truLy GLobaL...2008 - 09 2069 5287 11563 19478 43675 sales increased with a CaGR of 84% in last 5...

Sudar InduStrIeS Ltd12th annual report 2012-13

truLy GLobaL

ContentProfile of Sudar 01 Vision and Mission Statement 06 Company Information 07 Directors’ of the Company 08

Management Team 10 Address by the Managing Director 12 Notice 16 Directors’ Report 26

Management Discussion and Analysis 32 Corporate Governance Report 37 Auditors’ Report 57

Annexure to Auditors’ Report 58 Balance Sheet 60 Profit and Loss Account 61 Cash Flow Statement 62

Notes to Financial Statements 63 Accounting Policies and Notes to Accounts 71

A [email protected]

a Journey oF tHouSand MILeS beGInS WItH a SInGLe SteP.

at tHe CuLMInatIon oF tHe FIrSt year oF our oPeratIonS SInCe tHe aCQuISItIon, We HaVe CoMe a LonG Way.

SIMPLy by taKInG one SteP at a tIMe.

aLonG tHe Way, We ModernISed and de-bottLeneCKed eXIStInG CaPaCItIeS, Created neW CLIentS, Forayed Into neW ProduCtS, StrenGtHened ProCeSSeS.

In SHort, We buILt an orGanISatIon FroM SCratCH.

Having achieved all this, we must begin

anew. ready to embark towards our

next phase of growth. on the back of our

credentials, which have been nurtured

over the years, we are confident of latching

onto the opportunities that our diversified

business model will be offering. all this is in

the wake of a growing population, working

longer hours, earning more and certainly

spending more.

We have consistently invested in our r&d

capabilities and our product pipelines so

as to remain relevant and competitive in a

business environment that is going through

paradigm shifts.

We have established our presence in

the unregulated and the semi-regulated

markets and are now focused of foraying into

the regulated markets as well.

Having built a robust platform based on

lessons learnt in the past and a keen eye

towards future growth; we stand prepared.

Why did We Buy ChemiCal Business

We entered into the realm of specialty chemicals, not as a deviation from our core apparel business but as a means of diversification. The chemical business represented for us a low-capital intensive and simultaneously cash generating vertical. Since we already possessed the infrastructure from Benzo Petro International Limited we chose to embark on the business.

We chose high-end chemical products catering to the pharma and agrochemicals industry. Moreover, India being at the forefront of the cost-quality benefit providers globally, choosing to

pursue this vertical made good business sense.

Case in point: The core business (apparels) contributes 80% approximately to our topline and the chemicals and intermediates business (specialty chemicals) account for the remaining 20%. For the financial year 2013-14 and we envisage to increase the chemical business by 50%.

With a moderate scale set in each business vertical, backed by robust financial health, we are ready to climb new heights in the years to come.

sudar industries is the result of the cohesive growth coming out of two unique businesses.

One, the integrated manufacture of readymade garments.

Two, the manufacture of high-end fine chemicals servicing the pharmaceutical and agrochemical industries.

Our businessessudar industries limited is an integrated

apparel manufacturer of readymade

garments catering to the needs of men,

women and children.

in 2012, the Company acquired the business

assets of Benzo Petro international limited

in the realm of high-end fine chemicals

by providing intermediate products for

the pharmaceutical industry and the

agrochemical industry.

Our promoter sudar industries commenced its journey in

1992 under the stewardship of mr. murugan

muthiah Thevar. Gradually, sudar grew

into a multi-unit apparel manufacturing

organisation, thereafter public company

and has henceforth emerged as one of the

largest in its segment in Western india.

2 SUDAR INDUSTRIES LTD Annual Report 2012-13 3

200

8 -

0920

69 5287

1156

3

1947

8

4367

5

sales increased with a CaGR of 84% in last 5 years (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

200

8 -

092.

50

1.52

0.74

1.11

1.62

TOl / TnW (Ratio)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

200

8 -

0918

72.1

7

2983

.14 53

99.3

4

1036

9.37

1332

9.1

Gross Block + WiP without Capex (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

Mat

eria

l Cos

t73

.35%

7.66

%

2.35

%

4.5%

2.63

%

distribution of Revenue (2012-13) (` in lakh)

200

8 -

0929

2 916

1936

3539

6924

eBiTda increased with a CaGR of 88% in last 5 years (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

200

8 -

0917

49 2764

4872

9502

1130

7

net Block + WiP without Capex (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

200

8 -

0924

3 808

1616

3196

5765

Operating cash profit increased with a CaGR of 88% over last 5 years (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

200

8 -

0951

2

2863 30

55

8976

1332

5

Gross Block without Capex (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

FinanCial hiGhliGhTs

99

2818

1387

2

8108

2129

3

200

8 -

0970

1 2754

988

1154

5

3126

2

Current assets vs Current liabilities (` in lakh)

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

Current Assets

Current Liabilities

200

8 -

0970

1 2754

988

1154

5

3126

2debt equity Ratio

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13Debt

Equity

31.03.2013

4367

5.28

6924

5765

1947

8.44

3539

Financial highlights (` in lakh)

31.03.2012

Net Sales

EBITDA

Cash Profit

200

8 -

0918

72.1

7

2983

.14

219.

02

5399

.34

1332

9.1

Gross Block + WiP with Capex

200

9 -

10

201

0 -

11

201

1 -

12

201

2 -

13

Gross Block + Capital WIP

Depreciation

3196

123.

09

527.

27

1036

9.37

867.

04 2022

.37

Ope

ratin

g Co

stEm

ploy

ee

Bene

fit

Fina

ncia

l Cos

t

Adm

in. E

xp.

Tax

Expe

nses

Reta

in E

arni

ng

Dep

reci

atio

n

0.91

%

2.79

%

5.81

%


VisiOn and missiOn sTaTemenT

COmPany inFORmaTiOn

• To become a world-class manufacturer of apparels and in

tandem with being a major force in the fine chemicals segment.

• Always ensure the highest quality standards and make unstinted

efforts towards raising the bar on a consistent basis.

• To earn the trust of all shareholders by exceeding their

expectations.

• To achieve the highest levels of productivity at the lowest

possible costs thereby ensuring economies-of-scale.

• To be a future-prepared organisation by benchmarking itself with

the best in the world from a technological point-of-view.

• To promote an effective and efficacious work culture thereby

fostering growth, both individual and overall, augment team spirit

and creativity to overcome challenges and attain goals.

• To encourage ideas, talents and a holistic ethical code.

• To uphold the guiding principles of trust, transparency and

above all integrity in all our transactions.

• Comply flawlessly with all statutory regulations laid down by the

authorities.

• Augment and maintain a logistics infrastructure adhering to the

highest levels of efficiency.

BOARD OF DIRECTORS : Mr. Satish Shenoy Chairman and Independent Director

Mr. Murugan M. Thevar Vice Chairman and Managing Director

Mr. Gopi Nair Whole Time Director

Mr. Deepak Shenoy Whole Time Director

Mr. M.G. Subramaniam Whole Time Director

Mr. Srinivas Kamath Whole Time Director

Mr. Anand Kadam Independent Director

COMPANY SECRETARY AND

COMPLIANCE OFFICER

Mr. Mustafa Badami (upto June 30,2013)

Mr. Anurag Pandya (W.e.f. July 01,2013)

REGISTERED OFFICE Plot No.27 & 29, Village : Paud, Mazgaon

Road, Khalapur Taluka, Raigad District

Maharashtra – 410 222

JOINT AUDITORS M/s. Suresh Hegde & Co.

M/s. Mukesh Mehta & Associates

COST AUDITOR Mr. Paresh Jaysih Sampat

REGISTRAR AND SHARE

TRANSFER AGENTS

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

L.B.S.Marrg, Bhandup (W),

Mumbai 400 078

Tel : 022-25963838/Fax : 022-25946969

FACTORY LOCATION 1. Plot No.27 & 29, Village : Paud,

Mazgaon Road,

Khalapur Taluka, Raigad District

Maharashtra – 410 222

Telephone :022-67948191/92/93

2. S. No. 444, ECPL Road, Luna Village,

Taluka Padra, District- Vadodara, Gujarat

Telephone : 02662-244277

BANKERS 1. State Bank of India

2. Union Bank of India

3. Bank of India

4. IDBI Bank Ltd.

5. Bank of Maharashtra


diReCTORs’ OF The COmPany

Mr. Satish Shenoy Chairman and Independent Director

Mr. Satish Shenoy has attained degrees in B.Sc (Statistics & Economics), CAIIB (Banking),

LLB and Post Graduate Diploma in Personnel Management and Industrial Relations. He is a

retired executive of a nationalized Bank. He has a rich experience of 36 years in Corporate

Finance and has attained expertise in Commercial Banking, Forex transaction, Credit/

Country Risk, Retail Banking, Property Finance and Legal/audits.

Mr. M.G. SubramaniumWhole Time Director

Mr. M.G. Subramanian has a sound Legal and Company Secretarial exposure in various

segments of business viz. FMCG, Pharma, Chemicals and Services in prestigious business

groups like Godrej, Tata, Pfizer.He has rich experience in Company Secretarial function,

documentations and in litigation. He has done his graduation in Commerce and LL.B from

the Bombay University and is a Member of the Institute of Company Secretaries of India,

New Delhi.

Mr. Srinivas Kamath :Whole Time Director

Mr.Srinivas Kamath has varied experience in the Apparel and Fabric Industry. He has

worked with Zodiac, Texport Industries Private Limited and he has a sound exposure as a

fabric merchandiser at Mondial Orient Limited.

He completed his graduation in Garment Export Merchandising Management from

National Institute of Fashion Technology and has also a diploma in Fashion Designing from

NRAM Polytechnic, Bangalore.

Mr. Deepak ShenoyWhole Time Director

Mr. Deepak Shenoy has a rich experience in corporate finance. He has guided and given

his expert advise to corporate, both in India and abroad on all investments including,

syndication of debts and other finance instruments. He was holding the position of Director

in an investment and trading company. He completed his Graduation in Commerce from

Chennai University.

Mr. Anand KadamIndependent Director

Mr. Anand Kadam has a rich knowledge and experience in sales and marketing strategies.

He completed his Graduation in Commerce from Mumbai University.

Mr. Gopi NairWhole Time Director

Mr. Gopi Chellapan Nair is a Whole Time Director of our Company. He completed Bachelor

of Arts from Kerala University. He has over two decades of experience in the apparels

industry. He is responsible for manufacturing and marketing & also overlooking designing,

styling, building up collection of apparels for each season. Prior to joining Sudar Industries

Limited, he has worked as general manager for a period of 10 years in Reliable Exports.

He has also worked in various garments exports company namely Ambreen Exports,

Associated Indian Exports, Hill Dale Co. Ltd., Globus Stores Pvt Ltd..

Mr. Murugan M. ThevarVice Chairman & Managing Director

Mr. Murugan M. Thevar is the founder and Promoter of our Company. He is the Vice

Chairman and Managing Director of our company. As an entrepreneur, Mr. Murugan

started his journey in 1992 and with his expertise, sound knowledge of the industry and

business acumen and strategies; he was instrumental in the rapid growth of the Company.

Today the Company has become one of the pioneers in the Apparel and Garment industry.

The Company was bestowed with the most coveted award as The Emerging Textile

Company of 2013.

Mr. Murugan M. Thevar in his urge for innovations found that there is a growth potential

in the chemical industry. It is with this in mind, he had acquired business assests of

Benzo Petro International Limited, a company into high ended fine chemicals providing

intermediate products for pharmaceutical and agro chemicals industry. The two business

verticals will definitely contribute to the growth of the Company substantially.


Mr. Anurag Pandya Company Secretary and Compliance Officer

Mr. Anurag Pandya , aged 25 Years, is the Company Secretary & Compliance Officer of our

Company. He is a qualified Company Secretary from the Institute of Company Secretaries

of India. He holds a Bachelors Degree in Commerce and Law from the Vikram University

Ujjain (M.P). He has independently and efficiently handled compliance(s) with various

provisions of Companies Act, SEBI Regulations, Takeover Code and Listing Agreement and

worked in listed companies earlier before joining the Company. Presently he is responsible

for secretarial and compliance matters of our Company.

Mr. Bhavin A ChokshiAGM Commercial

Mr. Bhavin A. Chokshi, is a Assistant General Manager of our Company. He is a Commerce

Graduate from Mumbai University.Mr. Bhavin A. Chokshi having experience in Chemicals

and electronic industries more than two decades. Handling Liaisoning Work related to all

Government and Semi Government Department. Purchase, Excise, Sale Tax, Income Tax.

Mr. Pramod IngaleManager- Business Development & Operation

Mr. Pramod Ingle aged 53 years is a Manager Business Development & Operation of our

Company. Mr. Pramod Ingle Having experience of more than 26 years in field of Production

of bulk drug, Factory Management, along with developments and improvements. He worked

with various groups on various positions . He is responsible for Production planning and

control, Manpower recruitment for production, Trouble shooting, FDA licensing and records,

Interaction with various govt. agencies e.g. Excise, Factory inspector, pollution control board

and Gujarat Electricity board, Interaction with project to finalise the required equipments for

projects. Further as part of business ventures now he’s into service of Sudar Industries Ltd.

Mr. Roopesh ShrivastavaPlant Manager

Mr. Roopesh Shrivastava is Plant Manager of our Vadodara plant . Mr. Roopesh Shrivastava

is a Post graduate in science from Barkatullah University, Bhopal. During the experience

of more than 15 years he worked with various renowned groups of the Country like IPCA

laboratories Limited, Zydus Cadila Limited at Vadodara, Mangalam drugs and organics

limited at Vapi, Ariane Orgachem Pvt. Limited at Aurangabad, Kopran Limited at Mahad.

Further as part of business ventures now he’s into service of Sudar Industries Ltd.

Mrs. Reena JosephGeneral Manager- Finance & Accounts

Mrs. Reena Joseph, aged 29, having more than 16 years of experience in the field of

finance,accounts and administration. She is handling finance, accounts and banking

matters very efficiently.

Mr. Sayeed KhotManager Purchase & Sales

Mr. Sayeed Khot, aged 45 years, is a manager purchase & sales of our Company. He holds

a Bachelors degree in Commerce from Mumbai University. Mr. Sayeed Khot having more

than 20 years experience in purchase and sales management, marketing strategies and

sales tax matters.

Mr. Bhavesh PatelFinancial Advisor

Mr. Bhavesh Patel, Aged 25 years, is a financial advisor to the Company. He is a qualified

Chartered Accountant member of the Institute of Chartered accountants Of India and

he holds a Bachelors Degree in Commerce from Mumbai University. Mr. Bhavesh Patel

is having rich experience in Taxation, Finance, Accounts Excise, Sales Tax matters of the

Company.

manaGemenT Team


ADDRESS BY THE MANAGING DIRECTOR

It gives me immense pleasure to share

with you the highlights of our 2012-

13 performance.

Until 2011-12, your company

was engaged in the manufacture

of apparel for men, women and

children. We were a single business

company, subject to the competitive

pressures of the country’s apparel

segment.

In September 2012, your

company embarked on a strategic

diversification into the business of fine

chemicals through the acquisition of

the business assets of Benzo Petro

International Limited.

The result is that even as we were a

single business company at the time

we made our public issues of shares,

we enhanced corporate value through

the inorganic addition of a second

business.

The result is that the Company is now

engaged in two businesses - apparel

and high-end chemicals.

Consolidated review, 2012-13I am proud to inform you that the

Company has made significant

progress in a challenging 2012-13.

The key financial highlights of your

company during the year were as

under:

• Consolidated turnover from both

businesses was `43,675 lacs against

`19,478.44 lacs in the previous

year, an increase of 124% which

outperformed the growth of the

respective industry segments.

• Profit before depreciation and

income tax increased 95.93% from

`3,539.05 lacs to `6,924.11 lacs.

• Profit before tax increased 89% from

`2,001.97 lacs to `3,783.39 lacs.

• Net profit increased 62.71% from

`1,570.81 lacs to `2,555.87 lacs.

Division-wise performanceI am pleased to report that each of

the Company’s businesses performed

creditably during the year under

review.

• Apparel: Even as the prevailing

economy proved challenging, your

company reported sales of `355 crores

from this business, growing 82.7%

over the previous year.

• Chemicals: In the first year following

the acquisition of business assets of

Benzo Petro International Limited, the

Company’s chemical business reported

a revenue of `80 crores. The prospect

is optimistic and your Company

projects a revenue of `250 crores from

this business in 2013-14.

I must assure our shareholders that we

are moving in line with our vision to

emerge as one of the leading garment

and chemical product manufacturers

in India.

Awards and recognitionThe sharp out performance of

the sectoral average, especially in

the apparel segment, drew peer

recognition and respect. I take pride

in informing that your Company

was bestowed “The Emerging Textile

Company of 2013” award at the fourth

Annual Indian Leadership Conclave

and Indian Affairs Business Leadership

Awards in June 2013.

OutlookAt Sudar Industries, we are committed

to enhance stakeholder value

by strengthening our businesses

and emerging as one of the best

apparel and chemical manufacturing

companies in India.

This vision has been endorsed by

our Board of Directors, bankers and

employees and I am optimistic that this

will translate into enhanced value in the

hands of all those who hold shares in

our Company.

Murugan M. Thevar

Managing Director

“TheRe yOu saW hOW The GOd CaRRied yOu, as a FaTheR CaRRies his sOn, all The Way yOu WenT unTil yOu ReaChed This PlaCe.”This is the quote which I have followed, believed and lived to nurture this

Company. In my pursuit of fostering this company, I ardently believe that God

fathered me and the Company by giving me help, support and shelter as a father

gives to his own children and I am more than convinced that the Lord will extend

his hand in all my future endeavors and at all times to come. With these thoughts

I would like to address all my fellow shareholders

Dear Fellow Shareholders

Our consolidated turnover in 2012-13 was `43,675.28 lacs, an increase of 124%, which outperformed the industry segments.

