Your directors have pleasure in presenting the 51st Annual Report together with the Audited Accounts for the year ended March 31,2025.
| PERFORMANCE HIGHLIGHTS | 2024 - 25 | 2023 - 24 |
| Revenue from Operations | ||
| Direct exports .. .. .. | 486 | 431 |
| Merchandise exports .. .. .. | 117 | 70 |
| Domestic Sales .. .. .. | 26135 | 21162 |
| Wind Turbine Generator Power sold to third party | 110 | 144 |
| Total Revenue from Operations | 26848 | 21807 |
| Other income .. .. .. | 107 | 628 |
| Total Income | 26955 | 22435 |
| Profit | ||
| Profit [Profit before interest, depreciation & Tax] | 1074 | 1302 |
| PROFIT BEFORE TAX [PBT] .. .. .. | (1017) | (1121) |
| Less : Provision for Current Tax .. .. .. | - | - |
| Provision for Deferred Tax.. .. .. | (274) | (331 |
| PROFIT AFTER TAX [PAT] .. .. .. | (743) | (790) |
2 DIVIDEND
The Directors have not recommended dividend for the year ended 31st March 2025 in view of the loss incurred during the year FY 2024-25.
3 MANAGEMENT DISCUSSION AND ANALYSIS
Core business of the company is manufacture and sale of cotton yarn and blended yarn. The management discussion and analysis given below discusses the key issues of the Industry with specific reference to the cotton yarn spinning sector.
Details of changes on following ratios (with reasons for changes if 25 % or more as compared to immediately previous financial year).
Key Financial Ratios :
| S.No. Particulars | 2024-25 | 2023-24 | Change(%) | Reasons |
| (a) Current Ratio (in times) | 1.05 | 1.04 | 0.96% | |
| (b) Debt-Equity Ratio (in times) | 1.39 | 1.36 | 2.21% | |
| (.c.) Interest Coverage Ratio (in times) | 0.94 | 1.00 | (6.00)% | |
| (d) Return on Net worth (in %) | (8.40)% | (8.27)% | (1.57)% | |
| (e) Inventory Turnover Ratio (in times) | 3.54 | 3.02 | 17.22% | |
| (f) Debtor Turnover Ratio (in times) | 10.55 | 7.21 | 46.32% | Due to Improved collection during the year |
| (g) Net Profit Ratio (in %) | (2.77)% | (3.62)% | 23.48% | |
| (h) Operating Profit ratio (in %) | 4.00% | 5.97% | (33.00)% | Due to Increased operational costs and lesser realisation |
a. REVIEW OF OPERATIONS:
In spite of world wide disturbances coupled with domestic challenges, company has made Rs 50.40 crore increase in operating revenue (23.11 % increase in its revenue when compared to last year) ie from Rs 218 crores (FY 23-24) to Rs 269 crores in FY 24-25. The gross production volume stood at 86.82 Lakhs Kgs (including purchase done for trading of 4.70 lakhs kgs) during the financial year 2024-25 as against 71.50 Lakhs Kgs of last year.
The sale volume for the FY 2024-25 stood at 88.89 Lakh Kgs as compared to 69.91 Lakh Kgs of last year. Raw material rate decrease is very marginal when compared to steep decrease in selling price during the year and sale had to be made at a lower price to sustain the competitive market conditions. However Companys quality of yarn in value added segment has been well appreciated by the customers and the Company is receiving moderate volume of orders for value added counts.
During the year 24-25, capacity utilisation was in the range of 85 to 90 % due to uncertainties in off take that prevailed for quite some time. Further, even though solar power plant was available fully, the power generated could be used only to the extent of yarn production capacity usage as mentioned above. Power generated from green energy source namely Wind mill and Solar power to the extent of 305.42 lakhs Kilo Watt Units have subscribed to the overall power requirements for the manufacture of yarn and this has enabled to sustain the power cost per unit. However due to increased production during the year (from 65.4 lakhs kgs in 23-24 to 82.12 lakhs kgs in 24-25), quantitative power consumption has increased and net work charges imposed by Govt resulting in Net power cost increase from Rs 12 crores to 18 crores.
