| Dear members,
The Directors present the Fifty First Annual Report of the Company
alongwith the audited statement of accounts for the year ended 31st
March 2015.
WORKING RESULTS
Details Rs. Rs.
Profit from business operation before 1,08,75,964
Financial Expenses and Depreciation
Less:-
1) Financial Expenses 1,18,11,213
2) Depreciation 2,24,46,290 3,42,57,503
Profit/Loss before Tax -2,33,81,539
Less: Provision for Tax
* For Current Tax 0
* Deferred Tax Liability Written off 62,33,792
* Provision for tax for earlier years -50,25,760
Current year Profit/Loss After Tax -2,21,73,507
0
Loss carried forward from previous year -88,77,915
Loss carried forward -3,10,51,422
2. PRODUCTION AND SALES
Production of yarn during the year was 58.90 lakhs kgs as against 57.62
lakhs kgs in the previous year. The sale value during the year was
Rs.115.08 crores as against Rs. 125.70 crores of previous year.
3. DIVIDEND
Due to loss, your Directors do not recommend Dividend.
4. TRADE PROSPECT AND OUTLOOK
The performance of the company during the year under review was not
upto the expected level. The raw material cost remained constant. There
were constraints in getting sufficient power and the average cost of
power was high. The profitability of your company was affected by
reduction in capacity utilization due to non availability of sufficient
manpower and reduction in selling price of yarn.
5. CURRENT YEAR
The demand for the yarn and price realization at the beginning of the
current year are good. Your Directors are doing their best to improve
the performance.
6. DIRECTORS
Sri Balakrishna S and Sri R. Padmanaban retire by rotation and are
eligible for reappointment.
7. Extract of Annual Return
An extract of Annual Return in Form MGT 9 is given in ANNEXURE 1.
8. Details of Board Meetings held during 2014-15.
There were five Board meetings held during the year 2014-15. The
details and attendance record of Directors at the Board Meetings are as
under.
Date of Meeting Board Strength No.of Directors
(on the date of meeting) Present
29.05.14 4 4
31.07.14 4 4
31.10.14 4 4
11.02.15 4 4
09.03.15 4 4
9. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Directors
state that -
1. In the preparation of Annual Accounts for the year ended 31st March
2015, the applicable accounting standards had been followed along with
proper explanation relating to material departures.
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 ended 31st March 2015,
and of the profit/ 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 the Companies 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
basis.
5. The Directors had laid down Internal Financial Controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
10. Independent Directors
a) The Board of Directors state that declarations were given by Sri J M
Grover and Sri R. Sambasivan, Independent Directors under sub section
(6) of 149 of Companies Act, 2013.
b) Terms and conditions of appointment of Independent Directors can be
viewed at the company Website: www.slstindia.com
11. Remuneration Policy
The Remuneration Policy was recommended by Nomination and Remuneration
Committee at its meeting held on February 11, 2015 and adopted by the
Board of Directors at its meeting held on the same day and the policy
is given in ANNEXURE 2
12. Explanation to observations of Secretarial Auditor.
The Board of Directors wish to state that:
a) Chief Executive Officer has been appointed by the Board of Directors
at its meeting held on April 01, 2015
b) Regarding three other matters of non-compliances reported by the
Secretarial Auditor, Directors are taking all earnest steps to comply
with the requirements of Companies Act 2013.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any Loans, guarantees or Investments covered
under Sec 186 of Companies Act 2013.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SEC 188(1) COMPANIES ACT 2013
Related Parties Name of Director Nature of Salary
to whom related relation Allowance
ship and Bonus Rs.
Mr. R. Thirumalai R. Padmanaban Brother 9,15,990
Mr.R. Rajagopal R.Padmanaban Brother 3,00,000
(employed for 10 months
from 01.06.2014)
Mr. Srish Jayender
Balakrishna Balakrishna S Son 3,00,000
(employed for 10 months
from 01.06.2014)
Total 15,15,990
Related Parties PF Medical Total
Rs. Benefit Rs. Rs.
