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Symphony Directors Report, Symphony Reports by Directors
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Symphony
BSE: 517385|NSE: SYMPHONY|ISIN: INE225D01027|SECTOR: Consumer Goods - White Goods
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« Jun 10
Directors Report Year End : Jun '11
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
 
 
 
 
 
Source : Dion Global Solutions Limited
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