b. WAY FORWARD:
Following almost three years of slump in demand and rising production costs, textile mills in Tamil Nadu are looking at gradual market improvement and better performance in the years to come
Spinning Industry is said to have gone a highly challenging phase during financial year 2023-24 and 24-25 due to weak demand for yarn and high inventory levels across the value chain. There was a steady improvement in yarn demand for the last nine months, driven by inventory exhaustion across the value chain and a 10% reduction in installed spindles across India, which helped restore supply-demand balance to some extent. The textile mills were able to sell their monthly production and old stocks are getting exhausted. While the larger mills were currently operating 95% capacity, others were operating 70% to 80%.
However, margins remain under pressure due to the price gap between domestic and international cotton and rising conversion costs. We remain hopeful that sustained demand will gradually lead to margin improvement from this fiscal.
Also textile mills that had financial resources are planning for investing in modernisation and automation to improve efficiency in the medium term. A sustained growth in demand would enable the mills to invest in next level of modernisation.
According to Southern India Mills Association, of the 24 million spindles in Tamil Nadu nearly 19 million were in operation. Of these, one third is being operated by 100% renewable energy sources through captive use. Another five million spindles should improve the production efficiency and competitiveness to survive in the long term.
Further we have to go for synthetic yarn and many more value added yarns The opportunities were high for the textile industry as there were free trade agreements. The mills should focus on multiple factors such as value added yarns, modernisation, and fibres to become sustainable in the long run.
A rebound in exports and favorable domestic demand are expected to drive Indias cotton yarn industry to a 7 to 9% revenue growth in the current fiscal, up from a modest 2-4% growth in the previous fiscal. Uptick in volumes will primarily drive this growth, supported by modest increase in yarn prices.
The market is expecting significant growth due to the increasing demand for textiles in developing economies. This trend is driven by the expanding middle class population in these regions, leading to a rise in consumer spending on textiles. Fashion trends continue to influence the textile market, with consumers seeking innovative and unique textiles for their clothing and home decor needs. Furthermore, innovations in the textile industry, such as the integration of advanced technologies and sustainable production methods, are enhancing product quality and appeal. However, the market faces challenges related to health hazards associated with the production process.
In the context of expecting significant growth as said above and to give fillip to the expectation, the Union govt has come out with a development plan to go about Rs 1900 crores textile park Under Pradhan mantri Mega Integrated textile region and apparel park coming up in about 1052 acre site at Virudhunagar district in TN and this is expected to host next generation textile manufacturing eco system focused on technical textiles and integrated processing units. It is one of seven PM MITRA parks being developed nationwide under the centres flagship scheme aimed at catalysing Indias textile sector support and investment incentives. The project was formalized during the year 2023 and is targeted for completion in the year 2026 with state govt projecting Rs 10,000 crore in investment and creation of one lakh jobs.
c. ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)
Our commitment to reducing environmental impact is evident from contribution to emissions reduction and renewable energy investments through initiatives like solar power generation and a focus on recycling of Waste cotton and resource optimization. We demonstrate our dedication to sustainable manufacturing and environmental stewardship. Company recognizes environment protection is fundamental to its survival and also health and safety of employees and workers are of primary importance. Accordingly company gives importance in all operational and functional areas at all three locations of the Company and ensures accident free period. Further Regular safety audits, periodic safety inspections are carried out by expert agencies in a systematic way and suitable control measures are followed and safe operations are ensured at factory sites. All processes as required for Pollution Control and Environmental Protection are strictly followed.
d. INTERNAL CONTROL AND SYSTEMS
The company has adequate Internal Control Systems in place that commensurate with the size, scale, and complexity of its operations and does the evaluation of risk in board meeting periodically. Internal Auditors are carrying out the audits and advising the management on strengthening of internal control systems then and there. The reports are discussed periodically. Significant audit observations and corrective actions thereon are presented to the Audit committee periodically.
