REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS Dear shareholders Your Directors are hereby presenting this 35th Annual Report together with the Audited Statement of Accounts for the year ended 30th June, 2015. Dividend Due to inadequacy of Profit the Company is unable to declare any dividend for the year 2014-15. Review of operations During the year the Company has made a turnover of Rs. 1,62,22,00,164/- as against Rs. 1,82,75,35,588/- in the previous year. The company turned around during the current year with a net loss before tax being Rs. 60,63,729/- as compared to net profit before tax being Rs. 3,57,70,109/- during the year 2013-14. During the current year the company is expected to improve its performance. Fixed Deposits: Your company has not accepted any fixed deposit from public and there are no outstanding dues in respect of thereof. Details of Directors and key Managerial Personnel The Companies Act,2013 (“the Act”) provides for appointment of Independent Directors. Sub-section (10) Section 149 of the Act (effective April 1.2014) provides that an Independent Director shall Hold office for a term up to five consecutive years on the Board of the Company. The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies act, 2013 so as to quality themselves to be appointed/continue as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. During the year, one separate meeting of Independent Directors was held. All the Independent Directors were present at this meeting. In the said meeting the Independent Directors assessed the quantity and timeliness of flow of information between the management and the Board and expressed that the current flow of information and contents’ were adequate for the Board to effectively perform its duties. A brief resume, expertise, shareholding in the company and details of other entities in which the Directors are interested as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange, form part of the Notice of the ensuing Annual General Meeting. Smt. RM.Umaiyal, tendered her resignation from Directorship due to ill health on 06.05.2015. The Board expresses its appreciation for the services rendered by Smt. RM Umaiyal during her tenure as Director towards the growth of the Company. Evaluation of Board’s Performance On the advice of the Board of Directors the Nomination and Remuneration Committee of Board of directors the company have formulated the criteria for he evaluation of he performance of board of directors independent Directors Non- independent directors and the chairman of the board .Based on that performance evaluation has been undertaken .The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the chairman of the board of directors. All Directors of the Board are familiar with the business of the Company. All the Directors of the Company have confirmed that are not disqualified from being appointed as directors in terms of section 184 (1) and Rule 9(1) of the Companies Act, 2013. Number of Board Meeting and committee Meetings During the financial year 2014-15 5(five) Board Meetings on the following dates-21.08.2014, 27.10.2014, 23.01.2015, 06.05.2015 and 18.06.2015 of the company were held. Details of Committee meetings is mentioned in the corporate Governance Report. Subsidiaries, Joint Ventures and Associates: The Company does not have any Subsidiary, Joint Venture or Associate Company. Corporate Social Responsibility Pursuant to section 135 of the Act, the company does not satisfy the eligibility criteria with regard to net worth turnover and net profit. Hence the company is not required to comply with the provisions relating to CSR. Material Changes and commitments affecting the Financial position of the Company There have been no material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. Internal control systems and their adequacy The Company has an adequate internal control system commensurate with the size scale and complicity of its operations. Investments made under section 188 of the companies Act 2013 No Investments were made by the Company under section 186 of the Companies Act, 2013 during the year under review. Disclosure as required under section 22 of sexual Harassment of workmen at workplace (prevention, Prohibition and Redressal) Act, 2013 As per the provisions of the Sexual Harassment of women at workplace(Prevention prohibition and Redressal) Act, 2013, the company has constituted an internal Companies Committee. During the year 2014-2015 no compliant was received before the committee. Management Discussion and Analysis Report The Report on Management Discussion and Analysis as required under Clause 49(viii) (9) of the Listing Agreement with stock Exchange covering industry structure and developments, opportunities and threats outlook discussion on financial performance etc. is contained Management Discussion and Analysis Report that forms an Integral part of this report and annexed as Annexxure-1 Statement showing details of conservation of Energy, Technology Absorption Exports and Foreign Exchange earnings and outgo The information on conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo stipulated under section 134(3) (m) of the companies Act, 