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Sudarshan Chemical Industries Ltd.
BSE CODE: 506655   |   NSE CODE: SUDARSCHEM   |   ISIN CODE : INE659A01023   |   02-May-2024 12:04 Hrs IST
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March 2015

DIRECTORS' REPORT TO THE SHAREHOLDERS - 2014-15  

1. Your Directors are pleased to present the 64th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

2. THE YEAR IN RETROSPECT:

(A) SALES:

Total Revenue from operations for the year ended 31st March, 2015 aggregated to Rs. 11,113 million as against Rs. 10,314 million achieved during the previous year. Profit after tax for the year ended 31st March, 2015 was Rs.424 million as against Rs. 344 million earned during the previous year.

Pigment sales increased from Rs. 9,125 million in the previous year to Rs. 9,578 million in the year under review. Profits for the Pigment Division for the year under review amounted to Rs. 1,167 million as compared to Rs. 1,058 million of the previous year.

Agro Sales for the year ended 31st March, 2015 amounted to Rs. 1,155 million as against Rs. 1,100 million achieved during the previous year. Profits for the Agro Division for the year under review amounted to Rs. 77 million, which when compared, remained the same as in the previous year.

The results of the Company for the year under review viewed in the background of adverse macro economic conditions and negative business sentiments are nevertheless considered satisfactory.

(B) EXPORTS:

The Company's overseas subsidiaries in Netherlands and North America set up with the objective of marketing and selling Pigments continue to record improved performance. Revenue from pigment exports for the year ended 31st March, 2015 amounted to Rs. 4,602 million as against Rs. 4,380 million for the previous year. 

3. SUB DIVISION OF EQUITY SHARES AND ISSUE OF BONUS SHARES:

As a means to reward its Members, the Board of Directors in its meeting held on 9th August, 2014 recommended the sub division of Equity Shares of the Company from Rs. 10 each to Rs. 2 each along with issue of Bonus Shares in the ratio of 1:1. Post sub division of the equity shares and issue of bonus shares, the paid-up capital has increased to Rs. 138,454,500 consisting of 69,227,250 equity shares of Rs. 2 each.

4. DIVIDEND:

Considering the overall performance of the Company, the Directors recommend, subject to approval of the Members, a dividend of Rs. 1.75 per share on a face value of Rs. 2 (87.50 % ) for the year ended 31st March, 2015. The total outgo on account of dividend @ 87.50% and dividend distribution tax @ 20.36% will be Rs. 145.81 million for the year under review.

The dividend will be paid to Members whose names appear in the Register of Members as on 14th August, 2015 and in respect of shares held in dematerialized form, it will be paid to Members whose names are furnished by the National Securities Depository Limited and Central Depository (Services) India Limited, as beneficial owners as on that date.

5. FIXED DEPOSITS:

Your Company has accepted Fixed Deposits from Members and Public deposits after complying with relevant provisions of the Companies Act, 2013 . All prior deposits accepted from Members and Public under the erstwhile provisions of the Companies Act , 1956 have been repaid before the statutory deadline of 31st March, 2015.For more information on Deposits , please refer to the Annexure I of the Directors Report.

6. NEW BUSINESS OPPORTUNITIES :

(A) PURCHASE OF INDUSTRIAL MIXING SOLUTIONS BUSINESS OF RATHI VESSELS AND SYSTEMS PRIVATE LIMITED

Members may be aware that the Company has been using Mixers since inception for mixing of various Pigment preparations. These Mixers were sourced from Rathi Mixers Private Limited and thereafter from Rathi Vessels and Systems Private Limited. Considering the fact that there is synergy in terms of managerial resources, common customers and good potential of scale up, the Board of Directors have given their consent to purchase the Industrial Mixing Solutions Business of Rathi Vessels and Systems Private Limited. The purchase is effective from 1st October, 2014 and the transaction was completed on 30th March, 2015. Presently, the business integration process is going on and barring unforeseen circumstances, the expected benefits will be reflected in the results of the ensuing years.