Further the Company is certified with ISO 9001, ISO 14001 and ISO 45001 on the manufacturing systems. Further, the Companys Better Cotton Initiatives and organic cotton yarn is certified by GCL. Further Sambandam Spinning Mills Limited is the approved and preferred customer for following buying houses namely Inditex, C&A, Marco Polo, Amfori@BSCI and MUJI.
e. HUMAN RESOURCES MANAGEMENT
Employees health and safety involves a wide range of factors such as physical, mental, emotional and social health, which are fully integrated for an individuals overall sense of well-being. At Sambandam an employee- friendly environment is created through its innovative HR Policy where employees feel safe, supported, valued and respected. Company provides necessary resources, policies and practices that promote not only physical health but also psychological and emotional support. Company prioritises employees well-being experience resulting in better performance. More than that in Sambandam, as a Social cause towards women empowerment and helping the marginalised society, the Policy is framed and followed continuously in true letter and spirit by the Promoters of the company, ever since the inception of the Company
f. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT POLICY OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and also for the matters incidental thereto. The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees at all the workplace within the Company which are based on fundamental principles of justice and fair play. Internal Complaints Committee under the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has been formed and complied with. Further, Anti Sexual Harassment Committee constituted at each unit shall be responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any, are effectively addressed.
1) No of sexual harassment complaints received during the year = Nil
2) Number of complaints disposed off within the year = Nil and NA
3) No of complaints pending for more than 90 days = Nil
The company is in full compliant with respect to the provisions relating to the Maternity Benefit act 1961
g. COST AUDIT
In view of applicability of maintenance of cost records and cost audit for the company, cost audit for year 2024-25 is completed in time and the same is submitted by the auditor to the board of Directors and the same shall be filed with MCA before the due date.
Board of directors have approved the appointment of Dr. C. Dhanapal, Practising Cost Accountant (Membership Number : 14293) Cost Accountants for audit of cost accounts of the Company. In accordance with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the Company is applicable for the financial year 2025 - 26 and the resolution for ratification of the remuneration payable to the Cost Auditor for the year 2025-26 is placed before the members in the notice of this AGM for ratification.
In view of the Company maintaining the cost records and the statutory requirement for the cost audit of such records, Cost Audit for the year 2025-26 shall be conducted and its report thereon will be produced.
h. BOARD MEETINGS :
During the year under review Five board meetings were held and the intervening gap between any two board meetings did not exceed 120 days or extended permitted days by Government. Dates of the board meetings and details of directors attendance at the meetings are furnished in the Corporate Governance report at Annexure - VII.
i. DIRECTORS
During the year changes took place in the composition of Board of Directors (including Independent Directors) w.e.f 11.8.2024 which was duly approved by the shareholders in the 50 th AGM held on 21-09-2024.
The Company has adequate Independent Directors in compliance with the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Hereinafter referred to as Listing Regulations). Familiarization Program on the Company and its operation was conducted for the Independent Directors periodically during every meeting .Requisite declaration from the Independent Directors of the Company under Section 149 (7) of the Act confirming that they meet with the criteria of their Independence laid in Section 149 (6) have been obtained. The Board is of the opinion that the Independent Non-Executive Directors of the Company possess requisite qualifications, expertise and experience and they hold highest standards of integrity.
Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy and it is available in the web-link of the Company http://www.sambandam.com/results/SSM-NRP-2015.pdf. Further, information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Act, Under Serial No. 9 of this Report.
Declaration by Independent Directors
Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.
Declaration on adherence to the Code of Conduct.
As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board members and senior management personnel of the Company have confirmed adherence to the Code of Conduct of Sambandam Spinning Mills Ltd., Limited for the financial year ended March 31,2025.
j. DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013
Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:
a) in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards Ind AS have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year;
c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
k. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company.
l. PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
None of the employees (other than the Directors and KMPs whose remuneration is displayed in "s" page no. 22 below) of the Company has drawn remuneration exceeding Rs 8.5 lakhs per month or Rs 102 lakhs per annum during the year.