Profit before tax increased 89% from `2,001.97 lacs to `3,783.39 lacs.


N O T I C E

Notice is hereby given that the Twelfth Annual General

Meeting of the Members of SUDAR INDUSTRIES LIMITED

will be held on Friday, 27th September, 2013 at Plot No. 27

& 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad

District, Maharashtra: 410 222, at 11.00 A.M. to transact the

following business:

ORDINARY BUSINESS:1. To receive, consider, adopt and approve the Balance Sheet

as at March 31, 2013 and the Statement of Profit and Loss

for the year ended as on that date along with Reports of the

Directors’ and Auditor’s thereon.

2. To appoint a Director in place of Mr. Gopi Nair, who

retires by rotation, and being eligible, offers himself for re-

appointment.

3. To appoint M/s. Suresh Hegde & Co., Chartered Accountants

and M/s. Mukesh Mehta & Associates, Chartered Accountants

as Joint Auditors and fix their remuneration.

SPECIAL BUSINESS:4. To consider and if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT Mr. Satish Shenoy who was appointed as

an Additional Director by the Board under Section 260 of the

Companies Act, 1956 and applicable Articles of the Articles

of Association of the Company and who holds office only

upto the date of this Annual General Meeting and in respect

of whom the Company has received Notice in writing, under

section 257 of the Companies Act, 1956 from a member

signifying his intention to propose him as a candidate for

the office of a Director of the Company, be and is hereby

appointed as a Director of the Company, liable to retire by

rotation.”

5. To consider and if thought fit, to pass, with or without


Resolution:

“RESOLVED THAT Mr. Anand Kadam who was appointed as

an Additional Director by the Board under Section 260 of the

Companies Act, 1956 and applicable Articles of the Articles

of Association of the Company and who holds office only

upto the date of this Annual General Meeting and in respect

of whom the Company has received Notice in writing, under

section 257 of the Companies Act, 1956 from a member

signifying his intention to propose him as a candidate for

the office of a Director of the Company, be and is hereby

appointed as a Director of the Company, liable to retire by

rotation.”



Resolution:

“RESOLVED THAT Mr. M.G. Subramaniam who was

appointed as an Additional Director by the Board under

Section 260 of the Companies Act, 1956 and applicable

Articles of the Articles of Association of the Company and

who holds office only upto the date of this Annual General

Meeting and in respect of whom the Company has received

Notice in writing, under section 257 of the Companies Act,

1956 from a member signifying his intention to propose him

as a candidate for the office of a Director of the Company, be

and is hereby appointed as a Director of the Company, liable

to retire by rotation.”



Resolution:

“RESOLVED THAT Mr. Deepak Shenoy who was appointed

as an Additional Director by the Board under Section 260

of the Companies Act, 1956 and applicable Articles of the

Articles of Association of the Company and who holds

office only upto the date of this Annual General Meeting

and in respect of whom the Company has received Notice

in writing, under section 257 of the Companies Act, 1956

from a member signifying his intention to propose him as a

candidate for the office of a Director of the Company, be and

is hereby appointed as a Director of the Company liable to

retire by rotation.”



Resolution:

“RESOLVED THAT Mr. Srinivas Kamath who was appointed

as an Additional Director by the Board under Section 260

of the Companies Act, 1956 and applicable Articles of the

Articles of Association of the Company and who holds

office only upto the date of this Annual General Meeting

and in respect of whom the Company has received Notice

in writing, under section 257 of the Companies Act, 1956

from a member signifying his intention to propose him as a

candidate for the office of a Director of the Company, be and

is hereby appointed as a Director of the Company liable to

retire by rotation.”



Resolution:

“RESOLVED THAT pursuant to the provisions of Section

198, 269, 309, 310 and 311 of the Companies Act, 1956

and further subject to the provisions of Schedule XIII and all

other applicable provisions, if any, of the Companies Act,

1956 (including any statutory modification or re-enactment

thereof) and further subject to such other approvals as may

be necessary, the Company hereby approves the appointment

of Mr. M. G. Subramaniam as Whole-time Director of

the Company for a period of Three years commencing

from July 2, 2013 and ending on July 1, 2016 upon the

remuneration packages detailed in the Explanatory Statement

attached to the Notice which is hereby specifically approved

and sanctioned with liberty to the Board of Directors to alter

and vary the terms and conditions of the said appointment

so as not to exceed the limits specified in Schedule XIII to the

Companies Act, 1956 or any amendments thereto, as may

be agreed to between the Board of Directors and Mr. M. G.

Subramaniam. ”

“RESOLVED FURTHER THAT Mr. Murugan M. Thevar,

Managing Director of the Company be and is hereby

authorised to obtain necessary approvals/to file with the

Registrar of Companies, Mumbai, Maharashtra all the

necessary Forms/documents to carry out the effect of the

above resolution and further to initiate and undertake all

such steps as may be deemed expedient by him to give effect

sudaR indusTRies lTd

Annual Report 2012-13 17

Not

ice

16 SUDAR INDUSTRIES LTD

to this resolution for and on behalf of the Board of Directors

of the Company.”

10 . To consider and if thought fit, to pass, with or without


Resolution:






thereof) and further subject to such other approvals as may be

necessary, the Company hereby approves the appointment of

Mr. Deepak Shenoy as Whole time Director Company for a

period of Three years commencing from August 13, 2013

and ending on August 12, 2016 upon the remuneration

packages detailed in the Explanatory Statement attached

to the Notice, which is hereby specifically approved and

sanctioned with liberty to the Board of Directors to alter and

vary the terms and conditions of the said appointment so

as not to exceed the limits specified in Schedule XIII to the

Companies Act, 1956 or any amendments thereto, as may be

agreed to between the Board of Directors and Mr. Deepak

Shenoy.”









of the Company.”



Resolution:






thereof) and further subject to such other approvals as may

be necessary, the Company hereby approves the appointment

of Mr. Srinivas Kamath as the Whole time Director of the

Company for a period of Three years commencing from

August 13, 2013 and ending on August 12, 2016 upon the

remuneration packages detailed in the Explanatory Statement

attached to the Notice, which is hereby specifically approved

and sanctioned with liberty to the Board of Directors to alter

and vary the terms and conditions of the said so as not to

exceed the limits specified in Schedule XIII to the Companies

Act, 1956 or any amendments thereto, as may be agreed to

between the Board of Directors and Mr. Srinivas Kamath.”









of the Company.”

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED

TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD

OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER

OF THE COMPANY.

The proxy form should be lodged with the Company

at its Registered Office atleast 48 hours before the

commencement of the Meeting.

2. The Register of Members and Share Transfer Books of

the Company will remain closed from Friday, September

20, 2013 to Friday, September 27, 2013 (both days

inclusive).

3. Members are requested to promptly notify any changes

in their addresses to the Company at its Registered Office.

4. All documents referred to in the Notice are open for

inspection at the Registered Office of the Company

during office hours on all days except Sundays & public

holidays between 11.00 a.m. and 1.00 p.m. up to the

date of the Annual General Meeting.

5. For convenience of members, an attendance slip is

annexed to the proxy form. Members are requested to

affix their signature at the space provided and hand over

the attendance slips at the place of meeting. The proxy of

a member should mark on the attendance slip as `proxy’.

6. IF THE MEMBERS HAVE ANY QUERIES ON THE AUDITED

ACCOUNTS, DIRECTORS’ REPORT & AUDITOR’S REPORT,

THE SAME SHOULD BE FORWARDED TO THE COMPANY

IN WRITING AT ITS REGISTERED OFFICE AT LEAST 10

DAYS BEFORE THE MEETING SO THAT THE SAME CAN

BE REPLIED AT THE TIME OF ANNUAL GENERAL MEETING

TO THE MEMBERS’ SATISFACTION.

7. Corporate members intending to send their authorized

representatives to attend the Meeting are requested to

send to the Company in advance, a certified copy of

the Board Resolution authorising their representative to

attend and vote on their behalf at the Meeting.

8. Members are requested to bring their copies of the

Annual Reports to Annual General Meeting.

9. Members holding shares in physical form in the same set

of names under different ledger folios are requested to

apply for consolidation of such folios along with share

certificates to the Company.

10. The relevant Explanatory Statement pursuant to Section

173(2) of the Companies Act, 1956 is annexed hereto for

the Special Businesses proposed by the Company.

11. In order to exercise strict control over the transfer

documents, members are requested to send the transfer

documents/ correspondence, if any, directly to:

Link Intime India Private Limited

Registrar & Share Transfer Agent

Unit: Sudar Industries Limited

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup(W),Mumbai-400078

Tel: 022- 25963838; Fax: 022-25946969

Important Communication to Members:The Ministry of Corporate Affairs has taken a “Green

Initiative in the Corporate Governance” by allowing paperless

compliances by the companies and has issued circulars

stating that service of notice/documents including Annual

Report can be sent by e-mail to its members. To support this

green initiative of the Government in full measure, members

who have not registered their e-mail addresses, so far,

are requested to register their e-mail addresses, in respect

For and On behalf of the Board of Directors

Place: Navi Mumbai Murugan M. Thevar

Date: 13/08/2013 Vice Chairman & Managing Director

NOTES:


SUDAR INDUSTRIES LTD

Not

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of electronic holdings with the Depository through their

concerned Depository Participants.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956:

Item No.4:Mr. Satish Shenoy appointed as an Additional Director

of the Company on July 2, 2013. As per the provisions of

Section 260 of the Act, he holds office only up to the date

of the ensuing Annual General Meeting of the Company. The

Company has received notice under Section 257 of the Act

along with deposit of ̀ 500/- from a Member of the Company

signifying his intention to propose Mr. Satish Shenoy as a

Director of the Company.

Mr. Satish Shenoy, 59, is an independent Director of the

Company. Mr. Shenoy completed his B.SC (Statistics &

Economics), CAIIB (Banking), LLB and Post Graduate diploma

in Personnel Management & Industrial Relations. He is a

retired executive of a nationalised bank. He is having 36 years

rich experience in Corporate Finance, Commercial Banking,

Forex Transaction, Credit/Country Risk, Retail Banking,

property finance and legal/audit.

Taking into consideration his vast experience in financial and

banking matters, it is proposed to appoint Mr. Satish Shenoy

as the Director of the Company.

Except Mr. Satish Shenoy, no other Director of the Company

may be deemed to be interested or concerned in passing of

the said resolution.

The Board of Directors of the Company accordingly

recommends the said resolution for approval of Members.

Item No.5:Mr. Anand Kadam was appointed as an Additional Director

of the Company on January 30, 2013. As per the provisions

of Section 260 of the Act, he holds office only up to the date

of the ensuing Annual General Meeting of the Company. The

Company has received notice under Section 257 of the Act

along with deposit of ̀ 500/- from a Member of the Company

signifying his intention to propose Mr. Anand Kadam as a

Director of the Company.

Mr. Anand Kadam, age 35 years is an Independent Director

of our Company. He holds a degree of Bachelor of Commerce

and has experience in the field of sales and marketing.

Except Mr. Anand Kadam, no other Director of the Company

may be deemed to be interested in passing of the said

resolution.


recommends the resolution for approval of members.

Item No.6Mr. M. G. Subramaniam aged 53 years, was appointed as an

Additional Director of the Company on July 2, 2013. As per

the provisions of Section 260 of the Act, he holds office only

up to the date of the ensuing Annual General Meeting of the

Company. The Company has received notice under Section

257 of the Act along with deposit of `500/- from a Member

of the Company signifying his intention to propose Mr. M G

Subramaniam as a Director of the Company.

Mr. M.G. Subramaniam, has a Legal and Company Secretarial

exposure in various segments of business Viz. FMCG, Pharma,

Chemicals, and services in prestigious business group like

Godrej, Tata, Pfizer. He has rich experience in Company

Secretarial function, documentations and in litigations. He

has done his graduation in commerce and LLB from Mumbai

University and is a Member of the Institute of Company

Secretaries of India, New Delhi.

Based on his vast experience and qualifications, his proposed

appointment shall be an added advantage to the progress of

the Company.

Except Mr. M. G. Subramaniam, no other Director of the

Company may be deemed to be interested in passing of the

said resolution.



Item No.7:Mr. Deepak Shenoy aged 29 years, was appointed as an

Additional Director of the Company on August 13, 2013. As

per the provisions of Section 260 of the Act, he holds office

only up to the date of the ensuing Annual General Meeting

of the Company. The Company has received notice under

Section 257 of the Act along with deposit of `500/- from a

Member of the Company signifying his intention to propose

Mr. Deepak Shenoy as a Director of the Company.

Mr. Deepak Shenoy, has a rich experience in corporate finance

he has guided and given his expert advise to corporate both

in India and abroad on all investment, syndication of debts

and other finance related issues.

Based on his vast experience and qualification, his proposed


the Company.

Except Mr. Deepak Shenoy, no other Director of the Company

may be deemed to be interested in passing of said resolution.



Item No.8:Mr. Srinivas Kamath, was appointed as an Additional

Director of the Company on August 13, 2013. As per the

provisions of Section 260 of the Act, he holds office only

up to the date of the ensuing Annual General Meeting of

the Company. The Company has received notice under

Section 257 of the Act along with deposit of `500/- from a

Member of the Company signifying his intention to propose

Mr. Srinivas Kamath as a Director of the Company.

Mr. Srinivas Kamath, has varied experience in the Apparel

and Fabric Industry. He has worked with Zodiac, Texport

Industries Private Limited and he has a sound exposure as

a fabric merchandiser at Mondial Orient Limited. He has

graduated in Garment Export Merchandising Management

from National Institute of Fashion Technology and has also

a diploma in Fashion Designing from NRAM Polytechnic,

Bangalore.

Based on his vast experience and qualifications, his proposed


the Company.

Except Mr. Srinivas Kamath no other Director of the

Company may be deemed to be interested in passing of said

resolution.



Item No. 9Mr. M.G. Subramaniam, aged 53 years, is the Whole Time

Director of our Company and has been with our Company in

the capacity of a Director. He has rich experience in Company




Secretaries of India, New Delhi. The details of remuneration

and other perks & perquisites given below :



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CATEGORY PARTICULARS

Basic Salary Upto maximum `1,25,000/-(Rupees One Lac Twenty Five Thousand only ) per month or `15,00,000/- (Rupees Fifteen

Lacs only) per annum based on merit and taking into account the Company’s Performance.

Perquisites and

Allowances Category A Medical Reimbursement: Medical expenses actually incurred for self and family shall be reimbursed by the Company

under the medi-claim Policy.

Leave Travel Concession: Company shall provide leave travel fare for the Whole-time Director and his family once a year,

anywhere in India as per the Rules applicable to the Company and as per Income Tax Rules.

Category BThe Company shall contribute towards Provident Funds/ Superannuation Fund/Annuity Fund, as agreed upon, provided

that such contributions either singly or put together shall not exceed the tax free limit prescribed under the IT Act.

The Company shall pay Gratuity, as agreed upon, at the rate not exceeding one month’s salary for each completed year

of service.

Leave with full pay and allowances, as per rules of the Company, but not more than one month’s leave for every eleven

months of service.

However, the leave accumulated but not availed of will be allowed to be encashed at the end of the term as per

Company rules. The perquisites under this category shall not be included in the computation of ceiling on remuneration.

Category CThe Whole-time director shall be entitled to reimbursement of all expenses incurred in connection with the business of

the Company. Reimbursement of entertainment expenses actually and properly incurred in the course of business of the

Company shall be reimbursed. Any and all expenditure actually and properly incurred on Company’s business shall be

reimbursed to the Whole-time Director.

Sitting Fees The Whole-time Director shall not be entitled to sitting fees for attending meetings of the Board of Directors or

Committees thereof. He shall, however be reimbursed the actual travelling, lodging and boarding expenses incurred by

him for attending meeting of the Board of Directors and the Committees thereof.

Minimum

Remuneration

The remuneration referred to above is subject to the limit of 5% of the annual net profits of the Company and subject

further to the overall limit of 10% of the annual net profits of the Company on the remuneration of the Vice chairman &

Managing Director and other Whole-time Directors of the Company taken together. Provided however that in the event

of absence or inadequacy of profit, the Whole-time Director shall be entitled to remuneration mentioned above and

perquisites as above within the minimum remuneration specified in Schedule XIII of the Companies Act, 1956. However

Whole-time Director shall not be paid any sitting fees for attending the Board or Committee meetings.

Liable to retire

by rotation

The office of the Whole-time Director shall be determination to retirement of Directors by rotation.

Except Mr. M. G. Subramaniam, no other Director of the

Company may be deemed to be interested in passing of the

said resolution.



Item No 10. Mr. Deepak Shenoy ,aged 29 years, is the Whole Time Director

of our Company. He has a rich experience in corporate finance

he has guided and given his expert advise to corporate both

in India and abroad on all investment, syndication of debts

and other finance related issues. The details of remuneration

and other perks & perquisites given below:


Basic Salary Upto maximum `1,50,000/-(Rupees One Lac Fifty Thousand only) per month or `18,00,000/- (Rupees Eighteen Lacs only)

per annum based on merit and taking into account the Company’s Performance.

Perquisites and







The Company shall pay Gratuity, as agreed upon, at the rate not exceeding one month’s salary for each completed year

of service.


months of service.










Minimum

Remuneration







Liable to retire

by rotation


Except Mr. Deepak Shenoy, no other Director of the Company

may be deemed to be interested in passing of said resolution.



Item no. 11Mr. Srinivas Kamath, aged 27 Years, is the Whole Time

Director of our Company. He has varied experience in the

Apparel and Fabric Industry. He has worked with Zodiac,

Texport Industries Private Limited and he has a sound exposure

as a fabric merchandiser at Mondial Orient Limited. He has

graduated in Garment Export Merchandising Management

from National Institute of Fashion Technology and has also

a diploma in Fashion Designing from NRAM Polytechnic,

Bangalore. The details of remuneration and other perks &

perquisites given below:



Not

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Basic Salary Upto maximum `1,00,000/- (Rupees One lac only) per month or `12,00,000 (Rupees Twelfth Lacs only) per annum

based on merit and taking into account the Company’s Performance.