(B) PURCHASE OF SHARES CONSISTING OF THE ENTIRE PAID UP SHARE CAPITAL OF RIECO INDUSTRIES LIMITED :

RIECO Industries Limited is, among others, into the manufacturing of size reduction equipments, pollution control equipment. Considering the fact that there is synergy in terms of managerial resources and good potential of scale up, the Board of Directors based on an assessment of the business potential of RIECO Industries Limited, have given their consent to purchase shares consisting of the entire paid-up share capital of the Company. The transaction was closed on 10th February, 2015, effectively making RIECO Industries Limited a Wholly-Owned Subsidiary of the Company.

It is expected that the strategic purchases or investments made by the Company will enhance stakeholders' value in the long run.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134 of the Companies Act, 2013 the Directors based on the representation received from the management, confirm that:

(i) in the preparation of accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year and of the Statement of Profit and Loss of the Company for that period; 

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the Annual Accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. CORPORATE GOVERNANCE:

Your Company is committed to maintain high standards of Corporate Governance keeping in mind the requirements and the aspirations of various stakeholders. It is the endeavour of the Board of Directors and the executive management of your Company to ensure that actions are always based on principles of responsible corporate management. The Board of Directors is pleased to inform its Members that it has complied with the mandatory requirements of corporate governance set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance , duly certified by the Statutory Auditors of the Company B.K. Khare & Co., Chartered Accountants, Mumbai is appearing separately in the Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis covering a wide range of issues relating to industry trends, Company Performance, Business and Operations is given separately in the Annual Report.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements made with related parties pursuant to Section 188 is covered in notes to the Financial Statements and material contracts / arrangements made with related parties is given in Form AOC-2 which is attached as Annexure VI to this report. All related party transactions entered into during the Financial Year 2014-15 were in the ordinary course of business of the Company and on arm's length basis. Further all such transactions were scrutinized by the Audit Committee to ensure that they are in the overall interests of the Company. The above contracts and arrangements also includes transactions of Non Executive Directors with the Company.

The policy on related party transactions as approved by the Board of Directors can be accessed from the Company's website -www.sudarshan.com

11. CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies Act, 2013, all companies having a net worth of Rs. 500 Crore or more, or a turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any Financial Year will be required to constitute a Corporate Social Responsibility Committee ('CSR Committee') of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director.

Accordingly, Board has constituted a CSR Committee comprising Mrs. Rati F.Forbes, Independent Director as the Chairperson with Mr.P.R.Rathi and Mr.R.B.Rathi, Directors as its Members. The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company. The CSR Committee has adopted a policy that intends to :

- Strive for economic development that positively impacts the society;

- Be responsible for the corporation's actions and encourage a positive impact through its activities on the environment, communities and stakeholders.

Corporate Social Responsibility ('CSR') activities as per the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014, can be undertaken by the Company through a registered trust or a registered society. The Company has, accordingly, set up Sudarshan CSR Foundation ('the Foundation') as a non-profit company and the same has been incorporated on 3rd March, 2015. The Foundation will work closely with and support the Board of Directors and the Committee in CSR activities. The Foundation will assist the CSR Committee in identifying the areas of CSR activities, programs and execution of initiatives as per pre-defined guidelines. The Foundation will also assist the Board of Directors and the CSR Committee in reporting progress of deployed initiatives and in making appropriate disclosures (internal / external) on a periodic basis.

The CSR activities of the Company are largely in accordance with Schedule VII to the Companies Act, 2013. All CSR activities of the Company are carried out under the aegis of "SUDHA" (Sudarshan's Holistic Aspiration). As a responsible corporate citizen, the Company continues its efforts to meet the Environmental, Health & Safety expectations of society at large.

The Company's grand vision is "Growing together" with all its stakeholders in a manner that is Spiritually fulfilling, Socially just and Environmentally sustainable. SUDHA contributes to this vision by ensuring that all its initiatives are driven with this perspective in mind. SUDHA's vision is 'Aspiring wholesome sustainable growth for women and children of communities around the Company's plants' and Mission is 'Reach out to communities by engaging in projects related to Livelihood, Health, Education & Community Development'.

SUDHA was envisaged as a movement to involve the company and the community in which it operates to create better living standards and safeguard the environment. As a part of Corporate Sustainability, SUDHA has been engaged in various social projects, embracing the people that live in the vicinity of its manufacturing and other facilities.

