Dear Shareholders,
The Directors have pleasure in presenting herewith their Report for
standalone as well as consolidated financials as at June 30, 2011.
1] A) Financial Results [Rs. in Lacs]
Particulars Standalone Consolidated
2010-11 2009-10 2010-11 2009-10
Sales and Other Income 23,749 19,359 30,054 19,405
Profit before Financial
Charges,
Depreciation & Taxation 6,778 5,686 8,095 5,693
Less: Financial Charges 37 57 44 57
Less: Depreciation 168 131 534 131
Profit before Taxation
& prior period income 6,573 5,498 7,517 5,505
Prior period income 63 35 63 35
Profit before Taxation 6,636 5,533 7,580 5,540
Income Tax 2,151 1,865 2,152 1,865
Deferred Tax Liability -8 -25 309 -25
Profit after Taxation 4,493 3,693 5,119 3,700
Balance as per last
year''s Balance Sheet 5,322 2,333 5,342 2,346
Amount available for
Appropriation 9,815 6,026 10,461 6,046
Transfer to General Reserve 750 500 750 500
Proposed Dividend & Dividend Tax813 204 813 204
Balance carried to Balance
Sheet 8,252 5,322 8,898 5,342
B) Other Key Financials as on June 30, 2011 Consolidated Financial
Results:-
Symphony is now a global Company that has a number of subsidiaries
outside India. In order to help you gain a more accurate picture of the
results of the Company, we take pleasure in presenting the consolidated
results of Symphony and its global subsidiaries in addition to the
Company''s financial performance from Indian operations alone. Your
Company''s consolidated revenue increased to Rs.30,054 lacs from Rs.19,405
lacs in the previous year. The profits after tax for the year under
review increased to Rs.5,119 lacs as against Rs.3,700 lacs in the previous
year registering a growth of 38%. The growth in your Company''s
consolidated net worth was a robust 76%.
Key Financials:-
Standalone Consolidated
Equity Share Capital Rs. 700 lacs Rs. 700 lacs
Net worth Rs. 12,300 lacs Rs. 15,249 lacs
Book Value per Equity Share Rs. 176 Rs. 218
Earning Per Share (EPS) Rs. 64 Rs. 73
Investments Rs. 1,470 lacs Rs. 1,173 lacs
Contribution to exchequer Rs. 5,820 lacs Rs. 5,966 lacs
In terms of operating performance, the year 2010-11 represents yet
another milestone for your Company, which has scaled new heights in
terms of sales, profits, and net worth. During the year under review,
your Company registered sales turnover of Rs.23,266 lacs representing a
growth of 23% over the previous year''s sales of Rs.18,977 lacs. The
Company has recorded an impressive Profit Before Tax of Rs.6,619 lacs,
representing an increase of 20%, over the previous year''s figure of
Rs.5,499 lacs. The Company has also significantly improved its Profit
after Tax, which for the year under review was Rs.4,493 lacs, compared to
Rs.3,693 lacs in the previous year.
Your Company is debt free, and has a greater potential to raise
additional funds in future, if needed, to obtain better leverage in its
balance sheet and to achieve sustainable growth.
2] Dividend
Your Directors are pleased to recommend a dividend of Rs.10 (100%) per
Equity Share [last year Rs.2.50 (25%) per Equity Share] for the financial
year ended June 30, 2011. This translates into a dividend payout ratio
of 18% (including dividend distribution tax on standalone profit). Your
company would like to increase the dividend payout ratio to around 25%
over the coming years.
3] General Overview
Your directors have pleasure in reporting that, during the year under
review, your Company effectively translated its strategies into the
desired results and achieved healthy growth in sales turnover and
profitability. The Company continues to focus on key operating
parameters through an organic growth strategy. During the year under
review, the Company continued to focus on opportunities to further
promote and expand the Symphony brand with a view to leverage growth
opportunities in both Indian and global markets. To this end, your
Company has initiated several steps that include setting up an SEZ
unit, strategic acquisition, widening its marketing network, launching
new / upgraded models of air coolers, both in the domestic and overseas
markets.
Your Company has always recognised its Human Resources as one of its
most important assets, which can contribute to sustainable growth in
future. Accordingly, the Company has taken particular care to nurture
this asset and to seamlessly integrate it with every aspect of the
organisation''s operations. The directors and management team of the
Company strongly believe that the position of leadership in the air
cooler industry has been due to the valuable contribution of its human
resources and continue to build on their strengths as a strategic input
in meeting the challenges posed by a competitive and constantly
changing environment.
