till the conclusion of the 49th AGM to be held in the year 2027. As required
under section 139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s. Jayantilal Thakkar & Co., Chartered Accountants, that their
appointment, if made, would be in conformity with the limits specified in the said
section. Resolution for their appointment is placed before the Members of the Company at
the ensuing AGM. Members are requested to approve their appointment as Statutory Auditors
and to fix their remuneration.
b. Cost Auditors:
As per the provisions of section 148 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014 framed thereunder, the Cost Audit of the cost
records of the Company for the F.Y 2021-22 was carried out by M/s. Bhuta & Associates,
Cost Accountants and the related Report will be filed on or before 27th September, 2022.
The Cost Audit Report for the F.Y 2020-21 was filed on 29th October, 2021.
The Board of Directors have re-appointed M/s. Bhuta & Associates, Cost Accountants,
as Cost Auditors to audit cost records of the Company for the F.Y! 2022- 23. A resolution
seeking members' approval for the remuneration payable to them forms part of the Notice
convening the AGM.
c. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. GMJ & Associates, Company Secretaries to undertake Secretarial Audit
for the F.Y 2021-22. The Secretarial Audit Report is annexed herewith as Annexure - III.
There is no secretarial audit qualification for the year under review.
29. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013, read
with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is attached as Annexure -IV. In terms of the provisions of Section 197(12) of the
Act read with sub-rule (2) and (3) of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and other
particulars of employees drawing remuneration in excess of the limits set out in the said
Rules are provided in the Report. However, having regard to the provisions of the first
proviso to section 136(1) of the Companies Act, 2013 the details are excluded from the
Report sent to members. The required information is available for inspection at the
registered office/ corporate office and the same shall be furnished on request.
30. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of your Company during the year under
review.
31. business responsibility report:
The Business Responsibility Report as required by Regulation 34(2)(f) of the SEBI
(LODR), Regulations, 2015 is annexed as Annexure - V and forms part of this Report.
32. APPRECIATION:
Your Company is grateful for the continued co-operation and support extended to it by
the Government and Semi-Government Authorities, Shareholders, Financial Institutions,
Banks, Customers and Vendors. Your Directors also express their warm appreciation for the
dedicated and sincere services rendered by the Employees of the Company.
For and on behalf of the Board of Directors
|
RAMESH D. PODDAR |
Place: Mumbai |
Chairman and Managing Director |
Dated: 7th May, 2022. |
DIN - 00090104 |
|