2013 read with Rule 8 of the Companies (accounts) Rules 2014 is annexed herewith as Annexure-II Corporate Governance Pursuant to clause 49 of the listing Agreement Corporate Governance Report together with the Certificate from the Company’s Auditors confirming the compliance of conditions on Corporate Governance is given in annexure-III Extract of Annual Return The extract of annual Return pursuant to the provisions of Section 92 read with rule 12 of the companies ( Management and administration) rules, 2014, in format MGT-9 for the Financial year 2014-15 is enclosed with this report-Annexure-IV Particulars of contracts or Arrangements with Related Parties The particulars of contracts or Arrangements with related parties referred to in section 188(1) of the Companies Act,2013 for the Financial year 2014-15 is given in Annexure-v Vigil Merchanism /Whilstle blower policy In pursuant to the provisions of Section 177990 & (10 of the Companies Act, 2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism policy has been uploaded on the website of the company at http: sacmindia.com. Risk Management policy In accordance with clause 49 of the Listing Agreement the Board members were informed about risk assessment and minimization procedures after which the board formality adopted steps for framing implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting e valuating and resolving risks associated with the business. In order to achieve the key objective the policy establishes a structures and disciplined approach to risk management in order to guide decisions on risk related issues. Remuneration policy of the company The remuneration policy of the company comprising the appointment and remuneration of the Directors, key Managerial personnel and senior Executives of the Company including criteria for determining qualifications positive attributes independence of a director and other related matters has been provided in the Corporate Governance report which is attached to this report. The Remuneration details to directors is given annexure –VI. The remuneration policy has been uploaded on the website of the company at http. www. sncmindia.com . Directors Responsibility Statement: In accordance with the provisions of section 134(5) of the companies Act.2013 your directors confirm that: a) in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures b)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 and loss of the company for that period. c) 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 pre venting and detecting fraud and other irregularities; d)the directors had prepared the annual accounts on a going concern basis. e)have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the pro visions of all applicable laws and that such systems were adequate and operating effectively. Particulars of Employees The disclosure referred to the Rule5(2) of companies (appointment and Remuneration of Managerial Personnel) rules 2014 does not apply to the Company as there were no employees who are in eceipt of remuneration in the rate of not less than Rs, 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year. Statutory Auditors The Auditors of the company M.S. Jaganathan & Viavanathan Chartered Accountants were appointed at the last AGM to hold office till the conclusion of 35 annual General Meeting and being eligible they offer themselves for their continuance as auditors of the Company. Internal Auditor The Company has appointed Mr. Venugopal as the Internal Auditor of the Company for the financial year 2015-16. The scope of work includes review of process for safeguarding the assets of the Company review of operational efficiency, effectiveness of system and processes ad assessing the strength and weaknesses of internal control, internal Auditor reports are placed before the Audit Committee on a regular basis for taking suitable action for improvement wherever required. Secretarial Auditor Sri. M.R.L. Narasimha , practicing company secretary was appointed to conduct the secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the act and Rules made t here under. The secretarial Audit Report for the financial year 2014-15 forms part of t he Annual Report as annexure to the Boards Report (Annexure-VII) Listing The Equity Shares of the Company are listed in Bombay Stock Exchange Ltd and the Company has dyty paid the Annual listing fees for the year 2014-15. m/s. Cameo Corporate Services Ltd Channai is the Registered for providing depository services through national Securities Depository Ltd (NSDL) and central Depository Services (India) Ltd (CDSL) for holding shares in electronic mode (de-mat ) of our Shareholders and also is the Registrar for share Transfer Services for physical segment. Acknowledgements Your Directors wish to place on record their deep sense of appreciation for the tremendous support from the bankers M/s. Indian Overseas Bank, the shareholders and all out Suppliers and customers . The Board also wishes to place record their appreciation for the contribution made by the employees at all levels, For and on behalf of the Board of Directors P. Palaniappan Chairman cum Managing director Din 01577805 Selem 27th August 2015 |