Various projects that SUDHA is working on are Livelihood project where Paper Bag project is the Flagship project. Approximately 150 ladies are directly associated with this project and are earning a livelihood of Rs. 2,000 to Rs. 3,000 per month on an average. SUDHA is also working on vocational enhancing skill projects like Stitching and Paper craft. Health being a very important aspect, SUDHA is also working on improving the health of village ladies. Initiatives taken during the last year include setting up Health check up camps, follow ups for 554 ladies and medication given to the ladies for low HB.

Education and Environment focus is another important area where SUDHA has been involved. Through all these initiatives, SUDHA has touched the lives of thousands of people around the Company's facilities.

Out of the total entitlement of Rs.87.69 Lacs which the Company was required to spend for designated CSR activities as mandated under Section 135 of the Companies Act, 2013, the Company could spend an amount of Rs.52.67 Lacs. Prime reason for the shortfall in CSR spending were delays in identifying and finalising tie -ups with NGOs for discharging the CSR Obligations. The balance unspent CSR amount of Rs. 35.02 Lacs is being carried over and will be spent on CSR activities in the current year.

The Corporate Sustainability Policy and Annual Report on CSR activities are annexed as Annexure IV to this report.

12. RISK MANAGEMENT:

Risks are events, situations or circumstances which may negatively impact the Company's business. The Company is adopting a formal approach to risk management in such a way that key risks are managed within a unitary framework.

In a dynamic and volatile environment, all companies face uncertainty, and the challenge for your Company is to determine how much uncertainty to accept as it strives to grow stakeholder value. The Board of Directors on the recommendation of the Risk Management Committee has approved a Risk Management Policy providing guidelines to effectively identify and deal with risks contributing to uncertainty, balancing risk and opportunity and enhancing the capacity to build stakeholders' value.

The Risk Management Committee has identified specific risks which may critically impact the operations of the Company and has recommended suitable measures to counter them so that the impact is minimized. The Company also has insurance policies in place to reduce adverse impact of any untoward incidents which are critical in nature.

13. REMUNERATION POLICY:

The Remuneration policy of the Company covering the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided separately as Annexure III.

14. SUCCESSION POLICY:

The Company has a Succession Policy approved by the Board of Directors with the main objective to ensure the orderly identification and selection of new Directors, Working Directors or Senior Management in the event of any vacancy, whether such vacancy exists by reason of an anticipated retirement, re-organization, unanticipated departure, the expansion of the size of the Company, or otherwise. For full details, members are requested to refer to the Company's web site www.sudarshan.com

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and Article 116 of the Articles of Association of the Company, 

Mr. K.L.Rathi, Director will retire at the 64th Annual General Meeting and will be eligible for reappointment. The Board of Directors recommend the reappointment of Mr. K.L.Rathi, as a Director of the Company. Further Mr. K.L.Rathi has expressed his desire to step down as Chairman at the conclusion of the ensuing 64th Annual General Meeting. The Board of Directors record its appreciation for the services rendered by Mr. K.L.Rathi as Chairman of the Board of Directors.

Mr. Naresh T. Raisinghani has joined the Board of Directors of the Company w.e.f. 13th February, 2015 as a Non-Independent Director and holds office upto the conclusion of the ensuing 64th Annual General Meeting. A brief profile of Mr. Naresh T. Raisinghani is detailed in the Report of Corporate Governance as also in the Notice of the 64th Annual General Meeting. Members are requested to consider appointing Mr. Naresh T. Raisinghani as a Non-Independent Director. The Board of Directors recommend his appointment as a Non-Independent Director.