As a world leader in the evaporative cooler industry, your Company is
conscious of its responsibility. Using a specialised technology, your
Company continues to support research and development in the area of
clean technology and energy efficiency to mitigate the impact of
adverse climate change. While contributing to these laudable
objectives, your Company is sure that it can also maintain a robust
growth on a long-term basis by exploiting a range of growth
opportunities, and providing a strong platform to leverage these
opportunities, to create value for its stakeholders.
4] Review of Operations
Your Company has expanded its nationwide market network and presently
has 550 distributors and 10,200 dealers with warehousing facilities in
all important towns in different parts of the country. In an effort to
tap the vast potential of Indian rural markets, we have made changes in
operating structure of the Company''s marketing function, in order to
foray into these markets. Your Company has also expanded its network of
service franchisees to cover important locations all over the country,
with a view to rendering timely services. Your Company has initiated,
for the first time in the air cooler industry, a novel promotional
approach that includes Early start up of business for sales in non
peak period and sales in peak period. Various models of industrial and
heavy duty air coolers manufactured by the step down subsidiary
Company, Impco S. DE. R.L. DE. C.V., Mexico, have been successfully
launched in select Indian markets.
To cope with expanding business, your Company is continuously expanding
its manpower base, both in terms of numbers and quality, by bringing
together a qualified and experienced team of professionals and
supporting staff, to ensure the highest levels of effectiveness in all
areas of its domestic and overseas operations.
In order to fully leverage all these improvements and strategies,
aggressive advertisement and promotional campaigns over print and
electronic media have also been initiated.
During the year under review, most seasonal industries, which normally
witness peak performance in summer, have underperformed due to rains in
several parts of the country during April to June, 2011. We are happy
to be able to report that in spite of such adverse conditions during
April to June, 2011, your Company could buck the trend with a
remarkable performance during the year as a whole on account of robust
performance in first nine months and international business.
Air coolers
Symphony is now the world''s largest air cooler company. Symphony is a
pioneer in introducing air coolers in plastic body. It has the largest
range of models, offering a wide choice to customers in terms of
products and features. Every Symphony product stands as a beacon of
innovation, offering superior performance and design. At present, the
Company has 13 models of air coolers in various sizes and colours to
suit the needs of a wide variety of customers. During the year under
review, your Company has introduced upgraded models of Winter, Sumo,
Sumo Jr. and Hi cool to Hi cool Smart. With these improved products,
the thrust for the Company''s business will lie in tapping the enormous
potential of rural markets of the country.
Water Heaters
The Company is also manufacturing storage water heaters in various
sizes and colours. The popular models of Water Heaters Sauna and
Spa are available in different capacities, and are technically,
feature-wise and aesthetically superior water heating devices that are
well accepted in the market.
Sauna water heaters with double insulation technology launched in the
markets last year have yielded good response and are widely accepted.
This model has the distinction of being the first water heater to get a
5-Star rating from the Bureau of Energy Efficiency – Government of
India. Sauna water heaters are built with hi-density Polyurethane Foam
with a second layer of special glass wool insulation that minimises
heat loss and maximises energy saving.
The Company foresees potential for these models of water heaters in the
overseas market in the years to come, in view of attractive features
that these models incorporate.
Focus on Exports
During the year under review, revenues from exports of the Company grew
by 24% from Rs.3,102 lacs in 2009-10 to Rs.3,860 lacs in 2010-11. The
Company foresees a promising future with huge untapped potential for
the export sector in the years to come.
The export team has been effectively geared with a region-wise focus to
concentrate on specific opportunities presented by different regions.
This will allow the Company to foray into new countries and to mitigate
the seasonality of the business. Presently, your Company exports to
about 54 countries. In every one of these 54 countries, there is huge
potential waiting to be tapped. There are many more countries in which
there is ample scope for promoting the sale of coolers, and these new
markets will be tapped in the years to come.
5] Strategic Acquisition
During the year 2010-11, your Company has raised its holding in Sylvan
Holdings Pte. Ltd., Singapore, from 49% to 100% making it a Wholly
Owned Subsidiary of your Company. Sylvan has made a strategic
investment (holding 99.99%) in a Mexico based company i.e. Impco S.DE.
