Your directors have pleasure in presenting the 51st Annual
Report together with the Audited Accounts for the year ended March 31,2025.
| PERFORMANCE HIGHLIGHTS |
2024 - 25 |
2023 - 24 |
| Revenue from Operations |
|
|
| Direct exports .. .. .. |
486 |
431 |
| Merchandise exports .. .. .. |
117 |
70 |
| Domestic Sales .. .. .. |
26135 |
21162 |
| Wind Turbine Generator Power sold to third party |
110 |
144 |
| Total Revenue from Operations |
26848 |
21807 |
| Other income .. .. .. |
107 |
628 |
| Total Income |
26955 |
22435 |
| Profit |
|
|
| Profit [Profit before interest, depreciation & Tax] |
1074 |
1302 |
| PROFIT BEFORE TAX [PBT] .. .. .. |
(1017) |
(1121) |
| Less : Provision for Current Tax .. .. .. |
- |
- |
| Provision for Deferred Tax.. .. .. |
(274) |
(331 |
| PROFIT AFTER TAX [PAT] .. .. .. |
(743) |
(790) |
2 DIVIDEND
The Directors have not recommended dividend for the year ended 31st
March 2025 in view of the loss incurred during the year FY 2024-25.
3 MANAGEMENT DISCUSSION AND ANALYSIS
Core business of the company is manufacture and sale of cotton yarn and
blended yarn. The management discussion and analysis given below discusses the key issues
of the Industry with specific reference to the cotton yarn spinning sector.
Details of changes on following ratios (with reasons for changes if 25
% or more as compared to immediately previous financial year).
Key Financial Ratios :
| S.No. Particulars |
2024-25 |
2023-24 |
Change(%) |
Reasons |
| (a) Current Ratio (in times) |
1.05 |
1.04 |
0.96% |
|
| (b) Debt-Equity Ratio (in times) |
1.39 |
1.36 |
2.21% |
|
| (.c.) Interest Coverage Ratio (in times) |
0.94 |
1.00 |
(6.00)% |
|
| (d) Return on Net worth (in %) |
(8.40)% |
(8.27)% |
(1.57)% |
|
| (e) Inventory Turnover Ratio (in times) |
3.54 |
3.02 |
17.22% |
|
| (f) Debtor Turnover Ratio (in times) |
10.55 |
7.21 |
46.32% |
Due to Improved collection during the year |
| (g) Net Profit Ratio (in %) |
(2.77)% |
(3.62)% |
23.48% |
|
| (h) Operating Profit ratio (in %) |
4.00% |
5.97% |
(33.00)% |
Due to Increased operational costs and lesser realisation |
a. REVIEW OF OPERATIONS:
In spite of world wide disturbances coupled with domestic challenges,
company has made Rs 50.40 crore increase in operating revenue (23.11 % increase in its
revenue when compared to last year) ie from Rs 218 crores (FY 23-24) to Rs 269 crores in
FY 24-25. The gross production volume stood at 86.82 Lakhs Kgs (including purchase done
for trading of 4.70 lakhs kgs) during the financial year 2024-25 as against 71.50 Lakhs
Kgs of last year.
The sale volume for the FY 2024-25 stood at 88.89 Lakh Kgs as compared
to 69.91 Lakh Kgs of last year. Raw material rate decrease is very marginal when compared
to steep decrease in selling price during the year and sale had to be made at a lower
price to sustain the competitive market conditions. However Company's quality of yarn in
value added segment has been well appreciated by the customers and the Company is
receiving moderate volume of orders for value added counts.
