Sangam AR 15-16 PDF
Sangam AR 15-16 PDF
Sangam AR 15-16 PDF
WHAT’S INSIDE?
2-3
TRANSFORMING
4-5
WHAT YOU
6
WHAT MADE
7
A PROMISING
THE FUTURE SHOULD KNOW 2015-16 AN FUTURE IS
ABOUT US? EXCITING YEAR? OFTEN BUILT ON
CREDIBLE PAST
8-9
OUR CLOTHES ARE
10-11
THE FUTURE IS
12-13
THE FUTURE IS
14-15
THE FUTURE IS
A STATEMENT IN ABOUT OFFERING ABOUT BEING ABOUT BEING
THEMSELVES CHOICE ACCESSIBLE PROFITABLE
16-17
THE FUTURE
18-19
THE FUTURE IS
20
BOARD OF
21
MANAGEMENT
IS ABOUT ABOUT BEING DIRECTORS TEAM
PERSISTENT RESPONSIBLE
REINVENTION
22
MANAGEMENT
33
DIRECTORS’
50
CORPORATE
61
FINANCIAL
DISCUSSION & REPORT GOVERNANCE SECTION
ANALYSIS REPORT
Transformation
literally means
going beyond
your form.
- Wayne Dyer
2
30th Annual Report 2015-16
future
3
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
10 FACTS YOU
NEED TO KNOW
ABOUT US!
1 31 YEARS IN THE INDUSTRY -
ESTABLISHED IN 1985
2 FLAGSHIP COMPANY OF SANGAM
GROUP – A ` 5,000 CRORE+ BUSINESS
CONGLOMERATE WITH DIVERSE BUSINESS
INTERESTS ACROSS TEXTILES, STEEL, REAL
ESTATE, POWER AND ENERGY SECTORS
9 ROBUST MARKETING
NETWORK COMPRISING MORE
10 LISTED ON THE NATIONAL STOCK
EXCHANGE (SCRIP CODE – SANGAMIND)
THAN 100 DEALERS AND 1000 AND THE BOMBAY STOCK EXCHANGE
RETAILERS ACROSS INDIA (SCRIP CODE – 514234).
4
30th Annual Report 2015-16
OWN BRANDS
MANUFACTURING
LOCATIONS SANGAM SANGAM
DENIMS SUITINGS
Weaving,
Processing Denim Spinning Plant Spinning Plant Spinning Plant
& Seamless Plant Unit - I Unit - II Unit - III C9 SANGAM
Garment Biliya Kalan, Biliya Kalan, Sareri, Soniyana, AIRWEAR YARNS
Plant Bhilwara Bhilwara Bhilwara Chittorgarh
Atun, Bhilwara
CAPACITIES
Denim
Texturising Machines
Processing Lines
3
5
5
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
2015-16 WAS AN
EXCITING YEAR!
IT WAS A YEAR OF STRENGTHENING OUR FOUNDATIONS
6
30th Annual Report 2015-16
A PROMISING
Net revenues of ` 1504 crore in
2015-16 vs. ` 1469 crore in 2014-15
EBIDTA ` 233 crore in 2015-16 vs.
` 217 crore in 2014-15
Net profit ` 77 crore in 2015-16 vs.
(` in crore) (` in crore)
NET TURNOVER EBIDTA
1417 1479 1433 1469 1504 155 214 196 217 233
2011-12 2012-13 2013-14 2014-15 2015-16 2011-12 2012-13 2013-14 2014-15 2015-16
(` in crore) (` in crore)
CASH PROFIT NET PROFIT
94 125 113 129 155 17 51 41 52 77
2011-12 2012-13 2013-14 2014-15 2015-16 2011-12 2012-13 2013-14 2014-15 2015-16
(`)
EARNING PER SHARE PRODUCT-WISE REVENUES
2015-16 –
4.3 13.0 10.3 13.1 19.5
Yarn – 55% and PV Fabric – 22%; Denim – 21%; others – 2%
2014-15 –
Yarn – 57% and PV Fabric – 18%; Denim – 19%; others – 6%
GEOGRAPHY-WISE REVENUES
2015-16 –
Domestic – 74% and export sales – 26%
2014-15 –
2011-12 2012-13 2013-14 2014-15 2015-16
Domestic – 78% and export sales – 22%
7
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
R. P. Soni
Chairman
SINCERE
PERFORMANCE
NEVER GOES OUT
OF FASHION!
Dear Shareholders,
The Indian growth story seems to be returning back on track. 2015-16 was a tough
year, but the consistent push from government for reforms coupled with conservative
monetary policy and revival in the spends for infrastructure creation set the ball rolling
again. The oil prices too have played a significant role and so did the well-communicated
government’s intent to revive the Indian consumption story through controlling inflation
and taking non-populous policy level decisions.
8
30th Annual Report 2015-16
9
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
10
30th Annual Report 2015-16
11
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
12
30th Annual Report 2015-16
ONLINE. OFFLINE?
RETAIL. WHOLESALE?
INDIA. ABROAD?
13
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
14
30th Annual Report 2015-16
15
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
16
30th Annual Report 2015-16
CORE IDENTITY.
VALUE CREATION?
CORPORATE GOALS.
INDUSTRY NARRATIVE?
FIT IN. STAND OUT?
17
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
18
30th Annual Report 2015-16
COMMUNITY.
COMMUN
U IT
UN TY. SHA
SHAREHOLDERS?
ARE
R HO
H LDER
RS?
HELP
L . EMPOWER?
HELP. EMPO
EM POW
WER?
R?
SO FINANC
N IA
NC IAL?
IAL?
SOCIAL. FINANCIAL??
Marquee initiatives:
Education
• Sangam School of Excellence, An ISO 9001:2008 Certified School,
among the most modern education facilities in the State of
Rajasthan and is affiliated with CBSE and IB (IGCSE)
• Sangam University in Bhilwara, Rajasthan, recognised by UGC
under the UGC Act, known for its Engineering, Management,
Graduate and Post Graduate Programmes.
Healthcare
Smt. Kesar Bai Soni Memorial Hospital & Research Centre assisted
by Apollo Hospital - a state-of-the-art hospital, which has the best-
in-the-region facilities in primary, diagnostic and tertiary healthcare.
The hospital has 100+ beds and is served by a highly experienced and
motivated team of doctors and support staff.
19
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
Board of
DIRECTORS
R. P. SONI
Chairman
ACHINTYA
S. N. MODANI KARATI
V. K. SODANI
CEO & Independent
Executive Director
Managing Director Director
RAMAWATAR T. K. SEEMA
JAJU MUKHOPADHYAY SRIVASTAVA
Independent Independent Independent
Director Director Director
20
30th Annual Report 2015-16
MANAGEMENT
Team
Chief Business Strategist Chief, Business Development CFO & Company Secretary President
(Spinning Unit-I)
S. K. ANIL RAKESH L. L.
PANDEY SHARMA MOHAN JHA SONI
P. R. K. M. M. BHANU DEEPAK
KHATOR RATHI PRATAP BHATNAGAR
21
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
because of deleveraging and negligible pass-through of price REVENUE 2.8 Rate of Growth (NNI) (In real
reductions to consumers in developing economies. Unlike terms at 2011-12 prices)
expected, consumers in advanced economies also failed to PRIMARY 0.7 2015-16 6.2%*
spend the windfall from reduced prices, opting to pay debt
and save instead, further reducing consumption and affecting *Advance Estimates
the economy. #Budget Estimates
Source : ECONOMIC SURVEY 2015-16
INDIAN ECONOMY OVERVIEW
Indian economy was considered to be the beacon of hope
in an otherwise gloom global economy. As per the advance Outlook
estimates report dated 8th February 2016 of the Central
India continues to remain a bright spot in the otherwise
Statistics Office (CSO), the growth in GDP during 2015-16
bleak global economic forecast of the International Monetary
is estimated at 7.6% as compared with the growth rate of
Fund (IMF). India will be the fastest growing major economy
7.2% in financial Year 2014-15. Manufacturing growth for
in 2016-17 growing at 7.5%, ahead of China, at a time when
2015-16 is likely to be at 9.5%, much higher than the 5.5 %
global growth is facing increasing downside risks, as per
growth in financial Year 2014-15. The sectors that are likely
the World Economic outlook released by the IMF. As per
to register growth rate of over 7% include financial, real
IMF, India’s growth will continue to be driven by private
estate and professional services, trade, hotels, transport,
consumption, which has benefited from lower energy prices
communication and services related to broadcasting and
and higher real incomes.
manufacturing. Notwithstanding weak monsoons, the
agricultural sector grew by 1.1%, helped by strong growth in The April 2016 World Economic outlook titled ‘Too slow for too
livestock. The growth in mining and quarrying is estimated long’ retained India’s growth forecast while lowering global
to be 6.9 %. growth projections pointing out that volatility in financial
markets and non-economic risks posed by migration and
India’s GDP grew by an annual rate of 7.4% in the July- to-
terrorism are increasing risks of a derailed recovery.
September quarter of 2015-16, putting it firmly ahead of
China, where growth slowed to 6.9% during the same period.
Declining oil prices have helped raise the GDP, as corporate
margins increased, household purchasing power improved,
tax collections increased and subsidy bills declined.
22
30th Annual Report 2015-16
Weaving/ Garment/Apparel
PROCESS Raw Material Ginning Spinning Knitting Processing Production
• Woollen Textiles
Yarn and Fibre Segment
• Silk Textiles
• Jute Textiles
• Technical Textiles
Global textiles and apparel market of equity. This 5 bpts improvement over the period must
Textile & Clothing nominal sales ceded ~4% in 2015 and were be taken with a grain of salt, as it is mostly attributable to
crippled by unusually low commodity prices (cotton -15%, fewer investments than to strengthening equity. As Capex is
wool -7%, and manmade fibers 1%) and multiple currency forecast to decrease by -1%, financial structures shouldn’t
depreciations worldwide, particularly in emerging markets. deteriorate in 2016.
As the latter produce about 80% of global output, poor Looking forward, demand will be fuelled by population
economic prospects in Brazil and Russia and China’s shift growth (+500mn inhabitants by 2020) and higher incomes
towards services will continue to weigh on the sector. Gross that will substantially increase household purchasing power.
output would hence decrease by -1% in 2016. GDP per capita is expected to keep rising, increasing by +4%
However, the financial shape of T&C companies has improved annually between 2015 and 2020.
between 2011 and 2015: net debt now represents only 53%
23
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Management Discussion & Analysis
• World Export trade in T&C declined by (-) 2.25% from US $ The textile industry employs about 40 million workers and
175.97 Bn during Jan-Mar 2015 to US $ 172.01 Bn during 60 million indirectly. India’s overall textile exports during
Jan-Mar 2016. FY 2015-16 stood at US$ 40 billion. The Indian textiles
industry is extremely varied, with the hand-spun and hand
• Amongst the top ten markets, Bangladesh reported the
woven textiles sectors at one end of the spectrum, while the
highest growth of 7.91% followed by Spain reporting second
capital-intensive sophisticated mills sector at the other end
highest growth rate of 6.33% during Jan-Mar 2016.
of the spectrum. The decentralised power looms/ hosiery
• India reported a decline of (-) 4.62% with exports falling and knitting sector form the largest component of the textiles
from US$ 9.94 Bn in Jan-Mar 2015 to US$ 9.48 Bn in Jan- sector. The close linkage of the textile industry to agriculture
Mar 2016 (for raw materials such as cotton) and the ancient culture
and traditions of the country in terms of textiles make the
• China being the largest exporter with US $ 54.87 Bn showed
Indian textiles sector unique in comparison to the industries
an decline of (-) 5.30% followed by Italy with (-) 1.29%.
of other countries. The Indian textile industry has the capacity
Indian textiles industry to produce a wide variety of products suitable to different
market segments, both within India and across the world.
India’s textiles sector is one of the oldest industries in Indian
economy dating back several centuries. Even today, textiles Market Size
sector is one of the largest contributors to India’s exports
The Indian textiles industry, currently estimated at around
with approximately 11 per cent of total exports. The textiles
US$ 108 billion, is expected to reach US$ 223 billion by
industry is also labour intensive and is one of the largest
2021. The industry is the second largest employer after
employers. The industry realised export earnings worth US$
agriculture, providing employment to over 40 million people
41.4 billion in 2014-15, a growth of 5.4 per cent^. The textile
directly and 60 million people indirectly. The Indian Textile
industry has two broad segments. First, the unorganised
Industry contributes approximately 5 per cent to India’s Gross
sector consists of handloom, handicrafts and sericulture,
Domestic Product (GDP), and 14 per cent to overall Index of
which are operated on a small scale and through traditional
Industrial Production (IIP).
tools and methods. The second is the organised sector
consisting of spinning, apparel and garments segment which The Indian textile industry has the potential to reach US$ 500
apply modern machinery and techniques such as economies billion in size#. The growth implies domestic sales to rise to
of scale. US$ 315 billion from currently US$ 68 billion. At the same
time, exports are implied to increase to US$ 185 billion from
India’s textile market size (USD billion) approximately US$ 41 billion currently.
226
CAGR: 8.7%
108.5
99
89
78
70
24
30th Annual Report 2015-16
Source: PHD Chamber of Commerce; Federation of Indian Chambers of Commerce and Industry, TechSci Research
Notes: SITP • Scheme for Integrated Textile Park; FDI • Foreign Direct Investment.
ASEAN - Association of Southeast Asian Nations, E - Estimate; F - Forecasted
0 660.20 673.60
FY12 FY13 FY14 FY15 FY16E FY17E 626.30 623.90
583.50
25
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Management Discussion & Analysis
1.34
1.14 1.24 1.07 1.27 1.29 1.23 1.26 1.31 0.77
FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16*
Domestic demand is expected to be steady due to factors such as increased substitution for polyester fabric over cotton due to
its superior aesthetic qualities and pick-up in RMG demand. However, export prospects appear bleak as policy changes such
as Trans Pacific Partnership (a Free trade Agreement) and shifting of orders to Bangladesh and Vietnam are likely to impact
demand for yarn from India. With stabilisation in raw material prices, realisations are expected to grow
Fabric
• Fabric production rose to 63,319 million square metre in FY14 from 52,665 million square metres in FY07, implying a CAGR
of 2.7 per cent
• The major segment in FY14 is cotton yarn, which accounted for more than 56 per cent
21,173
20,534
22,438
21,663
20,567
18,812
17,874
26,238
27,196
26,898
28,790
31,201
30,570
33,871
35,439
26
30th Annual Report 2015-16
27
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Management Discussion & Analysis
The Union Ministry of Textiles has also set a target of doubling gradation Fund Scheme (TUFS) and cluster development
textile exports in 10 years and plans to enter into bilateral activities. TUFS for the textile sector to continue in the 12th
agreements with Africa and Australia. In addition it is also Five Year plan with an investment target of USD24.8 billion
working on a new textile policy to promote value addition,
apart from finalising guidelines for the revised Textile Multi fiber agreement
Upgradation Fund Scheme (TUFS). With the expiry of MFA in January 2005, cotton prices in India
are now fully integrated with international rates. In 2014, the
Increased investments in TUFS government has cleared 13 proposal of new textile parks in
Ministry of Textiles is encouraging investments through different states.
increasing focus on schemes such as Technology Up-
52%
50% 50%
48% Widening
44% 46%
gap between
43%
polyester
and Cotton
37% fibre
36%
36% 35% consumption
33%
36% 31% 31% 30%
27%
2000 2007 2008 2009 2010 2011 2012 2020 (P) 2030 (P)
• Till 2000, fibre consumption at global level was majorly • The untapped opportunity remains in MMF based product
cotton focussed. categories, which can give an exponential growth to India’s
• By 2030, it is expected that consumption of polyester will be export of textile and apparel.
more than double to that of the cotton fibre.
• Collective trade in these commodities is ~ US$ 208 Bn, Indian Denim Sector
while India’s trade in them is only ~US$ 385 mn. (0.19%). The global denim jeans market is projected to grow 8
• While the world’s textiles industry consumes 70% of MMF percent, from $55 billion in 2015 to $59 billion by 2021, with
against 30% of cotton; In India, the scenario is reverse, with Latin America and Asia expected to lead the increase. The
MMF at 30% of the total production projected growth is expected to be 12 percent in Asia, 15
percent in Latin America, 10 percent in North America and
Cotton Share of World Mill Consumption 4 percent in Europe over the next six years, according to the
study from Cotton Inc. Close to 1.9 billion units of denim jeans
40%
were sold in the world in 2015 and by 2021 yearly sales of
jeans will cross two billion units.
35%
As per a recent study by Cotton Inc., 71 percent of people in
30% Europe and Latin America enjoy wearing denim, followed by
70 percent in the U.S., 58 percent in China and 57 percent in
25% Japan. In contrast, only 32 percent of people in India like to
wear denim.
20%
2000 2005 2010 2015 2020 In 2015, India’s denim production rose to 1.2 billion meters.
Historically, denim has been one of the fastest-growing
Cotton Share
apparel fabric segments, having grown by 500 million meters,
Source: Ministry of Textiles, TechSci Research
from 700 million meters in 2010 to 1.2 billion in 2015. Denim
28
30th Annual Report 2015-16
makes up 35 percent of total textile exports from India and is the huge potential that exists for denim in the domestic
expected to rise to 45 percent of total exports by 2020. The market. Per capita denim jeans consumption in India is only
production capacity is also expected to increase, to 1.5 billion 0.3 as compared to US’s 9, UK’s 8, Brazil’ 7, Thailand 7, Japan
meters by 2020. 6 and China’s3.
Backed by changing demographics, the market is gaining
Domestic apparel industry
the desired traction from factors such as rapid urbanisation,
changing lifestyle and also emergence of denim as a fashion • India’s domestic apparel market garners $41 bln
product. The expansion of organised retail has further added • 9% CAGR over 2013E-2023E
to the momentum. In fact, around 30% of domestic production
is exported currently. India is a preferred supplier of denim • Highly fragmented with only 19% of sales coming from
fabrics to almost all global brands and retailers. India holds organized sector
huge potential. • Unorganized players largely dominate women’s wear
The Indian denim market is still under transition both on market.
supply side as well as on the demand side where the value • Women’s tops and shirts market is expected to post a CAGR
share of the market is still skewed in favour of mega metros of 12%.
and metros which account for 49%, almost half of the total
• While women’s t-shirts and casual wear is expected to post
denim market. On the other hand, the urban and rural Indian
15% CAGR
markets contribute about 51% to the overall share. As the
penetration of denim category and the awareness of denim
Indian inner wear
quality increases in those cities and rural India, their share
in market value will start increasing. The average number • One of the high growth categories in the apparel market
of denim items owned by Indian consumer is much lower in • The category growth is an impressive 12% CAGR
comparison to other consuming market like the US, Europe,
China and others. This difference in the number demonstrates • Present size: INR 15,870 crore ($2.9 bln);
• Expected size: INR 27,900 crore ($5.1 bln) by 2017.