Perquisites and







The Company shall pay Gratuity, as agreed upon, at the rate not exceeding half month’s salary for each completed year

of service.


months of service.










M i n i m u m

Remuneration







Liable to retire

by rotation


Name of Directors

Age [in yrs.]

Qualification Experience No. of shares held

Mr. Gopi Nair 56 Bachelor of Arts from Kerela

University

He Completed Bachelor of Arts from Kerela University He has

over two decades of experience in the apparels industry. He

is responsible for manufacturing and marketing and also over

looking designing, styling, building up collection of apparels

for each season. Prior to joining Sudar Industries Ltd., he

has worked as General Manager for a period of 10 years in

Reliable Exports. He has also worked in various garments

exports company namely Ambreen Exports, Associated Indian

Exports, Hill Dale Co. Ltd. , Globus Stores Pvt. Ltd.

NIL

Mr. Satish

Shenoy59 B.SC (Statistics & Economics),

CAIIB (Banking), LLB and

Post Graduate diploma in

Personnel Management &

Industrial Relations

He is a retired executive of a nationalised bank. He is having

36 years rich experience in Corporate Finance, Commercial

Banking, Forex Transaction, Credit/Country Risk, Retail

Banking, property finance and legal/audit subject.

NIL

Mr. Anand

Kadam35 B.Com He completed his Bachelor of Commerce from Mumbai

University. He has a rich knowledge and experience in sales

and marketing.

NIL

Mr. M G

Subramaniam

53 B.Com, LLB, Company

Secretary

Mr. M.G. Subramaniam, has a Legal and Company Secretarial

exposure in various segments of business Viz. FMCG, Pharma,

Chemicals, and services in prestigious business group like

Godrej, Tata, Pfizer. He has rich experience in Company




Secretaries of India, New Delhi.

NIL

Mr. Deepak

Shenoy

29 Bachelor of Commerce from

Chennai University

Mr. Deepak Shenoy, has a rich experience in corporate finance

he has guided and given his expert advise to corporate both in

India and abroad on all investment, syndication of debts and

other finance related issues.

NIL

Mr. Srinivas

Kamath

27 Graduated in Garment Export

Merchandising Management

From National Institute Of

Fashion Technology And Has

Also A Diploma In Fashion

Designing From NRAM

Polytechnic, Bangalore.

Mr. Srinivas Kamath has varied experience in the Apparel and

Fabric Industry. He has worked with Zodiac, Texport Industries

Private Limited and he has a sound exposure as a fabric

merchandiser at Mondial Orient Limited. He has graduated in

Garment Export Merchandising Management from National

Institute of Fashion Technology and has also a diploma in

Fashion Designing from NRAM Polytechnic, Bangalore.

NIL

Except Mr. Srinivas Kamath no other Director of the Company may be deemed to be interested in passing of said resolution.

The Board of Directors of the Company accordingly recommends the said resolution for approval of Members.

As required by Clause 49 of the Listing Agreement, the particulars of Directors who are proposed to be appointed /

reappointed are given below:

For and On behalf of the Board of Directors


Date: 13/08/2013 Vice Chairman & Managing Director



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DIRECTORS’ RePORT

To

The members,Your Directors are pleased to present the Twelfth Annual

Report of the Company together with the Audited Statement

of Accounts and the Auditors’ Report of your Company

for the financial year ended, 31st March, 2013 and the

summarized financial results for the year ended 31st March,

2013 are as under:

1) Financial Performance:This fiscal has been an exciting year in terms of growth and

profitability. We are confident that this change will enable us

to maintain our growth trajectory in the future. The financial

highlights for the financial year are given below:

` in lacs

PARTICULARS F.Y. 2012-13 F.Y. 2011-12

Sales & Other Income 44002.27 19,504.25

Profit (Loss) before Interest, Tax, Depreciation and Exceptional Items 6924.11 3539.05

Less: Depreciation 1158.94 343.39

Less: Interest Charges 1979.21 1033.69

Profit/(Loss) before exceptional and extraordinary items and Taxation 3785.96 2,161.97

Add/(Less) : Exceptional Items 2.57 160.00

Profit (Loss) before Taxation 3,783.39 2,001.97

Less: Provision for Taxation

- Current Year 1166.45 551.82

- Deferred Tax (added back for current year) 61.07 121.93

- Previous Year Tax 1.27

Profit (Loss) after Taxation 2555.87 1,570.81

Balance of P&L A/c brought forward 2764.58 1,193.77

Less: Appropriations - -

Balance Carried to Balance Sheet 5320.45 2764.58

Earnings Per Share (` per share) 11.36 8.47

2) Review of Operations :During the year under review, the Company achieved turnover

of `43675.28 Lacs as against `19478.44 Lacs in previous

year i.e. increase by `24196.84 Lacs, as compared to the

corresponding previous year. The Company earned Net Profit

after Taxation amounting to ̀ 2555.87 Lacs against ̀ 1570.81

Lacs in previous financial year. The financial year 2012-2013

proved to be a challenging year amidst global economic

uncertainties. Despite these constraints and challenging

environment, the Company performed reasonably well and

the highlights of the performance are as under:

• Revenue from operations increased by 124.23% to

`43675.28 Lacs.

• PBDIT increased by 95.93% to `6924.11 Lacs.

• Profit before tax increased by 89% to `3783.39 Lacs.

• Net Profit increased by 62.71% to `2555.87 Lacs.

3) Business Outlook :

A) Apparels :Your Company, an integrated apparel manufacturer with its

expertise and capability in designing readymade garments

which includes cutting, body stitching, washing, ironing,

finishing etc in wide gamut of garments viz. Men wear, Kids

wear, Ladies wear, Knit wear and uniform for oilfields and

electro mechanical based companies, markets its products in

wholesale market and multi-brand outlets. The Company’s

international presence extends to United States of America,

Italy, United Kingdom and the United Arab Emirates though

merchandise exports. In order to expand its business activities,

the Company has very recently commenced direct exports in

Industrial Garments in the Financial Year 2013 to Gulf and

South-East Asian Countries.

For the future, the Company is proposing to penetrate across

different consumer segments with its launches of its own

brands and at the same time penetrate diverse consumer

segments through the network of large brand owners spread

throughout the country. Your company is also planning to

expand its manufacturing unit and establish its distribution

network and selling agents in South India.

B) High ended fine chemicals providing intermediate products for pharmaceutical and agro chemicals industry: After the acquisition of business assets of Benzo Petro

International Limited, your Company has been successfully

engaged in manufacturing chemical products in a wide range

of activities which includes Pharmaceutical and Agrochemical

Intermediates. Your Company has already added good

clients for the business relating to chemical products and

the Company has projected a revenue of `105 Crores for FY

2013-14.

4) Dividend:In order to plough back the profits and strengthen the reserves

for future expansion, your Directors do not recommend any

dividend for the year ended March 31, 2013.

5) DirectorsIt has been the endeavor of your Company to place a lot of

emphasis on its people which includes Employees, Directors

and Customers. Your company believes that it is only good

and competent people who can ensure that the Company

marches in its road plan for attaining growth and prosperity.

Your Company believes in training of its employees and staff

on a regular basis. As far as the Directors are concerned, your

Company has constantly made efforts to build up a team

who can take the Company and be a potent force in the

Garment and Chemical industry to accomplish its mission.

Your Company has constantly reviewed the profile of its

Directors and the support extended by believing in rotational

policy of all its Directors to ensure that the decisions taken

by the Board of Directors are sound, most effective and at

the same time ensuring strict compliances with all laws.

Therefore the needs of the business necessitated changes in

the Board at regular intervals. This system has started bearing

results for the Company. This exercise was a challenge and

ultimately in the final analysis, your Company is proud to



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have a professional board who have excellent experience with

good credentials and support the business with their inputs

and decisions which can strongly support your Company in its

accomplishments of being one of the formidable companies

in the industry.

During the year under review, in order to support the

Company in meeting its credentials and support the

business, and further due to their other commitments, some

of the directors resigned from the Company. We express

our appreciation for the services rendered by Mr. Sagar

Warekar, Mr. Ravikant Mhatre, Mr. Venkatraman Nadar,

Mr. Venkatraman G.S., Ms. Shrushti Modi, Mr. Shripal

Jain, Mr. Rajkumar Dohare and Mr. Shridhar Shetty to the

Company.

The Company has appointed Mr. Anand Kadam, Mr. Satish

Shenoy, Mr. M. G. Subramaniam, Mr. Deepak Shenoy and

Mr. Srinivas Kamath as Additional Directors.

Pursuant to section 256 of the Companies Act, 1956,

Mr. Gopi Nair retire by rotation and being eligible offer

himself for reappointment at the forthcoming Annual

General Meeting during the year under review.

6) Directors’ Responsibility Statement:Pursuant to Section 217(2AA) of the Companies Act, 1956

the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts for the financial

year ended March 31, 2013, the applicable accounting

standards have been followed.

2. The Directors had selected such Accounting Policies and

applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company

at the end of the financial year and of the profit or loss of

the Company for that period.

3. The Directors had taken proper and sufficient care for

the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding

the assets of the Company and for preventing and

detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a

going concern basis.

7) Disclosures regarding Conservation of Energy & Technology Absorption and Foreign exchange earnings & outgo:Information as per the Companies (Disclosure of Particulars

on the report of the Board of Directors) Rules, 1988 relating

to Conservation of Energy, Technology Absorption, Forex

Earnings & Outgo is provided in the annexure forming part

of this report.

8) Particulars of Employees:In terms of the provisions of Section 217 (2A) of the

Companies Act,1956, read with the Companies (Particulars

of the Employees) Rules,1975 as amended, the names

and other particulars of the employees are set out in the

“Annexure A” to the Directors Report.

9) Deposits:During the year under review, Company has not accepted any

deposits from the Public within the meaning of the provisions

of Section 58A of the Companies Act, 1956 read with the

Companies (Acceptance of Deposits) Rules, 1975.

10) AuditorsM/s. Suresh Hegde & Company, Chartered Accountants,

Mumbai and M/s. Mukesh Mehta and Associates,

Chartered Accountants Mumbai, has given consent for their

reappointment as the joint statutory auditors of the Company

subject to member’s approval in the ensuing Annual General

Meeting.

11) Credit RatingThe Company continues to have the highest domestic credit

ratings of BBB Negative from CARE which means strong rating

reflecting the Company’s financial discipline and prudence.

12) Board Committee: In compliance with both the mandatory and non-mandatory

requirements under the Listing Agreements and the applicable

laws, the board has constituted the following Committees:

a) Audit Committee

b) Remuneration Committee

c) Shareholders/Investor’s Grievance Committee

d) Investment Committee

13) Corporate Governance:Your Company is committed to good corporate governance,

firmly believes in and consistently follows good corporate

governance practices, leading to a very high level of

transparency in accounting and reporting to its shareholders.

The Company has adopted a Code of Conduct for the Board

and the Senior Management. A report on the Corporate

Governance and a certificate from the Auditors of the

Company forms part of the Annual Report. The Company

has fully complied with the Corporate Governance practices

specified under the Listing Agreement with Stock Exchanges.

14) Management’s Discussion and Analysis:A detailed review of operations, performance and future

outlook of the Company is given separately under the head

“Management’s Discussion and Analysis”.

15) Listing of Shares: The shares of the Company are listed on the National Stock

Exchange of India Limited and Bombay Stock Exchange

Limited. The Company has paid the annual listing fees to the

NSE and BSE for the year 2013-2014.

16) Holding / Subsidiary Company:The Company has incorporated a subsidiary in United

Kingdom with the name “Sudar Industries UK Ltd.”

17) Industrial Relations:Industrial Relations remained cordial in the Company’s

manufacturing locations without any disruption in

manufacturing activities.

18) Rating from Dun & BradstreetThe Company has been rated 5A3 by Dun & Bradstreet

indicating that the Company has a tangible networth as per

the audited financial statements and indicates a fair overall

status of the Company.

19) Accolades :Your Directors would like to inform that the Company has

been bestowed with the coveted award as “The Emerging

Textile Company of 2013” at the 4th Annual Indian

Leadership Conclave and Indian Affairs Business Leadership

Awards, 2013 held in Mumbai in June this year.

20) Acknowledgements:Your directors would like to express their appreciation for

the assistance and co-operation received from bankers,

govt. authorities, customers, vendors during the year. Your

directors also wish to thank all employees, associates and

business partners who have contributed towards the success

of the Company.

For and on behalf of the Board of Directors

Place: Navi Mumbai Murugan M. Thevar M G Subramaniam

Place: 13/08/2013 Managing Director Director



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ANNEXURE – A to the Directors’ Report:Statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with

the Companies (Particulars of Employees) Rules, 1975 and Companies (particulars of employees) Amendment Rules, 2011 and

forming part of the Directors Report for the year ended March 31, 2013.

Notes:

1. The nature of employment is contractual.

2. The remuneration shown above is gross and comprises of basic salary and allowance.

3. The nature of the duties of the Vice chairman and Managing Director is to manage the business and affairs of the Company

subject to the supervision and control of the Board of Directors.

“Annexure B “

Sl.

No.

Name of the Employee Designation Remuneration (in `)

Qualification and Experience

Date of Commencement of Employment

Age Last Employment held

Mr. Murugan M. Thevar Vice

Chairman &

Managing

Director

`60,00,000/-

(Rupees Sixty

Lacs only)

Mr. Murugan M. Thevar is

the founder and Promoter of

our Company. He has com-

pleted his education from

Tamil Nadu.

28/01/2002 46 N.A.

FORM - A

PARTICULARS F.Y. 2012-13 F.Y. 2011-12

Garment Chemical

(A) POWER AND FUEL CONSUMPTION

1. Electricity

a. Purchased

Units 1,80,998 6,53,670 1,99,711

Total Amount (` In lacs) 17.37 51.76 9.59

Rate/ Unit (`) 9.59 7.91 4.80 per unit

b. Own Generation

I) Through Diesel Generator 19,098 liters 1,468 liters 17,736 liters

II) Through Steam Turbine (` In lacs) 9.55 27.20 7.38

B) CONSUMPTION PER UNIT OF PRODUCTION

Product : Ready Made Garments

Production 56,88,684Pcs 6,09,075 Kgs 54,82,712 Pcs

Electricity * 1,80,998 6,53,670 1,99,711

*Note: Due to own generation of electricity through diesel and steam turbine, the consumption of electricity has proportionately

decreased in the year under review even though the production per piece has increased.

FORM - B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The Company has taken initiative in technology up gradation

to improve its productivity and reduce manufacturing cost.

It adopted a ‘Total Quality Management Programme’ to

ascertain and impose individual worker responsibility within

the labour force, thereby ensuring greater quality and

productivity.

For and on behalf of the Board of Directors

Place: Navi Mumbai Murugan M. Thevar M G Subramaniam

Place: 13/08/2013 Managing Director Director



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MANAGEMENT DISCUSSION and analysis

INTRODUCTION :Sudar Industries is engaged in the following business verticals

which have contributed to the growth of the Company:

A) Apparels

B) High ended fine Chemicals providing intermediate

products for the Pharmaceuticals Industry and the Agro

Chemical Industry.

(A) Apparels :Sudar Industries is an established integrated apparel

manufacturer in the readymade garment segment in India.

Indian Apparel Industry overview : India is the world’s second largest producer of textile and

garments after China. In India, the industry is one of the

oldest manufacturing sectors in the country and is currently

its largest and occupies a pivotal role in the Indian economy.

It is a major exchange earner and employs the largest work

force of 35 mn. The Indian textile industry accounts for about

23% of the world’s spindle capacity, making it the second

highest after China, and around 6% of global rotor capacity.

Also, it has the highest loom capacity, including handlooms

with a 63% share.

The Indian textile industry is diverse and complex and the

country itself combines with equal equanimity this immense

diversity into a cohesive whole. Endowed with largest loom

age in the world, the second highest spindle age, next only

to China, a strong multi-fiber raw material base, a vast pool

of skilled workers, flexible production system, a dynamic

entrepreneurship together with vibrant design creativity

have all contributed to creating a vibrant textile industry

that has long been the mainstay of the Indian economy. The

complex and varied structure coupled with its close linkage

with culture and multi fibre raw material base, enables it to

produce variety of products for varying consumer needs and

preferences.

India takes pride that it is one of the leading textile industries

in the world. Though it was predominantly an unorganized

industry, the scenario started changing after the economic

liberalization of the Indian economy. The opening up of

economy gave the much needed thrust to the Indian textile

industry and therefore India has successfully now become

one of the largest in the world.

India’s domestic demand has been growing at a fast pace.

The size of domestic consumption in 2011 was close to US$

50 billion, as against an export basket of US$ 25 billion.

This growth also accounts for continuous shift from an

unorganized to an organized industry. This in itself is a big

opportunity for the future and provides a cushion against

global turbulences, thus making a case to build-up and

leverage capacities.

Current Scenario :The Indian textiles industry has an overwhelming presence in

the economic life of the country. Apart from providing one

of the basic necessities of life, the textile industry also plays

a vital role through its contribution to the industrial output,

employment generation and export earnings of the country.

The sector contributes about 14% to the industrial

production, 4% to the GDP and 17% to the country’s export

earnings. The textile sector is the second largest provider of

employment after agriculture. Thus the growth and all round

development of this industry has a direct bearing on the

improvement of the economy of the nation. India has the

potential to increase its textile and apparel share in the world

trade from the current level of 4.5% to 8% and reach US$ 80

billion by 2020.

Export Scenario :The Indian textiles and clothing industry is one of the largest

contributors to the country’s exports. Textile products

continue to hold an important and pivotal role in Indian

exports.