During the year 24-25, capacity utilisation was in the range of 85 to
90 % due to uncertainties in off take that prevailed for quite some time. Further, even
though solar power plant was available fully, the power generated could be used only to
the extent of yarn production capacity usage as mentioned above. Power generated from
green energy source namely Wind mill and Solar power to the extent of 305.42 lakhs Kilo
Watt Units have subscribed to the overall power requirements for the manufacture of yarn
and this has enabled to sustain the power cost per unit. However due to increased
production during the year (from 65.4 lakhs kgs in 23-24 to 82.12 lakhs kgs in 24-25),
quantitative power consumption has increased and net work charges imposed by Govt
resulting in Net power cost increase from Rs 12 crores to 18 crores.
b. WAY FORWARD:
Following almost three years of slump in demand and rising production
costs, textile mills in Tamil Nadu are looking at gradual market improvement and better
performance in the years to come
Spinning Industry is said to have gone a highly challenging phase
during financial year 2023-24 and 24-25 due to weak demand for yarn and high inventory
levels across the value chain. There was a steady improvement in yarn demand for the last
nine months, driven by inventory exhaustion across the value chain and a 10% reduction in
installed spindles across India, which helped restore supply-demand balance to some
extent. The textile mills were able to sell their monthly production and old stocks are
getting exhausted. While the larger mills were currently operating 95% capacity, others
were operating 70% to 80%.
However, margins remain under pressure due to the price gap between
domestic and international cotton and rising conversion costs. We remain hopeful that
sustained demand will gradually lead to margin improvement from this fiscal.
Also textile mills that had financial resources are planning for
investing in modernisation and automation to improve efficiency in the medium term. A
sustained growth in demand would enable the mills to invest in next level of
modernisation.
According to Southern India Mills' Association, of the 24 million
spindles in Tamil Nadu nearly 19 million were in operation. Of these, one third is being
operated by 100% renewable energy sources through captive use. Another five million
spindles should improve the production efficiency and competitiveness to survive in the
long term.
Further we have to go for synthetic yarn and many more value added
yarns The opportunities were high for the textile industry as there were free trade
agreements. The mills should focus on multiple factors such as value added yarns,
modernisation, and fibres to become sustainable in the long run.
A rebound in exports and favorable domestic demand are expected to
drive India's cotton yarn industry to a 7 to 9% revenue growth in the current fiscal, up
from a modest 2-4% growth in the previous fiscal. Uptick in volumes will primarily drive
this growth, supported by modest increase in yarn prices.
The market is expecting significant growth due to the increasing demand
for textiles in developing economies. This trend is driven by the expanding middle class
population in these regions, leading to a rise in consumer spending on textiles. Fashion
trends continue to influence the textile market, with consumers seeking innovative and
unique textiles for their clothing and home decor needs. Furthermore, innovations in the
textile industry, such as the integration of advanced technologies and sustainable
production methods, are enhancing product quality and appeal. However, the market faces
challenges related to health hazards associated with the production process.
In the context of expecting significant growth as said above and to
give fillip to the expectation, the Union govt has come out with a development plan to go
about Rs 1900 crores textile park Under Pradhan mantri Mega Integrated textile region and
apparel park coming up in about 1052 acre site at Virudhunagar district in TN and this is
expected to host next generation textile manufacturing eco system focused on technical
textiles and integrated processing units. It is one of seven PM MITRA parks being
developed nationwide under the centre's flagship scheme aimed at catalysing India's
textile sector support and investment incentives. The project was formalized during the
year 2023 and is targeted for completion in the year 2026 with state govt projecting Rs
10,000 crore in investment and creation of one lakh jobs.
c. ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)
Our commitment to reducing environmental impact is evident from
contribution to emissions reduction and renewable energy investments through initiatives
like solar power generation and a focus on recycling of Waste cotton and resource
optimization. We demonstrate our dedication to sustainable manufacturing and environmental
stewardship. Company recognizes environment protection is fundamental to its survival and
also health and safety of employees and workers are of primary importance. Accordingly
company gives importance in all operational and functional areas at all three locations of
the Company and ensures accident free period. Further Regular safety audits, periodic
safety inspections are carried out by expert agencies in a systematic way and suitable
control measures are followed and safe operations are ensured at factory sites. All
processes as required for Pollution Control and Environmental Protection are strictly
followed.
d. INTERNAL CONTROL AND SYSTEMS
The company has adequate Internal Control Systems in place that
commensurate with the size, scale, and complexity of its operations and does the
evaluation of risk in board meeting periodically. Internal Auditors are carrying out the
audits and advising the management on strengthening of internal control systems then and
there. The reports are discussed periodically. Significant audit observations and
corrective actions thereon are presented to the Audit committee periodically.