Indian apparel market (USD bn)
• The women’s innerwear segment contributes 60% to the
market approximately.
101
Indian active wear
• India’s market for sportswear garners $7.3 bln
64
• It is expected to have grown @33% p.a. between 2010-2014
38 41
• Some of the few trends supporting this growth are:
• Increased media coverage of sports
• Success of top Indian athletes
2012 2013E 2018E 2023E
• Investment into sports infrastructure
Source: Ministry of Textiles, TechSci Research
• Participation from women
29
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Management Discussion & Analysis
COMPANY OVERVIEW
Parameter Yarn Fabric Garments
Revenue contribution (FY16) PV yarn 44% PV fabric 22%
Garments 1%
Cotton yarn 11% Denim fabric 21%
Geographic presence (by Domestic: 77% Domestic: 66% Domestic: 86%
revenue share)
Exports: 23% (Asia, Latin America, Exports: 34% (Asia, Latin America, Exports: 14% (Asia, Latin America,
Europe the Middle East) Europe the Middle East) Europe the Middle East)
Market position Estimated to have ~25% share in Mid-sized payer in the highly Relatively a small player in the
the Indian dyed PV yarn market fragmented fabric and denim highly fragmented garment
in 2016 market market
Industry growth expectations Blended yarn: 6.5% - 7.5% CAGR Denim segment 8% CAGR
(in volumes) for FY16 to 18E Domestic RMG segment: 5.5% -
6% CAGR
Blended yarn: 6.5% - 7.5% CAGR
End market Synthetic and cotton fabric Synthetic garment and apparel Consumers
manufacturers manufacturers
Sales growth (FY11 - FY16 PV yarn : 1.1% PV fabric: 10.0% Not applicable
CAGR)
Cotton yarn : 7.5% Denim: 17.7%
Demand drivers • Captive consumption by the domestic synthetic shirting and suiting • Increasing affordability
segment
• Price competitiveness of PV yarn vis-a-vis cotton yarn as • Need for sportswear due to
incremental cost of dyeing cotton yarn makes it costlier than dyed PV rising awareness for fitness
yarn
• Shift in presence for apparels made from blended fabric over cotton
fabric owing to better comfort (smoothness) and aesthetic (lustre and
crease) properties
• Growing preference for jeans as daily wear
Company overview value- added premium products and, therefore, enjoys better
Sangam, the flagship company of Sangam group, is a leading pricing and margins. While this industry offers large growth
manufacturer of PV yarn in India. Promoted as a fabric- potential, being a new entrant us both a challenge and an
manufacturing unit (Arun Synthetics Pvt. Ltd) by Mr R.P. opportunity for the company going forward.
Soni and Mr S.N. Modani, Sangam India has successfully Commenced in 3QFY16, the company sells seamless
evolved from a yarn player to currently an integrated branded garments through its ‘C9’ brand. It offers products in active
garments company having presence across India – both wear, intimate wear; yoga wear and shape wear, mainly for
through offline and online channels. The process began in women. The company uses imported machines from Italy and
1995, with a strategic decision to backward integrate and has started commercial production. The company’s products
foray into manufacturing of PV dyed yarn. In the following are available through its online website – www.c9fashion.com
years, the company continued to expand its capacities and
also forayed into branded garment manufacturing and The company has commissioned the seamless garment
retailing. Today, Sangam India sports prominent brands facility of 3.6 mn pieces/annum, and launched a range of
under its fold - Sangam Suitings (synthetic blended fabric) products under its “C9” brand.
and Sangam Denim (denim segments). The company‘s client The company plans to leverage its distribution network to
base includes Raymond, RSWM, Banswara Syntex, Donear, market products. It plans to open ~1,000 multi brand outlets
Siyaram and Grasim. It has a network of more than 100 dealers (MBOs) along with 10-15 exclusive brand outlets (EBOs) by the
and 1,000 retailers across India. Sangam’s manufacturing end of FY17 and the company has floated a 100% subsidiary
facilities are located in Bhilwara, Rajasthan. As of FY 2015-16, for the same - Sangam Lifestyle Ventures Ltd - in June 2016.
the company has a spinning capacity of 225,168 spindles and It simultaneously opened its first EBO in Mumbai.
3,128 rotors; weaving capacity of 483 looms; and processing
capacity of 54 mn meters. Sangam will also sell its C9 range through other branded
players. In addition, it is partnering with online players such
C9 – Our most exciting initiative as Flipkart, Amazon, EBay, Snapdeal, PayTm, Fashionara,
Sangam forayed in the women’s innerwear garments Belletouch and others. Since this business has a better
segment, which is a `180-200 bn market. Dominated by a margin and RoCE profile, venturing into this business is a
few pan-India organised players, this segment is driven by step in the right direction by the company.
30
30th Annual Report 2015-16
CAPACITIES
Particulars FY14 FY15 FY16
Spindles 201216 211296 225168
Fibre Dying Capacity (In % of Finished Production) 100% 100% 100%
Open End Rotors 3908 3128 3128
Texturising Machines 3 3 3
Knitting Machines 18 18 22
Weaving Machines (No. of Looms) 381 437 483
Fabric Processing (in Million Meter P.A.) 53 53 53
Seamless Garments Knitting (No. of Pcs. in Lakhs) - 36 36
Coal Based Captive Thermal Power Plants (in MW) 31 31 31
Captive Solar Power Plants (in MW) - 1 1
Wind Power Plants (in MW) at Jaisalmer 5 5 5
Financial performance and growth. The company consumes 30% of its produced
Sangam registered a 2.4% increase in net revenues, from yarns in-house. While the denim segment is supplied with
` 1468.66 crore in 2014-15 to ` 1504.40 crore in 2015- the cotton and blended yarns; the seamless garments and
16. Despite the flat topline growth, the company reported blended fabrics primarily demand PV yarns.
a net profit of ` 77.04 crore - an increase of 49.4% against
` 51.57 crore in 2014-15. The jump in profitability was owing FABRICS DIVISIONS
to presence in higher margin products, better process P/V Fabrics
efficiency and improved productivity across the organisation.
The EBIDTA of the company also improved by 7.3% to • Location: Atun, Bhilwara, Rajasthan
` 233.34 crore in 2015-16 against ` 217.39 crore in 2014-15. • Products: PV fabrics, processed fabrics
The company continued to reduce the debt burden, thereby • Capacity: PV fabrics – 24 mn meters P.A.; Processed fabrics
reflected in lower interest costs. In addition, the company – 53 mn meters P.A.
also marginally increased its capacities in yarn and fabric • Contributes 22% to the total revenues of the company
divisions using incremental capacity enhancement expenses
of recurring nature. Rationale for presence
The company has refocused on its fabrics business since the
YARN DIVISION past two years owing to higher demand and newer distribution
Sangam (India) is the largest player in the Indian PV yarn platforms spurring consumer spends. The company offers
market, commanding a share of about 25%, and is amongst wide range of woven PV fabrics, used for Suitings and bottom
the largest producer of blended dyed yarn in the country in a wear.
single location. Being the market leader, it is the price leader
in certain counts such as 2/15s and 2/18s. Denim Fabric
• Locations: Biliya Kalan and Sareri, Bhilwara, and Soniyana, • Unit: Biliya Kalan, Bhilwara, Rajasthan
Chittorgarh, Rajasthan • Products: Denim Fabric
• Products: PV-Dyed & Grey Yarn, Cotton Spun & Open ended • Capacity: 40 mn meters P.A.
Yarn and Texturised Yarn • Contributes 21% to total revenues.
• Capacities: Rationale for presence
Biliya Kalan - 96864 spindles and 3 Texturising Machines The company forayed into production of denim fabric in
Sareri - 115008 spindles, 3128 open end Rotors and 22 2007and graduated to being a branded denim manufacturer by
knitting Machines 2012. Ever since its inception, denim segment has continued
Soniyana - 13296 spindles to offer high growth owing to the varieties of finishes, the
designs, the quality far better than value for money, and
• Contributes 55% to the company’s total revenue. an exhaustive distribution network. Being a strategic fit to
The foundation of the company’s operations – the company’s Company’s existing businesses – of Cotton & PV yarns as
yarn division offers expertise and infrastructure to produce well as fabric processing capabilities, the denim segment will
multiple varieties of yarn including cotton, PV and blended. continue to be a key segment of expansion for the company.
The company’s core focus has been PV yarns traditionally – Today, the company ranks among the top seven denim
however the company also produces cotton yarn to fuel its manufacturers in the country. To improve its product mix,
denim operations. Presence in multiple varieties enable the company is focussing on introducing premium products
company to mitigate any risks emanating from changing in the denim segment aiming mainly at the export markets.
tastes, fashion and preferences of the customers in its The company has expanded its denim fabric capacity to 40
major markets. With the company’s presence in three major mmpa (mn meter per annum) from 32 mmpa, to manufacture
segments – denims, seamless garments and blended suiting premium products. The Company has exported about 25% of
fabrics – the yarn division becomes the epicentre of operations denim fabric production in FY16.
31
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Management Discussion & Analysis
Sangam’s research teams constantly try to develop new and INTERNAL CONTROL SYSTEM
value-added products and introduce colour shades to suit the
The Company has an adequate system of internal controls
end use of its customers. Our units are equipped with world-
to safeguard and protect from loss, unauthorized use or
class labs, advanced equipment and qualified professionals
disposition of its assets. All transactions are properly
to ensure fast turnaround of new products.
authorized, recorded and reported to the management.
Cost control The Company is following all the Accounting Standards for
Sangam (India) has a real-time cost control system. The properly maintaining the books of accounts and reporting
company continuously monitors its operations and takes of financial statements. The Company has a full-fledged
proactive initiatives across its units towards improvement Internal Audit department and has also appointed external
of operational efficiencies and reduction of avoidable costs Internal Auditors to review various areas of the operations of
(not at the cost of quality) thereby staying competitive and the Company. The management and the Audit Committee of
protecting its margins. the Board review the audit reports periodically.
32
30th Annual Report 2015-16
Directors’ Report
The Board of Directors present the 30th Annual Report of the Company together with the Audited Statements of Accounts for
the Financial Year ended March 31, 2016.
FINANCIAL RESULTS
The Company’s financial performance, for the year ended March 31, 2016 is summarised below:
( ` In Crores)
Particulars March 31, 2016 March 31, 2015
Net Turnover 1504.40 1468.66
Profit before Tax & Depreciation 186.97 152.91
Depreciation 76.19 80.40
Provision for Doubtful Debts/Advances 0.35 0.35
Profit before Tax 110.43 72.16
Tax Expense
Current Tax 31.69 24.26
Deferred Tax 1.70 (3.67)
Profit after Tax 77.04 51.57
Brought forward Profit 90.67 78.58
Proposed Dividend 7.88 7.88
Tax on Dividend 1.61 1.60
Transfer to General Reserve 30.00 30.00
Carried to Balance Sheet 128.22 90.67
33
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
34
30th Annual Report 2015-16
TK. Mukhopadhyay, Member, being Independent Director Companies (Appointment and Remuneration of Managerial
and Shri R.P. Soni, Executive Director for the Company,for Personnel) Rules, 2014, the Company has appointed M/s S.P.
its approval. A statement of all Related Party Transactions Jethlia & Co., a firm of Company Secretaries in Practice to
is placed before the Audit Committee for its review on a undertake the Secretarial Audit of the Company. The Report
quarterly basis, specifying the nature, value and terms and of the Secretarial Audit for the year ended 31st March,
conditions of the transactions. 2016 is annexed herewith and forming part of the report as
Annexure-II.
During the Fiscal there are no material transactions
between the Company and the related parties as defined
CORPORATE GOVERNANCE
under section 188 of the Act and Regulation 23 of the SEBI
Listing Regulations. Further, all transactions with related Your Company is committed to maintain the highest standards
parties have been conducted at an arm’s length basis and of Corporate Governance and adheres to the stipulations
are in ordinary course of business. Accordingly there are no set out in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and have implemented all
transactions that are required to be reported in Form AOC-2,
the prescribed requirements. Annexed reports on Corporate
as required under Section 134(3)(h) of the Companies Act,
Governance and Management Discussion and Analysis as
2013 and rule 8(2) of the Companies (Accounts) Rules, 2014,
stipulated under Schedule V of the SEBI (Listing Obligations
and as such does not form part of the Report.
and Disclosure Requirements) Regulations, 2015 form part of
SUBSIDIARY COMPANY this Annual Report. Certificate from the Secretarial Auditors
of the Company, confirming compliance of conditions of
The company has no subsidiary company.
Corporate Governance as stipulated under the aforesaid
Schedule V, is annexed to this report.
AUDITORS
M/s R. Kabra & Company, Chartered Accountants, Mumbai DIRECTORS RESPONSIBILITY STATEMENT
and M/s BL Chordia & Company, Chartered Accountants, Based on the framework of internal financial controls and
Bhilwara, Statutory Auditors of the Company, retire at the compliance systems established and maintained by the
ensuing Annual General Meeting and have expressed their Company, work performed by the internal auditor, statutory
willingness to continue, if so appointed. As required under auditors, cost auditors, secretarial auditor and external
the provisions of Sections 139 and 141 of the Companies agencies and the reviews performed by Management and the
Act, 2013, the Company has obtained a written consent relevant Board Committees, including the Audit Committee,
and relevant certification from the Auditors proposed to be the Board is of the opinion that the Company’s internal
re-appointed. A proposal seeking their re-appointment is financial controls were adequate and effective during the
provided as part of the Notice of the ensuing Annual General financial year 2015-16.
meeting.
Accordingly, pursuant to section 134(5) of the Companies Act,
AUDITORS’ REPORT 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:
As regards Auditors observations, the relevant notes on
account are self-explanatory and therefore, do not call for 1. In the preparation of the annual accounts, the applicable
any further comments. accounting standards have been followed along with
proper explanation relating to material departures;
The Auditors’ Report does not contain any qualification,
reservation or adverse remark. 2. They have selected such accounting policies and applied
them consistently and made judgments, and estimates
COST AUDITORS that are reasonable and prudent so as to give a true
The Company has re-appointed M/s K.G. Goyal & Company, and fair view of the state of affairs of the company as at
Cost Accountants, Jaipur and M/s V.K. Goyal & Company, March 31, 2016 and of the profit of the Company for the
Cost Accountants, Bhilwara, as Cost Auditors of the Company year ended on that date;
for the financial year 2016-17 to conduct the audit of cost 3. They have taken proper and sufficient care for the
records of the Company’s units as allotted to them. They have maintenance of adequate accounting records in
furnished a Certificate to the effect that their appointment, if accordance with the provisions of the Companies
made, would be in accordance with the provisions of Section Act,2013 for safeguarding the assets of the company
148 of the Companies Act, 2013 read with Companies (Audit and for preventing and detecting fraud and other
and Auditors) Rules, 2014. irregularities;
SECRETARIAL AUDITOR 4. They have prepared the annual accounts of the company
for the year ended on March 31, 2016 on a ‘going concern’
Pursuant to the provisions of Section 204 of the Act and the
basis.
35
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
5. They have laid down internal financial controls to be • Promoting Health care including Preventive Health care
followed by the Company and that such internal financial
• Ensuring environmental stainability and ecological balance
controls are adequate and were generally operating
through
effectively; and
• Employment and livelihood enhancing vocational skills and
6. They have devised proper systems to ensure compliance
projects
with the provisions of all applicable laws and that such
systems are adequate and operating effectively. • Promotion of education especially among children,
women,elderly and the differently abled
BOARD EVALUATION
• Promoting gender equality and empowering women
The Independent Directors of your Company, in a separate
meeting held without presence of other Directors and • Contribution or funds provided to technology incubators
management evaluated performance of the Chairman, located within academic institutions
Managing Director and Executive Director along with • Rural Development Projects
performance of the Board/Board Committees based on
various criteria recommended by Nomination & Remuneration The Company has initiated the CSR spending in accordance
Committee. A report on such evaluation done by Independent with section 135 of the Companies Act, 2013 though full
Directors was taken on record by the Board and further required amount as per provisions was not spent during
your Board, in compliance with requirements of Companies the year. The Company has since close of the year further
Act,2013, evaluated performance of all Independent initiated various objectives for full spending during the next
Directors based on various parameters including attendance, year as per CSR provisions.
contribution etc. The brief detail of initiatives undertaken by the Company on
CSR activities during the year are set out in Annexure - III of
COMPANY’S POLICY RELATING TO DIRECTORS this report.
APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES RISK MANAGEMENT
The Company’s Policy relating to appointment of Directors, During the year, the Audit Committee evaluated the Risk
payment of Managerial remuneration, Directors’ Management Policy of the Company to make it more focused
qualifications, positive attributes, independence of Directors in identifying and prioritising the risks, role of various
and other related matters as provided under Section 178(3) executives in monitoring and mitigation of risk and reporting
of the Companies Act, 2013 is stated in the Corporate process. The Risk Management Policy has been reviewed
Governance Report and is also available on the Company’s and found adequate to the requirements of the Company by
Website: www.sangamgroup.com. independent firms of Chartered Accountants and approved by
the Board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS The Audit Committee evaluated various risks and that there is
no element of risk identified that may threaten the existence
The details of the programme for familiarisation of the
of the Company.