Government Initiatives The Government of India has provided inter alia various

incentives under Focus market Scheme and Focus Product

Scheme; broad basing the coverage of market Linked Focus

Product Scheme for textile products and extension of market

Linked Focus product Scheme etc to increase the Indian

shares in the global trade of textile and clothing and 100%

FDI in textiles through the automatic route.

The Government has set target of US$ 50 billion and apparel

exports from the present level of US$ 13 billion by 2015

of which the share of garments will be 50%. In order to

realize this target, the government is committed to provide a

conducive environment to enable the Indian textile industry

to realize its full potential and to achieve global excellence.

Opportunities and Challenges:Textile Industry is one of the largest employers in India and

has strong linkages with the rural economy. The growing

young middle-class population is a source of great potential

and provides immense opportunities to spur growth in the

industry going forward. The major challenge that the textile

and apparel industry is facing is increasing cost of production

arising out of rising wages, high power and interest costs.

The potential size of the Indian Textile Industry is expected to

reach US$ 220 billion by 2020.

With consumerism and disposable income on the increase,

the retail sector has witnessed rapid growth in the past

decade. Several International retailers are also focusing on

India due to its emergence as a potential sourcing destination.

Performance Highlights :Despite tough business conditions and a recessionary

economy, your company achieved sales of `355 crores on

Apparel business, with a growth of 82.7%.

(B) Chemicals Division :After the acquisition of the assets of Benzo Petro International

Limited, the Company has entered into commercial

production since September 15, 2012 at its Baroda Plant

on high ended chemicals used in the manufacture in the

Pharmaceutical and Agrochemical Industry. The Company

has different products in API (Active Pharma Ingredients) and

Agrochemical Products.

On a SWOT analysis, the strength of the chemicals division lies

in higher profit margins and skilled workforce and automated

techniques. On the weakness side, Chinese imports are

rising steadily due to the price advantages and as such local

suppliers are unable to withstand competitive prices since the

products are highly price sensitive.



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Performance Highlights :In the initial year of its business after its acquisition of business

assets, your company’s total chemical business registered

sales of `80 crores.

Company Strategies: The Company’s strategy of strengthening the current business

and investing in the future revolves around (a) Human

Resources, (b) Compliance and (c) Analysis of opportunity

and risk matrixes.

Human Resource Strategy:The Human Resources (HR) function is instrumental in

creating and developing human capital in alignment with

the Company’s vision. Talent management with particular

focus on grooming, learning and development and employee

engagement has been the key focus areas in the Company’s

objective. The human resources strategy enabled the

Company to attract, integrate, develop and retain the best

talent required for driving business growth. The sustained

strategic focus to enhance employee capability, improve

efficiency and groom future leaders have helped Sudar

maintain its benchmark in the garment industry.

Compliance:The Company continues to vigorously pursue its commitment

in adhering to the highest standards of compliance. The

compliance function in the Company plays a pivotal role

in ensuring that the overall business of the Company is

conducted in accordance with the regulatory prescriptions.

The compliance function facilitates improvement in the

compliance culture in the Company through various enablers

like dissemination of regulatory changes and spreading

compliance knowledge through training, newsletters and

other means of communication and direct interaction. The

Company regularly monitors the changes in legislation

pertaining to employment, labour and immigration laws to

ensure total compliance. The key areas where Sudar needs

to introduce new policies or modify the existing policies to

remain compliant are identified and acted upon.

Opportunities and Risks :The large size of the addressable global market, with

relatively low current level of penetration suggests significant

headroom for future growth. The Company has positioned

itself well for the growth in business with an aligned strategy,

structure and capabilities. In a year in which the Textile sector

in the county has faced increasing strain from tight liquidity

conditions, hardening interest rates, slowdown in capital

expenditure, rising delinquencies and high incidence of

assets being structured, the Company has reported a strong

performance, sustained by its fundamental strengths. The

Chemical Industry is also showing a lot of promises with its

high end products. With the two business segments of the

Company, there is tremendous potential for growth.

Financial highlights :The financial statements have been prepared in compliance

with the requirements of the Companies Act, 1956 and

Generally Accepted Accounting Principles (GAAP) in India.

The management accepts the responsibility for the integrity

and objectivity of these financial statements and the basis for

the various estimates and judgments used in preparing the

financial statements.

During the year, the Company has achieved a net turnover of

`43675.28 lacs. The Company has posted a strong top line

performance with Profit before tax of `3783.38 lacs and net

profit after tax of `2555.86 lacs.

Risk and Mitigation

Risk category: Strategic

• INVESTOR PERCEPTION RISK

What does it mean?

Since the Company has presence in diverse businesses; it may

lead to a negative perception relating to core business focus

in the minds of the investors.

Mitigation measures

Apparel segment is the Company’s core business, comprising

of growth- verticals in men, women and kidswear and the

Chemical segment.

Each business vertical is headed by core sector specialists and

dedicated professionals, bringing the requisite expertise and

focus. Over the years, the Company has invested in each of

its core verticals and has attained a critical mass in each of

them. The chemicals business remains to be non-core and

generates liquidity for the Company on accounts of its novel

products.

Risk category: Operational

• ATTRITION RISK

What does it mean?

For a company whose business model is entirely dependent

on human and intellectual workforce, any attrition at the key

levels can result in an adverse impact for the business.

Mitigation measures

The Company follows a principle of ‘merit above all’. Every

employee sans level is appraised and rewarded in view of

their ability to add value to the workplace. The Company

ensures a progressive career path for each of its employees.

High levels of interdepartmental and intra-departmental

transparency allow speedy resolution of the employees’

concerns. Performance linked remuneration help in retaining

talent. The attrition rate in the Company is amongst the

lowest in the industry.

COMPETITION RISK

What does it mean?

Competition from global as well as local players can hit the

Company’s margins.

Mitigation measures

Being a relatively new player in the Chemical segment the

Company has focused on offering niche products across

all its business verticals. These products require dedicated

expertise and specialisation that the global players are not

willing to impart on account of their scale and cost-benefit

parameters. The Company’s ability to offer products which

includes pharmaceutical and agrochemcial intermediates has

elevated it among the favoured producers in the industry.

REGULATORY RISK

What does it mean?

Getting approval on facilities and products from various

authorities is a time-taking exercise. The delay caused can

lead to loss of potential revenues in wake of opportunity.

QUALITY RISK

What does it mean?

Any quality defect in the Company’s products can lead to

huge losses at client’s end as well as its own loss of reputation.

Mitigation measures

The Company has a ‘zero tolerance’ policy on quality. Each of

its units is certified by credible authorities and has successfully

passed key client audits. A dedicated department in each unit

takes care of stringent quality control and quality assurance

practices at every product/process level.

ENVIRONMENT AND SAFETY RISK

What does it mean?

Non-compliance with environment protection policies or

safety related issues could dent operation and can also impair

quality standards.

Mitigation measures

The Company lays a great emphasis on the proactive

environment and health safety compliance. A dedicated

EHS Policy is formulated and strictly adhered to protect its

employees, the environment and the public at every stage of

its business activity. Environment Management Systems are

in place at each site to continuously monitor progress



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SWOT ANALYSIS

Strengths

• Independent and self-reliant industry with its reliance in

availability of raw material which is in abundance and

which can reduce costs and lead time across operations.

• Presence in high end chemicals supporting the pharma

and agro chemical industry. Each vertical has attained a

respectable size.

• Qualified and experienced team of professionals and

management

• State-of-the-art units having flexible production capacity

• Continuous innovation and quality control

• Financially stable

• Preferred supplier to a world-class clientele

Weakness

Since Garment division is highly labour intensive, it is difficult

to get trained labour force and this weakness can have an

impact on the business.

Opportunities

• Large domestic and international market which can be

tapped for business expansion.

• Robust boom in the domestic and global markets owing

to favourable consumer demographics and increase in

the consumption.

• Increased per capita income and purchasing power of

domestic customers

• Global shift from China to India.

ThreatsHigher competition from Chinese players in the under

regulated market and dependence on China for raw material

procurement.

Caution Statement :Investors are cautioned that this discussion contains

statements that involve risks and uncertainties. Some of the

words that are used are intended to identify forward looking

statements. The Company assumes no responsibility to

amend, modify or revise any forward looking statements, on

the basis of any subsequent developments, information or

events. Besides, the Company cannot guarantee that these

assumptions and expectations are accurate or will be realized

and actual results, performance or achievements could thus

differ materially from those projected in any such forward

looking statements.

CORPORATE GOVeRnanCe RePORT

(A) Company’s Philosophy on Code of Corporate Governance:Effective Corporate Governance practices constitute the foundation of the Company. The Company strongly believes its fundamentals, principles and is governed by values which are reinforced across all levels in the Company. The philosophy of the Company is governed by principles on corporate governance overseeing the business strategies ensuring fiscal accountability, ethical corporate behavior and above all fairness to all stakeholders which include shareholders, employees, customers, vendors, investors, society at large and above all the regulators.

The Company strongly believes in fair, transparent and ethical governance practices. To succeed, maintain sustainable growth and create long term value requires corporate discipline. It is this belief which has resulted in your company being bestowed with the most coveted award as “The Emerging Textile Company of 2013” at the 4th Annual Indian Leadership Conclave and Indian Affairs Business Leadership Awards, in June, 2013.

The Company is also continuing to focus its attention, resources, strengths and strategies in the Pharmaceutical and Agro Chemicals Division after the acquisition of Benzo Petro International Limited last year and is positive on its good growth.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreement entered

into with the stock exchange with regard to corporate governance.

COMPANY’S GOVERNANCE STRUCTURE:

(B) Board of Directors:Your Company has an optimum combination of Executive & Non-Executive Directors on Board. The Board comprises of three (3) Executive Directors & four (4) Non- Executive Directors. The necessary disclosures regarding committee position have been made by all the Directors.

Board Procedure:

(A) Institutionalized decision making process:With a view to institutionalize all corporate affairs and setting up systems and procedures for advance planning for matters requiring discussion/ decisions by the Board , the Company has defined guidelines for the meetings of the Board of Directors and Committees thereof. These Guidelines seek to systematize the decision making process at the meetings of Board/Committees, in an informed and efficient manner.

(B) Scheduling and selection of Agenda items for Board /Committee Meetings:(i) The meetings are convened by giving appropriate

advance notice after obtaining approval of the Chairman of the Board/ Committee. Detailed agenda, management reports and other explanatory statements are circulated in advance in the defined agenda format amongst the

Annual Report 2012-13 37

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members for facilitating meaningful, informed and focused decisions at the meetings. To address specific urgent need, meetings are also being called at a shorter notice. In case of exigencies or urgency Resolutions are passed by circulation.

(ii) Where it is not practicable to attach any document or the agenda is of confidential nature, the same is tabled with the approval of Managing Director. In special and exceptional circumstances, additional or supplemental item(s) on the agenda are permitted. Sensitive subject matters are discussed at the meeting without written material being circulated.

(iii) The agenda papers are prepared by the concerned officials, sponsored by the concerned functional Directors and submitted for obtaining approval of the Managing Director, well in advance. Duly approved agenda papers are circulated amongst the Board members by the Company Secretary and by the respective convener of the Committee.

(iv) The meetings of the Board/Committees are generally held at the Company’s Corporate Office in Navi Mumbai.

(v) The Board/Committee is given presentations covering Finance, Production, Operations, major Business Segments, Human Resources, Marketing, Joint Venture operations etc. of the Company and for taking on record quarterly / annual financial statements at the pre-scheduled Board/Committee meetings.

(vi) The members of the Board/Committee have complete access to all information of the Company. The Board is also free to recommend inclusion of any matter in agenda for discussion. Senior management officials are called to provide additional inputs to the items being discussed by the Board/Committee, as and when necessary.

(C) Recording minutes of proceedings at the Board Meeting: Minutes of the proceedings of each Board/Committee meeting are recorded. Draft minutes are circulated amongst all members of the Board/ Committee for their critical appreciations and comments. The comments are incorporated in the minutes, which are finally approved by the Chairman

of the Board/Committee. These minutes are confirmed in the next Board/Committee Meeting. The finalized minutes of the proceedings of the meetings are entered in the Minutes Book.

(D) Follow-up mechanism:The guidelines for the Board/Committee Meetings facilitate an effective post meeting follow-up, review and reporting process for the action taken on decisions of the Board and Committee. Functional Directors submit follow-up Action Taken Report (ATR) on the areas of their responsibilities, at least once in a quarter, on the decisions/ instructions/directions of the Board.

(E) Compliance: Every functional Director while preparing the agenda notes is responsible for and is required to ensure adherence to all the applicable provisions of law, rules, guidelines etc. The Company Secretary has to ensure compliance to all the applicable provisions of the Companies Act, 1956, Secretarial Standards issued by ICSI, SEBI Guidelines, Listing Agreement, and other statutory requirements pertaining to capital market. A Quarterly Compliance Report (collected from all work centers) confirming adherence to all the applicable laws, rules, guidelines and internal instructions/manuals including on Corporate Governance is reviewed by the Audit & Ethics Committee and the Board.

(i) The Composition of the Board of DirectorsAs on March 31, 2013 the strength of Board of Directors was 7, comprising of 3 Executive Directors and 4 Non-Executive Independent Directors.

The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and industry, finance, management and marketing. The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors meets with the requirements of Clause 49 (1)(A) of the Listing Agreement. None of the Directors on the Board is a member in more than ten Committees and Chairman of more than five Committees as per Clause 49 (I) (c) (ii) (across all Companies in which they are Directors) .

The day-to-day management of the Company is conducted

(ii) Board Meetings and Attendance of DirectorsBoard meetings are conducted in accordance with the Articles of Association of the Company. The Board meets at regular intervals to discuss and decide on business strategies/policies and financial performance of the Company.

During the year ended March 31, 2013, Eleven(11) Board

Meetings were held on 09/04/2012,08/05/2012, 29/05/2012, 07/07/2012, 11/07/2012, 11/08/2012, 01/09/2012, 08/09/2012, 10/11/2012, 30/11/2012 and 14/02/2013 .

Table hereunder gives the attendance record of the Directors at the Board Meetings held during 2012-2013 :

Name of the Directors Category Other

Directorships

Number of other

Committee Memberships

Committee

Chairmanships

Mr. Murugan M. Thevar Chairman & Managing Director 1 - -Mr. Gopi Chellapan Nair Executive Non-Independent - - -Mr. Shridhar Shetty Non-Executive, Independent 2 - -Mr.Venkataraman Subramanian Goodanagar

Executive Non-Independent 1 - -

Mr. Rajkumar Dohare Non-Executive, Independent - - -Ms. Srushti Mody* Non-Executive, Independent - - -Mr. Anand Kadam** Non-Executive, Independent 1 - -

* Appointed w.e.f.30.11.2012

**Appointed w.e.f.30.01.2013

Name of the Directors Number of Board

Meetings held

Number of Board

Meetings attended

Whether attended

last AGM held on

27/09/2012

Mr. Murugan M. Thevar 11 11 PresentMr. Gopi Chellapan Nair 11 11 PresentMr. Shridhar Shetty 11 11 Present

Mr. Venkatraman Nadar* 11 10 PresentMr. Rajkumar Dohare 11 11 AbsentMr. Venkataraman Subramanian Goodanagar** 11 5 PresentMr. Sagar Warekar *** 11 10 PresentMs. Shrushti Mody**** 11 2 AbsentMr. Anand Chimaji Kadam***** 11 1 AbsentMr. Shripal Jain****** 11 2 Absent

*Mr. Venkatraman Nadar Resigned w.e.f. 30.11.2012.** Mr. Venkataraman S. Goodanagar Appointed w.e.f. 24.08.2012*** Mr. Sagar Warekar resigned w.e.f. 30.11.2012.**** Ms. Shrushti Mody appointed w.e.f. 30.11.2012.***** Mr. Anand Kadam appointed w.e.f. 30.01.2013.****** Mr. Shripal Jain appointed w.e.f. 30.11.2012 & resigned w.e.f. 26.03.2013.

by the Managing Director, subject to the supervision and control of the Board of Directors.

The constitution of the Board as on March 31, 2013 was as under:



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Role of the Company Secretary in overall governance

process:

The Company Secretary plays a key role in ensuring that the

Board procedures are followed and regularly reviewed. The

Company Secretary ensures that all relevant information,

details and documents are made available to the Directors

and senior management for effective decision-making at the

meetings. The Company Secretary is primarily responsible to

ensure compliance with applicable statutory requirements

and is the interface between the management and regulatory

authorities for governance matters. All the Directors of the

Company have access to the advice and services of the

Company Secretary.

(C) Board Committees:Presently, the Board has four committees: the Audit

Committee, Remuneration Committee, Shareholders/

Investor Grievances Committee and Investment Committee.

The Audit Committee consists of two non-executive

independent directors and one executive director whereas

the Remuneration Committee consists of two independent

and one Executive Director. Shareholders/ Investor Grievances

Committee consist of one executive director and two non-

executive independent directors and Investment Committee

consist of two non-executive independent directors and one

executive director. The minutes of these committee meetings

are submitted to the Board for approval/confirmation.

The Board is responsible for the constitution, co-opting and

fixing the terms of reference for the said Committees.

(i) Audit Committee Terms of reference

(a) Primary objectives of the Audit Committee

The Audit Committee of the Company is constituted in line

with the provisions of Clause 49 of the Listing Agreement

entered into with the stock exchange read with Section 292A

of the Companies Act, 1956.