Further the Company is certified with ISO 9001, ISO 14001 and ISO 45001
on the manufacturing systems. Further, the Company's Better Cotton Initiatives and organic
cotton yarn is certified by GCL. Further Sambandam Spinning Mills Limited is the approved
and preferred customer for following buying houses namely Inditex, C&A, Marco Polo,
Amfori@BSCI and MUJI.
e. HUMAN RESOURCES MANAGEMENT
Employee's health and safety involves a wide range of factors such as
physical, mental, emotional and social health, which are fully integrated for an
individual's overall sense of well-being. At Sambandam an employee- friendly environment
is created through its innovative HR Policy where employees feel safe, supported, valued
and respected. Company provides necessary resources, policies and practices that promote
not only physical health but also psychological and emotional support. Company prioritises
employee's well-being experience resulting in better performance. More than that in
Sambandam, as a Social cause towards women empowerment and helping the marginalised
society, the Policy is framed and followed continuously in true letter and spirit by the
Promoters of the company, ever since the inception of the Company
f. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT POLICY OF WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 provides for protection against sexual harassment of women at
workplace and for the prevention and redressal of complaints of sexual harassment and also
for the matters incidental thereto. The Company has accordingly adopted the policy against
Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and
redressing sexual harassment of female employees at all the workplace within the Company
which are based on fundamental principles of justice and fair play. Internal Complaints
Committee under the sexual harassment of women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, has been formed and complied with. Further, Anti Sexual Harassment
Committee constituted at each unit shall be responsible for redressal of complaints
related to sexual harassment. The details of all such Complaints and its proper redressal
through prompt corrective steps are informed to the Top Management so as to ensure that
suitable processes and mechanisms are put in place to ensure that issues of sexual
harassment, if any, are effectively addressed.
1) No of sexual harassment complaints received during the year = Nil
2) Number of complaints disposed off within the year = Nil and NA
3) No of complaints pending for more than 90 days = Nil
The company is in full compliant with respect to the provisions
relating to the Maternity Benefit act 1961
g. COST AUDIT
In view of applicability of maintenance of cost records and cost audit
for the company, cost audit for year 2024-25 is completed in time and the same is
submitted by the auditor to the board of Directors and the same shall be filed with MCA
before the due date.
Board of directors have approved the appointment of Dr. C. Dhanapal,
Practising Cost Accountant (Membership Number : 14293) Cost Accountants for audit of cost
accounts of the Company. In accordance with the provisions of the Companies Act 2013 and
the Rules framed there under, Cost Audit for the Company is applicable for the financial
year 2025 - 26 and the resolution for ratification of the remuneration payable to the Cost
Auditor for the year 2025-26 is placed before the members in the notice of this AGM for
ratification.
In view of the Company maintaining the cost records and the statutory
requirement for the cost audit of such records, Cost Audit for the year 2025-26 shall be
conducted and its report thereon will be produced.
h. BOARD MEETINGS :
During the year under review Five board meetings were held and the
intervening gap between any two board meetings did not exceed 120 days or extended
permitted days by Government. Dates of the board meetings and details of directors'
attendance at the meetings are furnished in the Corporate Governance report at Annexure -
VII.
i. DIRECTORS
During the year changes took place in the composition of Board of
Directors (including Independent Directors) w.e.f 11.8.2024 which was duly approved by the
shareholders in the 50 th AGM held on 21-09-2024.