Independent Directors with the Company in respect of their
roles, rights, responsibilities in the Company, nature of the WHISTLE BLOWER MECHANISM
industry in which Company operates, business model of the
The company has adopted a Whistle Blower Policy
Company and related matters are put up on the website of the
establishing vigil mechanism, to provide a formal mechanism
Company www.sangamgroup.com
to the Directors and employees to report their concerns about
CORPORATE SOCIAL RESPONSIBILITY (CSR) unethical behavior, actual or suspected fraud or violation of
the Company’s Code of Conduct or ethics policy. The policy
The Corporate Social Responsibility (CSR Committee) has
provides for adequate safeguards against victimization of
formulated and recommended to the Board, a Corporate
employees who avail of the mechanism and also provides for
Social Responsibility Policy (CSR Policy) indicating the
direct access to the Chairman of the Audit Committee. It is
activities to be undertaken by the Company, which has been
affirmed that no personnel of the Company has been denied
approved by the Board.
access to the Audit Committee. The policy of vigil mechanism
The CSR Policy may be accessed on the Company’s website at is available on the Company’s website www.sangamgroup.
www.sangamgroup.com. com
36
30th Annual Report 2015-16
employer and believes in providing opportunity and HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL
key positions to women professionals. The Group has RELATIONS
endeavoured to encourage women professionals by creating The Company continues to focus on training its employeeson
proper policies to tackle issues relating to safe and proper a continuing basis, both on the job and through training
working conditions, and create and maintain a healthy and programs. Relations with the staff members and the work
conducive work environment that is free from discrimination. men continued to be cordial and satisfactory during the year
This includes discrimination on any basis, including gender, under consideration.
as well as any form of sexual harassment. During the
year, there was no complaint received. Your Company has EXTRACT OF ANNUAL RETURN
constituted Internal Complaints Committee (ICC) for various
Pursuant to Section 134(3)(a) of the Companies Act, 2013
business divisions and offices, as per the requirements of
read with Rule 12(1) of the Companies (Management and
the Sexual Harassment of Women at Workplace (Prevention,
Administration) Rules 2014, the extract of annual return is
Prohibition and Redress al) Act, 2013.
annexed herewith and forming part of the report. (Annexure-V)
PARTICULARS OF REMUNERATION OF DIRECTORS/
ACKNOWLEDGEMENT
KMP/EMPLOYEES
The Board of Directors place on record their appreciation for
Disclosure pertainig to remuneration and other details
the assistance and co-operation received from the Financial
as required Under Section 197(12) of the Companies Act,
Institutions, Banks, Government, Local Authorities for their
2013 and Rule 5(1) of the Companies (Appointment and
strong support and valuable guidance. The Directors are
Remuneration of Managerial Personnel) Rules, 2014 is
thankful to the shareholders for their continued support to
attached as Annexure - IV.
the Company. Your Directors also wish to place on record
their deep sense of appreciation for the devoted services
PARTICULARS OF CONSERVATION OF ENERGY,
of the Executives, Staff and Workers of the Company for its
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
success.
EARNINGS AND OUTGO
The information relating to energy, technology absorption By order of the Board of Directors.
and foreign exchange earnings and outgo required to be For Sangam (India) Limited
disclosed under The Companies (Disclosure of Particulars
R. P Soni
in the Report of Board of Directors) Rules, 1988 is given in
Place: Bhilwara Chairman
Annexure - I.
Dated: 13th August, 2016 (DIN 00401439)
37
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
Annexure - I
INFORMATION REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES
(ACCOUNTS) RULES, 2014, AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2016.
(` In Crores)
Particulars March 31, 2016 March 31, 2015
a) Total Foreign Exchange used 53.20 56.48
b) Earning in Foreign Exchange 402.58 324.72
38
30th Annual Report 2015-16
Annexure - II
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members
Sangam (India) Limited
Atun, Chittorgarh Road, Bhilwara – 311001
I have conducted the secretarial audit of the compliance of b) The Securities and Exchange Board of India
applicable statutory provisions and the adherence to good (Prohibition of Insider Trading) Regulations, 2015;
corporate practices by Sangam (India) Limited (hereinafter
c) The Securities and Exchange Board of India (Issue of
called the company). Secretarial Audit was conducted in a
Capital and Disclosure Requirements) Regulations,
manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and 2009 (Not applicable to the Company during the
expressing my opinion thereon. Audit period);
Based on my verification of the company’s books, papers, d) The Securities and Exchange Board of India
minute books, forms and returns filed and other records (Employee Stock Option Scheme and Employee
maintained by the company and also the information Stock Purchase Scheme) Guidelines, 1999 (Not
provided by the Company, its officers, agents and authorized applicable to the Company during the Audit period);
representatives during the conduct of secretarial audit, I e) The Securities and Exchange Board of India (Issue
hereby report that in my opinion, the company has, during the
and Listing of Debt Securities) Regulations, 2008
audit period covering the financial year ended on 31st March,
(Not applicable to the Company during the Audit
2016 complied with the statutory provisions listed here under
period);
and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner f) The Securities and Exchange Board of India
and subject to the reporting made hereinafter: (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and
I have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company dealing with client;
for the financial year ended on 31st March, 2016 according to g) The Securities and Exchange Board of India (De
the provisions of: listing of Equity Shares) Regulations, 2009 (Not
(i) The Companies Act, 2013 (the Act) and the rules made applicable to the Company during the Audit period);
thereunder; and
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) h) The Securities and Exchange Board of India (Buyback
and the rules made thereunder; of Securities) Regulations, 1998 (Not applicable to
the Company during the Audit period);
(iii) The Depositories Act, 1996 and the Regulations and bye
laws framed thereunder; I have also examined compliance with the applicable clauses
of the following:
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent of (i) Secretarial Standards issued by The Institute of Company
Foreign Direct Investment, Overseas Direct Investment Secretaries of India.
and External Commercial Borrowings (Not applicable to
the Company during the Audit period); (ii) The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (The Listing
(v) The following Regulations and Guidelines prescribed Regulations) entered into by the Company with Stock
under the Securities and Exchange Board of India Exchanges,
Act,1992 (‘SEBI Act’):-
During the period under review the Company has complied
a) The Securities and Exchange Board of India with the provisions of the Act, Rules, Regulations, Guidelines,
(Substantial Acquisition of Shares and Takeovers)
Standards, etc. mentioned above.
Regulations, 2011;
39
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
I further report that the Board of Directors of the Company is I further report that during the audit period, there were no
duly constituted with proper balance of Executive Directors, instances of:
Non-Executive Directors and Independent Directors. The
a. Public/Right/Preferential issue of shares/debentures/
changes in the composition of the Board of Directors that
sweat equity.
took place during the period under review were carried out in
compliance with the provisions of the Act. b. Redemption / buy back of securities.
Adequate notice is given to all directors to schedule the c. Major decisions taken by the Members in pursuance to
Board Meetings, agenda and detailed notes on agenda were Section 180 of the Companies Act, 2013.
sent at least seven days in advance, and a system exists for
d. Merger/amalgamation/reconstruction etc.
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful e. Foreign technical collaborations.
participation at the meeting.
All decisions at Board Meetings and Committee Meetings
are carried out unanimously as recorded in the minutes of
For S.P. Jethlia & Co.
the meetings of the Board of Directors or Committee of the
Company Secretaries
Board, as the case may be.
I further report that there are adequate systems and Place: Bhilwara SP Jethlia
processes in the company commensurate with the size and Date: 13th August, 2016 FCS No. 3464, CP No.4844
operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
40
30th Annual Report 2015-16
Annexure - III
STATEMENT CONTAINING INFORMATION AS PER SECTION 135 READ WITH THE RULE 8 OF COMPANIES (CORPORATE SOCIAL
RESPONSIBILITY) RULES, 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2016
1. The Company’s CSR policy is multifaceted to cover projects and programmes in the field of education,healthcare, rural
infrastructure and development,sanitation and environment. The primary focus of the Company’s CSR initiatives during
the year 2015-16 was on projects and programmes for skill development education facility, safe drinking water and health
care within the vicinity of the Company’s units located at Bhilwara District in Rajasthan. The Company’s CSR policy is
available on www.Sangamgroup.com.
2. Composition of CSR Committee - the Committee has been constituted by the Board of Directors to formulate CSR Policy,
recommend the amount of expenditure to be incurred on the activities and monitor CSR Policy. The committee consists of
three Directors :
• Shri R.P. Soni (Executive Director as Chairman)
• Shri S.N. Modani (Executive Director as Member)
• Shri Ramawatar Jaju (Non-executive Director as member)
3. The Average Net Profit of the Company for last three financial years is `6916 Lakhs.
4. Prescribed CSR Expenditure is `138.32 Lakhs (Computed as per Section 198 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
5. Details of CSR spend during the financial year.
(a) Total amount to be spent for the financial year: `138.32 Lakhs
(b) Total amount spent directly by the Company during the financial year: `22.99 Lakhs
(c) Amount unspent, if any: `115.33 Lakhs
(Amount in `)
Sl. CSR Project/ Sector in Projects/ Amount Amount spent on the Cumulative Amount spent:
No. activity identified which the Programmes outlay project/ programmes spend Direct/ through
project is 1. Local (budget) Subheads up to the implementing
covered Area/others project/ Direct Overhead reporting agency
2. Specify programme period
the state and wise
district area
1 Promoting primary Promoting 1. Local Area - 198568 0 198568 Direct – 198568
and secondary education
education in Rural
and Socially/
economically
backward
communities
2. Disaster Relief sanitation 1. Local Area - 0 2100000 2100000 District Collector
and – 2100000
making Under Mukhya
available Mantri Jal
safe Swablamban
drinking Yojna
water
198568 2100000 2298568
41
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
Annexure - IV
STATEMENT CONTAINING INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULES 5(1)
OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED
31ST MARCH, 2016
1. The percentage increase in remuneration of each Director, Key Managerial Personnel (KMP) during the financial year
2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for
the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the
performance of the Company are given hereunder:
Sl. Name of Director Designation Remuneration Percentage Ratio of Comparison of the
No. of Director/ increase/ remuneration Remuneration
KMP decrease in of Director of the Director /
(` in Lacs) remuneration to median KMP against the
remuneration performance of the
of employees Company
1 Shri R.P. Soni # Chairman Executive 167.90 5230.16% 219.94 : 1
Director
2 Shri S.N. Modani Managing Director & CEO 213.21 44.69% 279.29 : 1
Executive Director
3 Shri V.K. Sodani Whole-time Director 64.71 23.47% 84.77 : 1
Executive Director
Profit before Tax
4 Shri Achintya Independent Director 3.90 23.81% 5.11 : 1 increased by 53%
Karati Non-executive and Net Profit
5 Shri Ramawatar Independent Director 1.20 200.00% 1.57 : 1 increased by 49%
Jaju Non-executive in financial year
2015-16
6 Shri T.K. Independent Director 2.85 32.56% 3.73 : 1
Mukhopadhyay Non-executive
7 Ms Seema Independent Director 1.05 - 1.38 : 1
Srivastava* Non-executive
8 Shri Anil Jain CFO & Company 33.15 19.07% 43.42 : 1
Secretary
# Shri R.P. Soni who was Non-executive Director, appointed as Whole-time Director w.e.f. 1st September, 2015.
* Ms Seema Srivastava was appointed w.e.f. 30.03.2015 and not given any remuneration during the financial year 2014-15.
2. No. of permanent employees who worked for whole year (a) Variation in the market capitalisation during the
on the rolls of the Company as on 31st March, 2016 was Financial Year 2015-16 of the Company
3953 Nos. and as on 31st March, 2015 was 3751 Nos.; Increase in (` in crore) Percentage increase (%)
3. The median remuneration of employees of the Company 673.91 218.75
during the financial year was `76338/-
(b) Price Earning Ratio
4. Relationship between average increase in remuneration
and company performance:- Description As on As on
31.03.2016 31.03.2015
The Profit before tax for the financial year ended March
Price Earning 12.74 5.97
31, 2016 increased by 53% whereas the increase in
Ratio
median remuneration was 1.02%. The average increase
in median remuneration was in line with the performance (c) Percentage increase or decrease in the market
of the Company. quotations of the shares of the Company in
5. Comparison of Remuneration of the Key Managerial comparison to the rate at which the Company came
Personnel(s) against the performance of the Company: out with last public offer in the year 2003-04 : 421%
The total remuneration of Key Managerial Personnel 7. The key parameters for the variable component of
increased by 40.62% from `175.20 lacs in 2014-15 to remuneration availed by the directors are considered by
`246.36 lacs in 2015-16 whereas the Profit before Tax the Board of Directors based on the recommendations
increased by 53% to `110.43 crore in financial year 2015- of the Human Resources, Nomination and Remuneration
16 in comparison of `72.16 crore in financial year 2014-15. Committee as per the Remuneration Policy for Directors,
6. Variation in market capitalisation of the Company, price Key Managerial Personnel and other Employees.
earnings ratio as at the closing date of the current 8. No employee has received remuneration in excess of
financial year and previous financial year and percentage highest paid Director of the Company during the financial
increase over decrease in the market quotations of the year 2015-16.
shares of the Company in comparison to the rate at
which the Company came out with the last public offer: 9. It is hereby affirmed that the remuneration paid as per
the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
42
30th Annual Report 2015-16
Annexure - V
FORM NO. MGT - 9
PURSUANT TO SECTION 92 (3) OF THE COMPANIES ACT, 2013 AND RULE 12(1) OF THE COMPANY (MANAGEMENT &
ADMINISTRATION) RULES, 2014.
EXTRACT OF ANNUAL RETURN
AS ON THE FINANCIAL YEAR ENDED ON 31/03/2016
43
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
NIL
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
No. of Shares held at the beginning No. of Shares held at the end of % Change
Category of of the year 01.04.2015 the year 31.03.2016 during
Shareholders Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 3169433 - 3169433 8.04% 3169433 - 3169433 8.04% 0.00%
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 13701703 - 13701703 34.76% 15497693 - 15497693 39.31% 4.56%
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
(2) Foreign -
a) NRI - Individual/ - - - - - - - - -
b) Other - Individual/ - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Others - - - - - - - - -
Total shareholding of Promoter (A) 16871136 - 16871136 42.80% 18667126 - 18667126 47.35% 4.56%
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI 0 0 0 0.00% 49299 - 49299 0.13% 0.13%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 2034160 - 2034160 5.16% 1354549 - 1354549 3.44% -1.72%
g) FIIs 0 0 0 0.00% 3737692 - 3737692 9.48% 9.48%
h) Foreign Venture Capital Funds - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 2034160 - 2034160 5.16% 5141540 - 5141540 13.04% 7.88%
2. Non-Institutions
a) Bodies Corp.
i) Indian 16071038 1500 16072538 40.77% 9879869 1500 9881369 25.07% -15.71%
ii) Overseas 0 0 0 0.00% 1220988 0 1220988 3.10% 3.10%
b) Individuals
i) Individual shareholders 2146036 198765 2344801 5.95% 1640018 190714 1830732 4.64% -1.30%
holding nominal share
capital upto `1 lakh
ii) Individual shareholders 807191 - 807191 2.05% 1370956 - 1370956 3.48% 1.43%
holding nominal share
capital in excess of `1 lakh
c) Others (specify) 1261927 29806 1291733 3.28% 1279242 29606 1308848 3.32% 0.04%
Sub-total (B)(2):- 20286192 230071 20516263 52.04% 15391073 221820 15612893 39.60% -12.44%
Total Public Shareholding (B)=(B)(1)+ 22320352 230071 22550423 57.20% 20532613 221820 20754433 52.65% -4.56%
(B)(2)
C. Shares held by Custodian for - - - - - - - - -
GDRs & ADRs
Grand Total (A+B+C) 39191488 230071 39421559 100.00% 39199739 221820 39421559 100.00% 0.00%
44
30th Annual Report 2015-16
Other than the promoters mentioned above, there is no other change in any other Promoter Shareholding
45
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the Increase / Decrease in Shareholding at
beginning of the year Shareholding during the end of the year
01.04.2015 the year 31.03.2016
Sl
Name of Shareholder No. of % of total No. of % of total No. of % of total
No.
Shares shares Shares shares shares shares
of the of the of the
company company Company
1 Mentor Capital Limited 7730104 19.61% -4934853 -12.52% 2795251 7.09%
2 Nidhi Mercantile Limited 4898833 12.43% 0 0.00% 4898833 12.43%
3 Ashika Stock Broking Ltd. - Client Fo 1055798 2.68% -991560 -2.52% 64238 0.16%
Margin A/C
4 General Insurance Corporation Of 967716 2.45% -44356 -0.11% 923360 2.34%
India
5 Withal Commercial Private Limited 795990 2.02% -795990 -2.02% 0 0.00%
6 Life Insurance Corporation Of India 729561 1.85% -298372 -0.76% 431189 1.09%
7 Swagatam Marketing Private Limited 405934 1.03% -405934 -1.03% 0 0.00%
8 Shilpa Stock Broker Pvt.Ltd. 380364 0.96% 9425 0.02% 389789 0.99%
9 United India Insurance Company 336883 0.85% -336883 -0.85% 0 0.00%
Limited
10 Gmo Emerging Domestic 0 0.00% 1607271 4.08% 1607271 4.08%
Opportunities Fund, A Series Of Gmo
Trust
11 Polus Global Fund 0 0.00% 860000 2.18% 860000 2.18%
12 Satpal Khattar 0 0.00% 800000 2.03% 800000 2.03%
13 Gmo Emerging Markets Fund, A 0 0.00% 529398 1.34% 529398 1.34%
Series Of Gmo Trust
46
30th Annual Report 2015-16
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lakhs)
Secured Loans Unsecured Deposits Total
excluding Loans Indebtness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 61681 - - 61681
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 61681 - - 61681
Change in Indebtedness during the financial year
* Addition 9721 1663 - 11384
* Reduction 8180 - - 8180
Net Change 1541 1663 - 3204
Indebtedness at the end of the financial year
i) Principal Amount 63222 1663 - 64885
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 63222 1663 - 64885
47
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Directors’ Report
48
30th Annual Report 2015-16
49
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Corporate
Governance Report
BOARD OF DIRECTORS
The Board of Directors (the “Board”) of the Company are committed to best governance practices in the Company to ensure
sustainability and long term value. The Board plays a major role in overseeing how the management serves the short term
and long term interests of shareholders and other stakeholders. The Board along with its Committees provide leadership and
guidance to the Company’s management and directs, supervises and controls the performance of the Company. The company
has a balanced Board with combination of Executive and Non-Executive Directors to ensure independent functioning and
the current composition of the Board is in conformity with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board of Directors presently consists of Seven (7) Directors comprising 3 Promoters
and Executive Directors, 4 Independent and Non-Executive Directors.