Mrs. Shubhalakshmi A. Panse was co-opted as an Independent Director of the Company w.e.f. 27th May, 2015 and holds office upto the conclusion of the ensuing 64th Annual General Meeting. A brief profile of Mrs. Shubhalakshmi A. Panse is detailed in the Report of Corporate Governance as also in the Notice of the 64th Annual General Meeting. Members are requested to consider appointing Mrs. Shubhalaxmi A. Panse as an Independent Director for a period of 5 years. The Board of Directors recommend her appointment as an Independent Director.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following are Key Managerial Personnel:

a. Mr. P.R. Rathi, Vice Chairman and Managing Director

b. Mr. R.B. Rathi, Dy. Managing Director

c. Mr. V.V. Thakur, Dy. General Manager (Acting CFO)

d. Mr. P.S. Raghavan, Company Secretary Declaration by an Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Annual Evaluation of Board of Directors, its Committees and Individual Directors

The Nomination and Remuneration Committee has devised a criteria for performance evaluation of independent directors, Board, Committees of the Board of Directors and other individual directors which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors have carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board of Directors. The performance evaluation of the Independent directors was carried out by the entire Board of Directors.

At a separate meeting of the Independent directors, the performance evaluation of the Chairman, Non-independent directors and the Board of Directors was carried out by the Independent directors who also reviewed the adequacy and flow of information to the Board of Directors. The Directors expressed their satisfaction with the evaluation process.

The policies of Board diversity and performance evaluation of Directors of the Company can be accessed from the Company's website www.sudarshan.com

16. GREEN INITIATIVE:

Members are aware that the Company had started a sustainability initiative with the aim of going green and minimizing impact on the environment. Like the previous year, Electronic copies of the Annual Report 2014-15 and Notice of the 64th AGM are being sent to all Members whose email addresses are registered with the Company / Depository Participant(s). For Members who have not registered their email addresses, physical copies of the Annual Report 2014-15 and the Notice of the 64th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary. 

The Company is providing remote e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2015. The instructions for remote e-voting is provided in the Notice of the AGM.

17. INDUSTRIAL RELATIONS:

Industrial relations continue to remain cordial at Roha and Mahad plants, GHO Pune and at R & D Laboratory situated at Ambadvet (Sutarwadi), Dist. Pune. The Board of Directors record its appreciation of the commitment and support of employees at all levels.

18. HUMAN RESOURCES :

During the year under review several human capital enhancing measures were undertaken:

• In order to improve the productivity and ability of the organization to meet future challenges, a manpower restructuring and organization structure augmentation project was initiated and successfully completed. The process started with a scientific study with support by a professional partner using various methodologies to arrive at the right size and skills required. The surplus manpower thus identified were either out placed with a professionally designed outplacement programme or were allowed to separate with best in industry severance packages.

• Communication of Company performance and objectives to employees at all levels by the top management has become a culture at the Company with SUDA CONNECT being celebrated for the second year in succession. The event also provided an opportunity to reward exemplary performances at individual level based on meritocracy. Employees with long services in the Company were also felicitated during this occasion. The culture of transparency was demonstrated through a question answer session where employee questions were responded by leadership team of the Company. Employees demonstrated their talents through a cultural programme where the organisation's new Mission and Values were launched. The meet established a perfect blend of communication and celebrations.

• The Performance Management System got a shot in the arm with the introduction of cloud based IT system which is SAP based.

• All the Human Resource processes and initiatives launched in the last three years are being reinforced and strengthened. As an endorsement of these efforts, the company received two accolades at "World HRD Congress 2015" as described below:

1. "Organisations with Innovative HR Practices" for our Spiritually Fulfilling Life at Sudarshan initiative;

2. "Best Leadership Development Programme for Middle management" for our Wholesome Leadership Development Program (WLDP) initiative

These global awards have reinforced our belief of realizing Company's vision of becoming one among the top four pigment producers in the World.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has formulated an induction programme designed to acclimatize new Directors joining the Board of Directors of the Company. Further, the Company also has an ongoing programme where Directors in the course of meetings of the Board of Directors are given information about the operations / functional areas of the Company, business model as also developments in legal and regulatory areas which impact the working of the Company so as to enable them to discharge their roles, rights and responsibilities in the Company effectively.

Members are requested to refer to the website of the Company www.sudarshan.com for more details about the familiarization program.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has a Policy for prevention, prohibition and redressal of sexual harassment at work place and also has constituted an Internal Committee. No cases of sexual harassment have been reported during the year under review. 

21. AUDITORS:

B.K. Khare & Co., Statutory Auditors of the Company are due to retire at the ensuing 64th Annual General Meeting and are eligible for reappointment. Members are requested to consider reappointing them and to authorise the Board of Directors to fix their remuneration.