The role of the Audit Committee includes the following:

a) Overseeing financial reporting processes and the disclosure

of financial information, to ensure that the financial

statements are correct, sufficient and credible;

b) Recommending to the Board, audit fees payable to

Statutory Auditors appointed by the board;

c) Reviewing with management the periodic financial

statements/results before submission to the Board, focusing

primarily on:

- matters required to be included in the Directors’

Responsibility Statement ;

- any changes in accounting policies and practices;

- major accounting entries based on exercise of judgement

by the management;

- qualifications in draft audit report;

- significant adjustments arising out of the audit;

- the going concern assumption;

- compliance with accounting standards;

- compliance with listing agreement and legal requirements

concerning financial statements;

- any related party transactions i.e. transactions of the

Company of material nature, with promoters or the

management, their subsidiaries or relatives etc. that may

have potential conflict with the interest of the Company

at large;

d) Reviewing with the management, Statutory Auditors and

Internal audit reports, adequacy of internal control systems

and recommending improvements to the management;

e) Reviewing the adequacy of internal audit function,

approving internal audit plans and efficacy of the functions

including the structure of the internal audit department,

staffing, reporting structure, coverage and frequency of

internal audits;

f) Discussion with internal auditors any significant findings

and follow-up thereon;

g) Reviewing the findings of any internal investigations by the

internal auditors into the matters where there is suspected

fraud or irregularity or a failure of internal control systems

of a material nature and reporting the matter to the Board;

h) Discussion with the Statutory Auditors before the audit

commences, the nature and scope of audit, as well as post-

audit discussion including their observations to ascertain any

area of concern;

i) Reviewing the Company’s financial and risk management

policies;

j) Reviewing Quarterly Compliance Report confirming

adherence to all the applicable laws, rules, guidelines,

instructions and internal instructions/manuals including on

Corporate Governance principles;

k) Reviewing the management discussion and analysis of

financial condition and results of operations, statement of

significant related party transactions, management letters/

letter of internal control weaknesses issued by the statutory

auditors, internal audit reports; and

l) Reviewing the financial statements and in particular

the investments made by the unlisted subsidiaries of the

Company.

m) Matters relating to Corporate Governance including Ethics

in business.

Minutes of the meetings of the Audit Committee are

approved by the Chairman of the Committee and are noted

and confirmed by the Board in its next meeting.

(b) The terms of reference of the Audit Committee broadly

are as under:

1 Overseeing our Company’s financial reporting process and

the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible.

2 Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or removal

of the statutory auditor and fixation of audit fees.

3 Approval of payment to statutory auditors for any other

services rendered by the statutory auditors.

4 Appointment, removal and terms of remuneration of

internal auditors.

5 Reviewing, with the management, the annual financial

statements before submission to the Board for approval,

with particular reference to:

• Matters required to be included in the Director’s

Responsibility Statement to be included in the Board’s

report in terms of clause (2AA) of Section 217 of the

Companies Act 1956;

• Changes, if any, in accounting policies and practices

and reasons for the same;

• Major accounting entries involving estimates based

on the exercise of judgment by management;

• Significant adjustments made in the financial

statements arising out of audit findings;

• Compliance with listing and other legal requirements

relating to the financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

6 Reviewing, with the management, the quarterly, half-

yearly and annual financial statements before submission

to the Board for approval;

7 Reviewing, with the management, the statement of uses

/ application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement

of funds utilized for purposes other than those stated

in the offer document/prospectus/notice and the report

submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue, and

making appropriate recommendations to the Board to

take up steps in this matter;

8 Monitoring the use of the proceeds of the proposed

initial public offering of the Company.

9 Reviewing, with the management, performance of

statutory and internal auditors, and adequacy of the



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internal control systems;

10 Reviewing the adequacy of internal audit function, if any,

including the structure of the internal audit department,

staffing and seniority of the official heading the

department, reporting structure, coverage and frequency

of internal audit;

11 Reviewing management letters / letters of internal control

weaknesses issued by the statutory auditors;

12 Discussion with internal and statutory auditors on any

significant findings and follow up there on;

13 Reviewing the findings of any internal investigations by

the internal auditors into matters where there is suspected

fraud or irregularity or a failure of internal control systems

of a material nature and reporting the matter to the

Board;

14 Discussion with the statutory auditors before the audit

commences, about the nature and scope of audit as well

as post-audit discussion to ascertain any area of concern;

15 To look into the reasons for substantial defaults in

the payment to the depositors, debenture holders,

shareholders (in case of nonpayment of declared

dividends) and creditors;

16 To review the functioning of the Whistle Blower

mechanism, when the same is adopted by the Company

and is existing;

17 Carrying out any other function as may be statutorily

required to be carried out by the Audit Committee;

18 The Audit Committee shall mandatorily review the

following information:

• Management discussion and analysis of financial

condition and results of operations;

• Statement of significant related party transactions

(as defined by the audit committee), submitted by

management;

• Management letters / letters of internal control

weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control

weaknesses; and

• The appointment, removal and terms of remuneration

of the Chief internal auditor shall be subject to review

by the Audit Committee.

• Financial statements, in particular, the investments

made by the unlisted subsidiary company.

(c) Composition

The Audit Committee is constituted in accordance with the

Corporate Governance Code of the Listing Agreement and

the provisions of the Companies Act, 1956. The statutory

auditors are invited to the Audit Committee Meetings

whenever required.

The Audit Committee comprises of two non-executive

independent directors and one executive director, namely:

Sr.

No.

Names of the Directors Designation

1 Mr. Shridhar Shetty Chairman Independent

2 Mr. Venkatraman Nadar* Member Independent

3 Mr. Gopi Nair Member Executive

4. Ms. Shrushti Mody** Member Independent

* Resigned w.e.f. 30/11/2012

** Appointed w.e.f. 30/11/2012

Mr. Shridhar Shetty is the Chairman of the Audit Committee.

The Company Secretary is the Secretary to the Audit

Committee. Mr. Shridhar Shetty, Chairman of the Audit

Committee attended the last Annual General Meeting held

on September 27, 2012.

(d) Audit Committee Meetings and Attendance during the

financial year ended 31st March, 2013.

During the financial year 2012-2013, Six Audit Committee

Meetings were held on 08/05/2012, 11/08/2012, 01/09/2012,

10/11/2012, 30/11/2012 and 14/02/2013.

Sr.

No.

Names of the Directors Category No. of meetings

attended

1 Mr. Shridhar Shetty Chairman 6

2 Mr. Venkatraman Nadar* Member 5

3 Mr. Gopi Nair Member 6

4. Ms. Shrushti Mody** Member 2

* Resigned w.e.f. 30/11/2012

** Appointed w.e.f. 30/11/2012

The Audit Committee was reconstituted during the year under

review due to resignation tendered by Mr. Venkataraman

Nadar as Director of the Company. The composition of said

reconstituted committee is as under:

Sr.

No.


1 Mr. Shridhar Shetty Chairman Independent2 Mr. Gopi Nair Member Executive

3 Ms. Shrushti Mody Member Independent

(ii) Remuneration Committee:The broad terms of reference of the Remuneration

Committee is to ensure that the remuneration practices of

the Company in respect of the Senior Executive, including the

Executive Directors are competitive keeping in view prevailing

compensation packages in the Industry so as to recruit and

retain suitable individual(s) in such capacity.

Sr.

No.


1. Mr. Shridhar Shetty Chairman Independent2. Mr. Murugan M. Thevar Member Executive

3. Ms. Shrushti Mody Member Independent

Directors’ Remuneration :

The aggregate remuneration comprising of salary and

perquisites paid to Mr. Murugan M. Thevar, Chairman &

Managing Director ,Mr. Gopi Nair, and Mr. Venkatraman

G.S. Executive Directors for the year ended 31st March 2013

are as follows:

Mr. Murugan M. Thevar `60,00,000/-

Mr. Gopi Nair `12,00,000/-

Mr.Venkatraman G.S. `9,00,000/-

The Company do not have any stock option plans.

(iii) Shareholders/Investors Grievance Committee:The Shareholders Grievances redressal Committee was

reconstituted during the year under review due to resignation

tendered by Mr. Venkatraman Nadar as Director of the

Company. The composition of the reconstituted committee

is as under:

Sr.

No.


1 Ms. Shrushti Mody Chairman Independent2 Mr. Shridhar Shetty Member Independent

3 Mr. Gopi Nair Member Executive

The said Committee among other functions considers and

review redressal of shareholders’ complaints regarding non

receipt of balance sheets and transfer of shares as per Clause

49 of the Listing Agreement.

There were no pending complaints from the shareholders as

on March 31, 2013.

The terms of reference of the Shareholders/Investor

Grievance Committee are as follows:

The Shareholders / Investors Grievance Committee is

responsible for the redressal of shareholders and investors’

grievances and oversees performance of the registrars and

transfer agents of the Company and recommends measures

for overall improvement in the quality of investor services.

This committee also monitors the implementation and

compliance of our Code of Conduct for Prohibition of Insider

Trading pursuant to the Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulations, 1992, as

amended. In compliance of the provisions of Clause 49 of

the listing agreements with the Stock Exchanges, its terms of

reference include the following:

1. Efficient transfer of Equity Shares; including review of

cases for refusal of transfer / transmission of shares and

debentures;



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2. Redressing of shareholders and investor complaints

such as non-receipt of declared dividend, annual report,

transfer of Equity Shares and issue of duplicate/split/

consolidated share certificates;

3. Monitoring transfers, transmissions, dematerialization,

re-materialization, splitting and consolidation of Equity

Shares and other securities issued by our Company,

including review of cases for refusal of transfer/

transmission of shares and debentures;

4. Allotment and listing of shares in future;

5. Review of cases for refusal of transfer / transmission of

shares and debentures;

6. Reference to statutory and regulatory authorities

regarding investor grievances;

7. Ensure proper and timely attendance and redressal of

investor queries and grievances;

8. To do all such acts, things or deeds as may be necessary

or incidental to the exercise of the above powers;

9. To review from time to time the secretarial department;

10. Investor relations and redressal of shareholders grievances

in general and relating to non receipt of declared

dividends, interest, non- receipt of balance sheet etc.;

11. Such other matters as may from time to time be

required by any statutory, contractual or other regulatory

requirements to be attended to by such committee.

Details/Status of shareholders complaints during the year

ended 31st March, 2013:

Complaints Received: NIL

Complaints Satisfied: NIL

Complaints Pending: NIL

Investor Relations Cell

In line with global practices, the Company is committed to

maintain, the highest standards of Corporate Governance,

reinforcing the relationship between the Company and its

Shareholders. ‘Investors contact’ with information frequently

required by investors and analysis, on Company’s corporate

website: www.sudarindustries.com. This website provides

updates on financial statements, investor-related events and

presentations, annual reports, dividend information and

shareholding pattern along with media releases, company

overview and report on Corporate Governance etc.

The inplace reserve information will help tremendously in

arriving at investment decision by FIIs, OCBs,NRIs, Institutional

Investors and the small shareholders. Also existing and

potential investors will be able to interact with the Company

through this link for their queries and seeking information.

A Core Team comprising of senior, seasoned and experienced

officials, headed by Director (Finance) had been assigned the

responsibilities for up-keeping the said link and also to serve

as a platform for the shareholders to express their opinions,

views, suggestions, etc. to understand the influencing factors

in their investment decision-making process. Besides, the

said team is also instrumental to maintain close liaison and

to share information through periodic meets including tele-

conferencing in India and abroad, regular press meets with

investment bankers, research analysts, the media, institutional

investors etc. The Company is committed to take such other

steps as may be necessary to fulfill the expectations of the

stakeholders.

(iv) Investment Committee:The Investment Committee was reconstituted during the year

under review due to resignation tendered by Mr. Venkatraman

Nadar as Director of the Company. The composition of the

reconstituted committee is as under:

Sr.

No.


1 Mr. Murugan M. Thevar Chairman Executive2 Mr. Shridhar Shetty Member Independent

3 Ms. Shrushti Mody Member Independent

The Terms of Reference of Investment Committee:

Subject to the powers and duties of the Board and to the

requirements of the Companies Act, 1956, the Investment

Committee will perform the following duties:

1) Investment Statements and Risk Policy:

Review and recommend to the Board at least annually:

(a) the Investment Statements; and

(b) the Risk Policy

2) Implementation of Investment Policies:

Receive reports on the implementation of the Investment

Statements and the Risk Policy.

3) Compliance with Investment Statements and Risk Policy:

Review, evaluate and approve procedures that

Management has implemented to monitor compliance

with the Investment Statements and the Risk Policy by

receiving Management’s annual report on specified

internal controls audited by the external auditor.

4) External Managers – Criteria and Process for Selection:

Oversee the criteria and process for the selection of

external investment managers with discretionary authority

to invest the assets of the Company.

5) Engagements of External Managers:

Approve the engagement of investment managers

with discretionary authority to invest the assets of the

Company.

6) External Managers – Monitoring:

Oversee the process for monitoring external investment

managers with discretionary authority to invest the assets

of the Company.

7) Custodian:

Approve the selection of custodians.

8) Investment Transactions:

Approve Investment Transactions (as defined in the

Authorities Policy) specifically outlined in the Authorities

Policy.

9) Other:

Carry out other duties as may be determined from time to

time by the Board.

10) Accountability:

The Investment Committee shall report its discussions to

the Board by distributing the minutes of its meetings and,

where appropriate, by oral reports at Board meetings.

11) To assess the Plan recommended by the Committee and

make appropriate recommendation to the Board.

12) To review on an ongoing basis the appropriateness of

the Plan in the light of economic and business conditions

affecting the Company, and make recommendations for

Board approval as may be appropriate.

13) To ensure that investments are made in accordance with

the plan.

14) To provide the Board quarterly reports on investment

performance.

15) To meet at least quarterly.

16) To monitor performance, including the performance of

outside investment managers, to ensure that investment

returns fall within acceptable limits.

17) To provide independent input to the Board on overall

investment strategy and portfolio positioning matters, as

required.

18) To review the governance process and policies in place on

an annual basis and provide appropriate assurance to the

Board.

19) To consider and if appropriate approve any specific

investments in excess of Plan limits.

20) To consider and if appropriate recommend to the Board

for approval any changes in limit thresholds above which

the Board refers to the Investment Committee.



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Special Business:

Details of Special Resolutions passed at last three Annual General Meetings:

Date Particulars

July 15, 2010 1. Alteration of Articles of Association.

September 20, 2011 1. Issue of GDR and/or ADR by way of Follow-on Public Offer (FPO) in Europe, USA or other countries.

2. Issue of share by way of private placement to Qualified Institutional Buyer (QIBs).

September 27, 2012 No Special Resolution had been passed in 11th Annual General Meeting.

Postal ballots:

The Company conducted three Postal Ballots during the financial year under review. The details of the same are as under:

Date of announcement of the Results by the Chairman & Managing Director

Particulars of the Resolution passed

July 02, 2012 1. Change of name of Company from SUDAR GARMENTS LIMITED to SUDAR INDUSTRIES LIMITED.

2. Amendment in the Memorandum of Association of the Company by way of insertion of new objects as Clause 74 and 75 after existing Clause 73 under Heading of Other Objects.

3. Appointment of M/s J. S. Uberoi and Company as Joint Auditor of the Company along with existing Statutory Auditor.

During last three financial years, following Extra Ordinary General Meetings were held.

Date Particulars

February 18, 2010 Conversion of Private Limited Company into Public Limited Company

March 8, 2010 Shifting of Registered Office of the Company from Mumbai to Navi Mumbai

March 15, 2010 Issue of 35,95,900 Bonus Shares(Equity shares) in the ratio of 1:4

March 30, 2010 Preferential Allotment of 49,64,100 Equity Shares

July 20, 2010 Further Issue of 90,88,000 Equity shares through Initial Public Offering (IPO)

(D) General Body Meetings:Details of last three Annual General Meetings are given hereunder:

Year Date Venue Time

2010 July 15th 117, 1st Floor, Vardhaman Market, Sector- 17, Vashi,

Navi Mumbai – 400 703.

11.00 A.M.

2011 September 20th The Regenza by Tunga,Plot No. 37, Sector30-A, Vashi,

Navi Mumbai 400 703.

11.00 A.M.

2012 September, 27th Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur

Taluka, Raigad District, Maharashtra 410 222

11.00 A.M.

Date of announcement of the Results by the Chairman & Managing Director

Particulars of the Resolution passed

August 11, 2012 1. Preferential Issue of Equity Shares to Benzo Petro International Limited pursuant

to Section 81(1A) of the Companies Act, 1956.

2. Change of Registered Office from 117, First Floor, Vardhaman Market, Sector 17,

Vashi, Navi Mumbai-400703 to Plot No.27 & 29, Village Paud, Mazgaon Road,

Taluka: Khalapur, Raigad District, Maharashtra-410222 pursuant to Section 146

of the Companies Act, 1956.

3. Commencement of all or any business as set out in Clause Nos. 74 & 75 of

the ‘Other Objects’ clause of Memorandum of Association pursuant to Section

149(2A) of the Companies Act, 1956.

January 2, 2013 1. To raise funds through warrants, convertible debentures, Foreign Currency

Convertible Bonds (FCCBs), Global Depository Receipts (GDRs) and/or American

Depository Receipts (ADRs), and/or other financial instruments (OFIs) to an extent

of amount not exceeding US $ 100 million .

2. Increase in the Authorised Capital of the Company from `25.00 crores to `50.00

Crores pursuant to Section 16 and 94 and other applicable provisions of the

Companies Act, 1956.

Disclosures:

(i) Related Party Transactions:

There is no related party transaction during the financial

year ended March 31 2013.

(ii) Compliances by the Company:

There is NIL non-compliance by the Company and

there are no penalties, strictures imposed by the Stock

Exchange, SEBI or any other statutory authority on any

matters related to capital markets.

(iii) Whistle Blower Policy and Access of personnel to the

Audit Committee:

The Company has not established the non-mandatory

requirement of Whistle Blower Policy. However, the

Company’s personnel have access to the Chairman of the

Audit Committee in case of unethical behavior, frauds

and other grievances. No employee of the Company has

been denied access to the Audit Committee.

(iv) Compliance with the Mandatory requirements and

implementation of the Non-mandatory requirements:

The Company has complied with the mandatory

requirements of the Corporate Governance Clause 49 of

Listing Agreement. The Company has not implemented

the non-mandatory requirements enlisted by way of

Annexure to Clause 49 of the listing agreement except

the constitution of the Remuneration Committee.