Mr. R. Thirumalai 64,800 18,000 9,98,790
Mr.R. Rajagopal 21,600 0 3,21,600
Mr. Srish Jayender Balakrishna 21,600 0 3,21,600
Total 1,08,000 18,000 16,41,990
Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 in Form No. AOC 2 is provided in
Annexure - 3.
15. Material Changes
There are no material changes affecting the financial position of the
company which occurred between the end of the financial year of the
company to which the financial statements relate and the date of this
report.
16. DETAILS TO BE DISCLOSED UNDER RULE 8(3) OF COMPANIES (ACCOUNTS)
RULES 2014.
The information to be disclosed under RULE 8(3) OF COMPANIES (ACCOUNTS)
RULES 2014 is given in ANNEXURE - 4.
17. Risk Management Policy
At present, risk management is handled by the Wholetime Directors and
the risk management policy is yet to be framed.
18. Corporate Social Responsibility
As the company's networth, turnover and net profit are below the
threshold limit prescribed under the Companies Act, 2013, the company
is yet to form a Corporate Social Responsibility Committee.
19. Evaluation of Board
The performance of Board, its Committee and individual directors are
evaluated by No.of meetings held, time spent in each meeting
deliberating the issues, quality of information / data provided to the
member, the time given to them to study the details before each
meeting, quality of the deliberation in each meeting, contribution of
each director, the details of decision taken and measures adopted in
implementing the decision and monitoring the continuous implementation
of the decision and feed back to the Board.
20. DETAILS TO BE DISCLOSED UNDER RULE 8(5) OF COMPANIES (ACCOUNTS)
RULES 2014.
The information to be disclosed under RULE 8(5) OF COMPANIES (ACCOUNTS)
RULES 2014 is given in ANNEXURE - 5.
21. DISCLOSURE ON AUDIT COMMITTEE
a) The composition of the Audit Committee is as below:
Member & Chairman Sri J M Grover
Member Sri R. Sambasivan
All the members have wide exposure in the relevant areas.
b) The Board of Directors has accepted all recommendations of Audit
Committee.
22. Establishment of Whistle Blower Policy and Vigil Mechanism
A Whistle Blower Policy and Vigil Mechanism was adopted by the Board of
Directors at its meeting held on March 9, 2015. The policy can be
viewed at the company website www.slstindia.com.
23. Secretarial Audit Report
The Secretarial Audit Report for the year 2014-15 is provided in
ANNEXURE - 6.
24. DETAILS TO BE DISCLOSED UNDER RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The required disclosures are provided in ANNEXURE - 7.
25. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
As none of the employees was in receipt of remuneration in excess of
the prescribed limit, there is no report under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
26. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014.
The company has in place a system to redress complaints received
regarding sexual harassment in line with the requirements of the Sexual
Harassment of women at the workplace (Prevention, Prohibition &
Redressal) Act, 2013
All employees (permanent, contractual, temporary, apprentices and
trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
* No of complaints received - Nil
* No of complaints disposed off. - NA
27. FINANCE
The Board of Directors thanks Indian Overseas Bank and State Bank of
India for their continued assistance and co-operation.
28. LABOUR
The relationship with labour continues to be cordial. Your Directors
place on record their appreciation of the devoted services of the
Officers, Members of the Staff and Workers during the year.
29. COST AUDIT
As per Statutory requirement, there is no cost audit for the Textile
Industry for the year 2014-15.
30. CORPORATE GOVERNANCE
Clause 49 is not, for the time being, applicable to your company, as
your company's equity share capital and net worth is below the
threshold limit prescribed under this Clause of the Listing Agreement
and hence the Report on Corporate Governance is not provided.
31. AUDITORS
The Auditors of the Company M/s. S. Viswanathan retire and are eligible
for reappointment. The Audit Committee of the Board of Directors has
recommended their re-appointment. A Certificate under Section 139(1) of
the Companies Act 2013 has been obtained from them.
By Order of the Board
Place : Chennai (BALAKRISHNA S)
Date : May 26, 2015 Chairman & Managing Director |