The Directors are pleased to present the Eleventh Annual Report of
Company together with the Audited Statement of Accounts and the
Auditors'' Report of your Company for the financial year ended,
31stMarch, 2012 and the summarized financial results for the year ended
31st March, 2012 are as under:
This fiscal has been an exiting year in terms of growth and
profitability. We are confident that this change will enable us to
maintain our growth trajectory in to future. The financial highlights
for the previous year as given below:
(Amt. in Rs. Lakhs)
PARTICULARS F.Y. 2011-12 F.Y. 2010-11
Sales & Other Income 19,504.25 11,563.35
Profit (Loss) before Interest,
Tax, Depreciation and
Exceptional 3439.05 1932.60
Less: Depreciation 243.39 316.35
Less: Interest Charges 1033.69 483.79
Profit/(Loss) before exceptional
and extraordinary items and 2,161.97 1,132.46
Add/(Less) : Exceptional Items 160.00 -
Profit (Loss) before Taxation 2,001.97 1,132.46
Less: Provision for Taxation
-Current Year 551.82 408.49
- Deferred Tax (added back for
current year) 121.93 0.13
-Previous Year Tax 1.27 25.50
Profit (Loss) after Taxation 1,570.81 698.34
Balance of P&L A/c brought forward 1,193.77 495.43
Less: Appropriations - -
Balance Carried to Balance Sheet 2764.58 1,193.77
Earnings Per Share (Rs. per share) 8.47 3.77
Review of Operation:
During the year under review, the Company achieved turnover of Rs.
19504.25 Lacs as against Rs. 11563.35 Lacs in previous year i e.
increase by Rs.7916.03 Lacs, as compared to the corresponding previous
year. The Company earned Net Profit after Taxation amounting to
Rs.1570.81 Lacs against Rs.698.34 Lacs in previous financial year
corresponding to 90% increase over previous year.
Going ahead, we plan to strengthen our marketing presence in Tier II &
III Indian cities and other key regions. The Company proposes to open
15 retail outlets in the next couple of years at various locations
while launching new brands in the cities of South India, Gujarat and
Maharashtra within the next couple of years.
We expect to increase our monthly garment output from approx 5 lacs
units a month to around 8 lacs units per month through the course of
2012-13 following the increase in worker deployment. Considering that
our plant has sufficient unutilized space, there is room for
sustainable growth for the next three years without needing to move
into a new location.
Acquisition of Business(es):
The Company has acquired the assets of Benzo Petro International
Limited (BPIL) located at Baroda, Gujarat. Acquisition of assets of
said Company would be contributing substantially to the expansion
program of the business of Sudar Industries Limited [SIL]. Some of the
broad reasons for the same are:
- SIL will emerge as a fully integrated pharmaceutical company
- SIL will save environmental clearances time of around two years,
while opening markets and proponing revenues.
- SIL''s said acquisitions of BPIL''s assets comprising of land &
building and Plant and Machineries, along with selected few of the
Pharma-Intermediaries and Agro-Chemical products with necessary
government licences for the manufacture of said items including our
selected niche products, shall enable us to commence the production
immediately which otherwise would have taken around minimum four years.
- The said expansion in the form of diversification has given the
company of amalgamating two businesses of different characteristics for
incrementing the profitability and ensuring sustainability of SIL in
the competitive business environment. SIL will enter a tender-based
business where volume will drive the Company''s top line and reduce
SIL''s dependence on garment manufacture.
The core capabilities of the Benzo Petro comprise the following:
- Ready to use, under operation, plant and machinery with further
operating life of over 15 years minimum.
- Open land around the present plant ensures further expansion process
of the company in the same region without causing re-location/
- All licenses and permits readily available
- Plants & machineries in good operating conditions to process our
range of products
- Strong R&D, engineering and manufacturing capabilities
- Track record of multi-step synthesis
- Sound understanding of global regulatory requirements
- Professional dedication to product quality standards
- High health, safety and environmental standards
- Dedication to confidentiality obligations and IPR protection
- Robust business process and project management capability to be taken
advantage off to suit our culture and management principles
- Assured achievement of milestones and deliverables
- Partnering with R&D industry, pharma/biotech and specialty/cosmetic
- Highly qualified and experienced CRAMS team
In order to plough back the profits and strengthen the reserves for
future expansion, your Directors do not recommend any dividend for the
year ended 31stMarch, 2012.