A. COMPOSITION
Composition of the Board of Directors of the Company as on 31st March 2016 was as under with details of other directorships
and committee memberships: -
50
30th Annual Report 2015-16
ATTENDANCE OF BOARD MEETING AND AGM the Company’s strategy, business performance, operations,
Four meetings of the Board were held during the financial finance, investor relations, human resources, IT and other
year 2015-16 on 02.05.2015, 04.08.2015, 05.11.2015 and on related matters. The presentations to the Board includes
12.02.2016. The last Annual General Meeting was held on update on risk management, company’s policies, and
30th September 2015. quarterly performance report which includes information
on business performance, operations, financial parameters,
Attendance at Board meetings during the year and last litigations, compliances.
Annual General Meeting:-
During the year, the Independent Directors visited the Spinning
No. of Board Whether plant at Village Sareri, Dist. Bhilwara. The Directors are
Sl.
Name of the Director Meetings attended Last presented in advance with the Board Calendar for the entire
No.
attended AGM year which includes coverage of businesses and corporate
1 Shri RP Soni All Yes functions to keep them fully updated on key developments
2 Shri SN Modani All Yes of the Company. Any other important development related
to the company, is periodically communicated to the Non-
3 Shri VK Sodani All Yes
Executive/ Independent Directors. Detailed familiarisation
4 Shri RamawatarJaju Two No
programme for Directors is available on the Company’s
5 Shri Achintya Karati All Yes website at www.sangamgroup.com
6 Shri TK. Mukhopadhyay All No
7 Ms. Seema Srivastava Two No CODE OF CONDUCT
Sangam (India) Limited has laid down a code of conduct for
MEETING OF INDEPENDENT DIRECTORS AND all Board Members and senior management of the Company.
ATTENDANCE All Board Members and designated senior management
Independent Directors to meet at least once in a year to deal personnel have affirmed compliance with this code of
with matters listed out in Schedule IV of the Companies Act, conduct. The code of conduct is displayed on the website of
2013 and Regulation 25(3) of the SEBI (Listing Obligations and the Company www.sangamgroup.com. A declaration to this
Disclosure Requirements) Regulations, 2015 which inter- effect, signed by the Managing Director of the Company is
alia includes, review the performance of non-independent attached at the end of this report.
directors, chairman and the Board as a whole and assess
quality and quantity of flow of information to perform the CEO/CFO CERTIFICATION
duties by the Board of Directors. The Managing Director and CEO and CFO & Company
One meeting of Independent Director was held during the Secretary of the Company have certified to the Board as
financial year 2015-16 on 05.11.2015. Attendance at meeting required under provision of schedule-II of the clause 17(8)
of Independent Directors held during the year:- of the Listing Regulation covering all aspects enumerated
therein.
Sl. Whether Meeting
Name of the Director
No. attended AUDIT COMMITTEE
1 Shri Achintya Karati Yes a. Constitution
2 Shri TK Mukhopadhyay Yes
The terms of reference covered all the aspects stipulated
3 Ms. Seema Srivastava Yes by the SEBI guidelines and the Audit Committee has
4 Shri Ramawatar Jaju No been mandated with the same terms of reference as
specified in Regulation 18 of the SEBI (Listing Obligations
Board Familiarization and Induction Program and Disclosure Requirements) Regulations, 2015 with
The Company has adopted a well-structured induction policy Stock Exchanges. The Chairman of the Committee is
for orientation and training of the Non-Executive Directors to Shri Achintya Karati, an Independent Director and all
provide them with an opportunity to familiarise themselves members have adequate financial knowledge.
with the Company, its management, its operations and the
Audit Committee meets the requirement of Section
industry in which the Company operates. The induction
177 of the Companies Act, 2013 as well as Regulation
programme includes one-to-one interactive sessions with
18 of the SEBI (Listing Obligations and Disclosure
the Executive Directors, CFO and Senior Management
Requirements) Regulations, 2015. The Chairman of
including the CEO and also includes visit to Company plant
the Committee is Shri Achintya Karati, an Independent
sites and locations.
Director and all the members of the Audit Committee
Further, in every quarterly Board meeting, a detailed review on are financially literate and have accounting and financial
the various business divisions is presented in order to update management expertise. The Managing Director & CEO,
the Directors and to ensure their effective participation in CFO and representatives of the Statutory Auditors and
51
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Corporate
Governance Report
Internal Auditors are permanent invitees to the Audit by the company on various observations and queries of the
Committee Meetings. The Company Secretary acts as auditors.
the Secretary to the Audit Committee.
Powers of the Audit Committee
b. Composition - To investigate any activity within its terms of reference;
The composition of the Audit Committee as on 31st
- To seek any information from any employee;
March, 2016 was as follows:
- To obtain outside legal or other professional advice;
Shri Achintya Karati Chairman
(Independent Director) - To secure attendance of outsiders with relevant
expertise, if it considers necessary.
Shri TK. Mukhopadhyay Member
(Independent Director) Role of Audit Committee
Shri RP Soni Member
(1) Oversight of the Company’s financial reporting process
(Executive Director)
and the disclosure of its financial information to ensure
c. Meetings and Attendance that the financial statement is correct, sufficient and
credible;
The details of meetings held during the year, and the
attendance thereat, are as follows: (2) Recommendation for appointment, remuneration and
terms of appointment of auditors of the Company;
Date of meetings - 4 meetings of the Audit Committee
of Board of the Company were held during the financial (3) Approval of payment to statutory auditors for any other
year 2015-16 on 02.05.2015, 04.08.2015, 05.11.2016 and services rendered by the statutory auditors;
on 12.02.2016.
(4) Reviewing, with the management, the annual financial
Attendance statements and auditor’s report thereon before
Name of the Director No. of meetings attended submission to the board for approval, with particular
reference to:
Shri Achintya Karati All
Shri TK. Mukhopadhyay All (a) matters required to be included in the director’s
responsibility statement to be included in the
Shri RP Soni All
board’s report in terms of clause (c) of sub-section
-Shri Anil Jain, CFO & Company Secretary is the (3) of Section 134 of the Companies Act, 2013;
Secretary to the Committee. (b) changes, if any, in accounting policies and practices
-Shri RM Sinduria represented the Internal Audit and reasons for the same;
function. The Statutory Auditors of the company also (c) major accounting entries involving estimates based
attended the meetings. The Statutory Auditors of the on the exercise of judgment by management;
company are invited to join Audit Committee meetings (d) significant adjustments made in the financial
for discussions. The Audit Committee holds discussions statements arising out of audit findings;
with the Statutory Auditors and their report on the audit
(e) compliance with listing and other legal requirements
of the yearly accounts, the yearly audit plan, matters
relating to financial statements;
relating to compliance of accounting standards, their
observations arising from the limited review report/ (f) disclosure of any related party transactions;
annual audit of the Company’s accounts and other (g) modified opinion(s) in the draft audit report;
related matters.
(5) Reviewing, with the management, the quarterly financial
The Audit Committee during its four meetings reviewed statements before submission to the board for approval;
with the management and the auditors (both external and
(6) Reviewing, with the management, the statement of uses
internal) all issues, which are required to be reviewed by
/ application of funds raised through an issue (public
the audit Committee pursuant to the SEBI (listing obligation
issue, rights issue, preferential issue, etc.), the statement
and dislosure requirements) Regulations, 2015 as also
of funds utilized for purposes other than those stated in
the Companies Act, 2013. The Audit Committee has also
the offer document / prospectus / notice and the report
reviewed the observations of the internal and statutory
submitted by the monitoring agency monitoring the
auditors in relation to all areas of operations of the company
utilisation of proceeds of a public or rights issue, and
as also the internal control systems. In addition, the
making appropriate recommendations to the board to
committee has been examining all areas associated with the
take up steps in this matter;
taxation matters (direct and indirect) and has reviewed the
measures initiated by the company for mitigating the risks. (7) Reviewing and monitoring the auditor’s independence
The Audit Committee has also reviewed the actions taken and performance, and effectiveness of audit process;
52
30th Annual Report 2015-16
(8) Approval or any subsequent modification of transactions 5. The appointment, removal and terms of remuneration of
of the Company with related parties; the Chief internal auditor shall be subject to review by
the Audit Committee
(9) Scrutiny of inter-corporate loans and investments;
6. Statement of deviations:
(10) Valuation of undertakings or assets of the Company,
wherever it is necessary; (a) quarterly statement of deviation(s) including report
of monitoring agency, if applicable, submitted to
(11) Evaluation of internal financial controls and risk
stock exchange(s) in terms of Regulation 32(1)
management systems;
of the SEBI (Listing Obligations and Disclosure
(12) Reviewing, with the management, performance of Requirements) Regulations, 2015.
statutory and internal auditors, adequacy of the internal
(b) annual statement of funds utilized for purposes
control systems;
other than those stated in the offer document/
(13) Reviewing the adequacy of internal audit function, if any, prospectus/notice in terms of Regulation 32(7)
including the structure of the internal audit department, of the SEBI (Listing Obligations and Disclosure
staffing and seniority of the official heading the Requirements) Regulations, 2015.
department, reporting structure coverage and frequency
of internal audit; NOMINATION AND REMUNERATION COMMITTEE
(14) Discussion with internal auditors of any significant The composition of the Nomination and Remuneration
findings and follow up there on; Committee is in compliance with the provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of the
(15) Reviewing the findings of any internal investigations SEBI Listing Regulations.
by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal Composition
control systems of a material nature and reporting the The composition of the Nomination and Remuneration
matter to the board; Committee as on 31st March, 2016 was as follows:
(16) Discussion with statutory auditors before the audit
Shri Achintya Karati Chairman (Independent Director)
commences, about the nature and scope of audit as
Shri Ramawatar Jaju Member (Independent Director)
well as post-audit discussion to ascertain any area of
concern; Shri R P Soni Member (Executive Director)
(17) To look into the reasons for substantial defaults in There was one meeting held on Nomination and Remuneration
the payment to the depositors, debenture holders, Committee on 4th August, 2015. The Remuneration Policy of
shareholders (in case of non-payment of declared the Company is:
dividends) and creditors; i. For Managing/Whole time Directors
(18) To review the functioning of the whistle blower The total remuneration, subject to share holders
mechanism; approval, consists of:
(19) Approval of appointment of chief financial officer after a. A fixed component - consisting of salary and
assessing the qualifications, experience and background, perquisites; the perquisites and benefits are in
etc. of the candidate; line with the company rules for senior managerial
personnel.
(20) Carrying out any other function as is mentioned in the
terms of reference of the audit committee. b. A variable component - linked to performance
of company as well as of the individual director-
Review of information by Audit Committee consisting of performance linked bonus,as may be
The Audit Committee shall mandatorily review the following determined by the Remuneration Committee, within
information: the limits approved by the shareholders/subject to
Schedule V of the Companies Act, 2013.
1. Management discussion and analysis of financial
condition and results of operations; c. Commission payable to Shri R.P. Soni, Chairman
2. Statement of significant related party transactions(as not exceeding 1%, to Shri S.N. Modani, Managing
defined by the audit committee), submitted by Director not exceeding 1% and to Shri V.K. Sodani,
management; Executive Director not exceeding 0.25% of the
net profits computed under section 197 of the
3. Management letters / letters of internal control
Companies Act, 2013 approved by the shareholders.
weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control ii. For Non-executive Directors
weaknesses; and Sitting Fees pursuant to the Article 82(a) of the Articles
53
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Corporate
Governance Report
of Association of the Company, the Board of Directors (vii) Recommend measures for overall improvement of the
to determine the sitting fee payable to a director of the quality of investor services.
Company for attending the meeting of the Board or its
Committee not exceeding such amount as permissible Composition
under the Companies Act, 2013 and/or Rules made The composition Stakeholders’ Relationship Committee as
thereunder. on 31st March, 2016 was as follows:
Sitting fees to be paid to the Non-executive Directors as Shri Achintya Karati Chairman (Independent Director)
given hereunder: Shri RamawatarJaju Member (Independent Director)
Sl. Shri R P Soni Member (Executive Director)
Type of Meeting Sitting fees
No.
Compliance Officer
1 Board Meeting `40,000/-
Shri Anil Jain, CFO & Company Secretary is the Compliance
2 Audit Committee Meeting `25,000/-
Officer of the Company for complying with the requirements
3 Stakeholders Relationship `20,000/- of the SEBI Listing Regulations, and requirements of SEBI
Committee Meeting (Prohibition of Insider Trading) Regulation, 1992.
4 Nomination and Remuneration `25,000/-
During the year, 16 complaint letters were received from
Committee Meeting
investors directly or through SEBI or Stock Exchange(s) and
5 Corporate Social Responsibility Nil
were dealt with satisfactorily. All letters received from the
Committee Meeting
investors were general in nature, which were resolved to the
Details of remuneration paid to the Whole-time/ satisfaction of the shareholders within the stipulated time.
Independent Directors are given in the Extract of Annual
Return in Form MGT 9 which is included in this Annual CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Report. The Board of Directors has constituted Corporate Social
Responsibility Committee of Directors as required under
STAKEHOLDERS’ RELATIONSHIP COMMITTEE Section 135 of the Companies Act, 2013. The role of the
During the year, the Stakeholders’ Relationship Committee Committee is to formulate and recommend to the Board,
has been re-constituted on 4th August, 2015 as the present a corporate social responsibility policy, recommend the
Chairman of the Committee Shri R. P. Soni appointed as amount of expenditure to be incurred on activities and
Whole-time Director with effect from 1st September, 2015, monitor CSR Policy.
subject to the approval of the members at the ensuing Annual
General Meeting to be held on 30th September, 2015. Composition
The composition of Corporate Social Responsibility
The main function of the Stakeholders’ Relationship
Committee as on 31st March, 2016 was as follows:
Committee is to strengthen the investor relations. The
Committee looks into redressal of shareholders’ complaints Shri R P Soni Chairman (Executive Director)
and proper and timely attendance on the investors’ Shri S N Modani Member
grievances. The key responsibilities of the Committee are as (Executive/Managing Director)
under:
Shri Ramawatar Jaju Member (Independent Director)
(i) Review statutory compliances relating to all security
holders. Whistle Blower Policy
The Company promotes ethical behaviour in all its business
(ii) Consider and resolve the grievances of security holders
activities and has put in place a mechanism for reporting
of the Company, including complaints related to the Non-
illegal or unethical behaviour. The Company has a Vigil
receipt of Annual Report/declared dividends/notices/
mechanism and Whistle blower policy under which the
balance sheet.
employees are free to report violations of applicable laws
(iii) Oversee compliances in respect of dividend payments and regulations and the Code of Conduct. The reportable
and transfer of unclaimed amounts to the Investor matters may be disclosed to the Ethics and Compliance Task
Education and Protection Fund. Force which operates under the supervision of the Audit
Committee. Employees may also report to the Chairman
(iv) Approve issue of duplicate certificates of the Company.
of the Audit Committee. During the year under review, no
(v) Review movements in shareholding and ownership employee was denied access to the Audit Committee.
structures of the Company.
(vi) Ensure setting of proper controls and oversee the
performance of the Registrar and Share Transfer Agents.
54
30th Annual Report 2015-16
During the year, materially significant transactions (iv) Reconciliation of Share Capital Audit
with related parties, as per the policy adopted by the A qualified practicing Company Secretary carried out a
Company, were in the normal course of business, priced share capital audit to reconcile the total admitted equity
on an arm’s length basis and did not have potential share (CDSL) and the total issued and listed equity share
conflict with the interests of the company at large. All capital. The audit report confirms that the total issued/
transactions with related parties entered into by the paid-up capital is in agreement with the total number
company were in the normal course of business on of shares in physical form and the total number of
an arms’ length basis and were approved by the Audit dematerialised shares held with NSDL and CDSL.
Committee.
(ii) The company has complied with various rules and MEANS OF COMMUNICATION
regulations prescribed by the Stock Exchanges, a. The quarterly results are generally published in
Securities and Exchange Board of India or any other Economic Times or Business Line or The Business
statutory authority relating to the capital markets during Standard in English and Rajasthan Patrika and/or Dainik
the last 3 years. No penalties or strictures have been Bhaskar and/or Nafa Nuksan in Hindi. The quarterly
imposed by them on the Company. results are also displayed on the Company’s notice
boards in all locations.
(iii) The Audit Committee has established a Vigil Mechanism
and adopted a Whistle-Blower Policy, which provides a b. A Management Discussion and Analysis report is
formal mechanism for all Directors and employees of the enclosed separately as part of this Annual Report.
company to approach the Management of the Company
55
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Corporate
Governance Report
Corporate Filing and Dissemination System (CFDS) SEBI Complaints Redress System (SCORES)
Corporate Filing and Dissemination System (CFDS) The Stock A centralized web based complaints redress system which
Exchanges have the CFDS which is a portal jointly owned, serves as a centralised database of all complaints received,
managed and maintained by the Bombay Stock Exchange enables uploading of Action Taken Reports (ATRs) by the
Limited (BSE) and the National Stock Exchange of India concerned companies and online viewing by the investors of
Limited (NSE). It is a single source to view information filed actions taken on the complaint and its current status.
by listed companies. All disclosures and communications to
the BSE and NSE are filed electronically through the CFDS Annual Report
portal www.corpfiling.co.in. The Annual Report containing inter alia the Audited Financial
Statements, Directors’ Report, Auditors’ Report and
BSE Listing Centre other important information is circulated to the investors.
BSE Limited has launched an Online Portal - BSE Corporate Management Discussion and Analysis forms part of the
Compliance & Listing Centre (the “Listing Centre”) for Annual Report. Pursuant to the Green Initiative launched by
submission of various filings by listed companies. All the MCA, the Company also sends e-copies of the Annual
disclosures and periodic filings submitted to the BSE are Report to Members who have registered for the same.
also upload on the Listing Centre.