The Company has adequate Independent Directors in compliance with the
Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
(Hereinafter referred to as Listing Regulations). Familiarization Program on the Company
and its operation was conducted for the Independent Directors periodically during every
meeting .Requisite declaration from the Independent Directors of the Company under Section
149 (7) of the Act confirming that they meet with the criteria of their Independence laid
in Section 149 (6) have been obtained. The Board is of the opinion that the Independent
Non-Executive Directors of the Company possess requisite qualifications, expertise and
experience and they hold highest standards of integrity.
Company's policy on Directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under section 178(3) of the Act are covered under Nomination
and Remuneration Policy and it is available in the web-link of the Company
http://www.sambandam.com/results/SSM-NRP-2015.pdf. Further, information about elements of
remuneration package of individual directors is provided in the Annual Return as provided
under Section 92(3) of the Act, Under Serial No. 9 of this Report.
Declaration by Independent Directors
Independent directors of the Company have submitted a declaration that
each of them meets the criteria of independence as provided in Sub-Section (6) of Section
149 of the Act. Further, there has been no change in the circumstances which may affect
their status as Independent director during the year.
Declaration on adherence to the Code of Conduct.
As provided under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all the Board members and senior management personnel of
the Company have confirmed adherence to the Code of Conduct of Sambandam Spinning Mills
Ltd., Limited for the financial year ended March 31,2025.
j. DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE
COMPANIES ACT, 2013
Pursuant to the requirement of Section 134(5) of the Act, and based on
the representations received from the management, the directors hereby confirm that:
a) in the preparation of the annual accounts for the financial year
2024-25, the applicable accounting standards Ind AS have been followed and there are no
material departures;
b) they have 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 loss of the Company for the financial year;
c) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting records in accordance
with the provisions of the Act. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating properly;
and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
k. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no orders were passed by the Regulators or
Courts or Tribunals impacting the going concern status and the operations of the Company.
l. PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
None of the employees (other than the Directors and KMPs whose
remuneration is displayed in "s" page no. 22 below) of the Company has drawn
remuneration exceeding Rs 8.5 lakhs per month or Rs 102 lakhs per annum during the year.
Managerial Remuneration
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 with subsequent amendments thereto
is annexed (in page no. 48) with this report and forms part of this report.
m. Related Party Transactions :
All Related Party Transactions that were entered into during the
financial year were only at arm's length basis in the ordinary course of business, whose
accounts is placed before the shareholders at the General Meeting for approval. However,
as per regulatory requirements an omnibus approval from the audit committee for such
transactions has been obtained. The Company has not entered into any new contract /
arrangement during the year with related parties except the one mentioned in form AOC 2 to
this annual report . Further the details of such transactions with related parties have
been disclosed in Notes to the Standalone Financial Statement forming an integral part of
this Annual Report The Transactions as required under Indian Accounting Standards 'Ind
AS-24 are reported in Note 46 of the Notes to Accounts of the Standalone Financial
Statements. The Company's Policy on dealing with related party transactions is available
on the Company's website http://www.sambandam.com/results/RPT-Policy.pdf.
n. BOARD EVALUATION
Your Company has in place a Policy relating to selection, remuneration
and evaluation of Directors and Senior Management.. The said Policy is available on the
website of the Company www.sambandam.com Pursuant to the provisions of the Companies
Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual evaluation of its own performance and that of its
Committees as well as performance of the Directors individually. Feedback was sought by
way of a structured questionnaire covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance and the evaluation was
carried out based on responses received from the Directors
During the year under review, the Board adopted a formal mechanism for
evaluating its performance and as well as that of its Committees and individual Directors,
including the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Board functioning such as composition
of the Board and Committees, experience and competencies, performance of specific duties
and obligations, governance issues, etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance at Board Meetings and General Meetings; participation in
Board proceedings; independence and candidness shown at meetings; clarity and
objectiveness in expressing views at meetings; awareness of governance code, compliance
requirements, risk framework, etc. interactions with other Directors / Senior Management
during and outside meetings; keenness to continuously familiarize with the industry and
the Company etc.