(F) Means of Communication:1. 1. The quarterly results as well as the proceedings of

the Annual General Meeting are submitted to the Bombay

Stock Exchange Limited and the National Stock Exchange

of India Ltd. immediately after the conclusion of the

respective meeting and also published in the newspapers

as per the provisions of the Listing Agreement.

2. No presentations were made to the institutional investors

or to analysts during the year under review,

3. The Management Discussion and Analysis Report forms

part of this Annual Report.

(G) Certificate on Corporate Governance:As required by Clause 49 of the Listing Agreement, a

Certificate issued by M/s. Suresh Hegde & Company, and



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M/s. Mukesh Mehta and Associates, Joint Statutory Auditors

of the Company, regarding compliance of conditions for

Corporate Governance is given as an annexure to this Report.

(H) CEO Certification:As required by Clause 49 of the Listing Agreement, the

certification by the CEO i.e. the Vice Chairman and Managing

Director’s is annexed to this Annual Report.

(i) General Shareholders’ Information:

Annual General

Meeting:

Day/Date/Time

Day, Date and time Friday, September 27, 2013 at 11.00

A.M.Venue Plot No. 27 & 29,

Village: Paud,Mazgaon Road,

Khalapur Taluka, Raigad District,

Maharashtra – 410 222.

(ii) Financial Calendar

(tentative and subject to change)

Financial reporting for quarter ended

June 30, 2013 by August 14, 2013

September 2013 by November 14, 2013

December 2013 by February 14, 2014

March 2014 by May 30, 2014

Annual General Meeting for the year ended 31st March 2014 on or before September 30,2014.

(iii) Book Closure date:The Register of Members shall remain closed from Friday

September 20, 2013 to Friday September 27, 2013 (both

days inclusive) for the purpose of ensuing 12th Annual

General Meeting.

(iv) Announcement of Dividend:The Board of Directors has not recommended any dividend

for the financial year ended 31st March 2013.

(v) Registered OfficePlot No. 27 & 29,

Village: Paud,

Mazgaon Road, Khalapur Taluka,

Raigad District, Maharashtra – 410 222.

Email: [email protected]

Website: www.sudarindustries.com

Corporate Office

Suite No. 901/902, 9th Floor, Great Eastern Summit, Plot

No.66, Sector 15, CBD Belapur, Navi Mumbai: 400 614.

Email: [email protected]

Website: www.sudarindustries.com

(vi) Listing on Stock Exchange and fees for 2013-14The Company is Listed on The Bombay Stock Exchange

Limited and National Stock Exchange of India Limited and

listing fees for the said financial year has been paid.

(vii) Stock Exchange CodeBSE :533332; NSE: SUDAR

(viii) Disclosure regarding re-appointment of directorPursuant to the provisions of Sections 255 & 256 of the

Companies Act, 1956, Mr. Gopi Nair shall retire by rotation

at the forthcoming Annual General Meeting and is eligible

for reappointment. The Board has recommended the re-

appointment of Mr. Gopi Nair as Director of the Company.

(ix) Stock Market DataMonth BSE High BSE Low NSE High NSE LowApril, 2012 75.80 55.30 74.00 59.75May, 2012 63.75 50.00 63.70 50.00June, 2012 60.55 48.00 60.90 49.75July, 2012 76.00 57.55 78.90 57.00August, 2012 67.30 58.90 67.15 59.30September, 2012 95.95 57.05 95.95 57.40October, 2012 121.70 91.75 121.60 91.65November, 2012 153.05 114.20 152.70 114.05December, 2012 179.45 145.20 180.00 136.80January, 2013 184.15 153.50 184.80 153.00February, 2013 171.00 76.70 171.40 76.65March, 2013 69.05 27.75 69.00 27.70

(xii) Distribution of Shareholding pattern as on March 31, 2013No. of Equity Shares held Shareholders Shares

Number % to total Shareholders

Number % to total Capital

1 - 500 1578 77.28 184149 0.82501 - 1,000 133 6.51 109629 0.491,001 - 2,000 119 5.83 154715 0.692,001 - 3,000 54 2.64 137326 0.613,001 - 4,000 12 0.59 42578 0.194,001 - 5,000 14 0.69 65213 0.295,001 - 10,000 42 2.06 344193 1.5310,001 - above 90 4.41 21463549 95.39Total 2042 100 22501352 100

(x) Registrar & Share Transfer AgentsLink Intime India Private LimitedC 13 Pannalal Silk Mills, Bhandup (West), Mumbai - 400078, India.Contact Person: Ms. Sarita MoteDesignation : OfficerPhone: +91 - 22 - 2594 6970Fax: +91 - 22 - 2594 6969Email: [email protected]

(xi) Share Transfer SystemsShares sent for physical transfer are generally registered and returned within a period of 30 days* from the date of receipt, if the documents are proper in all respects. The Shareholders / Investors Grievance Committee meets as often as required. As per the revised Clause 49 of the Listing Agreement and to expedite the process of share transfers, the Board has delegated the powers of share transfers and related matters to Mr. Murugan M. Thevar,Vice Chairman and Managing Director and Company Secretary, who shall attend to share transfer formalities at least once in a fortnight.

*Note : Vide SEBI circular No.CIR/MIRSD/8/2012 dated July 05, 2012 the time-line of 30 days for registering the transfer of shares has been reduced to 15 days and it shall come into force w.e.f. October 01, 2012.



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Shareholding Pattern as on March 31,2013

Category code

Category of Shareholder Number of Shareholders

Total number of shares

Number of shares held in dema-terialized form

Total shareholding as a percentage of total

number of shares

Shares Pledged or otherwise encumbered

As a percentage of(A+B)1

As a percentage of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family

3 8591146 8591146 38.18 38.18 6529339 76.00

(b) Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 0 0 0 0.00 0.00 0 0.00

(d) Financial Institutions/ Banks 0 0 0 0.00 0.00 0 0.00

(e) Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

(e-i) 0 0 0 0.00 0.00 0 0.00

(e-ii) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(1) 3 8591146 8591146 38.18 38.18 6529339 76.00

2 Foreign

a Individuals (Non-Residents Individuals/ Foreign Individuals)

b Bodies Corporate 0 0 0 0.00 0.00 0 0.00

c Institutions 0 0 0 0.00 0.00 0 0.00

d Qualified Foreign Investor 0 0 0 0.00 0.00 0 0.00

e Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

e-i 0 0 0 0.00 0.00 0 0.00

e-ii 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

3 8591146 8591146 38.18 38.18 6529339 76.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00

(b) Financial Institutions / Banks 0 0 0 0.00 0.00 0 0.00

(c) Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies 0 0 0 0.00 0.00 0 0.00

(f) Foreign Institutional Investors 1 85000 85000 0.38 0.38 0 0.00

Shareholding Pattern as on March 31,2013

Category code

Category of Shareholder Number of Shareholders

Total number of shares

Number of shares held in dema-terialized form

Total shareholding as a percentage of total

number of shares

Shares Pledged or otherwise encumbered

As a percentage of(A+B)1

As a percentage of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

(h) Qualified Foreign Investor 0 0 0 0.00 0.00 0 0.00

(i) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

(i-ii) 0.00 0.00 0 0.00

Sub-Total (B)(1) 1 85000 85000 0.38 0.38 0 0.00

B 2 Non-institutions

(a) Bodies Corporate 201 9559052 9559052 42.48 42.48 5609453 58.68

(b) Individuals 0.00 0.00

I Individuals -i. Individual shareholders holding nominal share capital up to `1 lakh

1717 842533 842530 3.74 3.74 130883 15.53

II ii. Individual shareholders holding nominal share capital in excess of `1 lakh.

29 2981792 2981792 13.25 13.25 183765 6.16

(c) Qualified Foreign Investor 0 0 0 0.00 0.00 0 0.00

(d) Any Other (specify) 0.00 0.00

(d-i) Clearing Members 73 439582 439582 1.95 1.95 241930 55.03

(d-ii) Non- Residents Indian (Repat) 14 1641 1641 0.07 0.07 0 0.00

(d-iii) Non- Residents Indian (Non Repat)

4 606 606 0.01 0.01 0 0.00

Sub-Total (B)(2) 2038 13825206 13825203 61.44 61.44 6166031 57.32

(B) Total Public Shareholding (B)= (B)(1)+(B)(2)

2039 13910206 13910203 61.82 61.82 6166031 57.32

TOTAL (A)+(B) 2042 22501352 22501349 100.00 100.00 12695370 62.65

(C) Shares held by Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter Group 0.00 0.00

2 Public 0.00

Sub-Total (C ) 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 2042 22501352 22501349 100.00 100.00 12695370 56.42

The Shares of the Company are listed on Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and hence

facilitates liquidity. It is confirmed that the Company has paid Annual Listing Fees for f.y. 2013-2014.



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(xiii) Dematerialisation of Shares and liquidityThe Company has established connectivity with Central Depository Services (India) Limited and National Securities Depository

Limited for dematerialisation of shares and the same are available in electronic segment under ISIN No. INE384L01017.

As on 31stMarch 2013, 22501352 Equity Shares representing 100% of the total paid up capital had been dematerialized.

(xiv) Outstanding GDRs /ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity.Till date, the Company has not issued any GDRs / ADRs /Warrants or any other convertible instruments.

(xv) Plant LocationThe Plant of the Company is situated at:

Khalapur Factory

Plot No. 27 & 29,Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra – 410 222.

Vadodara Factory

S.No. 444 ECPL Road, Luna Village, Tal. Padra, Dist. Vadodara, Gujarat

CODE OF CONDUCT DECLARATION

The Company is committed to conducting business in accordance with the highest standards of business ethics and complying

with applicable laws, rules and regulations. A code of conduct, evolved in line with the industry practices was adopted by the

Board on the recommendations of Audit Committee and all Members of the Board and Senior Management i.e. ‘Key Executives’

have confirmed compliance with the Code of Conduct for the year under review. A copy of the Code has been placed on the

Company’s website www.sudarindustries.com

A declaration signed by Vice Chairman & Managing Director is given below:

“I hereby confirm that:

The Company has obtained from the Members of the Board and Key Executives, (Senior Management Personnel) affirmation

that they have complied with the Code of Conduct for Directors and Senior Management in respect of the financial year 2012-

2013.

For and on behalf of the board of directors


Place: 13/08/2013 VICE CHAIRMAN & MANAGING DIRECTOR

CERTIFICATION BY VICE CHAIRMAN & MANAGING DIRECTORI, Murugan M. Thevar, Vice Chairman & Managing Director of SUDAR INDUSTRIES LIMITED, to the best of my knowledge and

belief, certify that:

1. I have reviewed the balance sheet and profit and loss account and all the schedules and notes on accounts, as well as the

cash flow statements, and the directors' report;

2. Based on my knowledge and information, these statements do not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the statements made;

3. Based on my knowledge and information, the financial statements, and other financial information included in this report,

present in all material respects, a true and fair view of the Company's affairs, the financial condition, results of operations

and cash flows of the Company as of, and for, the periods presented in this report, and are in compliance with the existing

accounting standards and / or applicable laws and regulations;

4. To the best of my knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal

or violative of the Company's code of conduct;

5. I am responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial

reporting for the Company, and i have:

a) designed such disclosure controls and procedures to ensure that material information relating to the Company,

including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to

be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles;

c) Evaluated the effectiveness of the Company's disclosure, controls and procedures; and

d) disclosed in this report any change in the Company's internal control over financial reporting that occurred during

the Company's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the

Company's internal control over financial reporting.



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6. I have disclosed based on my most recent evaluation, wherever applicable, to the Company's auditors and Board of Directors

(and persons performing the equivalent functions):

a) all deficiencies in the design or operation of internal controls, which could adversely affect the Company's ability to

record,process, summarize and report financial data, and have identified for the Company's auditors, any material

weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies;

b) Significant changes in internal controls during the year covered by this report;

c) All significant changes in accounting policies during the year, if any, and that the same have been disclosed in the

notes to the financial statements; and

d) Instances of significant fraud of which we are aware, that involve the Management or other employees who have a

significant role in the Company's internal controls system.

7. In the event of any materially significant misstatements or omissions, I will return to the Company that part of any bonus or

incentive or equity-based compensation, which was inflated on account of such errors, as decided by the audit committee;

8. I affirm that I have provided protection to 'whistleblowers' from unfair termination and other unfair or prejudicial employment

practices; and

9. I further declare that all Board members and senior managerial personnel have affirmed compliance with the code of

conduct for the current year.

For and on behalf of the board of directors


Place: 13/08/2013 VICE CHAIRMAN & MANAGING DIRECTOR

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of

SUDAR INDUSTRIES LIMITED

We have examined the compliance of conditions of Corporate Governance by SUDAR INDUSTRIES LIMITED for the year ended

on March 31, 2013 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited

to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the

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, we certify that the Company

has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

We have to state that in respect of investors’ grievances, no investor grievances are pending for a period exceeding one month

against the Company as per the records maintained by the shareholders/investor’s Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the Management has conducted the affairs of the Company.

For Suresh Hegde & Co., For Mukesh Mehta & Associates

Chartered Accountants Chartered Accountants

CA Suresh Hegde CA Mukesh Mehta

(Proprietor) (Proprietor)

Membership No. 118493 Membership No. 100407

Place: Navi Mumbai

Date: 13.08.2013



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AUDITOR’S REPORTTo The Members of SUDAR INDUSTRIES LIMITED

We have audited the attached Balance Sheet of Sudar Industries Limited as at 31st March 2013, the Profit and Loss Account and also the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with Standards on Auditing issued by The Institute of Chartered Accountants of India. Those Standards require that we compile with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on auditor’s judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness

of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:(i) In so far as it relates to the Balance Sheet, of the state of affairs

of the Company as at 31st March 2013;

(ii) In so far as it relates to the Profit & Loss Account, the profit of the Company for the year ended on that date; and

(iii) In so far as it relates to the cash flow statement, of the cash flow of the Company for the year ended on that date.

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:a) We have obtained all the information and explanations,

which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account, as required by the law, have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956

e) In our opinion, and based on information and explanation given to us, none of Directors are disqualified as on 31st March 2013 from being appointed as Directors in term of section 274(1)(g) of The Companies Act, 1956.

For Mukesh Mehta & Associates For Suresh Hegde and Co.Chartered Accountants Chartered Accountants

CA Mukesh Mehta CA Suresh HegdeMembership No. 100407 Membership No. 118493FRN: 116309W FRN: 125795WPlace: Mumbai Date: 30.05.2013

Financial Section



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Annexure referred to in paragraph 2 of the auditor’s report on the accounts of Sudar Industries Limited, formerly known as Sudar Garments Limited for the year ending 31st March, 2013

ANNEXURE TO AUDITOR’S REPORT

As required by the Companies (Auditor’s report) Order, 2003 issued by the central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

1 In respect of fixed assets: (A) The Company has maintained proper records showing

full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(B) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion the Company has not disposed off any substantial/major part of fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its inventories: (A) As explained to us, the inventory has been physically

verified by the management at regular intervals during the year.

(B) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956:

(A) The Company has not granted any Loans during the year. However, the year end the outstanding balance of loans was `NIL and the maximum amount involved during the year was ̀ 81.68 Lacs. The Company has taken loan from two parties and the year end outstanding is `39.03 Lacs and maximum amount involved is `141.63 Lacs.

(B) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and the other terms and conditions are not

prima-facie prejudicial to the interest of the Company.

(C) In respect of loans taken and granted by the Company, the interest payment & receipt is regular and the principal amount is repayable on demand.

(D) Since the loans taken and granted by the Company are repayable on demand, no question of overdue amounts arises.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal control.

5 In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(A) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

(B) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements, which need to be entered in the registers maintained under section 301 of the Act, have been so entered. Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevalent market price at the relevant time.

6 Based on our audit procedures and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence complying with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under is not applicable.

7 In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8 We have broadly reviewed the books of account and records

For Mukesh Mehta & Associates For Suresh Hegde and Co.Chartered Accountants Chartered Accountants

CA Mukesh Mehta CA Suresh HegdeMembership No. 100407 Membership No. 118493FRN: 116309W FRN: 125795WPlace: Mumbai Date: 30.05.2013

maintained by the Company relating to the manufacture of Shirts, Trousers and others pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records are to be made by a Cost Auditor. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

9 In respect of statutory dues:

(A) According to the information and explanations given to us, the Company was generally regular in depositing dues in respect of Employees Provident Fund, Employees State Insurance Fund, income tax and sales tax and other statutory dues.

(B) According to the records examined by us and the information and explanations given to us, there are no disputed amounts due in respect of income tax, wealth tax, sales tax, excise duty, Employees provident fund, Employee state insurance fund and other statutory dues at the end of the year.

10 The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during current and the immediately preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks and financial institutions.

12 In our opinion and according to information and explanation given to us, no loans and advances have been granted by the

Company on the basis of security by way of pledge of shares, debentures and other security.

13 In our opinion the Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO, 2003 are not applicable to the Company.

14 The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15 The Company has not given Guarantees for the loan taken by others from banks or financial institutions.

16 In our opinion, the term loans have been applied for the purpose for which they were raised.

17 According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

18 The Company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956, during the year.

19 Clause 13 of the order is not applicable, as the Company has not issued any debentures during the year.

20 The Company has not raised money by public issue during the year 2012-2013, except the issuance of 39,54,377 equity shares of `10/- each fully paid on preferential basis along with premium of `55.75 per share for acquisition of Chemical unit at Baroda, Gujarat.

21 In our opinion and according to the information and explanations given to us no fraud on or by the Company have been noticed or reported during the year that causes the financial statements to be materially misstated.



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ParticularsNotes No.