The Annual Reports are also available in the Investor Relations
NSE Electronic Application Processing System (NEAPS) section on the Company’s website www.sangamgroup.com
The Company also files information through NEAPS – a web Green Initiative
based application provided by NSE which facilitates online
In support of the “Green Initiative” undertaken by Ministry
filing of Corporate Governance Report, the Shareholding
of Corporate Affairs, the company had during the financial
Pattern by companies, Results and other disclosures.
year 2015-16 sent various communications by email to those
Extensive Business Reporting Language (XBRL) members whose email addresses were registered with the
Depositories or the Registrar and Transfer Agents. Physical
XBRL is a language for electronic communication of business
copies sent to only those members whose email addresses
and financial data. It offers major benefits to all those who
were not available.
have to create, transmit, use or analyze such information
which aids better analysis and decision making. Ministry of In view of the Listing Regulation with the Stock Exchanges,
Corporate Affairs (MCA) vide its circular No. 37/2011 dated the company has emailed soft copies of its Annual Report
June 7, 2011, had mandated certain companies to file their to all those shareholders who have registered their email
Annual Accounts vide this mode. The Company has filed its address for the said purpose. We would greatly appreciate
Annual Accounts on MCA through XBRL. and encourage more members to register their email
address with their Depository Participant or the Registrar and
Ministry of Corporate Affairs (MCA) Transfer Agent of the Company to receive soft copies of the
The Company has periodically filed all the necessary Annual Report, Notices and other informations disseminated
documents with the MCA. by the company, on a real-time basis without any delay.
56
30th Annual Report 2015-16
e. The listing fee has been paid up to date, to all the Stock Exchanges.
f. Bombay Stock Exchange Ltd. (BSE)
i. Scrip code 514234
ii. Scrip ID SANGAM
Trading symbol at National Stock Exchange of India Ltd. (NSE) SANGAMIND
Demat ISIN Numbers in NSDL & CDSL INE495C01010
Bombay Stock Exchange Ltd. (BSE) National Stock Exchange of India Ltd. (NSE)
Month Share Price (in `) Sensex Share Price (in `) S&P CNX NIFTY
High Low High Low High Low High Low
April, 2015 89.35 75.00 29094.61 26897.54 89.45 74.50 8844.80 8144.75
May, 2015 131.45 71.50 28071.16 26423.99 131.00 72.00 8489.55 7997.15
June, 2015 152.40 112.30 27968.75 26307.07 152.10 111.20 8467.15 7940.30
July, 2015 219.00 150.00 28578.33 27416.39 218.95 146.50 8654.75 8315.40
August, 2015 249.00 186.40 28417.59 25298.42 249.00 186.15 8621.55 7667.25
September, 2015 278.00 214.00 26471.82 24833.54 277.00 214.00 8055.00 7539.50
October, 2015 290.00 239.30 27618.14 26168.71 290.00 238.85 8336.30 7930.65
November, 2015 297.00 244.80 26824.30 25451.42 297.90 245.10 8116.10 7714.15
December, 2015 324.00 263.30 26256.42 24867.73 324.90 261.95 7979.30 7551.05
January, 2016 320.00 265.30 26197.27 23839.76 319.95 260.50 7972.55 7241.50
February, 2016 285.20 238.50 25002.32 22494.61 286.90 235.10 7600.45 6825.80
March, 2016 272.60 247.00 25479.62 23133.18 273.90 245.05 7777.60 7035.10
Shareholders Shareholding
Category Range - Shares
Number %age Number of Shares %age
Up to 500 7122 89.20 913821 2.32
501-1000 395 4.95 328269 0.83
1001-2000 158 1.98 243719 0.62
2001-3000 67 0.84 173034 0.44
3001-4000 33 0.41 116137 0.29
4001-5000 22 0.28 102581 0.26
5001-10,000 47 0.59 357292 0.91
10,001 and above 140 1.75 37186706 94.33
Total 7984 100.00 39421559 100.00
57
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Corporate
Governance Report
Registered Office All matters relating to Dividend, Annual Reports and other
Atun, Chittorgarh Road related matters
Bhilwara - 311 001 (Raj.)
Company Secretary
Ph.: +91 1482 305028
Fax: +91 1482 304120 Sangam (India) Limited,
E-mail: [email protected] Atun, Chittorgarh Road, Bhilwara - 311 001 (Raj.)
website: www.sangamgroup.com Ph.: +91 1482-305020, Fax: +91 1482 304120
email : [email protected]
Plant Location website: www.sangamgroup.com
Spinning
Unit - I : Vill. Biliya Kalan, Chittorgarh Road,
Bhilwara - 311 001 (Raj.)
Unit - II : 91 K. M. Stone, N.H.-79, Vill. Sareri,
Dist. Bhilwara - 311 024 (Raj.)
Unit - III : NH-79, Village Naga Ka Khera,
Soniyana, Tehsil Gangrar,
Distt. Chittorgarh (Raj).
Weaving, Processing and Seamless Garments
Vill. Atun, Chittorgarh Road,
Bhilwara - 311 001 (Raj.)
58
30th Annual Report 2015-16
DECLARATION BY THE CEO UNDER REGULATION 26(3) READ WITH PARA D OF SCHEDULE V OF THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 REGARDING ADHERENCE
TO THE CODE OF CONDUCT
Pursuant to sub-regulation (3) of Regulation 26 read with Para D of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board members and the Senior Management personnel of the Company have affirmed
compliance to their respective Code of Conduct, as applicable to them for the Financial Year ended March 31, 2016.
59
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Corporate
Governance Report
We have examined the compliance of conditions of Corporate Governance by Sangam (India) Limited (“the Company”) for the
year ended 31st March 2016 as stipulated in clause 49 of the Listing Agreement of the Company with the Stock Exchanges
(“Listing Agreement”) for the period April 1, 2015 to November 30, 2015 and Regulations 17 to 27, clause (b) to (i) of sub-
regulation 46 and para C, D & E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) for the period December 1, 2015 to March 31, 2016.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made
by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in the Listing Agreement and the SEBI Listing Regulations applicable for the respective periods as mentioned
above.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
S. P. Jethlia
FCS : 3464 CP : 4844
Place : Bhilwara
Date : August 13, 2016
60
FINANCIAL
30th ANNUAL REPORT 2015-16
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
INDEPENDENT
AUDITORS’ REPORT
To the Members of An audit involves performing procedures to obtain audit evidence
M/S. SANGAM (INDIA) LIMITED about the amounts and the disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment,
REPORT ON THE FINANCIAL STATEMENTS including the assessment of the risks of material misstatement of
We have audited the accompanying financial statements of M/s. the financial statements, whether due to fraud or error. In making
Sangam (India) Limited (‘the Company’), which comprise the those risk assessments, the auditor considers internal financial
balance sheet as at 31 March 2016, the statement of profit and control relevant to the Company’s preparation of the financial
loss and the cash flow statement for the year then ended, and a statements that give a true and fair view in order to design audit
summary of significant accounting policies and other explanatory procedures that are appropriate in the circumstances. An audit
information. also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates
MANAGEMENT’S RESPONSIBILITY FOR
THE FINANCIAL STATEMENTS made by the Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
The Company’s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) We believe that the audit evidence we have obtained is sufficient
with respect to the preparation and presentation of these and appropriate to provide a basis for our audit opinion on the
financial statements that give a true and fair view of the financial financial statements.
position, financial performance and cash flows of the Company in
OPINION
accordance with the accounting principles generally accepted in
In our opinion and to the best of our information and according
India, including the Accounting Standards specified under Section
to the explanations given to us, the aforesaid financial statements
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
give the information required by the Act in the manner so required
2014. This responsibility also includes maintenance of adequate
and give a true and fair view in conformity with the accounting
accounting records in accordance with the provisions of the Act
principles generally accepted in India:
for safeguarding of the assets of the Company and for preventing
and detecting the frauds and other irregularities; selection and (a) In the case of the Balance Sheet, of the state of affairs of the
application of appropriate accounting policies; making judgments Company as at 31 March 2016;
and estimates that are reasonable and prudent; and design, (b) in the case of the Statement of Profit and Loss, of the profit
implementation and maintenance of adequate internal financial for the year; and
controls, that were operating effectively for ensuring the accuracy (c) in the case of the Cash Flow Statement, of the cash flows for
and completeness of the accounting records, relevant to the the year ended on that date.
preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
whether due to fraud or error. 1. As required by the Companies (Auditor’s Report) Order, 2016
(“the Order”) issued by the Central Government of India in
AUDITOR’S RESPONSIBILITY
terms of sub-section (11) of section 143(11) of the Act, we
Our responsibility is to express an opinion on these financial give in the Annexure A a statement on the matters specified
statements based on our audit. We have taken into account the in the paragraph 3 and 4 of the Order, to the extent applicable.
provisions of the Act, the accounting and auditing standards and
2. As required by Section 143 (3) of the Act, we report that:
matters which are required to be included in the audit report under
the provisions of the Act and the Rules made thereunder. (a) we have sought and obtained all the information and
explanations which to the best of our knowledge and
We conducted our audit in accordance with the Standards on
belief were necessary for the purposes of our audit.
Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements (b) in our opinion proper books of account as required by
and plan and perform the audit to obtain reasonable assurance law have been kept by the Company so far as it appears
about whether the financial statements are free from material from our examination of those books.
misstatement. (c) the balance sheet, the statement of profit and loss and
the cash flow statement dealt with by this Report are in
agreement with the books of account.
62
30th Annual Report 2015-16
(d) in our opinion, the aforesaid financial statements ii. the Company does not have any long-term
comply with the Accounting Standards specified contracts including derivatives contracts for
under Section 133 of the Act, read with Rule 7 of the which there were any material foreseeable
Companies (Accounts) Rules, 2014. losses.
(e) on the basis of the written representations received iii. There has been no delay in transferring amounts,
from the directors as on 31 March 2016 taken on record required to be transferred, to the Investor
by the Board of Directors, none of the directors is Education and Protection Fund by the Company.
disqualified as on 31 March 2016 from being appointed
as a director in terms of Section 164 (2) of the Act;
For and on behalf of For and on behalf of
(f) with respect to the adequacy of the internal financial R. Kabra & Co. B.L. Chordia & Co.
controls over financial reporting of the Company and Chartered Accountants Chartered Accountants
the operating effectiveness of such controls, refer to Registration No.104502W Registration No.000294C
our separate report in “Annexure B”; and
(R.L. Kabra) (B.L. Chordia)
(g) with respect to the other matters to be included in Partner Partner
the Auditor’s Report in accordance with Rule 11 of M. Ship No.016216 M.Ship No.010882
the Companies (Audit and Auditors) Rules, 2014, in Camp: Bhilwara Place: Bhilwara
our opinion and to the best of our information and Date: May 09, 2016 Date: May 09, 2016
according to the explanations given to us:
i. the Company has disclosed the impact of pending
litigations on its financial position in its financial
statements – Refer Note 31 to the financial
statements.
63
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
Annexure referred to in Point 1 of the Auditor’s Report of even date iii) In our opinion and according to the information and
to the members of Sangam (India) Limited for the year ended explanations given to us the company has not granted any
31st March 2016. secured or unsecured loans to companies, firms, limited
On the basis of such checks as we considered appropriate and in liability partnerships or other parties covered in the register
terms of the information and explanations given to us during the maintained under section 189 of the Act and therefore clause
course of the audit, we state as under: iii b and iii c of the Order are not applicable.
i) (a) The company is maintaining proper records showing iv) In our opinion and according to the information and
full particulars, including quantitative details and explanations given to us in respect of loans, investments,
situation of fixed assets. guarantees and security, the provisions of sections 185 and
186 of the Act have been complied with.
(b) According to the information and explanation given
to us, these fixed assets have been physically verified v) In our opinion and according to the information and
by the management at reasonable intervals in terms explanations given to us, the company has not accepted any
of the phased program of verification adopted by the deposits. Therefore, the compliance with respect to directives
company and no material discrepancies were noticed issued by the Reserve Bank of India and the provisions of
on such verification sections 73 to 76 or any other relevant provisions of the Act
and the rules framed there under are not applicable to the
c) As per the information and explanations given to us
company.
by the management, all the title deeds of immovable
properties are held in the name of the company and vi) In our opinion the maintenance of cost records has been
the original documents are deposited with /mortgaged specified by the Central Government sub section (1) of section
to the banks for the financial assistance obtained as 148 of the Act and such accounts and records have been so
per the memorandum of deposit for creation of charge made and maintained by the company. We have however, not
for term loan / overall limit where the initial charge is made a detailed examination of the records with a view to
created by way of mortgage by deposit of title deeds determining whether they are accurate or complete.
and therefore we need to rely on the same and unable vii) (a) According to information and explanation given to
to verify the original title deeds. us and the records examined by us, the company is
ii) As per the information and explanations given to us, the generally regular in depositing undisputed statutory
inventories (excluding stock, materials and work in progress, dues including provident fund, employees’ state
which are in transit & stock lying with third parties) have insurance, income-tax, sales-tax, service tax, duty of
been physically verified during the year by the management customs, duty of excise, value added tax, cess and any
and no material discrepancies were noticed during such other statutory dues to the appropriate authorities.
verification. In our opinion and having regard to the nature There were no undisputed dues as on the last day of
and location of stocks, the frequency of the physical the financial year concerned for a period of more than
verification is reasonable. six months from the date they became payable
(b) According to the information and explanation given to us, there were no dues of income tax, sales tax, service tax, duty of customs,
duty of excise and value added tax which have not been deposited on account of any dispute, except as under:
Disputed Matters with the various forum
Sl. Name Nature Amount of disputed Period to which the Forum where
No. of the Statute of the dues demand (` In Lakhs) amount relate Dispute is pending
Gross Net of
Deposited
1 Income Tax Act, 1961 Income Tax 21.00 21.00 2003-04 ITAT, Mumbai
2 Income Tax Act, 1961 Income Tax 8.00 8.00 2011-12 Commissioner of Income
Tax (Appeals), Mumbai
3 Central Excise Act, 1994 Excise Duty 5.97 3.46 2005-06, 2007-08, Commissioner of Excise
2012-13 to 2015-16 (Appeals)
4 Central Excise Act, 1994 Excise Duty 14.87 Nil 2007-08 to 2011-12 CESTAT, Delhi
5 Finance Act, 1994 Service tax 29.07 17.74 2010-11 to 2013-14 & Commissioner of Service
2015-16 tax (Appeals)
6 Finance Act, 1994 Service tax 38.53 3.93 2005-06 to 2011-12 CESTAT, Delhi
64
30th Annual Report 2015-16
Sl. Name Nature Amount of disputed Period to which the Forum where
No. of the Statute of the dues demand (` In Lakhs) amount relate Dispute is pending
Gross Net of
Deposited
7 Rajasthan Stamp Duty Stamp Duty 108.91 88.91 2006-07 Rajasthan High Court,
Act, 1998 Jodhpur
8 Rajasthan Value Added Value Added Tax 250.17 233.51 2012-13 Tax Board, Ajmer
Tax Act, 2003
9 Rajasthan Value Added Value Added Tax 341.10 313.73 2010-11 to 2012-13 Tax Board, Ajmer
Tax Act, 2003 with RIPS Incentive
on Exports
10 Rajasthan Value Added Value Added Tax 34.87 32.98 2006-07 D.C. (Appeals)
Tax Act, 2003
11 The Rajasthan Tax on Entry tax and 410.86 192.64 2002-03 to 2011-12 Special Leave Petition
Entry of Goods into Local Interest with Supreme Court
Areas Act, 1999 2013-14 D.C. (Appeals)
12 Electricity Act, 2003 Fixed Charges 19.57 14.57 2009-10 to 2010-11 Rajasthan High Court,
Recovery Jodhpur
viii) Based on our audit procedures and the information and are in compliance with sections 177 and 188 of the Act
explanations provided by the management, we are of the where applicable and the details have been disclosed in
opinion that the company has not defaulted in repayment the Financial Statements, etc. as required by the applicable
of loans or borrowing to financial institutions, banks and Accounting Standards.
Government. The Company does not have any debenture xiv) The company has not made any preferential allotment or
holders. private placement of shares or fully or partly convertible
ix) In our opinion and according to the information and debentures during the year under review.
explanations given to us, the term loans raised during the xv) In our opinion, and based on such checks as we considered
year have been applied for the purpose for which those loans appropriate, and according to the information and
were raised. The company has not raised money by way explanations given to us, the company has not entered in
of initial public offer or further public offer, including debt to any non-cash transactions with directors or persons
instruments. connected with them.
x) During the course of our examination of the books and xvi) In our opinion and according to the information and
records of the company carried in accordance with the explanations given to us, the company is not required to be
generally accepted auditing practices in India and according registered under section 45 - IA of the Reserve Bank of India
to the information and explanations given to us, no fraud by Act, 1934.
the company or on the Company by its officers or employees
has been noticed or reported during the year.
For and on behalf of For and on behalf of
xi) In our opinion and according to the information and R. Kabra & Co. B.L. Chordia & Co.
explanations given to us the managerial remuneration Chartered Accountants Chartered Accountants
has been paid or provided in accordance with the requisite Registration No.104502W Registration No.000294C
approvals mandated by the provisions of section 197 read
with Schedule V to the Act. (R.L. Kabra) (B.L. Chordia)
Partner Partner
xii) Since the company is not a nidhi company, clause xii of para
M. Ship No.016216 M.Ship No.010882
3 of the Order is not applicable to the Company. Camp: Bhilwara Place: Bhilwara
xiii) In our opinion, and based on such checks as we considered Date: May 09, 2016 Date: May 09, 2016
appropriate, all the transactions with the related parties
65
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
ANNEXURE “B”
TO THE INDEPENDENT AUDITORS’ REPORT
Annexure referred to in Point 2(f) of the Auditor’s Report of even Our audit involves performing procedures to obtain audit evidence
date to the members of Sangam (India) Limited for the year about the adequacy of the internal financial controls system over
ended 31st March 2016. financial reporting and their operating effectiveness.
REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER Our audit of internal financial controls over financial reporting
FINANCIAL REPORTING UNDER CLAUSE (I) OF SUB-SECTION 3 included obtaining an understanding of internal financial controls
OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT”)
over financial reporting, assessing the risk that a material
We have audited the internal financial controls over financial weakness exists, and testing and evaluating the design and
reporting of Sangam (India) Limited (“the Company”) as of March operating effectiveness of internal control based on the assessed
31, 2016 in conjunction with our audit of the financial statements risk. The procedures selected depend on the auditor’s judgement,
of the Company for the year ended on that date. including the assessment of the risks of material misstatement of
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL the financial statements, whether due to fraud or error.