Outcome of evaluation process
Based on inputs received from the members, it emerged that the Board
had a good mix of competency, experience, qualifications and diversity. Each Board member
contributed in his/her own manner to the collective wisdom of the Board, keeping in mind
his/her own background and experience. The necessary disclosures under SEBI Regulations
given hereunder:
a. Observations of Board evaluation carried out for the year 24-25 i
Achieved Operating revenue of Rs 269 crores
ii. Achieved EBIDTA of 4.00 %
b. Previous year 23-24 observations and action taken
All compliance parameters as per SEBI circular have been full filled
c. Proposed actions for 25-26 based on current year observations i To
achieve a turnover of Rs 350 crores
ii. To aim for EBIDTA of 20 %
iii. To implement Integrated accounting package fully
o. FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS
The Directors are provided with all the documents to enable them to
have a better understanding of the Company, its various operations and the industry in
which it operates. All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and
familiarize the new NonExecutive Directors on matters related to the Company's values and
commitments. They are also introduced to the organization structure, constitution of
various committees, board procedures, risk management strategies, etc. Strategic
presentations are made to the Board where Directors get an opportunity to interact with
Senior Management. Senior management personnel of the Company make presentations to the
Board Members on a periodical basis, briefing them on the operations of the Company,
plans, strategy, risks involved, new initiatives, etc., and seek their opinions and
suggestions on the same. In addition, the Directors are briefed on their specific
responsibilities and duties that may arise from time to time. The Statutory Auditors and
Internal Auditors of the Company make presentations to the Board of Directors on Financial
Statements and Internal Controls. They will also make presentations on regulatory changes
from time to time. The Company Secretary provides an update on Regulatory Changes along
with the Board Agenda. The details of the familiarisation program me are available on the
website of the company
Presentations during every quarter are made by Senior Management and
Internal Auditors at the Board meetings and Committee meetings on the business and
performance updates of the Company, local and global business environment, business risks
and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on
relevant statutory changes encompassing important laws are regularly intimated then and
there to all the Directors including the Independent Directors.
p. DEPOSITS
The following are the details of deposits (accepted from the
shareholders) covered under Chapter V of the Companies Act 2013.
i Deposits at the beginning of the year on 1st April, 2024 :
Rs 809.57 lakhs
ii. Deposits Accepted from shareholders during the year (2024-25) : Rs
178.75 lakhs
iii. Deposits repaid to shareholders during the year (2024-25) : Rs
45.51 lakhs
iv. Deposits of shareholders outstanding at the end of the financial
year on 31st March, 2025 :
Rs 942.81 lakhs
v. Remained unpaid or unclaimed as at the end of the year : NIL
vi. Any default in repayment of deposits or payment of interest thereon
during the year : NIL Company has duly complied with the provisions of section 73 of the
Companies Act, 2013 read with relevant rules with respect to fixed deposits.
The following are the details of deposits accepted from the Directors
which is not covered under definition of deposits Rules.
i Deposits at the beginning of the year on 1st April, 2024 :
Rs 80.00 lakhs
ii. Deposits accepted from Directors during the year (2024-25) : Rs 772
lakhs
iii. Deposits repaid to Directors during the year (2024-25) : 120 lakhs
iv. Deposits of Directors outstanding at the end of the financial year
on 31st March, 2025 : Rs 732 lakhs
v. Remained unpaid or unclaimed as at the end of the year : NIL
vi. Any default in repayment of deposits or payment of interest thereon
during the year : NIL
q. INDUSTRY ASSOCIATIONS
Sri S. Dinakaran, Joint Managing Director of the Company is a special
invitee in the Committee of Administration and Yarn Committee of the Cotton Textiles
Export Promotion Council (TEXPROCIL), Mumbai. He is also a director in Confederation of
Indian Textile Industry (CITI), Delhi. By virtue of the offices he holds, Sri S. Dinakaran
has been representing to SIMA at the appropriate time to get relief to the ailing Textile
Industry. Further to above, he keeps attending Live textile exhibition and represent
spinning Industry and company scenarios.
r. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE
COMPANIES
There were two associate Companies -out of which one namely Salem IVF
Center Pvt Ltd is disassociated due to sale of investments in that company on 26.06.2024
and also due to resignation of common Director Sri.S.Devarajan from that company w.e.f.