Managerial Remuneration
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with subsequent amendments thereto is annexed (in page no. 48) with this report and forms part of this report.
m. Related Party Transactions :
All Related Party Transactions that were entered into during the financial year were only at arms length basis in the ordinary course of business, whose accounts is placed before the shareholders at the General Meeting for approval. However, as per regulatory requirements an omnibus approval from the audit committee for such transactions has been obtained. The Company has not entered into any new contract / arrangement during the year with related parties except the one mentioned in form AOC 2 to this annual report . Further the details of such transactions with related parties have been disclosed in Notes to the Standalone Financial Statement forming an integral part of this Annual Report The Transactions as required under Indian Accounting Standards Ind AS-24 are reported in Note 46 of the Notes to Accounts of the Standalone Financial Statements. The Companys Policy on dealing with related party transactions is available on the Companys website http://www.sambandam.com/results/RPT-Policy.pdf.
n. BOARD EVALUATION
Your Company has in place a Policy relating to selection, remuneration and evaluation of Directors and Senior Management.. The said Policy is available on the website of the Company www.sambandam.com Pursuant to the provisions of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors
During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance at Board Meetings and General Meetings; participation in Board proceedings; independence and candidness shown at meetings; clarity and objectiveness in expressing views at meetings; awareness of governance code, compliance requirements, risk framework, etc. interactions with other Directors / Senior Management during and outside meetings; keenness to continuously familiarize with the industry and the Company etc.
Outcome of evaluation process
Based on inputs received from the members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. The necessary disclosures under SEBI Regulations given hereunder:
a. Observations of Board evaluation carried out for the year 24-25 i Achieved Operating revenue of Rs 269 crores
ii. Achieved EBIDTA of 4.00 %
b. Previous year 23-24 observations and action taken
All compliance parameters as per SEBI circular have been full filled
c. Proposed actions for 25-26 based on current year observations i To achieve a turnover of Rs 350 crores
ii. To aim for EBIDTA of 20 %
iii. To implement Integrated accounting package fully
o. FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS
The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarize the new NonExecutive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc. Strategic presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time. The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors on Financial Statements and Internal Controls. They will also make presentations on regulatory changes from time to time. The Company Secretary provides an update on Regulatory Changes along with the Board Agenda. The details of the familiarisation program me are available on the website of the company
Presentations during every quarter are made by Senior Management and Internal Auditors at the Board meetings and Committee meetings on the business and performance updates of the Company, local and global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated then and there to all the Directors including the Independent Directors.
p. DEPOSITS
The following are the details of deposits (accepted from the shareholders) covered under Chapter V of the Companies Act 2013.
i Deposits at the beginning of the year on 1st April, 2024 : Rs 809.57 lakhs
ii. Deposits Accepted from shareholders during the year (2024-25) : Rs 178.75 lakhs
iii. Deposits repaid to shareholders during the year (2024-25) : Rs 45.51 lakhs
iv. Deposits of shareholders outstanding at the end of the financial year on 31st March, 2025 :
Rs 942.81 lakhs
v. Remained unpaid or unclaimed as at the end of the year : NIL
vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL Company has duly complied with the provisions of section 73 of the Companies Act, 2013 read with relevant rules with respect to fixed deposits.
The following are the details of deposits accepted from the Directors which is not covered under definition of deposits Rules.
i Deposits at the beginning of the year on 1st April, 2024 : Rs 80.00 lakhs
ii. Deposits accepted from Directors during the year (2024-25) : Rs 772 lakhs
iii. Deposits repaid to Directors during the year (2024-25) : 120 lakhs
iv. Deposits of Directors outstanding at the end of the financial year on 31st March, 2025 : Rs 732 lakhs
v. Remained unpaid or unclaimed as at the end of the year : NIL
vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL
q. INDUSTRY ASSOCIATIONS
Sri S. Dinakaran, Joint Managing Director of the Company is a special invitee in the Committee of Administration and Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL), Mumbai. He is also a director in Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices he holds, Sri S. Dinakaran has been representing to SIMA at the appropriate time to get relief to the ailing Textile Industry. Further to above, he keeps attending Live textile exhibition and represent spinning Industry and company scenarios.
r. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANIES
There were two associate Companies -out of which one namely Salem IVF Center Pvt Ltd is disassociated due to sale of investments in that company on 26.06.2024 and also due to resignation of common Director Sri.S.Devarajan from that company w.e.f. 01.07.2024.
SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital of that Company.
This Company has recorded total revenue of Rs 326.75 Lakhs and profit after tax (PAT) of Rs 17.25 Lakhs for the year ended 31.03.2025 as against Rs 300.33 Lakhs Revenue and Rs 10.31 Lakhs PAT recorded in the previous year 2023-24.
Salem IVF Centre Pvt. Ltd. - Not applicable due to above said reason of dissociation from Salem IVF center HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES OR ASSOCIATE COMPANIES
SPMM Health Care Services Pvt Ltd., revenue increased marginally by 8.80 % from operations during 24-25 when compared to 23-24 and the Net profit after tax also has increased by 67.31%due to operational reasons.
s. CHANGES OR COMMITMENTS AFTER THE YEAR ENDED ON 31.3.2025
No material change or commitments affecting the financial position of the company has occurred between the close of the financial year on 31.3.2025 and the date of this report Information
Pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 :
(i) Ratio of the remuneration of each Director, Chief Technical Officer, Chief Marketing Officer, Chief Financial Officer and, Company Secretary to the median remuneration of the employees of the Company is tabulated below
(ii) Percentage increase in their remuneration in 2024-25 as compared to the previous year (2023-24): (Median Remuneration : Rs 1,47,420 in 2024-25).There is no change (no increase) in the remuneration of directors and KMPs during the year 24-25
Note : 1. All appointments are contractual
2. Remuneration includes salary, perquisites
| Name of Non-executive Directors | # Sitting fees in 2024-25 Rs. lakhs | # Sitting fees in 2023-24 Rs. lakhs |
| Mr. D.Sudharsan - | 0.75 | 1.25 |
| Dr. V.Sekar | 3.35 | 4.65 |
| Mr. D.Balasundaram | 3.10 | 4.65 |
| Mr. S.Gnanashekaran | 1.80 | 4.65 |
| Mr. Kameshwar M Bhat | 1.80 | 4.65 |
| Smt. Annapoorani Venugopalan | 2.30 | 2.00 |
| Mr. S.Bhaskaran | 2.30 | 2.00 |
| Mr. M.Gopalakrishnan | 1.55 | N.A |
| Mr. T.Padmanabhan | 1.55 | N.A |
# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the Committee or of the Board attended by them.
(a) Variation in the sitting fees paid to Directors depends on their attendance at the Board / Committee Meetings.
(iii) Number of permanent employees on the rolls of the Company : 1621
(iv) No variable component of the remuneration to any director.
4 AUDITORS
At the 48th Annual General Meeting held on 23.09.2022, M/s P.N Raghavendra Rao & Co, Chartered Accountants, Firm Registration No. FRN : 003328S were appointed as statutory Auditors of the Company upto conclusion of 53rd AGM. Statutory Auditor M/s P.N. Raghavandra Rao & Co., Chartered Accountants have confirmed their eligibility to remain as Auditors for the year 2025-26. On the recommendation of the Audit Committee, Board is placing the resolution for fees payable for the year 2025-26 to the statutory Auditors before the members for approval.
As per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Auditor who shall be peer reviewed has to be appointed. Accordingly, the Board unanimously decided to appoint M/S KUVS & Associates, Practising Company Secretaries, Trichy Peer Review Certificate No. 6318/2024 as Secretarial Auditors of the Company for a term of 5 consecutive years at a proposed remuneration of Rs 2,00,000/- for the financial year ending 31.03.2026. The Audit Committee and Board of Directors of the Company have considered their skill, expertise ,efficacy and recommended their appointment for a term of 5 consecutive years commencing from 01.04.2025 to 31.03.2030. Based on the recommendation of the Audit Committee, the Board of Directors of the Company are empowered to fix their remuneration plus travelling and other out of pocket expenses incurred by them in connection with the audit for the remaining part of the tenure. Appointment of M/s KUVS & Associates as Secretarial Auditors has to be approved by the Shareholders and hence the resolution under Item no.5 is placed for your approval. None of the Directors or Key Managerial Personnel or their relatives is in any way, concerned or interested, financially or otherwise, in this resolution. The Board recommends the Ordinary Resolution set out at Item No.5 of the Notice for approval of the Members
5 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in note 50 to the notes to the financial statements.