CONTROLS We believe that the audit evidence we have obtained is sufficient
The Company’s management is responsible for establishing and and appropriate to provide a basis for our audit opinion on the
maintaining internal financial controls based on “the internal Company’s internal financial controls system over financial
control over financial reporting criteria established by the reporting.
Company considering the essential components of internal control
MEANING OF INTERNAL FINANCIAL CONTROLS OVER
stated in the Guidance Note on Audit of Internal Financial Controls FINANCIAL REPORTING
Over Financial Reporting issued by the Institute of Chartered
A company’s internal financial control over financial reporting is a
Accountants of India”. These responsibilities include the design,
process designed to provide reasonable assurance regarding the
implementation and maintenance of adequate internal financial
reliability of financial reporting and the preparation of financial
controls that were operating effectively for ensuring the orderly
statements for external purposes in accordance with generally
and efficient conduct of its business, including adherence to
accepted accounting principles. A company’s internal financial
company’s policies, the safeguarding of its assets, the prevention
control over financial reporting includes those policies and
and detection of frauds and errors, the accuracy and completeness
procedures that:
of the accounting records, and the timely preparation of reliable
(1) pertain to the maintenance of records that, in reasonable
financial information, as required under the Act.
detail, accurately and fairly reflect the transactions and
AUDITORS’ RESPONSIBILITY dispositions of the assets of the company;
Our responsibility is to express an opinion on the Company’s (2) provide reasonable assurance that transactions are recorded
internal financial controls over financial reporting based on our as necessary to permit preparation of financial statements
audit. We conducted our audit in accordance with the Guidance in accordance with generally accepted accounting principles,
Note on Audit of Internal Financial Controls Over Financial and that receipts and expenditures of the company are being
Reporting (the “Guidance Note”) issued by ICAI and the Standards made only in accordance with authorisations of management
on Auditing prescribed under section 143(10) of the Companies and directors of the company; and
Act 2013, to the extent applicable to an audit of internal financial
(3) provide reasonable assurance regarding prevention or timely
controls. Those Standards and the Guidance Note require that we
detection of unauthorized acquisition, use, or disposition of
comply with ethical requirements and plan and perform the audit
the company’s assets that could have a material effect on the
to obtain reasonable assurance about whether adequate internal
financial statements.
financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material
respects.
66
30th Annual Report 2015-16
67
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
BALANCE SHEET
AS AT 31ST MARCH, 2016
(` in Lakhs)
Particulars Note As at 31st March, 2016 As at 31st March, 2015
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital 1 3,942 3,942
Reserves and Surplus 2 39,983 33,228
43,925 37,170
Non-Current Liabilities
Long Term Borrowings 3 28,134 25,778
Deferred Tax Liability (net) 4 4,205 4,035
32,339 29,813
Current Liabilities
Short Term Borrowings 5 30,150 27,693
Trade Payables 6 7,647 7,505
Other Current Liabilities 7 13,748 14,283
Short Term Provisions 8 1,417 1,197
52,962 50,678
TOTAL 1,29,226 1,17,661
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets 9 58,415 56,220
Intangible Assets 9 59 54
Capital Work-in-Progress 9 1,420 295
Non-Current Investments 10 585 585
Long Term Loans and Advances 11 1,971 1,451
62,450 58,605
Current Assets
Inventories 12 29,449 26,509
Trade Receivables 13 27,110 25,171
Cash and Bank Balances 14 361 391
Short Term Loans and Advances 15 7,643 5,772
Other Current Assets 16 2,213 1,213
66,776 59,056
TOTAL 1,29,226 1,17,661
Significant Accounting Policies
Notes on Financial Statements 1 to 38
68
30th Annual Report 2015-16
(` in Lakhs)
Particulars Note 2015-16 2014-15
INCOME
Revenue from Operations 17 1,50,440 1,46,866
Other Income 18 2,465 1,102
Total Revenue 1,52,905 1,47,968
EXPENDITURE
Cost of Materials Consumed 19 83,032 83,064
Purchases of Traded Goods 20 1,249 2,470
Changes in Inventories of Finished Goods, Stock-in-Process and Stock-in-Trade 21 (2,223) (737)
Employee Benefits Expense 22 13,990 11,862
Power & Fuel 23 15,792 15,552
Finance Costs 24 6,396 6,722
Depreciation and Amortisation Expense 25 7,619 8,040
Other Expenses 26 15,972 13,744
Total Expenses 1,41,827 1,40,717
Profit Before Exceptional Item and Tax 11,078 7,251
Exceptional Items
Provision for Doubtful Debts/ Advances 35 35
Profit Before Tax 11,043 7,216
Tax Expenses
Current Tax 3,459 2,679
Deferred Tax 170 (367)
Tax Expense for Earlier Years (290) (253)
Profit for the year 7,704 5,157
Earnings per equity share of face value of `10 each
Basic and Diluted (in `) 19.54 13.08
Significant Accounting Policies
Notes on Financial Statements 1 to 38
69
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
70
30th Annual Report 2015-16
71
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
1 SHARE CAPITAL
Authorised Share Capital:
6,40,00,000 (Previous Year 6,40,00,000) Equity share of ` 10 each
6,400 6,400
fully paid up
1,85,00,000 (Previous Year 1,85,00,000) Non - Cumulative
1,850 1,850
Redeemable Preference Shares of ` 10 each fully paid up
8,250 8,250
Issued, Subscribed and Paid Up:
3,94,21,559 (Previous Year 3,94,21,559) Equity share of ` 10 each
3,942 3,942
fully paid up
TOTAL 3,942 3,942
1.1 Out of above Shares 12,50,062 Equity shares of `10/- each at par were issued pursuant to scheme of amalgamation in earlier years
without payment being received in cash.
1.2 The details of Shareholders’ holding more than 5% shares :
1.3 The reconciliation of the number of shares outstanding is set out below:
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
2 RESERVES & SURPLUS
Capital Reserve
As per last Balance Sheet 297 297
Securities Premium Reserve
As per last Balance Sheet 5,868 5,868
Preference Share Capital Redemption Reserve
As per last Balance Sheet 1,178 1,178
General Reserve
As per last Balance Sheet 16,818 14,000
Add: Transferred from Profit & Loss Account 3,000 3,000
Less: Depreciation Impact due to Change in the Method to Useful Life - 182
Closing Balance 19,818 16,818
72
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
2 RESERVES & SURPLUS (Contd.)
Profit & Loss Account
As per last Balance Sheet 9,067 7,858
Add: Profit for the year 7,704 5,157
Less: Appropriations
Transferred to General Reserve 3,000 3,000
Proposed Dividend on Equity Shares
788 788
[Dividend per share ` 2.00 (Previous Year ` 2.00)]
Tax on Dividend 161 160
Closing Balance 12,822 9,067
TOTAL 39,983 33,228
(` in Lakhs)
Non - Current Current Maturities
As at 31st As at 31st As at 31st As at 31st
March, 2016 March, 2015 March, 2016 March, 2015
3 LONG TERM BORROWINGS
(A) Secured
(a) Term Loans From Banks
Rupee Loans 26,237 25,661 6,465 8131
(b) Vehicle Loans From Banks 170 41 110 57
(c) Vehicle Loans From Others 64 76 26 22
TOTAL (A) 26,471 25,778 6,601 8,210
(B) Unsecured
Term Loans From Banks
Foreign Currency Loans (Buyers Credit) 1,663 - - -
TOTAL (B) 1,663 - - -
TOTAL (A)+(B) 28,134 25,778 6,601 8,210
3.1 All Term Loans from banks (including current maturities) except vehicle loan are secured by a joint equitable mortgage by deposit of
title deeds in respect of immovable properties and first hypothecation of the entire moveable properties of the company , both present
and future (save and except book debts) subject to prior charges created/to be created in favour of bankers for securing working
capital borrowing, ranking pari-passu with the charges created/to be created in favour of other participating institutions and banks.
The above Term Loans are further secured by personal guarantee of two directors of the company.
3.2 Vehicle Loans (including current maturities) are secured by hypothecation of respective vehicle(s) and are repayable over the term of
the loan ranging from 2 to 7 years.
3.3 Foreign Currency Loans (Buyers’ Credit) ` 1663 Lakhs (Previous year ` Nil) are related to Fixed Assets, ultimate payment of which will
be from Term Loans.
3.4 Maturity Profile of Secured Term Loans are as set out below:
(` in Lakhs)
Maturity Profile
Beyond
1-2 years 2-3 years 3-4 years
4 years
Term Loans - from banks (Excluding current maturities) 5,913 6,200 5,651 10,136
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
4 DEFERRED TAX LIABILITY (NET)
A) Deferred Tax Liability
Related to fixed assets 4,622 4,441
TOTAL (A) 4,622 4,441
73
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
4 DEFERRED TAX LIABILITY (NET) (Contd.)
B) Deferred Tax Assets
Disallowance u/s 43B of Income Tax Act, 1961 346 339
Provision for Bad & Doubtful Debts 71 67
TOTAL (B) 417 406
C) Deferred Tax Liability (Net) (A-B) 4,205 4,035
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
5 SHORT TERM BORROWINGS
Secured
Loans Repayable on Demand
From Banks (Rupee) 30,150 27,693
TOTAL 30,150 27,693
5.1 Borrowings from Banks for working capital are secured by hypothecation of inventories and charge on book debts both present and
future and second charge on all the immovable and movable fixed assets of the company. The above borrowing are further secured by
personal guarantee of two directors of the company.
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
6 TRADE PAYABLES
Micro, Small & Medium Enterprises (Refer Note No.6.1) - -
Others 7,647 7,505
TOTAL 7,647 7,505
6.1 Dues to micro, small and mdium enterprises:-
The Company is in the process of compiling relevant information from its suppliers about their coverage under the Micro, Small and
Medium Enterprises Development Act, 2006. Since the relevant information is not readily available, no disclosure have been made in
the accounts. However, in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions
of this Act is not expected to be material.
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
7 OTHER CURRENT LIABILITIES
Current maturities of long term debt (Refer Note No. 3) 6,601 8,210
Interest accrued but not due on borrowings 53 -
Unpaid Dividends # 26 22
Creditors for Capital Expenditure 645 535
Security Deposit 464 373
Advance from Customers 272 274
Liability towards Staff and Workers 1,008 872
Commission Payable on Sales 983 806
Income Tax Payable (Net) 475 224
Other Payables * 3,221 2,967
TOTAL 13,748 14,283
# There is no overdue amount to be credited to investor education & protection fund.
* Includes statutory dues, liabilities for expenses etc.
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
8 SHORT TERM PROVISIONS
Provisions for Gratuity/ Leave Encashment
468 248
(Refer Note No. 22.1)
Proposed Dividend on Equity Share 788 788
Tax on Dividend 161 161
TOTAL 1,417 1,197
74
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
Description Gross Block Depreciation Net Block
As on As on As on Adj. (Opg.) As on As on As On
Additions Deduction For the Year Adj. /Ded.
01/04/2015 31/03/2016 01/04/2015 Reserve 31/03/2016 31/03/2016 31/03/2015
9 FIXED ASSETS
(A) Tangible Assets:
Own Assets:
Freehold Land 1,000 180 - 1,180 - - - - - 1,180 1,000
Factory Building 17,309 1,248 - 18,557 4,430 551 - - 4,981 13,576 12,879
Office Building 1,484 38 - 1,522 24 24 - - 48 1,474 1,460
Plant & Machinery 88,696 7,358 12 96,042 53,679 6,043 9 - 59,713 36,329 35,017
Wind Power Machines 2,157 - - 2,157 1,170 114 - - 1,284 873 987
Electric Installation 7,200 490 - 7,690 4,550 559 - - 5,109 2,581 2,650
Water Supply Installation 516 11 - 527 118 16 - - 134 393 398
Furniture & Fixture 1,399 108 - 1,507 367 130 - - 497 1,010 1,032
Vehicle 995 341 54 1,282 433 112 34 - 511 771 562
Office Equipment 130 19 - 149 94 13 - - 107 42 36
Computer 553 29 - 582 403 41 - - 444 138 150
Sub-Total 1,21,439 9,822 66 1,31,195 65,268 7,603 43 - 72,828 58,367 56,171
Leased Assets:
Leasehold Land 58 - - 58 9 1 - - 10 48 49
Sub-Total 58 - - 58 9 1 - - 10 48 49
TOTAL (A) 1,21,497 9,822 66 1,31,253 65,277 7,604 43 - 72,838 58,415 56,220
Previous Year 1,11,070 10,942 515 1,21,497 57,354 8,029 383 277 65,277 56,220 53,716
(B) Intangible Assets
Computer software 354 20 - 374 300 15 - - 315 59 54
Total (B) 354 20 - 374 300 15 - - 315 59 54
Previous Year 334 20 - 354 289 11 - - 300 54 45
Total (A)+(B) 1,21,851 9,842 66 1,31,627 65,577 7,619 43 - 73,153 58,474 56,274
Total Previous Year 1,11,404 10,962 515 1,21,851 57,643 8,040 383 277 65,577 56,274 53,761
Capital Work In Progress 1,420 295
Note :- 1. ` 122 Lakhs (Previous Year ` 65 Lakhs )being Pre Operative expenses included in capital work in progress.
2 The Company’s depreciation method has changed to Useful Life method as per the Companies Act 2013 during last year for all the assets other than Plant & Machinery and Electrical
Installations as disclosed in Accounting Policy on Depreciation.
3. During the previous year, pursuant to the enactment of Companies Act 2013, the Company has applied the estimated useful lives as specified in schedule II, except in respect of certain
assets as disclosed in Accounting Policy on Depreciation. Accordingly the unamortized carrying value is being depreciated over the revised / remaining useful lives. Depreciation related to
fixed assets whose lives have expired as at 1st April 2014 have been adjusted net of tax during the previous year from the opening balance of General Reserve with amount of ` 182 Lakhs
75
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
10 NON-CURRENT INVESTMENTS
(Long Term Investments) (Value at Cost)
Unquoted Non - Trade Investment
In Equity Shares - Unquoted, fully paid up
Equity Shares of ` 10/- each fully paid
Keti Sangam Infrastructure (India) Ltd. 581 581
580600 (Previous Year 580600) at premium of ` 90/- per share
PKSS Infrastructure Pvt. Ltd. - -
3900 (Previous Year 3900) at par ` 39000 (Previous Year ` 39000)
Kalyan Sangam Infratech Ltd. 4 4
37500 (Previous Year 37500) at par
TOTAL 585 585
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
LONG TERM LOANS AND ADVANCES
11
(Unsecured and Considered Good)
Capital Advances - Related Party 208 -
- Others 1,161 799
Security Deposit 589 645
Others* 13 7
TOTAL 1,971 1,451
* Netted for Loans and Advances considered doubtful ` 20 Lakhs (Previous Year ` 20 Lakhs)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
12 INVENTORIES
Raw Materials 10,624 9,346
Stock-in-Process 4,959 4,976
Finished Goods 11,325 9,086
Stores, Spares & Fuel 2,541 3,101
TOTAL 29,449 26,509
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
TRADE RECEIVABLES (CURRENT)
13
(Unsecured and Considered Good)
Over six months 3,638 2,157
Others 23,658 23,189
27,296 25,346
Less: Provision for Doubtful Debts 186 175
TOTAL 27,110 25,171
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
14 CASH & BANK BALANCES
Earmarked Balances # 26 22
Balance with Banks 178 277
Cash on Hand 20 78
Fixed Deposits with banks ## 137 14
TOTAL 361 391
# Balance with Banks against Unclaimed Dividend
## Fixed Deposits Earmarked with Banks including above 12 Months Maturities ` 132 Lakhs (Previous Year ` 10 Lakhs)
76
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
SHORT TERM LOANS AND ADVANCES
15
(Unsecured and Considered Good)
Balance with Central Excise Authorities 1,778 1,634
Advance against Supplies 2,474 995
Subsidy Receivable 1,659 1,266
Excise Rebate Claim Receivable 847 1,169
Security Deposits 271 419
Others # 614 289
TOTAL 7,643 5,772
# Includes prepaid expenses and advance to employees etc.
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
OTHER CURRENT ASSETS
16
(Unsecured and Considered Good)
Interest Receivable - From Trade Debtors/ Others 92 24
DEPB, DBK, Sales Tax Incentive Receivable 641 965
Others # 1,480 224
TOTAL 2,213 1,213
# Includes Insurance Claim receivable ` 15 Lakhs (Previous Year ` 3 Lakhs)
(` in Lakhs)
2015-16 2014-15
17 REVENUE FROM OPERATIONS
Sale of Products / Income from services 1,53,783 1,50,372
Less : Excise duty 3,343 3,506
TOTAL 1,50,440 1,46,866
(` in Lakhs)
2015-16 2014-15
17.1 Particulars of Sale of Products/Services
Yarn 83,200 86,087
Fabrics 28,420 26,765
Denim Fabric 32,679 29,190
Readymade Garments 610 105
Seamless Garments 1,284 42
Waste 344 506
Job Charge 5,715 4,824
Electricity Income 163 230
SHIS/IEIS Benefits 51 84
Traded Goods - Yarn 1,317 -
Traded Goods - Fibre - 59
Traded Goods - Coal - 2,480
TOTAL 1,53,783 1,50,372
17.2 During the year, exchange fluctuation gain on export sales included in sales is ` 716 Lakhs (Previous Year ` 1067 Lakhs)
77
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
2015-16 2014-15
18 OTHER INCOME
Interest
From Trade Debtors 706 828
From Others 239 78
Other Non-Operating Income
Toll Arbitration Award (Refer Note No. 30) 1,248 -
Miscellaneous Receipts 97 50
Foreign Exchange Fluctuation Gain
146 123
(Other than considered as finance cost)
Profit on Sale of Fixed Assets (Net) 29 23
TOTAL 2,465 1,102
2015 - 16 2014 - 15
% of Con- % of Con-
` in Lakhs ` in Lakhs
sumption sumption
19 COST OF MATERIALS CONSUMED
Imported 1,806 2.18% 1451 1.75%
Indigenous 81,226 97.82% 81613 98.25%
TOTAL 83,032 100.00% 83,064 100.00%
(` in Lakhs)
2015-16 2014-15
19.1 Particulars of Material Consumed
Man Made Fibre 44,775 45,726
Cotton 17,830 19,774
POY Yarn 3,483 4,204
Yarn 7,606 4,772
Fabrics 2,785 2,688
Dyes & Chemicals 6,434 5,879
Others 119 21
TOTAL 83,032 83,064
(` in Lakhs)
2015-16 2014-15
20 PURCHASES OF TRADED GOODS
Traded Goods – Yarn 1,249 -
Traded Goods – Fibre - 58
Traded Goods – Coal - 2,412
TOTAL 1,249 2,470
78
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
2015-16 2014-15
CHANGES IN INVENTORIES OF FINISHED GOODS,
21
STOCK-IN-PROCESS AND STOCK-IN-TRADE
Inventories (at close)
Finished Goods 11,325 9,086
Stock-in-Process 4,960 4,976
16,285 14,062
Inventories (at commencement)
Finished Goods 9,086 9,355
Stock-in-Process 4,976 3,970
14,062 13,325
TOTAL (2,223) (737)
(` in Lakhs)
2015-16 2014-15
22 EMPLOYEE BENEFITS EXPENSE
Salaries and Wages 12,930 10,917
Contribution to Provident and Other Funds 911 764
Staff Welfare Expenses 149 181
TOTAL 13,990 11,862
22 .1 As per Accounting Standard 15 (Revised) “Employee benefits”, the disclosure as defined in the Accounting Standard are given below:
Defined Benefit Plans
The following tables set out the details of amount recognized in the financial statements in respect of Employee benefit schemes.