As at 31st March, 2013


I. EQUITY AND LIABILITIES1 SHAREHoLDERS’ FUNDS

(a) Share capital A 22,50,13,520.00 18,54,69,750.00(b) Reserves and surplus B 141,10,38,726.00 93,49,95,303.55

2 Share application money pending allotment - -3 Non-current liabilities

(a) Long-term borrowings C 51,60,57,948.00 40,66,53,419.48(b) Deferred tax liabilities (Net) 0.00 0.0(c) Other Long term liabilities D 3,07,871.00 3,07,871.00

4 Current liabilities(a) Short-term borrowings E 107,81,67,580.00 67,69,73,789.30(b) Trade payables 89,43,87,390.00 16,54,82,159.19(c) Short Term Provision 15,68,20,143.00 0.0

Total 428,17,93,178.00 236,98,82,292.52II. ASSETS

Non-current assets1 (a) Fixed assets F

(i) Tangible assets 113,02,57,533.00 81,09,03,947.02(ii) Capital work-in-progress 4,15,955.00 13,93,28,313.50(b) Non Current Investment G 2,20,51,410.00 2,30,97,109.62(c) Deferred Tax Assets (Net) 22,98,095.00 84,05,009.50

2 Current assets(a) Inventories H 67,59,38,353.00 12,07,32,986.00(b) Trade receivables I 237,26,41,510.00 95,20,54,499.60(c) Cash and cash equivalents J 5,35,95,532.00 14,95,93,317.62(d) Short-term loans and advances K 2,40,46,505.00 16,48,57,180.66

3 Miscellaneous Expenditure to the extent not W-off L 5,48,285.00 9,09,929.00

Total 428,17,93,178.00 236,98,82,292.52

Accounting policies, contingent liabilities and notes as per note M

Balance Sheet as at 31st March, 2013 (` in millions)

As per our report of even date. For and on behalf of the Board

For Mukesh Mehta & Associates For Suresh Hegde and Co. Murugan Thevar Gopi Nair Chartered Accountants Chartered Accountants Managing Director Director

CA Mukesh D Mehta CA Suresh Hegde Mustafa BadamiProprietor Proprietor Company SecretaryMembership No : 100407 Membership No : 118493FRN: 116309W FRN: 125795WPlace: Navi Mumbai Dated: 30/05/2013




ParticularsNotes No.

Year ended 31st March, 2013

Year ended 31st March, 2012

I. Revenue from operations 1 436,75,28,479.00 194,78,44,513.00II. Other income 2 3,26,99,295.00 25,80,337.00III. Total Revenue (I + II) 440,02,27,774.00 195,04,24,850.00IV. Expenses:

Cost of materials consumed 3 405,35,23,769.00 154,59,24,035.46Changes in inventories of finished goods work-in-progress and Stock-in-Trade

4 -488,972,790.00 -2,292,885.00

Employee benefits expenses 5 10,33,40,834.00 1,86,48,637.00Finance costs 6 19,79,20,776.00 10,33,69,405.37Depreciation and amortization expense 11,58,93,608.00 3,43,39,329.99Other expenses 7 3,99,25,958.00 3,42,38,851.75Total expenses 402,16,32,155.00 173,42,27,374.57

V. Profit before exceptional and extraordinary items and tax (III-IV) 37,85,95,619.00 21,61,97,475.43VI. Exceptional items 2,56,631.00 1,60,00,000.00VII. Profit before extraordinary items and tax (V - VI) 37,83,38,988.00 20,01,97,475.43VIII. Extraordinary Items 0.00 0.00IX. Profit before tax (VII- VIII) 37,83,38,988.00 20,01,97,475.43X Tax expense:

(1) Current tax 11,66,45,169.00 5,51,82,299.82(2) Deferred tax -6,106,915.00 -12,193,382.50(3) Previous Year tax 0.00 1,27,299.00

XI Profit (Loss) for the period from continuing operations (VII-VIII) 25,55,86,904.00 15,70,81,259.11XII Profit/(loss) from discontinuing operations 0.00 0.00XIII Tax expense of discontinuing operations 0.00 0.00XIV Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) 0.00 0.00XV Profit (Loss) for the period (XI + XIV) 25,55,86,904.00 15,70,81,259.11XVI Earnings per equity share:

(1) Basic 11.36 8.47(2) Diluted

Accounting policies, contingent liabilities and notes as per schedule 8Note "1" to "7" referred to above form an integral part of the Balance sheet

Profit And Loss Account for the year ended 31st March,2013 (` in millions)



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ParticularsYear ended

31st March, 2013Year ended

31st March, 2012A. CASH FLoW FRoM oPERATING ACTIVITIES

Net profit after tax 25,55,86,904.00 15,70,81,259.11Adjustment for :- Provision for tax 12,27,52,084.00 4,31,16,215.75Depreciation 11,55,31,964.00 3,39,77,685.99Amortisation 3,61,644.00 3,61,644.00Interest paid 19,79,20,776.00 10,33,69,405.37operating profit before working capital changes 69,21,53,372.00 33,79,06,210.22Trade & other receivables -1,420,587,010.00 -621,923,442.60Inventories -555,205,367.00 -12,306,454.00Loans & advances 14,08,10,675.00 26,91,08,459.34Trade payables 72,89,05,231.00 6,20,76,425.37Net cash from operating activities -413,923,099.00 3,48,61,198.33

B. CASH FRoM INVESTING ACTIVITIESPurchases of fixed assets (net) -295,973,191.00 -497,003,278.50Investments made 10,45,699.00 62,92,570.38Miscellaneous expenditure incurred 0.00 0.00Net cash from investing activities -294,927,492.00 -490,710,708.12

C. CASH FRoM FINANCING ACTIVITIES Increase in long term borrowings 10,94,04,528.00 1,52,63,738.48Increase in share capital incl premium 26,00,00,288.00 0.00Increase in short term borrowings 40,11,93,791.00 41,15,77,029.30Increase in short term provisions 4,01,74,974.00 0.00Interest paid -197,920,776.00 -103,369,405.37Net cash from financing activities 61,28,52,805.00 32,34,71,362.41Net increase in cash & cash equivalents (a)+(b)+(c) -95,997,786.00 -132,378,147.38 Opening cash & cash equivalents 149,593,318.00 28,19,71,465.00Cash & cash equivalents as on 31-03-2013 5,35,95,532.00 14,95,93,317.62

Note “1” to “7” referred to above form an integral part of the Balance sheet

Cash Flow Statement for the year ended 31st March,2013 (` in millions) Notes Forming Part Of The Accounts (` in millions)

ParticularsAs at

31st March, 2013As at

31st March, 2012

Note A SHARE CAPITALAuthorised

5,00,00,000 Equity Shares of "`" 10/- each 50,00,00,000.00 25,00,00,000.00

(Previous Year 2,50,00,000 Equity Share of "`" 10/- each)

Issued18546975 Equity Shares of "`" 10/- each 22,50,13,520.00 18,54,69,750.00

(Previous Year 18546975 Equity Share of "`" 10/- each)

Subscribed & Paid up

Equity Shares of "`" 10 each 22,50,13,520.00 18,54,69,750.00


Subscribed but not fully Paid up 22,50,13,520.00 18,54,69,750.00

Equity Shares of "`" 10 each


Total 22,50,13,520.00 18,54,69,750.00

Note B RESERVES & SURPLUSA. Securities Premium Account

Opening Balance 65,85,37,000.00 658,537,000.00

Add : Share Premium for issuance 22,04,56,518.00

Less : Premium Utilised for various reasons

Premium on Redemption of Debentures 0.00 0.00

For Issuing Bonus Shares 0.00 0.00

Closing Balance 87,89,93,518.00 65,85,37,000.00

B. SurplusOpening balance 27,64,58,304.00 119,377,044.44

(+) Net Profit/(Net Loss) For the current year 25,55,86,904.00 157,081,259.11

(+) Transfer from Reserves 0.00 0.00

(-) Proposed Dividends 0.00 0.00

(-) Interim Dividends 0.00 0.00

(-) Transfer to Reserves 0.00 0.00

Closing Balance 53,20,45,208.00 27,64,58,303.55

Total 141,10,38,726.00 93,49,95,303.55

Note C LoNG TERM BoRRoWINGS(a) Term loans

From banks

Bank of Maharashtra 10,05,01,803.00 0.00

(Secured by Land & Building & Plant & Machinery of the Company)

ICICI Bank 0.00 28,640.00

(Secured By Vehicle No MH-06 AN 3099 SKODA)

Union Bank of India 8,61,144.00 12,09,744.00

(Secured By Vehicle No MH-43 AJ 8681 Cheverolet)



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Notes Forming Part Of The Accounts (` in millions)

ParticularsAs at


31st March, 2012

Note E SHoRT TERM BoRRoWINGSSecured

(a) Loans repayable on demand

From banks

Cash Credits

From Bank Of Maharashtra 10,01,94,026.00 0.00

From Shamrao Vithal Co-operative Bank Limited 0.00 6,36,71,332.27

From IDBI Bank 9,94,95,198.00 0.00

From Bank of India WCDL 14,57,14,321.00 15,02,10,249.00

From Bank of India 6,41,64,974.00 0.00

From State Bank of India 2,01,85,752.00 1,90,13,430.00

From State Bank of India 44,73,60,161.00 33,26,65,999.00

From Union Bank of India 2,09,38,830.00 0.00

From Union Bank of India 18,01,14,318.00 7,97,35,581.03

(b) Loans and advances from related parties

from bank

from other parties

107,81,67,580.00 64,52,96,591.30 In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to (a) (b) & (d)1. Period of default 0.00 0.00

2. Amount 0.00 0.00

Unsecured (a) Loans repayable on demand

from banks 0.00 0.00

from other parties 0.00 3,16,77,198.00

0.00 3,16,77,198.00

In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to (a) (b) & (d)1. Period of default 0.00 0.00

2. Amount 0.00 0.00

Total 107,81,67,580.00 67,69,73,789.30


ParticularsAs at


31st March, 2012

Note C LoNG TERM BoRRoWINGS (Contd.)Union Bank of India 8,31,515.00 12,07,922.00

(Secured By Vehicle No MH-43 AJ 8682 Cheverolet)

Term Loan IIBank of India - 003 4,07,89,645.00 0.00

Bank of India - 004 2,15,29,370.00 0.00

State Bank Of India - 31969319550 2,37,48,225.00 27,95,72,137.00

State Bank Of India - 31977427237 22,23,37,014.00 0.00

Union Bank of India - 520 2,69,59,296.00 0.00

Union Bank of India - 521 2,57,733.00 0.00

Union Bank of India - 522 69,64,029.00 4,76,66,606.00

Shamrao Vithal Co-op Bank Ltd 0.00 7,69,68,370.48

(Secured by Land & Building & Plant & Machinery of the Company)

44,47,79,774.00 40,66,53,419.48

In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to (b) (e) & (g)1. Period of default 0.00 0.00

2. Amount 0.00 0.00

Unsecured

(a) Term loans

from banks 0.00 0.00

from other parties 7,12,78,174.00 0.00

7,12,78,174.00 0.00

In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to (b) (e) & (g)1. Period of default 0.00 0.002. Amount 0.00 0.00

Total 51,60,57,948.00 40,66,53,419.48

Note D LoNG TERM PRoVISIoNS(a) Provision for employee benefits

Superannuation (unfunded)

Gratuity (unfunded) 3,07,871.00 3,07,871.00

Leave Encashment (unfunded)

ESOP / ESOS

(b) others (Specify nature)

Total 3,07,871.00 3,07,871.00



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ParticularsAs at


31st March, 2012

Note G NoN CURRENT INVESTMENTS A. Trade Investments

(a) Investment Properties 0.00 0.00

Total (A)

B. other Investments (Refer B below) (a) Investment Properties 0.00 0.00

(b) Investment in Equity instruments 2,00,51,410.00 2,10,97,109.62

(c) Investments in preference shares 0.00 0.00

(d) Investments in Government or Trust securities 0.00

(e) Investments in debentures or bonds

(f) Investments in Mutual Funds 20,00,000.00 20,00,000.00

(g) Investments in partnership firms*

(h) Other non-current investments (National Saving Certificate)

Total (B) 2,20,51,410.00 2,30,97,109.62

Grand Total (A + B) 2,20,51,410.00 2,30,97,109.62Less : Provision for dimunition in the value of Investments 0.00 0.00

Total 2,20,51,410.00 2,30,97,109.62

Note H INVENToRIESa. Raw Materials and components 9,30,77,607.00 2,68,45,030.00

Goods-in transit

b. Work-in-progress 31,84,30,191.00 6,37,44,450.00

Goods-in transit

c. Finished goods 26,44,30,555.00 3,01,43,506.00

Goods-in transit

Total 67,59,38,353.00 12,07,32,986.00

Note I TRADE RECEIVABLESTrade receivables outstanding for a period less than six months from the date they are due for paymentSecured, considered good 237,26,41,510.00 95,20,54,499.60

Unsecured, considered good 0.00 0.00

Unsecured, considered doubtful 0.00 0.00

Less: Provision for doubtful debts

237,26,41,510.00 95,20,54,499.60Trade receivables outstanding for a period exceeding six months from the date they are due for paymentSecured, considered good 0.00 0.00

Unsecured, considered good 0.00 0.00

Unsecured, considered doubtful 0.00 0.00

Less: Provision for doubtful debts

0.00 0.00

Total 237,26,41,510.00 95,20,54,499.60



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ParticularsAs at


31st March, 2012

Note 1 SALESSale of products 436,35,41,011.00 194,78,44,513.00

Sale of services 0.00 0.00

Other operating revenues 39,87,468.00 0.00

Less:

Excise duty 0.00 0.00

Total 436,75,28,479.00 194,78,44,513.00


ParticularsAs at


31st March, 2012

Note I TRADE RECEIVABLES (Contd.)Trade Receivable stated above include debts due by:Directors * 0.00 0.00other officers of the Company * 0.00 0.00Firm in which director is a partner * 0.00 0.00Private Company in which director is a member 0.00 0.00Total 0.00 0.00

Note J CASH AND CASH EQUIVALENTSa. Balances with banks* 5,26,42,239.00 14,92,93,259.87 This includes: Earmarked Balances (eg/- unpaid dividend accounts) Margin money Security against borrowings Guarantees Other Commitments Bank deposits with more than 12 months maturityb. Cheques, drafts on hand 0.00 0.00c. Cash on hand* 9,53,293.00 3,00,057.75d. Others (specify nature) 0.00 0.00Total 5,35,95,532.00 14,95,93,317.62

Note K SHoRT-TERM LoANS AND ADVANCESa. Loans and advances to related parties (refer note 2)” Secured, considered good 0.00 0.00 Unsecured, considered good 0.00 0.00 Doubtful 0.00 0.00 Less: Provision for doubtful loans and advances 0.00 0.00

0.00 0.00b. others (specify nature) Secured, considered good 41,18,333.00 Unsecured, considered good 1,99,28,172.00 16,48,57,180.66 Doubtful Less: Provision for doubtful loans and advances 0.00 0.00

2,40,46,505.00 16,48,57,180.66Total 2,40,46,505.00 16,48,57,180.66

Note L MISCELLANEoUS EXPENDITURE NoT WRITTEN oFFa) IPo Expenses not written offb) Preliminary Expenditure 9,09,929.00 12,71,573.00 Less : - Written off During the Year 3,61,644.00 3,61,644.00 Net Amount 5,48,285.00 9,09,929.00c) Deferred Revenue Expenditure (Brand Development, R & D and Marketing Expenses) Less : - Written off During the Year Total 5,48,285.00 9,09,929.00

Note 2 oTHER INCoMEoTHER INCoME : 21,500.00 3,399.00

Subsidy Received 86,49,406.00 0.00

Exchange Rate difference 1,99,46,293.00 13,500.00

Duty Drawback Recd 37,18,410.00 25,63,438.00

Interest Received 3,63,686.00 0.00

Job-work Charges Received

Total 3,26,99,295.00 25,80,337.00

Note 3 CoST oF MATERIALS CoNSUMEDA) CoST oF RAW AND PACKING MATERIAL CoNSUMED

Opening Stock 2,68,45,030.00 1,68,31,461.00

Add: Purchases 378,26,24,247.00 146,01,44,895.46

380,94,69,277.00 147,69,76,356.46

Less: Sales (At Sale Price) 0.00 0.00

380,94,69,277.00 147,69,76,356.46

Less: Closing Stock 9,30,77,607.00 2,68,45,030.00

Sub total 371,63,91,670.00 145,01,31,326.46

B) MANUFACTURING EXPENSES Labour, Spares & Other Charges 32,71,99,851.00 9,47,84,962.00

Repairs 8,02,819.00 49,137.00

Power, Fuel & Electricity 73,54,951.00 9,58,610.00

Other Manufacturing Expenses. 17,74,478.00 0.00

Sub total 33,71,32,099.00 9,57,92,709.00

Cost of Materials consumed (Grand total) 405,35,23,769.00 154,59,24,035.46

Note 4 CHANGE IN INVENToRIES oF FINISHED GooDS & WoRK-IN-PRoGRESSWork- in- process 6,37,44,450.00 4,21,17,401.00

Finished Goods. 3,01,43,506.00 4,94,77,670.00

9,38,87,956.00 9,15,95,071.00Less: Closing Stock

Work- in- process 31,84,30,191.00 6,37,44,450.00

Finished Goods. 26,44,30,555.00 3,01,43,506.00

58,28,60,746.00 9,38,87,956.00Changes in Inventories -488,972,790.00 -2,292,885.00



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Accounting Policies & Notes on Accounts Notes Forming Part Of The Accounts

ParticularsAs at


31st March, 2012

Note 5 EMPLoYEE BENEFITS EXPENSES Wages, Salaries, Bonus and Other Payments 9,02,34,049.00 1,34,09,341.00Contribution to Provident and Other Funds 6,75,174.00 3,39,407.00Workmen and Staff Welfare Expenses 41,81,611.00 99,889.00Remuneration to Directors 82,50,000.00 48,00,000.00Provision for Gratuity 0.00 0.00Total 10,33,40,834.00 1,86,48,637.00

Note 6 FINANCIAL EXPENSESInterest to Bank 0.00 2,55,11,185.00Interest to Bank on Term Loan 7,58,90,779.00 2,06,31,038.00Interest to Others 69,05,479.00 18,62,714.00Interest on CC 9,98,94,436.00 4,35,16,112.00Finance Charges 1,52,30,082.00 1,18,48,356.37Interest on TDS 0.00 0.00Diff. in interest 0.00 0.00Interest on OD 0.00 0.00Total 19,79,20,776.00 10,33,69,405.37

Note 7 oTHER EXPENSESBills Discounting Charges 88,76,742.00 0.00Rent, Rates & Taxes 17,04,858.00 1,20,000.00Insurance Charges 13,24,043.00 9,22,536.00Payment to Auditors Audit Fees 4,00,000.00 1,50,000.00 Tax Audit Fees 0.00 1,22,500.00 Company Law Matters 0.00 0.00 For Other services 0.00 0.00Professional Charges 1,30,43,946.00 1,95,75,444.43Miscellaneous Expenses 27,69,647.00 23,05,460.00Electricity Charges 1,96,480.00 0.00Commission 22,73,084.00 47,02,778.58Travelling & Conveyance 46,10,002.00 12,66,778.00Printing & Stationery 5,32,831.00 19,53,157.00Telephone, Telex, & Postage 2,66,333.00 1,31,099.00Advertisement 9,10,343.00 11,85,372.74Sales Promotion Expenses 2127886.00 18,03,726.00General Repairs & Maintenance 7,29,836.00 0.00Motor Car Expenses 1,59,927.00 0.00Total 3,99,25,958.00 3,42,38,851.75

1. Basis of Preparation of financial statement: i) The financial statements are prepared under the historical cost convention on accrual basis of accounting in accordance

with the generally accepted principles prevalent in India.

ii) Accounting policies not specifically referred to otherwise are in consonance with prudent accounting principles.

iii) All income and expenditure having material bearing on the financial statement are recognized on an accrual basis.

iv) Use of Estimate: - The presentation of financial statement requires estimates and assumptions to be made that affect the reported amounts

of asset and liabilities on the date of financial statement and the reported amount of revenue and expenses during the relevant period. The estimates are made to the best of management’s ability considering all necessary information. Differences, if any, between actual result and estimate are recognized in the period in which results are ascertained.