6 VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has an established vigil mechanism for Directors / Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are reported to an Independent Director and member of the Audit Committee and suitable directions/actions are informed to the Managing Director of the Company.
The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the Companies Act 2013 which can be accessed on the Companys Website under the web link http://www.sambandam.com/results/SSML-WB-POLICY-Ver-2-0-2024.pdf.
7 AUDIT COMMITTEE :
Details of Composition of Audit committee are covered under corporate governance report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit committee have been accepted by the Board.
8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). As required by the Act, a Secretarial Audit Report issued by a Company Secretary in practice (PCS), a Peer Reviewed Unit, in Form MR 3 is annexed with this report (Annexure VI) and it does not contain any qualification. Certificate from PCS that none of the Directors are debarred or disqualified forms part of this Annual Report. Secretarial Compliance Report certifying compliance of Listing Regulations has been obtained and annexed as part of this report and the same is also filed with the Stock Exchanges Annual Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any qualification, reservation or adverse remark or disclaimer.
9. EXTRACT OF ANNUAL RETURN
In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended 31-03-2025 has been placed on the website of the Company and web link of such Annual Return is http://www.sambandam.com/results/2024-08-30-MGT-7-2023-24.pdf .The weblink of the Annual return for the year ended 31.3.2025 shall be uploaded on same weblink upon filing of same after AGM date .
10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT :
Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from 07.09.2016, the declared dividends which remained unpaid or unclaimed for a period of seven years, has to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year 2024-25, transfer of Unclaimed Dividend of the year 2016-17 was applicable since dividend was declared for the financial year 16-17.
Further, shareholders are requested to take note that as per IEPF rules, the company is required to transfer unpaid dividend and underlying shares also in respect of which final dividend was not claimed of the year 17-18, to IEPF authority. Shareholders who have not claimed their dividend of the year 17-18 can write to the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at Subramanian Building, No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents (RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid claim is received, the dividend and shares in respect of which the dividend are lying unpaid / unclaimed will be transferred to IEPF authority on the due date. Further in terms of rule 6(3) of the IEPF rules, statement containing the details of shareholders who have not claimed dividend for previous years, and his folio number /DP-ID /client ID is made available on companys website for information and necessary action by shareholder. In case, the concerned shareholder wish to claim the shares after transfer to IEPF, an application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same is available at IEPF website (ie) www.iepf .gov.in.
| Dividend year | Date of declaration of dividend | Due date for transfer to IEPF |
| 17-18 | 11.08.2018 | 07.09.2025 |
| 18-19 | 11.08.2019 | 07.09.2026 |
| 19-20 | Dividend not declared | Not applicable |
| 20-21 | 25.09.2021 | 22.10.2028 |
| 21-22 | 24.09.2022 | 21.10.2029 |
| 22-23 | Dividend not declared | Not applicable |
| 23-24 | Dividend not declared | Not applicable |
Annexures to this Board Report
The following are the annexures to this report
a. Statement containing salient features of the financial statement of associate company (Form AOC - 1) in Annexure - I
b. Form AOC - 2 in Annexure - II
c. CMD / CFO Certification in Annexure - III
d. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure - IV
e. Details of CSR Expenditure in Annexure - V
f. Secretarial Audit Report (Form MR-3) and Annual secretarial compliance report -in Annexure - VI
g. Corporate Governance Report in Annexure - VII
11. CAUTIONARY NOTE
Statements in the Boards report and the management discussion and analysis describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations including global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.
12 ACKNOWLEDGEMENT
Your directors thank the Companys customers, vendors , bankers and investors for their continued support during the year. Your directors place on record their appreciation for the contribution made by the employees at all levels. Your Companys consistent growth but for the market conditions has been made possible by the hard work, solidarity, cooperation and support of the management team.
Your directors thank Canara Bank, Karnataka Bank Limited, HDFC bank, South Indian Bank, CSB Bank, and the State and Central Government departments for their support, and look forward to their continued support in future
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