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
Particulars Leave Leave
Gratuity Gratuity
Encashment Encashment
I. Assumptions as at
IALM (2006- IALM (2006- IALM (2006- IALM (2006-
Mortality
08) Ult. 08) Ult. 08)Ult 08)Ult
Discount Rate 8.00% 8.00% 8.00% 8.00%
Rate of increase in compensation 5.50% 5.50% 5.50% 5.50%
Rate of return (expected) on plan assets 9.25% 9.25%
Upto Age 30: 3% 31-44 2% Upto Age 30: 3% 31-44: 2%
Withdrawal rates
45 & Above: 1% 45 & Above: 1%
II. Changes in present value of obligations
PVO at beginning of period 890.24 274.39 702.82 214.71
Interest cost 65.76 19.92 58.71 17.16
Current Service Cost 255.37 200.61 202.22 168.21
Benefits Paid (136.40) (50.85) (115.28) (52.28)
Actuarial (gain)/ loss on obligation 48.24 (98.13) 41.78 (73.41)
PVO at end of period 1,123.21 345.94 890.25 274.39
III. Changes in fair value of plan assets
Fair Value of Plan Assets at beginning of period 716.87 199.75 551.76 114.99
Adjustment to Opening Fair Value of Plan Assets - - - -
Expected Return on Plan Assets 59.83 17.00 56.00 13.88
Contributions 135.68 58.68 222.39 122.24
Benefit Paid (136.40) (50.85) (115.28) (52.28)
Actuarial gain/ (loss) on plan assets 0.20 0.31 2.00 0.92
Fair Value of Plan Assets at end of period 776.18 224.89 716.87 199.75
79
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
Particulars Leave Leave
Gratuity Gratuity
Encashment Encashment
IV. Fair Value of Plan Assets
Fair Value of Plan Assets at beginning of period 716.87 199.75 551.76 114.99
Adjustment to Opening Fair Value of Plan Assets - - - -
Actual Return on Plan Assets 60.02 17.31 58.00 14.80
Contributions 135.68 58.68 222.39 122.24
Benefit Paid (136.40) (50.85) (115.28) (52.28)
Fair Value of Plan Assets at end of period 776.18 224.89 716.87 199.75
Funded Status (347.04) (121.05) (173.38) (74.64)
Excess of actual over estimated return on Plan Assets 0.20 0.31 2.00 0.92
V. Actuarial Gain/ (Loss) Recognized
Actuarial Gain/ (Loss) for the period (Obligation) (48.24) 98.13 (41.78) 73.41
Actuarial Gain/ (Loss) for the period (Plan Assets) 0.20 0.31 2.00 0.92
Total Gain/ (Loss) for the period (48.05) 98.44 (39.78) 74.33
Actuarial Gain/ (Loss) recognized for the period (48.05) 98.44 (39.78) 74.33
Unrecognized Actuarial Gain/ (Loss) at end of period - - - -
Amounts to be recognized in the
VI.
balance sheet and statement of P&L A/c
PVO at end of period 1,123.21 345.94 890.25 274.39
Fair Value of Plan Assets at end of period 776.18 224.89 716.87 199.75
Funded Status (347.04) (121.05) (173.38) (74.64)
Unrecognized Actuarial Gain/ (Loss) - - - -
Net Asset/ (Liability) recognized in the balance sheet (347.04) (121.05) (173.38) (74.64)
VII. Expense recognized in the statement of P&L A/c
Current Service Cost 255.37 200.61 202.22 168.21
Interest Cost 65.76 19.92 58.71 17.16
Expected Return on Plan Assets (59.83) (17.00) (56.00) (13.87)
Net Actuarial (Gain)/ Loss recognized for the period 48.05 (98.44) 39.78 (74.33)
Expense recognized in the statement of P&L A/c 309.35 105.09 244.71 97.17
VIII. Movements in the Liability recognized in Balance Sheet
Opening Net Liability 173.37 74.64 151.06 99.72
Adjustment to Opening Fair Value of Plan Assets - - - -
Expenses as above 309.35 105.09 244.71 97.17
Contribution Paid (135.68) (58.68) (222.39) (122.23)
Closing Net Liability 347.04 121.05 173.38 74.64
IX. Experience Analysis - Liabilities
Actuarial (Gain)/ Loss due to change in bases - - 104.21 29.26
Experience (Gain)/ Loss due to Change in Experience 48.24 (98.13) (62.43) (102.67)
TOTAL 48.24 (98.13) 41.78 (73.41)
Experience Analysis - Plan Assets
Experience (Gain)/ Loss due to Change in Plan Assets (0.20) (0.31) (2.00) (0.92)
X. Schedule III Details
Current Liability 347.04 121.05 173.38 74.64
Non-Current Liability 776.18 224.89 716.87 199.75
80
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
2015-16 2014-15
23 POWER & FUEL
Power & Fuel 15,792 15,552
TOTAL 15,792 15,552
(` in Lakhs)
2015-16 2014-15
24 FINANCE COSTS
Interest Expenses 5,978 6,328
Bank Charges 418 400
Applicable loss on foreign currency
- (6)
transactions and translation (Net)
TOTAL 6,396 6,722
(` in Lakhs)
2015-16 2014-15
25 DEPRECIATION AND AMORTISATION EXPENSE
Depreciation and Amortisation 7,619 8,040
TOTAL 7,619 8,040
(` in Lakhs)
2015-16 2014-15
26 OTHER EXPENSES
A. Manufacturing Expenses
Stores & Spares Consumed 3,382 2,899
Packing Material Consumed 1,905 1,841
Processing and Other Job Charges 2,381 1,784
Repairs To: Plant & Machinery 368 335
Building 122 146
Others 38 39
Other Manufacturing Expenses 1,213 977
Total (A) 9,409 8,021
B. Administrative Expenses
Rent 144 42
Rates & Taxes 57 26
Payments to Auditors : Statutory Audit Fees 12 10
Certification & Other Services 8 7
Out of Pocket Expenses 2 2
Cost Audit Fees 1 1
Insurance Premium 122 113
Directors' Travelling 44 40
Travelling & Conveyance 301 216
Telephone & Postage 91 92
Directors' Remuneration 435 194
Printing & Stationery 49 52
Legal & Professional Fees 171 145
Vehicle Running & Maintenance 406 413
Director's Sitting Fees 11 9
Charity and Donations 11 11
Miscellaneous Expenses 223 188
Contribution towards CSR (Refer Note No. 35) 23 4
Total (B) 2,111 1,565
81
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
2015-16 2014-15
26 OTHER EXPENSES (Contd.)
C. Selling and Distribution Expenses
Sales Incentive, Commission & Brokerage 1,908 1,421
Rebates & Claims 42 91
Freight, Octroi and Other Selling Expenses 2,502 2,646
Total (C) 4,452 4,158
Total (A+B+C) 15,972 13,744
2015-16 2014-15
% of Con- % of Con-
` in Lakhs ` in Lakhs
sumption sumption
26.1 Value of Stores & Spares Consumed
Imported 406 12.01% 355 12.25%
Indigenous 2,976 87.99% 2,544 87.75%
TOTAL 3,382 100.00% 2,899 100.00%
(` in Lakhs)
2015-16 2014-15
26.2 Value of Imports On Cif Basis In Respect of
Raw Materials 1,410 1,420
Stores & Spares 414 439
Capital Goods 2,741 3,236
TOTAL 4,565 5,095
(` in Lakhs)
2015-16 2014-15
26.3 Expenditure In Foreign Currency
Travelling Expenses 51 38
Other Expenses 704 515
TOTAL 755 553
82
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
2015-16 2014-15
27 EARNINGS PER SHARE (EPS)
i) Net Profit after tax as per Statement of Profit and Loss
7,704 5,157
attributable to Equity Shareholders (`in Lakhs)
ii) Weighted Average number of equity shares used as
3,94,21,559 3,94,21,559
denominator for calculating EPS
iii) Basic and Diluted Earning per share (` ) 19.54 13.08
iv) Face Value per equity share (` ) 10 10
(` in Lakhs)
2015-16 2014-15
28 EARNINGS IN FOREIGN EXCHANGE
FOB value of exports 40,258 32,472
TOTAL 40,258 32,472
29 The company operates mainly in one segment i.e. Textiles. The company is also having wind power plant, operation of which is not a
reportable segment as per AS-17 issued by ICAI.
Secondary Segment Information :
(` in Lakhs)
2015-16 2014-15
Revenue
Domestic 1,13,120 1,17,345
Export 40,663 33,027
TOTAL 1,53,783 1,50,372
30 The company had executed a toll user fee collection contract with NHAI for Usaka Toll Plaza in U.P. on N.H.25 which commenced
on 9th March, 2013. However due to breach of contract terms and conditions by NHAI, resulting in continued losses, the company
disputed and terminated the contract and went into arbitration. The losses incurred by the Company due to the said contract were
fully provided in the earlier years. After due proceedings, the arbitrator has given award in favour of the Company. The principal
amount of the award of ` 12.47 Crores has been recognised as income by the company and included in other income. NHAI has filed
an appeal against the said Arbitration award in the Hon’ble Delhi High Court. On the basis of the arbitration award and legal counsel,
the management is virtually certain that the matter will be decided in Company’s favour
83
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
As at 31st March, 2016 As at 31st March, 2015
31 CONTINGENT LIABILITIES AND COMMITMENTS
I. Contingent Liabilities
A. Disputed liabilities not acknowledged as debts
Demand for income tax 29 29
B. Guarantees
Outstanding Bank Guarantees 951 1,369
C. Other Money for which the company is contingently liable
(i) Liability in respect of bills discounted with Banks
45 -
(including third party bills discounting)
(ii) Stamp Duty case with respect to the merger of SPBL
& Sangam India Limited pending with Rajasthan 109 109
High Court, Jodhpur.
(iii) Various cases pending with Central Excise & Service
27 11
Tax (Net of amount fully provided)
(iv) Case pending with Rajasthan High Court, Jodhpur
20 20
under Electricity Act, 2003
(v) Entry Tax matter for the year 2002-03 to 2011-12
is disputed and subjudice before Hon'ble Supreme
Court. As per direction of Supreme Court 50%
amount of disputed tax has been deposited and
for balance disputed tax bank guarantee has been
provided. However the company has provided 85 -
the disputed tax amount fully. The Company is
contingently liable to the interest and penalty. For
year 2013-14, tax amount has been fully paid and
provided, interest and penalty has been disputed and
pending with D.C. (Appeals)
(vi) Sales Tax case pending with Tax Board, Ajmer. The
Demand raised for input tax credit not reversed 250 167
properly.
(vii) Sales Tax case pending with Tax Board, Ajmer. The
341 341
demand raised for VAT with RIPS Incentive on export.
(viii) Sales Tax case pending with D.C. (Appeals). The
demand raised due to sales tax incentive benefit 35 -
calculation procedure.
(ix) Sales Tax case pending with D.C. (Appeals) for
2 -
penalty levied for non-furnishing form VAT 47A
(x) Disputes on the various tolls for which company is
152 464
contingently liable
II. Commitments
A. Estimated amount of contracts (Net of advances) remaining
8,905 6,212
to be executed on capital account and not provided for
B. Obligations
In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the
company has an export obligation of approximately ` NIL (Previous Year ` NIL), which is required to be met at different dates,
before 31.03.2020. In the event of non-fulfillment of the export obligation, the company will be liable to pay custom duties and
penalties, as applicable.
84
30th Annual Report 2015-16
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
(` in Lakhs)
Sale of Goods / Job Charges /
2016 2015
Interest Received
Associate Company 757 662
(` in Lakhs)
Purchase/Job Charges 2016 2015
Associate Company 116 86
(` in Lakhs)
Purchase of Capital Goods 2016 2015
Associate Company 123 85
(` in Lakhs)
Rent Received 2016 2015
Associate Company 1 -
85
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES ON
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 (CONTD.)
DETAIL OF PRE OPERATIVE EXPENSES CAPITALIZED / DEFERRED FOR CAPITALISATION UNDER THE HEAD CAPITAL WORK IN
33
PROGRESS
(` in Lakhs)
Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
Opening Balance 65 71
Financial Charges 239 170
Direct cost Attributable to Project 66 105
TOTAL 370 346
Less: Exp. Apportioned to fixed assets 248 281
Balance yet to be allocated 122 65
Financial and Derivative Instruments (For Hedging Currency Risks) and Unhedged Foreign Currency Exposure.
a. Forward contract outstanding as at Balance Sheet Date
35 The Company has initiated the CSR spending in accordance with section 135 of the companies Act, 2013 though full required amount
as per provisions was not spent during the year. The company has since close of the year further initiated various objectives for full
spending during the next year as per CSR provisions.
In the opinion of Management, there is no impairment of assets in accordance with accounting standard (AS-28) as on Balance Sheet
36
date.
The Company has been entitled for capital subsidy on the amount of Investment in Plant & Machinery, i.e. 10% of the basic price
37 of Machinery. The amount of Capital subsidy deducted from Gross Value of Plant & Machinery is ` 233 Lakhs (Previous Year ` 229
Lakhs)
The Balance Sheet of the Company has been prepared as per Schedule III of the Companies Act 2013. The figures of the previous
38
period have been re-grouped / re-arranged and / or recast wherever found necessary.
86
30th Annual Report 2015-16
(` in Lakhs)
2016 2015
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax 11,043 7,216
Adjustments for
Depreciation and Amortisation Expense 7,619 8,040
Finance Costs 6,396 6,722
Interest Income (945) (907)
Provision for Doubtful Debts & Advances 35 35
Profit on Sale of Fixed Assets (Net) (29) (23)
Operating Profit before working capital changes 24,119 21,083
Adjustment for
Inventories (2,940) (3,136)
Trade & Other Receivables (5,298) (3,586)
Trade & Other Payables 1,378 1,634
Cash Generated from Operations 17,259 15,995
Taxes Paid 3,169 2,426
Net Cash Inflow /(Out Flow) from Operating Activities 14,090 13,569
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (10,967) (9,878)
Sale of Fixed Assets 54 155
Interest Income 220 78
Sale of Investment - 200
Net Cash Inflow/(Outflow) from Investing Activities (10,693) (9,445)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long Term Borrowings 8,927 6,417
Repayment of Long Term Borrowings (8,180) (9,438)
Increased / Decreased in Short- Term Borrowings 2,457 5,515
Finance Costs (6,343) (6,722)
Interest Income 657 862
Dividend Paid (Including Tax on Dividend) (945) (695)
Net Cash Inflow / (Out Flow) from Financing Activities (3,427) (4,061)
Net Increase/(Decrease) in Cash & Cash equivalents (30) 63
Cash and Cash Equivalents at the Beginning 391 328
Cash and Cash Equivalents at the End 361 391
87
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP
NOTES
88
30th Annual Report 2015-16
NOTICE IS HEREBY GIVEN THAT THE 30TH ANNUAL GENERAL Accountants appointed by the Board of Directors of the
MEETING OF THE MEMBERS OF SANGAM (INDIA) LIMITED” Company, to conduct the audit of the cost records of
WILL BE HELD ON FRIDAY, THE 30TH SEPTEMBER, 2016 AT the various units of the Company for the financial year
4.00 P.M., AT COMPANY’S REGISTERED OFFICE AT “SANGAM ending 31st March, 2017, be paid the remuneration as
HOUSE”, ATUN, CHITTORGARH ROAD, BHILWARA-311001 set out in the statement annexed to the Notice convening
(RAJASTHAN) TO TRANSACT THE FOLLOWING BUSINESS: this Meeting:
ORDINARY BUSINESS a. M/s K. G. Goyal & Co., Cost Accountant (Firm
Registration No. 000017), Jaipur, to conduct the
1. To receive, consider and adopt the Audited Statement of audit of the cost records of Company’s units (i)
Profit and Loss for the year ended March 31, 2016 and the SANGAM (INDIA), Bhilwara (ii) Sangam Spinners,
Balance Sheet as at that date together with the Reports Vill. Billiya Kalan, Dist. Bhilwara (unit of- Sangam
of the Board of Directors and the Auditors thereon. (India) Ltd.) (iii) Sangam Spinners, Vill. Sareri, Dist.
2. To declare Dividend for the financial year 2015-16. Bhilwara (unit of - Sangam (India) Ltd.) (iv) Sangam
3. To appoint a Director in place of Shri R. P. Soni ( DIN Suitings, Vill. Atun, Dist. Bhilwara (unit of - Sangam
00401439), who retires by rotation and being eligible (India) Ltd.) (v) Sangam Denim, Vill. Billiya, Dist.
offer himself for re-appointment. Bhilwara (unit of- Sangam (India) Ltd.).