01.07.2024.
SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the
share capital of that Company.
This Company has recorded total revenue of Rs 326.75 Lakhs and
profit after tax (PAT) of Rs 17.25 Lakhs for the year ended 31.03.2025 as against
Rs 300.33 Lakhs Revenue and Rs 10.31 Lakhs PAT recorded in the previous year
2023-24.
Salem IVF Centre Pvt. Ltd. - Not applicable due to above said
reason of dissociation from Salem IVF center HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES
OR ASSOCIATE COMPANIES
SPMM Health Care Services Pvt Ltd., revenue increased marginally by
8.80 % from operations during 24-25 when compared to 23-24 and the Net profit after tax
also has increased by 67.31%due to operational reasons.
s. CHANGES OR COMMITMENTS AFTER THE YEAR ENDED ON 31.3.2025
No material change or commitments affecting the financial position of
the company has occurred between the close of the financial year on 31.3.2025 and the date
of this report Information
Pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2)
of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 :
(i) Ratio of the remuneration of each Director, Chief Technical
Officer, Chief Marketing Officer, Chief Financial Officer and, Company Secretary to the
median remuneration of the employees of the Company is tabulated below
(ii) Percentage increase in their remuneration in 2024-25 as compared
to the previous year (2023-24): (Median Remuneration : Rs 1,47,420 in 2024-25).There is no
change (no increase) in the remuneration of directors and KMPs during the year 24-25
| Name of whole-time Directors and KMP |
Remuneration % increase in 2024-25 |
Ratio to Median Remn. |
Ratio of 2024-25 Remuneration
to |
|
|
|
Revenue |
Net Profit |
| Sri S.Devarajan, Chairman and Managing Director |
0% |
81.40 |
0.45% |
(11.80)% |
| Sri S.Jegarajan, Joint Managing Director |
0% |
78.96 |
0.43% |
(11.44)% |
| Sri S.Dinakaran, Joint Managing Director |
0% |
50.47 |
0.28% |
(7.32)% |
| Sri D.Niranjan Kumar, Director - Marketing |
0% |
32.56 |
0.18% |
(4.72)% |
| Sri J.Sakthivel, Director - Technical |
0% |
32.56 |
0.18% |
(4.72)% |
| Sri P.Boopalan, Chief Financial Officer |
0% |
20.35 |
0.11% |
(2.95)% |
| Sri S.Natarajan, Company Secretary |
0% |
10.99 |
0.06% |
(1.59)% |
Note : 1. All appointments are contractual
2. Remuneration includes salary, perquisites
| Name of Non-executive Directors |
# Sitting fees in 2024-25 Rs. lakhs |
# Sitting fees in 2023-24 Rs. lakhs |
| Mr. D.Sudharsan - |
0.75 |
1.25 |
| Dr. V.Sekar |
3.35 |
4.65 |
| Mr. D.Balasundaram |
3.10 |
4.65 |
| Mr. S.Gnanashekaran |
1.80 |
4.65 |
| Mr. Kameshwar M Bhat |
1.80 |
4.65 |
| Smt. Annapoorani Venugopalan |
2.30 |
2.00 |
| Mr. S.Bhaskaran |
2.30 |
2.00 |
| Mr. M.Gopalakrishnan |
1.55 |
N.A |
| Mr. T.Padmanabhan |
1.55 |
N.A |
# Only sitting fees is payable to Non-executive and Independent
Directors for the meetings of the Committee or of the Board attended by them.