2. Statement of significant Accounting policies i) Fixed Assets : - Fixed assets are stated at their original cost (net of CENVAT / Value Added Tax) including freight and other incidental

expenses related to acquisition and installation of the concerned assets less accumulated depreciation and impairment losses if any.

ii) Depreciation : - Depreciation on the fixed assets added/disposed off/ discarded during the year has been provided on WDV Basis at the

rates specified under Companies Act, 1956 with reference to the month of addition/ disposal/discarding.

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal and external factors. An impairment loss is recognized wherever the carrying amount of assets exceeds its recoverable amount. The recoverable amount is the greater of the assets’ net selling price and the value in use. In assessing value in use the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

iii) Inventories: - a. Raw Materials are valued at cost or net, realizable value whichever is lower.

b. Semi Finished Goods (Work in progress) are valued at cost.

c. Finished Goods:

Manufactured goods are valued at cost or net realisable value whichever is lower. Cost includes cost of raw materials used and all the related overhead expenses.

Traded Goods are valued at cost or net realisable value whichever is lower.

Cost is determined by using the First in First out (FIFO) method.

iv) Investments: - Investments that are readily realizable and intended to be held for not more than a year are classified as Current Investments.

All other Investments are classified as Long term Investments. Current Investments are stated at lower of cost and market rate on an individual investment basis. Long term investments are considered “at cost” on individual investment basis, unless there is a decline other than temporary in the value, in which case adequate provision is made against such diminution in the value of investments.

v) Recognition of Income and Expenditure:- Sales are recognized when goods are supplied and are recorded net of rebates, Sales Tax, Expenses are accounted for on

accrual basis and provision is made for all known losses and expenses.

(` in millions)



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vi) Employee Benefits:- Contributions to defined contribution schemes such as provident fund are charged to profit and loss account as incurred.

Gratuity Act is not applicable to the Company, so provision for Gratuity & Leave encashment payable to the employees is not made as the same is accounted on cash basis.

vii) Miscellaneous Expenditure: - Preliminary expenses have been amortized over a period of five years.

viii) Foreign Currency Transaction:- Assets & Liabilities relating to foreign currency transactions remaining unsettled at the end of the year are taken “at the

contracted rates” when covered by Foreign Exchange Contracts. Monetary assets & liabilities relating to foreign currency transactions remaining unsettled at the end of the year are translated at the year end rates. Foreign Exchange transactions (Exports/ Imports) are accounted for at contract rates when covered by foreign exchange contracts or at the prevailing rates on the date of transactions when such transactions are not covered by forward contracts and in such case exchange rate fluctuations are accounted for at the time of realization/ payment.

ix) Taxation :- Provision for current tax is made based on the tax payable under the current provisions of the tax laws applicable in the

jurisdiction where in the income is assessable.

Deferred tax expenses or benefit is recognized on timing differences being the difference between taxable income and accounting income that arises in one period and are capable of reversal in one or more subsequent periods. Deferred Tax assets and liabilities are accounted for, using the tax rates and tax laws applicable as on the Balance Sheet date.

x) Deferred Tax: Deferred Tax is accounted for by computing the tax effect of timing differences, which arise during the year and reversed

in subsequent periods. Deferred Tax assets on accumulated losses and unabsorbed depreciation are recognized only to the extent there is certainty of realization of such asset in future.

Calculation of Deferred Tax is as under:

xi) Borrowing cost: Borrowing cost attribution to acquisition, construction or production or qualified assets are capitalized as part of the cost

of that asset, till the period in which the asset is ready for used. Other borrowing costs are recognized as an expense in the period in which these are incurred.

xii) Use of Estimates The preparation of financial statements in conformity with the generally accepted accounting principles requires estimates

and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known/ materialized.

Accounting Policies & Notes on Accounts Accounting Policies & Notes on Accounts

Particulars


(`)A) Deferred Tax Assets/ (Liabilities) Depreciation as per I.T. Act 13,43,54,326.00 Depreciation as per Companies Act 11,55,31,964.00 (61,06,915.00) Opening Provision 84,05,010.00 Gratuity Disallowed NIL MAT credit available NILTotal NILNet Deferred Tax liabilities/(assets) (A-B) 22,98,095.00

xiii) Cash Flow Statement The Company has prepared the Cash Flow Statement using the Indirect Method in compliance with Accounting Standard

issued by The Institute of Chartered Accountants of India (AS-3).

xiv) Provision, contingent liabilities and contingent assets Provision are recognized when the Company has a present and legal or constructive obligation as a result of past event, it

is problem that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of obligation can be made. Provisions are determined based on test estimated required to settle the obligation at the balance sheet date. Provision are reviewed at each balance sheet date and adjusted to reflect current best estimate. A disclosure for a contingent liability is made when there is possible obligation or a present obligation that may but probably will not require an outflow of resources. When there is possible obligation or present obligation in respect of which like hood of outflow of resource is remote, no provision or disclosure is made.

xv) Contingencies Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty are treated as

contingent and disclosed by way of Notes to Accounts.

1. Secured Loans include: - A. Term loan from Banks: I. ̀ 3425.85 lacs (Previous year 4042.07 lacs) are secured by Primary 1st Pari-passu charge over the entire fixed assets

(movable & immovable) of the Company including charge over factory land (admeasuring 24824 sq. Meters) & building situated at Gut no. 27,29, hissa No.3, Village Madap & Gut No. 30, Hissa no.1, Village Paaud, Taluka: Khalapur, Dist.: Raigad, Mumbai. In favour of Consortium Lenders Banks i.e. State Bank of India, Union of India and Bank of India. During the year Term loans from the Shamrao Vithal Co-Op bank has been takeover by the Bank of India.

II. ̀ 8.61 lacs (Previous year `12.10 lacs) are secured in favour of Union Bank of India on company’s Vehicle(Chevrolets).

III. ̀ 8.32 lacs (Previous year `12.08 lacs) are secured in favour of Union Bank of India on company’s Vehicle(Chevrolets).

IV. ̀ 1005.02 lacs (Previous year NIL) are secured in favour of Bank of Maharashtra on company’s Land & Building & Plant & Machinery of Chemical Division.

B. Cash Credit from Banks: V. ̀ 10781.67 lacs (Previous year 6452.97) are secured by Primary 1st Pari-passu charge over the entire current assets of the

Company in favour of the Consortium Lenders Banks i.e. State Bank of India, Union Bank of India, Bank of India, Bank of Maharashtra and IDBI Bank. During the year Cash Credit facility loans from the Shamrao Vithal Co-Op bank has been takeover by the Bank of India.

2. Sundry Creditors, Sundry Debtors, Loans & Advances have been taken at their book value subject to confirmation and reconciliation.

3. Shareholding of the Company.

Name of Shareholder As at 31st March, 2013


No. of shareholder

No. of Shares held

% of Holding

No. of shareholder

No. of Shares held

% of Holding

PROMOTER AND PROMOTER GROUP HOLDINGIndian Promoters

3 85,91,146 38.18 3 91,05,358 49.09

Total (A) 3 85,91,146 38.18 3 91,05,358 49.09



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Accounting Policies & Notes on Accounts Accounting Policies & Notes on Accounts 3. Shareholding of the Company.(Contd.)

4. Related party disclosures : There is no related parties’ transaction within the meaning of AS 18 during the period.

5. Remuneration paid to Key Management Personnel

6. Loans and Advances are considered good in respect of which company does not hold any security other than the personal guarantee of persons

7. Contingent Liabilities

8. Auditors Remuneration

9. Additional information pursuant to the provisions of Paragraph 3, 4C and 4 D of schedule VI of the companies Act, 1956 Details of Production(Garment Segment)

Name of Shareholder As at 31st March, 2013


No. of shareholder

No. of Shares held

% of Holding

No. of shareholder

No. of Shares held

% of Holding

NoN – PRoMoTER HoLDINGInstitutional Investors Flls 1 85,000 0.38 3 21,80,438 11.76Others Private Corporate Bodies 201 95,59,052 42.48 133 43,88,919 23.66Indian Public 1,745 38,24,325 17.00 1,364 19,08,742 10.29NRIs 18 2,247 0.01 11 1,425 0.00Any other (Clearing Members) 73 4,39,582 1.95 71 9,62,093 5.19Total (B) 2,038 1,39,10,206 61.82 1,582 94,41,617 50.91Grand Total (A)+(B) 2,041 2,25,01,352 100.00 1,585 1,85,46,975 100.00

Particulars 31st March, 2013 31st March, 2012M Murugan Thevar 60.00 36.00Gopi Nair 12.00 12.00Venkatraman G S 10.50 --Total 82.50 48.00

Particulars 31st March, 2013 31st March, 2012Guarantees given by banks -- --Bill discounted -- --

Particulars 31st March, 2013 31st March, 2012Statutory Audit 3.00 1.50Tax Audit 1.00 1.23

Particulars 31st March, 2013 31st March, 2012Units Quantity Units Quantity

Shirt Nos. 3013410 Nos. 2858769Trousers Nos. 934103 Nos. 765698Others (Garment) Nos. 1741171 Nos. 1858245

Details of Production (Chemical Segment)Chemical(Products) Kgs. 166215 Kgs. ---

(` in lakhs)

(` in lakhs)

10. Purchase of major Raw Materials(Garment Segment)

Particulars Unit 31st March, 2013 31st March, 2012Mtrs Quantity Values Quantity Values

Fabrics Mtrs 14238444 2808.58 14858431 14611.68

Purchase of major Raw Materials (Chemical Segment)Chemical(Materials) Kgs. 597450 8439.72 --- ---

(` in lakhs)

11. Finished Goods Stock

Particulars Unit 31st March, 2013 31st March, 2012Mtrs Quantity Values Quantity Values

Shirts Nos. 197733 1182.92 52785 216.62Trousers Nos. 62810 463.53 7150 33.60Others Nos. 68946 524.00 11320 51.21

Finished Goods Stock (Chemical Segment)Chemical(Products) Kgs. 20554 473.85.92 --- ---

(` in lakhs)

Particulars 31st March, 2013 31st March, 2012Profit after Tax in lacs 2555.87 1570.81No. of Equity Shares at the year end 2,25,01,352 185,46,975EPS 11.36 8.47

12. Earnings per Shares (EPS) (` in lakhs)

Description 31st March, 2013 31st March, 2012Profit after Tax in lacs 2555.87 1570.81No. of Equity Shares at the year end 2,25,01,352 185,46,975EPS 11.36 8.47

13. The Company is engaged in the business of manufacture & export of readymade garments and has also acquired the business of manufacture & export of chemicals and other intermediates. Further as per the requirement of AS-17 issued by the Institute of Chartered Accountants of India, the segment reporting for its turnover is as under:

14. The SSI status of the creditors for goods is not known to the Company; hence the information is not given.

15. Previous year figures have been regrouped or rearranged whenever necessary.

Further, all the immovable assets of the Company are situated in India, hence segment reporting for assets is not reportable.

(` in lakhs)

(` in lakhs)






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Balance Sheet Abstract and Company’s General Business Profile Environmental Sustainability

1 REGISTRATIoN DETAILS

Registration No. L18101MH2002PLC134707 State Code 11

Balance Sheet Date 03/31/13

2 CAPITAL RAISED DURING THE YEAR

Public issue Nil Right Issue Nil

Bonus Issue Nil Private Placement 39,543,770.00

3 PoSITIoN oF MoBILISATIoN AND DEPLoYMENT oF FUNDS

Total Liabilities 428,17,93,178.00 Total Assets 428,17,93,178.00

Sources Of Funds Application of Funds

Paid-up Capital 22,50,13,520.00 Net Fixed Assets 113,06,73,488.00

Reserves & Surplus 141,10,38,726.00 Investments 2,20,51,410.00

Secured Loans 152,29,47,354.00 Net Current Assets 207,47,06,496.00

Unsecured Loans 7,12,78,174.00 Miscellaneous Expenditure 5,48,285.00

Deferred Tax Liability 0.00 Deferred Tax Assets 2,298,095.00

4 PERFoRMANCE oF CoMPANY

Turnover 440,02,27,774.00 Total Expenditure 402,16,32,155.00

Profit before Tax 37,83,38,988.00 Profit after Tax 25,55,86,904.00

Earning per Share 11.36 Dividend rate Nil

5 GENERIC NAMES oF PRINCIPAL PRoDUCTS / SERVICE oF CoMPANY (AS PER MoNETARY TERMS)

Item Code No 6105/6/9 and 6205/6/7

Product Description

1. Shirts

2. Trousers

3. Chemicals




Sustainability is one of our core values, and integral to our overall vision in shaping a dream. As a responsible member of the society, we have aligned ourselves with the eco-system and we want to give back to the world what we take. We know we operate in a sector that can have a significant impact on the environment, which means we have an even greater responsibility to make sure we can use resources wisely, and manage our waste and emissions effectively.

As responsible citizens of the country, we cannot alienate ourselves with the eco system and we in order to protect the earth’s natural resources make all endeavours by use of the resources in the most effective manner. Our business relies on sustainable growth and we rely on the Earth’s natural resources extensively and we as a corporate remains committal and harness all our efforts to make a positive impact on environment management.

Our facilities are the first and among the few garment facilities in India. Our green policies have earned us the reputation of being a pioneer in Environment Management Systems and have won appreciation from various client approvals and quality Awards. Even for the chemical business, we remain committed to the environment.



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Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

I hereby record my presence at the 12th ANNUAL GENERAL MEETING of the Company at Plot No. 27 & 29, Village : Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra :410 222 at on Friday, September 27, 2013 at 11.00 A.M.

Full name of the Shareholder Signature(In block Capital)

Folio No ________________/ DP ID No* _______________ & Client ID No.* __________________ *Applicable of members holding shares in electronic form.

Full name of Proxy Signature(In block capitals)

Note: Shareholders/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting.

SUDAR INDUSTRIES LIMITEDRegd. office: Plot No. 27 & 29, Village, Paud, Mazgaon Road,

Khalapur Taluka, Raigad District, Maharashtra :410 222

ATTENDANCE SLIP

I/We ______________________ of ______________, in the city / district of ____________________ being a Member/Members of

the above named Company, hereby appoint ___________________ of _________________ in the city/district of ___________ or

failing him _____________________ of _______________ in the city/district of______________________ as my/our Proxy to attend

and vote for me/us and on my/our behalf at the 12th ANNUAL GENERAL MEETING of the Company at Plot No. 27 & 29, Village :

Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra :410 222 on Friday, September 27, 2013 at 11.00 A.M. and

at any adjourned thereof.

Signed this _______________________________ day of __________ 2013

Folio No.:______________/ DP ID No*. ______________ & Client ID No.* ________________ *Applicable of members holding shares in electronic form.

No. of Shares ____________________

This form is to be used @ in favour of the resolution. Unless otherwise instructed, the Proxy will act as he thinks fit @ against @ Strike out whichever is not desired

Note: (i) The Proxy must be returned so as to reach the Registered Office of the Company at Plot No. 27 & 29, Village : Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra :410 222, not less than FORTY – EIGHT HOURS before the time for holding the aforesaid meeting.(ii) Those members who have multiple folios with different joint holders may use copies of this Attendance Slip/Proxy.

SUDAR INDUSTRIES LIMITEDRegd. office: Plot No. 27 & 29, Village, Paud, Mazgaon Road,

Khalapur Taluka, Raigad District, Maharashtra :410 222

PRoXY

Please Affix Re.1

Revenue Stamp

________________________ ________________________



A [email protected]

Sudar InduStrIeS Ltd12th annual report 2012-13

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