4. To appoint M/s R. Kabra & Company, Chartered b. M/s V. K. Goyal & Co., Cost Accountant (Firm
Accountants (Registration No. 104502W) and M/s Registration No. 100233), Bhilwara to conduct the
B. L. Chordia & Company Chartered Accountants audit of the cost records of Company’s unit Sangam
(Registration No. 000294C), the retiring Auditors of the Process (Unit of Sangam (India) Ltd.), Outside Octroi
Company, as Joint Auditors, who shall hold office from Post, Atun, Bhilwara.
the conclusion of this Annual General Meeting until the FURTHER RESOLVED that the Board of Directors and/
conclusion of the next Annual General Meeting and to fix or the Company Secretary, be and are hereby authorized
their remuneration. to settle any question, difficulty or doubt, that may arise
SPECIAL BUSINESS in giving effect to this resolution and to do all such
acts, deeds and things as may be necessary, expedient
5. Approval for ratification of continuation of Shri R.P. Soni
and desirable for the purpose of giving effect to this
as Whole-time Director designated as Chairman after
resolution.
attaining age of 70 years
7. Adoption of new Articles of Association of the Company
To consider and if thought fit, to pass the following
containing regulations in conformity with Companies
Resolution as a Special Resolution:
Act, 2013
RESOLVED that pursuant to sections 196 and 197 of the
To consider and, if thought fit, to pass the following
Companies Act, 2013 read with Schedule V Part I (c),
resolution as an Ordinary Resolution:-
the consent of the members be and is hereby accorded
for ratification of continuation of Shri R.P. Soni (DIN “RESOLVED THAT pursuant to the provisions of
: 00401439) w.e.f. 26.01.2016, as Whole time Director Sections 5, 14 and other applicable provisions, if any,
designated as Chairman of the Company as per terms of the Companies Act, 2013, read with the Companies
and conditions specified in the resolution passed by (Incorporation Rules, 2014 (including any statutory
the members at 29th Annual General Meeting of the modification(s) or re-enactment thereof, for the time
Company held on 30th September, 2015, even though his being in force), rules and regulations made there
attaining the age of seventy years on 26th January, 2016 under, the enabling provisions of the memorandum and
and shall be entitled to the remuneration as passed in articles of association of the Company and subject to
the above stated resolution. the requisite approvals, consents, permissions and/or
sanctions as may be required, if any, the draft regulations
6. Approval of Remuneration to the Cost Auditors
contained in the Articles of Association submitted to this
To consider and, if thought fit, to pass the following meeting and duly initialled be and are hereby approved
resolution as an Ordinary Resolution:- and adopted in substitution, and to the entire exclusion,
RESOLVED THAT pursuant to the provisions of Section of the regulations contained in the existing Articles of
148 and all other applicable provisions of the Companies Association of the Company.’’
Act, 2013 and the Companies (Audit and Auditors) Rules, ‘’RESOLVED FURTHER THAT the Board of Directors of
2014 (including any modification(s) or re-enactment the Company and/or the Company Secretary be and are
thereof), and subject to applicability of Cost Audit the hereby severally authorised to do all acts and take all
Company in terms of the Companies (Cost Records such steps as may be necessary, proper or expedient to
and Audit) Rules, 2014, the following Firms of Cost give effect to this resolution.”
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Notice
II. The facility for voting through ballot paper shall (x) Upon confirmation, the message “Vote cast
be made available at the AGM and the members successfully” will be displayed.
attending the meeting who have not cast their vote (xi) Once you have voted on the resolution, you
by remote e-voting shall be able to exercise their will not be allowed to modify your vote.
right at the meeting through ballot paper. (xii) Institutional shareholders (i.e. other
III. The members who have cast their vote by remote than individuals, HUF, NRI etc.) are
e-voting prior to the AGM may also attend the AGM required to send scanned copy (PDF/JPG
but shall not be entitled to cast their vote again. Format) of the relevant Board Resolution/
IV. The remote e-voting period commences on 26th Authority letter etc. together with attested
September, 2016 (9:00 am) and ends on 29th specimen signature of the duly authorized
September, 2016 (5:00 pm). During this period signatory(ies) who are authorized to
members’ of the Company, holding shares either vote, to the Scrutinizer through e-mail to
in physical form or in dematerialized form, as on [email protected] with a copy
the cut-off date of 23rd September, 2016, may cast marked to [email protected]
their vote by remote e-voting. The remote e-voting B. In case a Member receives physical copy of the
module shall be disabled by NSDL for voting Notice of AGM [for members whose email IDs
thereafter. Once the vote on a resolution is cast by are not registered with the Company/Depository
the member, the member shall not be allowed to Participants(s) or requesting physical copy] :
change it subsequently. (i) Initial password is provided as below/at the
V. The process and manner for remote e-voting are as bottom of the Attendance Slip for the AGM:
under: EVEN (Remote e-voting Event Number)
A. In case a Member receives an email from NSDL USER ID PASSWORD/PIN
[for members whose email IDs are registered (ii) Please follow all steps from Sl. No. (ii) to Sl.
with the Company/Depository Participants(s)] : No. (xii) above, to cast vote.
(i) Open email and open PDF file viz; “Sangam VI. In case of any queries, you may refer the Frequently
e-voting.pdf” with your Client ID or Folio Asked Questions (FAQs) for Members and remote
No. as password. The said PDF file contains e-voting user manual for Members available at the
your user ID and password/PIN for remote downloads section of www.evoting.nsdl.com or call
e-voting. Please note that the password is on toll free no.: 1800-222-990.
an initial password.
VII. If you are already registered with NSDL for remote
(ii) Launch internet browser by typing the e-voting then you can use your existing user ID and
following URL: https://www.evoting.nsdl. password/PIN for casting your vote.
com/
VIII. You can also update your mobile number and e-mail
(iii) Click on Shareholder - Login
30th Annual Report 2015-16
id in the user profile details of the folio which may be to the members of the Company to scrutinize the
used for sending future communication(s). voting and remote e-voting process in a fair and
IX. The voting rights of members shall be in proportion transparent manner.
to their shares of the paid up equity share capital XV. The Chairman shall, at the AGM, at the end of
of the Company as on the cut-off date of 23rd discussion on the resolutions on which voting is to be
September, 2016. held, allow voting with the assistance of scrutinizer,
X. Any person, who acquires shares of the Company by use of Ballot Paper for all those members who
and become member of the Company after dispatch are present at the AGM but have not cast their votes
of the notice and holding shares as of the cut-off by availing the remote e-voting facility.
date i.e. 23rd September, 2016, may obtain the login XVI. The Scrutinizer shall after the conclusion of voting
ID and password by sending a request at evoting@ at the general meeting, will first count the votes cast
nsdl.co.in or [email protected]. at the meeting and thereafter unblock the votes cast
XI. However, if you are already registered with NSDL for through remote e-voting in the presence of at least
remote e-voting then you can use your existing user two witnesses not in the employment of the Company
ID and password for casting your vote. If you forgot and shall make, not later than three days of the
your password, you can reset your password by using conclusion of the AGM, a consolidated scrutinizer’s
“Forgot User Details/Password” option available report of the total votes cast in favour or against,
on www.evoting.nsdl.com or contact NSDL at the if any, to the Chairman or a person authorized by
following toll free no.: 1800-222-990. him in writing, who shall countersign the same and
declare the result of the voting forthwith.
XII. A member may participate in the AGM even after
exercising his right to vote through remote e-voting XVII. The Results declared along with the report of
but shall not be allowed to vote again at the AGM. the Scrutinizer shall be placed on the website of
the Company www.sangamgroup.com and on the
XIII. A person, whose name is recorded in the register
website of NSDL immediately after the declaration
of members or in the register of beneficial owners
of result by the Chairman or a person authorized by
maintained by the depositories as on the cut-off date
him in writing. The results shall also be immediately
only shall be entitled to avail the facility of remote
forwarded to the BSE Limited, Mumbai.
e-voting as well as voting at the AGM through ballot
paper. By Order of the Board of Directors
XIV. Mr. S. P. Jethlia, Practicing Company Secretary (ANIL JAIN)
(Membership No. 3464) and Proprietor of M/s. Date: August 13, 2016 CFO & Company Secretary
S. P. Jethlia & Co., Company Secretary has been Place: Bhilwara M. No. : F-3147
appointed for as the Scrutinizer for providing facility
EXPLANATORY STATEMENT
(Pursuant to section 102 of the Companies Act, 2013)
Auditors) Rules, 2014, the remuneration payable to the approval from the Audit Committee had been accorded
Cost Auditors have to be ratified by the shareholders of the in respect of the transactions with all the related parties
Company. pursuant to the provisions of SEBI Listing Regulations, 2015.
Pursuant to Section 188 of the Companies Act, 2013, the
Hence, the Members’ approval is being sought by way of
company proposes to seek approval of the Shareholders by
Ordinary Resolution.
way of an ordinary resolution for entering into transactions
None of the Directors and Key Managerial Personnel exceeding 10% of the annual turnover of the Company or
of the Company and their relatives is concerned or ` 150 Crore whichever is lower in any financial year with M/s
interested,financial or otherwise in the resolution set out at Raj Rajeshwar Enterprises Pvt. Ltd., M/s Mahalaxmi TMT
Item No. 5. Pvt. Ltd., Fashion Funda.com Pvt. Ltd., M/s Sangam Lifestyle
Ventures Ltd.
Item No. 7
The Company is having transactions in the ordinary course of
The existing Articles of Association (“Articles”) of the
business at arm’s length basis with the following Associate
Company are based on the Companies Act, 1956 and several
Companies:
regulations in the existing Articles contain reference to the
Sections of the Companies Act, 1956. Some regulations in 1. Raj Rajeshwar Enterprises Pvt. Ltd.
the existing Articles are no longer in conformity with the Raj Rajeshwar Enterprises Pvt. Ltd. (RREPL) is a
provisions of the Companies Act, 2013 (“Act”). company in which Directors relative is the Director. The
Company has a long term contract with RREPL for sale/
With the enactment of the Companies Act, 2013, several
purchase of Company’s textile products and processing
regulations of the existing Articles of the Company require
of fabrics. The prices for the said transactions are as per
alteration and/or deletion. Given this position, it is considered
the agreed terms and conditions.
expedient to wholly replace the existing Articles by a new set
of Articles. 2. M/s Mahalaxmi TMT Pvt. Ltd. (MTPL)
The Company has a long term contract with MTPL for
The draft Articles are lying on website of the company
purchase of Steel products of MTPL. The prices for
www.sangamgroup.com. The same shall also be open for
the said transactions are as per the agreed terms and
inspection by the Members at the Registered Office of the
conditions and on Arm’s length basis.
Company on all working days (except Saturdays, Sundays and
Public Holidays) between 11.00 a.m to 1.00 p.m up to the date The relative of Director of the Company is the Director on
of this Annual General Meeting. the Board of MTPL.
None of the Directors or Key Managerial Personnel of the 3. Fashion Funda.com Pvt. Ltd., (FFPL)
Company or their relatives is concerned or interested, FFPL is an online marketing based Company who
financial or otherwise, in the said Resolution. The Board of purchased the Sangam’s textile product and has a
Directors recommends the Special Resolution set out at Item long term contract with FFPL. The prices for the said
No. 6 of the Notice for approval by the Shareholders. transactions are as per the agreed terms and conditions
and on Arm’s length basis.
Item No. 8
The relatives of Directors of the Company are the
As per the provisions of Section 188 of the Companies Act,
Directors on the Board of FFPL.
2013 read with rule 15 of the Companies (Meeting of Board
and its Powers) Rules, 2014, and SEBI (Listing Obligations and 4. M/s Sangam Lifestyle Ventures Ltd. (SLVL)
Disclosure Requirements) Regulations, 2015, (hereinafter SLVL is a wholly subsidiary company of Sangam (India)
“SEBI Listing Regulations, 2015”) except with the approval of Limited incorporated during the month of June, 2016
the Shareholders by way of resolution, a company shall not for its retail business. The new subsidiary will focus
enter into any transaction with any Related Party for availing on developing new exclusive chain of stores under C 9
or rendering of any service exceeding 10% of the turnover of Fashion brand name while the company will continue to
the company or ` 150 crore, whichever is lower. expand its multi-brand outlets. Sangam (India) Ltd. has
executed a long term contract with SLVL.
The related parties of your Company, inter-alia includes
its subsidiaries and associate companies. The omnibus
30th Annual Report 2015-16
The particulars of the transaction pursuant to the provisions of Section 188 and Rule 15 of the Companies (Meetings of Board
and its Powers) Rules, 2014 are as under:
Name of the related Nature of Nature of transaction(s) Estimated amount of Director or Key
Party relationship the Contract in any Managerial Person who
financial year is interested
(` in Crores)
Raj Rajeshwar Interested Director Sale, purchase, supply 20.00 Shri S. N. Modani
Enterprises Pvt. Ltd. of goods and availing/
rendering of services
Mahalaxmi TMT Pvt. Ltd. Interested Director Sale, purchase and supply 10.00 Shri R. P. Soni
of goods
Fashion Funda.com Pvt. Interested Director Leasing of Property 0.25 Shri V. K. Sodani
Ltd.,
Sangam Lifestyle Subsidiary Company Sale, purchase, supply 25.00 Shri R. P. Soni
Ventures Ltd. of goods and availing/ Shri S. N. Modani
rendering of services Shri V. K. Sodani
Smt. Radha Devi Soni Relative Leasing of immoveable 1.00 Shri R. P. Soni
property
Smt. Mamta Modani Relative Leasing of immoveable 0.10 Shri R. P. Soni
property Shri S. N. Modani
Ms. Antima Soni Relative Leasing of immoveable 0.10 Shri R. P. Soni
property
Save and except Shri R. P. Soni, Shri S. N. Modani and Shri V. K. Sodani and their relatives, none of the other Directors, Key
Managerial Personnel and their relatives are, in any way, concerned or interested in the said resolutions either financially or
otherwise, in the proposed resolution set out at Item No. 7 of the Notice.
Item No. 9
As per the provisions of Section 20 of the Companies Act, 2013, a document may be served on any member by sending it to him
by post or by registered post or by speed post or by courier or by delivery at his office or residence address or by such electronic
or other mode as may be prescribed. Further, proviso to sub-section (2) of Section 20 states that a member may request for
delivery of any document through a particular mode, for which he shall pay such fees in advance as may be determined by
the company in its Annual General Meeting. Accordingly, the Board of Directors in their meeting held on 13th August 2016 has
proposed that a sum equivalent to the estimated actual expenses of delivery of the documents through a particular mode, if
any request has been made by any member for delivery of such documents to him through such mode of service, be taken to
cover the cost of such delivery.
None of the Directors or Key Managerial Personnel including their relatives is concerned or interested, financial or otherwise,
in the said resolution. The Board recommends the Ordinary Resolution for approval of the Members in the proposed resolution
set out at Item No. 9 of this Notice.
By Order of the Board of Directors
(ANIL JAIN)
Date: August 13, 2016 CFO & Company Secretary
Place: Bhilwara M. No. : F-3147
STATUTORY SECTION FINANCIAL S
OVERVIEW ECTION
Sangam (India) Limited ORATE
C O RP Notice
I hereby record my presence at the 30th Annual General Meeting of the Company held on Friday, the 30th September, 2016 at 4:00 PM. at “Sangam House”,
Atun, Chittorgarh Road, Bhilwara-311001 (Rajashtan).
NOTE: Please bring this Attendance Slip to the Meeting and Hand Over at Signature of Shareholder/Proxy’s
The Entrance Duly Filled in.
NOTE: Person attending the Meeting is requested to bring this Attendance Slip and Annual Report with him/her. Duplicate Attendance Slip and Annual Report will not be issued at the
Annual General Meeting.
as my/ our proxy to attend and vote (on a poll) for me/us on my/our behalf at the 30th Annual General Meeting of the Company to be
held at “Sangam House”, Atun, Chittorgarh Road, Bhilwara-311001 (Rajashtan) on Friday, the 30th September, 2016 at 4:00 PM and
at any adjournment thereof in respect of such resolutions as are indicated below:
* Optional
Adoption of Financial Statements for the year ended 31st March, 2016
2 Approval of dividend for the financial year 2015-16
3 Re-appointment of Shri R. P. Soni, who retires by rotation
4 Appointment of statutory auditors and fixing their remuneration
Special Business
5 Approval for ratification of continuation of Shri R. P. Soni, Wholetime Director after attaining Age of seventy year
6 Approval of Remuneration to the Cost Auditors
7 Adoption of new Articles of Association of the Company containing regulations in conformity with Companies Act, 2013
8 Approval of related party transactions with Related Parties
9 Approval for service of document u/s 20 of Companies Act, 2013
Signed this _________ day of __________ 2016.
Notes: 1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before
the commencement of the meeting. 2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 30th Annual General Meeting. 3. It is
optional to put a “X” in the appropriate column against the Resolutions indicated in the box. If you leave the “For” or “Against” column blank against any or all Resolutions, your Proxy will be entitled to vote in the
manner as he/she thinks appropriate. 4. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying
voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other
person or Member.
Corporate
INFORMATION
AUDITORS REGISTERED OFFICE
R. Kabra & Co. Mumbai Atun, Chittorgarh Road, Bhilwara - 311001, Rajasthan
B. L. Chordia & Co. Bhilwara Tel No.: 01482-305000, Fax: 01482-304120
e-mail: [email protected]
BANKERS
PRINCIPAL & HEAD OFFICE
State Bank of India
B/306-309, Dynasty Business Park,
State Bank of Patiala Andheri Kurla Road, J B Nagar Andheri (E),
State Bank of Hyderabad Mumbai 400 059. INDIA
Tel No : +91-22- 6111 5222/ 5200
State Bank of Bikaner & Jaipur
Fax No.: +91-22- 2822 7865/ 6111 5265
Bank of Baroda
Corporation Bank
PLANT LOCATIONS
IDBI Bank Ltd.
Spinning Unit-I
Oriental Bank of Commerce Village Biliya Kalan, Chittorgarh Road,
Union Bank of India Bhilwara – 311 001, Rajasthan
Punjab National Bank Spinning Unit-II
Export Import Bank of India 91, Km Stone, N.H No. 79, Village Sareri,
Bhilwara – 311 024, Rajasthan
Spinning Unit-III
N.H. 79, Village Soniyana,
Tehsil : Gangrar - 312 901
Chittorgarh, Rajasthan
Weaving, Processing & Seamless Garment Unit
Village Atun, Chittorgarh Road,
Bhilwara – 311 001, Rajasthan
Denim Unit
Village Biliya Kalan, Chittorgarh Road,
Bhilwara – 311 001, Rajasthan
Sangam (India) Limited
www.sangamgroup.com