(a) Variation in the sitting fees paid to Directors depends on their
attendance at the Board / Committee Meetings.
(iii) Number of permanent employees on the rolls of the Company :
1621
(iv) No variable component of the remuneration to any director.
4 AUDITORS
At the 48th Annual General Meeting held on 23.09.2022, M/s P.N
Raghavendra Rao & Co, Chartered Accountants, Firm Registration No. FRN : 003328S were
appointed as statutory Auditors of the Company upto conclusion of 53rd AGM. Statutory
Auditor M/s P.N. Raghavandra Rao & Co., Chartered Accountants have confirmed their
eligibility to remain as Auditors for the year 2025-26. On the recommendation of the Audit
Committee, Board is placing the resolution for fees payable for the year 2025-26 to the
statutory Auditors before the members for approval.
As per the provisions of the Companies Act, 2013 read with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Auditor
who shall be peer reviewed has to be appointed. Accordingly, the Board unanimously decided
to appoint M/S KUVS & Associates, Practising Company Secretaries, Trichy Peer Review
Certificate No. 6318/2024 as Secretarial Auditors of the Company for a term of 5
consecutive years at a proposed remuneration of Rs 2,00,000/- for the financial year
ending 31.03.2026. The Audit Committee and Board of Directors of the Company have
considered their skill, expertise ,efficacy and recommended their appointment for a term
of 5 consecutive years commencing from 01.04.2025 to 31.03.2030. Based on the
recommendation of the Audit Committee, the Board of Directors of the Company are empowered
to fix their remuneration plus travelling and other out of pocket expenses incurred by
them in connection with the audit for the remaining part of the tenure. Appointment of M/s
KUVS & Associates as Secretarial Auditors has to be approved by the Shareholders and
hence the resolution under Item no.5 is placed for your approval. None of the Directors or
Key Managerial Personnel or their relatives is in any way, concerned or interested,
financially or otherwise, in this resolution. The Board recommends the Ordinary Resolution
set out at Item No.5 of the Notice for approval of the Members
5 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in note 50 to the notes to
the financial statements.
6 VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has an established vigil mechanism for Directors /
Employees to report concerns about unethical behavior, actual or suspected fraud, or
violation of the code of conduct or ethics policy. It also provides for adequate
safeguards against victimization of directors/ employees who avail of the mechanism. The
Company affirms that no personnel have been denied access to the audit committee. The
Company has formulated a Policy on Vigil Mechanism and has established a mechanism that
any personnel may raise Reportable Matter after becoming aware of the same. All suspected
violations and Reportable Matters are reported to an Independent Director and member of
the Audit Committee and suitable directions/actions are informed to the Managing Director
of the Company.
The Company has adopted Whistle Blower Policy in line with the
provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the
Company's Website under the web link
http://www.sambandam.com/results/SSML-WB-POLICY-Ver-2-0-2024.pdf.
7 AUDIT COMMITTEE :
Details of Composition of Audit committee are covered under corporate
governance report annexed with this report and forms part of this report. Further, during
this year all the recommendations of the Audit committee have been accepted by the Board.
8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). As required by the Act, a
Secretarial Audit Report issued by a Company Secretary in practice (PCS), a Peer Reviewed
Unit, in Form MR 3 is annexed with this report (Annexure VI) and it does not contain any
qualification. Certificate from PCS that none of the Directors are debarred or
disqualified forms part of this Annual Report. Secretarial Compliance Report certifying
compliance of Listing Regulations has been obtained and annexed as part of this report and
the same is also filed with the Stock Exchanges Annual Reports of the Statutory Auditors
and the Secretarial Auditors for the year under review are free from any qualification,
reservation or adverse remark or disclaimer.