R.L.DE. C.V. (Impco), which manufactures and markets a variety of
industrial and small coolers. It caters to markets in Mexico and the
USA. Impco enjoys excellent relationships with several leading retail
chains and has tie-ups with large format stores like Wallmart,
Sears, Home Depot, Lowes, Famsa, and Costco.
IMPCO is a 56 year old company operating in the air cooler industry. It
has a large manufacturing facility in Monterrey, North Mexico with
tremendous potential for growth. This investment would provide a
substantial strategic benefit to your Company, enabling it to cater to
markets abroad in a flexible manner by increasing its product range.
IMPCO has a subsidiary company in USA - Impco Aircoolers Inc.
6] Setting up of Unit in SEZ at Sachin, near Surat in Gujarat
The Company has set up a unit at Surat SEZ at Sachin, near Surat in
Gujarat. The Company got approval for setting up SEZ Unit on February
12, 2011 and commenced commercial production from SEZ w.e.f. April 22,
2011 in record time of less than 3 months. Setting up of the SEZ Unit
by the Company will enable it to avail various benefits of SEZ,
including 100% income tax exemption on export profits from SEZ at
Sachin, Surat.
7] Corporate Governance
Symphony reaffirms its commitment to good Corporate Governance and
understands and respects its fiduciary role in the corporate world. The
Board and its Committees have always endeavoured to pursue growth by
adhering to the highest standards of corporate governance. The Company
has taken steps to strengthen the framework of its Corporate Governance
and Internal Audit system during the year. The Board of Directors and
the Audit Committee have been actively involved in discussing reports
of internal auditors and advising and monitoring implementation of
their recommendations. It rigorously pursues a policy of 100%
compliance with all statutory requirements, and has a robust system to
review them.
The Board has implemented a Code of Business Conduct and an Ethics
Code aimed at members and senior management to inculcate business
ethics in the Company in their dealings with employees and business
associates,
A report on Corporate Governance and Management Discussion and
Analysis, as required under clause 49 of the Listing Agreement is
annexed.
The CMD, Executive Director and Chief Financial Officer (CFO) have
certified to the Board regarding the financial statements and other
matters as required in clause 49 of the Listing Agreement and the said
Certificate is contained in the report. A Certificate from the auditors
of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
also annexed. All the Board members and senior management personnel
have affirmed compliance with the Code of Conduct.
8] ISO 9001:2008 Company
During the year under review, your Company has received certification
under ISO 9001:2008 for quality management system for its design &
development, manufacture and after sales service of air coolers and
water heaters.
9] Directors
The Board of Directors had, at its meeting held on October 10, 2011
reappointed Mr. Nrupesh Shah as Executive Director (Corporate Affairs)
of the Company for a period of five years from November 1, 2011 and had
also concluded the terms of his reappointment. Attention of members is
invited to the relevant item of the notice of the annual general
meeting and the explanatory statement thereto. Your Directors recommend
his reappointment.
Pursuant to the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. Himanshu Shah, Director of the Company
retires by rotation at the ensuing Annual General Meeting, and being
eligible, offers himself for re-appointment. Your Directors recommend
his reappointment.
10] Fixed Deposit
During the year under review, the Company has not accepted any fixed
deposit from the public and as on June 30, 2011 the Company does not
hold any unclaimed deposits or interest thereon due to any depositor,
Outstanding deposit is Nil.
11] Segment-wise Performance
The Company is engaged in the business of air coolers and water
heaters, both of which are governed by the same set of risks and
returns. In view of this, the entire business of the Company comes
under one primary segment, namely that of Appliances.
However, domestic sales and exports sales are two secondary
geographical segments, and appropriate disclosures have been made in
the Notes to the Accounts.
12] Subsidiaries
Your Company has two subsidiary companies (and two step down subsidiary
companies) i.e Sylvan Holdings Pte. Ltd., Singapore, (Sylvan) and
Symphony Air Coolers Inc. USA. Sylvan has a subsidiary company in
Mexico i.e. Impco S.DE.
R.L.DE. C.V. (Impco), which manufactures and markets a variety of
industrial and small coolers. Impco, in turn, has a subsidiary company
in the USA, namely Impco Aircoolers Inc., which markets a variety of
coolers.
There has been no material change in the nature of the business of the
subsidiaries.