During the year under review, Mr. Venketraman Nadar and Mr. Gopi Nair
retire by rotation and being eligible offers themselves for
reappointment at the forthcoming Annual General Meeting.
During the year under review, Mr. Deepak Shenoy resigned from the
directorship due to his pre-occupation w.e.f. January 18, 2012. The
Board of Directors expressed appreciation for the services rendered by
him during his tenure as Director of the Company.
Further, Mr. Amod Gupte was appointed as an Additional Director of the
Company w.e.f. October 10, 2011 and due to his other pre-occupation; he
resigned from the directorship w.e.f. March 28, 2012.
Further, Mr. Rajkumar Dohare was appointed as an Additional Director of
the Company w.e.f. 18th January 2012 and Mr. Venkatraman G.S., Mr.
Sagar Warekar and Mr. Ravikant Mhatre were also appointed as Additional
Directors w.e.f. 24th August 2012 and are eligible for reappointment at
the forthcoming Annual General Meeting; whose period of office is
liable to retirement by rotation.
The Board of Directors proposes to designate Mr. Venkatraman G.S. as
the Whole-time Director of the Company and Mr. Venketraman Nadar as
Dy. Managing Director w.e.f. September 1, 2012 for the period of three
years, subject to the approval of the Members of the Company.
Mr. Mustafa Shabbir Badami, an Associate Member of the Institute of
Company Secretaries of India was appointed as the Company Secretary and
Compliance Officer of the Company w.e.f. 02/07/2012
Mr. Tukaram Rasam, a Member of the Institute of Chartered Accountants
of India was appointed as Internal auditor of the Company w.e.f.
Directors'' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
1. In preparation of the Annual Accounts for the financial year ended
March 31, 2012, 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
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 & Outgo is provided in
Annexure forming part of this report
Particulars of Employees:
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 2011 for the year ended 31stMarch, 2012 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.
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.
Due to retirement of M/s. J.S. Uberoi & Company, Chartered Accountants,
one of the Joint Statutory Auditors of the Company, do not seek
appointment for the f.y. 2012-2013, as the said Auditor.It is proposed
to appoint M/s. Mukesh Mehta & Associates, Chartered Accountants, as
one of the Joint Statutory Auditors of the Company along with M/s.
Suresh Hegde & Company, Chartered Accountants, subject to the approval
of the Members of the Company.
EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956 ON THE OBSERVATIONS
IN THE AUDITORS'' REPORT:
Regarding Point No.6 of the Annexure to the Auditors Report:
Due to urgent need of funds for meeting production related expenses,
the Company utilized its available options to source such funds and
some part of which was repaid back to the parties from whom the said
funds were sourced.
Regarding Point No.9 of the Annexure to the Auditors Report:
The Company is in the process of depositing dues with respect to
certain cases of income tax and sales tax with appropriate authorities.
In Compliance with both the mandatory and non-mandatory requirements
under the Listing Agreement and the applicable laws, the Board has
constituted the following committees:
(I) Audit Committee
(ii) Shareholders/ Investor Grievance Committee
(iii) Remuneration Committee
(iv) Investment Committee
Change of Name and Objects:
During the year under review, the Company changed its name from SUDAR
GARMENTS LIMITED to SUDAR INDUSTRIES LIMITED and also changed its
Objects Clauses by way of seeking approval of the Members through
Your Company is committed to good corporate governance, 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.
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
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 2012-2013.
Holding / Subsidiary Company:
The Company does not have any Holding or Subsidiary Company during the
year under review.
Industrial Relations remained cordial in the Company''s Plant without
any disruption in manufacturing activities.
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 wishto thank
all employees, associates and business partners who have contributed
towards the success of the Company.
For and on behalf of the Board of Directors
Place: Navi Mumbai Murugan Muthiah Thevar Venketraman Nadar
Date:01/09/2012 Chairman & Managing Director Dy. Managing Director