9. EXTRACT OF ANNUAL RETURN
In Accordance with Section 92(3) of the Companies Act, 2013, read with
Rule 12(1) of Companies (Management and Administration) Rules, 2014, the copy of the
Annual Return for the year ended 31-03-2025 has been placed on the website of the Company
and web link of such Annual Return is
http://www.sambandam.com/results/2024-08-30-MGT-7-2023-24.pdf .The weblink of the Annual
return for the year ended 31.3.2025 shall be uploaded on same weblink upon filing of same
after AGM date .
10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND ACCOUNT :
Pursuant to the provisions of section 124 of the Companies Act, 2013,
which came in to effect from 07.09.2016, the declared dividends which remained unpaid or
unclaimed for a period of seven years, has to be transferred by the company to the
Investor Education and Protection Fund (IEPF) established by the Central Government.
During the year 2024-25, transfer of Unclaimed Dividend of the year 2016-17 was applicable
since dividend was declared for the financial year 16-17.
Further, shareholders are requested to take note that as per IEPF
rules, the company is required to transfer unpaid dividend and underlying shares also in
respect of which final dividend was not claimed of the year 17-18, to IEPF authority.
Shareholders who have not claimed their dividend of the year 17-18 can write to the
Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at
'Subramanian Building', No.1, Club House Road, Chennai - 600 002 who are the Registrars
and Share Transfer Agents (RTA) of the Company for further details and for claiming
unclaimed dividend lying unpaid. In case no valid claim is received, the dividend and
shares in respect of which the dividend are lying unpaid / unclaimed will be transferred
to IEPF authority on the due date. Further in terms of rule 6(3) of the IEPF rules,
statement containing the details of shareholders who have not claimed dividend for
previous years, and his folio number /DP-ID /client ID is made available on company's
website for information and necessary action by shareholder. In case, the concerned
shareholder wish to claim the shares after transfer to IEPF, an application has to be made
to the IEPF authority in form IEPF- 5 online and submit the hard copy of such form IEPF -5
along with necessary documents to the company as prescribed under the rules and the same
is available at IEPF website (ie) www.iepf .gov.in.
| Dividend year |
Date of declaration of dividend |
Due date for transfer to IEPF |
| 17-18 |
11.08.2018 |
07.09.2025 |
| 18-19 |
11.08.2019 |
07.09.2026 |
| 19-20 |
Dividend not declared |
Not applicable |
| 20-21 |
25.09.2021 |
22.10.2028 |
| 21-22 |
24.09.2022 |
21.10.2029 |
| 22-23 |
Dividend not declared |
Not applicable |
| 23-24 |
Dividend not declared |
Not applicable |
Annexures to this Board Report
The following are the annexures to this report
a. Statement containing salient features of the financial statement of
associate company (Form AOC - 1) in Annexure - I
b. Form AOC - 2 in Annexure - II
c. CMD / CFO Certification in Annexure - III
d. Conservation of energy, technology absorption, Research and
development and foreign exchange earnings and outgo in Annexure - IV
e. Details of CSR Expenditure in Annexure - V
f. Secretarial Audit Report (Form MR-3) and Annual secretarial
compliance report -in Annexure - VI
g. Corporate Governance Report in Annexure - VII
11. CAUTIONARY NOTE
Statements in the Board's report and the management discussion and
analysis describing the Company's objectives, expectations or predictions may be forward
looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Important factors that could
influence the Company's operations including global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other related factors such as litigation and industrial relations.
12 ACKNOWLEDGEMENT
Your directors thank the Company's customers, vendors , bankers and
investors for their continued support during the year. Your directors place on record
their appreciation for the contribution made by the employees at all levels. Your
Company's consistent growth but for the market conditions has been made possible by the
hard work, solidarity, cooperation and support of the management team.
Your directors thank Canara Bank, Karnataka Bank Limited, HDFC bank,
South Indian Bank, CSB Bank, and the State and Central Government departments for their
support, and look forward to their continued support in future