Pursuant to the provision of Section 212 (8) of the Act, the Ministry
of Corporate Affairs vide its circular dated February 8, 2011 has
granted a general exemption from attaching the Balance Sheet, Profit &
Loss Account and other documents of the subsidiary Companies with the
Balance sheet of the Company. The Company will make available the
Annual Accounts of the subsidiary companies and the related detailed
information to any member of the Company, who may be interested in
obtaining the same. The annual accounts of the subsidiary companies
will also be kept open for inspection at the Registered Office of the
Company. The Consolidated Financial Statements presented by the Company
include financial results of its subsidiary companies.
13] Consolidated Financial Statements
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Associates and AS-27 on Financial Reporting of
Interest in Joint Ventures and Clause 32 of the Listing Agreement with
the Stock Exchanges, the audited Consolidated Financial Statements are
provided in the Annual Report 2010-11 for its subsidiary Company i.e
Symphony Air Coolers Inc. and Sylvan Holdings Pte. Ltd., Singapore.
14] Complying with Accounting Standards
The Institute of Chartered Accountants of India (ICAI) has from time to
time introduced many accounting standards for consistent application of
accounting principles and transparent disclosures by corporate
entities. Your Company has opted for substantial compliance with all
mandatory accounting standards, wherever applicable, except as stated
by Auditors in their report, if any.
15] Directors Responsibility Statement
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
i. In preparation of the Annual Accounts, applicable accounting
standards issued by The Institute of Chartered Accountants of India and
requirements of the Companies Act, 1956, have been followed;
ii. Such accounting policies have been selected and applied
consistently, and such judgments and estimates have been made as are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company for the period ending on June 30, 2011 and of
the profit of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis.
16] Secretarial Audit Report
As a measure of good corporate governance practice, the Board of
Directors of your Company appointed Mr. Ashwin Shah, practicing Company
Secretary, to conduct Secretarial Audit. The Secretarial Audit Report
for the accounting year ended June 30, 2011 is provided in the Annual
Report.
The Secretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 1956,
Depositories Act, 1996, Listing Agreements with the Stock Exchanges,
Securities Contracts (Regulation) Act, 1956 and all the Regulations and
Guidelines of SEBI as applicable to the Company, including the
Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992.
17] Listing of Shares on NSE
Equity shares of your Company are now also listed on the National Stock
Exchange w.e.f. June 15, 2011 in addition to the existing listings on
the Bombay Stock Exchange, Mumbai and the Ahmedabad Stock Exchange,
Ahmedabad.
18] Insurance
The insurable interests of the Company including Factory Building,
Plant & Machinery, Stocks, Vehicles, and other insurable interests are
adequately insured.
19] Disclosure
In line with the requirements of Listing Agreement with the Stock
Exchanges and the Accounting Standards of the Institute of Chartered
Accountants of India, your Company has made additional disclosures in
Notes on Accounts for the year under review in respect of related party
transaction, calculation of EPS and deferred tax liability.
20] Conservation of Energy Technology Absorption and Foreign Exchange
Earnings and Outgo
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988, details relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in Annexure I attached hereto and forming part of the Directors''
Report.
21] Particulars of Employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, names and other particulars of employees are set out in
annexure to the Directors'' Report. Having regard to the provisions of
Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the
aforesaid information is being sent to all the members of the Company
and others entitled thereto. Any member interested in obtaining such
particulars may write to the Company Secretary at the Registered office
of the Company.
22] Corporate Social Commitments
As a responsible corporate citizen, your Company endeavours to reach
out to the underprivileged in and around areas wherever it operates.
23] Auditors
M/s. Shah & Dalal, Chartered Accountants, Ahmedabad, hold office as
Auditors of the Company until the conclusion of the ensuing 24th Annual
General Meeting and the Board recommends their reappointment till the
conclusion of next Annual General Meeting.
The Company has received a certificate from Auditors under Section
224(1) of the Companies Act, 1956 to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Act.
Members are requested to consider their re- appointment as Auditors of
the Company for the current year at a remuneration to be decided by the
Board of Directors.
24] Acknowledgments
Your Directors gratefully acknowledge contributions made by the
employees towards the success of the Company. Your Directors are also
thankful to the OEMs, distributors, dealers, service franchisees,
suppliers, C&FAs, bankers and all other stakeholders of the Company for
their valued support and co- operation and look forward to their
continued association with the Company.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to thank them sincerely for their whole hearted
co-operation and support at all times.
For and on behalf of the Board
Achal Bakeri
Chairman & Managing Director
Place: Ahmedabad.
Date : October 10, 2011
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