22. COST AUDITOR:

The Board of Directors, in pursuance of an order issued under Section 148 of the Companies Act, 2013, issued by the Central Government, have appointed Parkhi Limaye & Co., Cost Accountants, Pune as Cost Auditors to audit the Pigment Products and Insecticides Products cost records maintained by the Company for the year under review.

23. SECRETARIAL AUDITOR:

The Board of Directors had appointed Mr. Rajesh Karunakaran, Practicing Company Secretary, to conduct Secretarial Audit for the year under review.

The Secretarial Audit Report issued by Mr. Rajesh Karunakaran, Practicing Company Secretary for the year ended 31st March, 2015 as required under Section 204 of the Companies Act, 2013 and Rules thereunder appears as Annexure VIII to the Directors' Report. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark.

24. ENVIRONMENT, HEALTH, SAFETY (EHS) AND POLLUTION:

Environment, Health and Safety continues to be a major focus area for our Company in all its operations across the organization. As in earlier years, the Company maintains "Zero lost time accident at the workplace" as its long term strategic goal. There was no reportable accident during the year across the organization. There was also no occupational health illness cases or major emergencies across the Organization. This has been achieved through highest commitment from the top management, supported by all levels of workforce across the Organization. Behaviour Based Safety, Safety training, Process Safety Management, Hazard Identification and Rectification Near mis identification & analysis and Contractor Safety were the key focus areas. During the year in all the sites model "EHS" systems and practices were implemented by instilling various global safety practices including HAZOP, Risk Assessment, Layer of Protection Analysis (LOPA), Process Safety Management, Visual management, pre-start-up reviews and rigorous training to employees and contract workers. To showcase our good work to all our internal as well as external stake holders we have started "EHS Magazine" and published first Edition of our quarterly Magazine this year with a strong belief that facing the challenges together yield better and sustainable results.

During the year, the Company continued to focus on Environment management by further strengthening the effluent treatment facility at Roha and Mahad. The Company is in the process of exploring few more technologies in effluent treatment to further strengthen the Pollution abatement Plan.

Utility management and energy conservation initiatives have been given renewed focus in all manufacturing units. This has helped in improving the "Greening Index" of the Company.

All units of our Company are certified for OHSAS-18001 and ISO-14001,and awarded rating of five star from British Safety Council. Standards are regularly reviewed at various levels and systems aligned with the Company's Process Management. As a strategic long term goal we have planned to implement ''Responsible Care initiatives'' and preparing for certification audits in year 2015-16.

Product stewardship, transportation and warehouse safety continued to be strengthened by providing resources, standardization to match benchmark practices, training to drivers and warehouse workers for safe transportation, storage and loading / unloading and emergency plan for road accidents. As part of the same, Company has become member of NICER GLOBE a ICC initiative in coordination with major chemical industries.

The Company's efforts and performance in the area of "EHS" have been recognized across the manufacturing units, through receipt of several awards. These awards include :

• National Safety Council - Maharashtra Chapter Safety Award for Roha unit.

• DMAI Award for Excellent Performance in the field of Pollution Control by a Large Scale Unit.

• DMAI Second for Excellent Performance in the field of Safety & Hazards Control by a Large Scale Unit.

• "Certificate of Appreciation" from National Safety Council in Nation Safety Award in manufacturing sector: "Group B". 

25. RESEARCH AND DEVELOPMENT :

The Company recognizes the need to have well equipped R & D Facilities to meet customer requirements and developing cutting edge products. Members are aware that the Company has spruced up its R & D facilities at Ambadvet (Sutarwadi), Pune and Roha, Dist. Raigad. The Company has spent approx. Rs. 177 million during the year under report on research and development .The Ministry of Science and Technology, New Delhi, on behalf of Government of India vide letter dated 2nd April, 2012 has recognized our in house R & D facilities for a period of 4 years i.e. upto 31st March, 2016.

26. DISCLOSURES:

Annual Accounts of Subsidiary Companies:

The Annual Accounts of the Subsidiary Companies for the year ended 31st March, 2015 will be made available to any shareholder of the Company on request and will also be available for inspection at the Registered Office of the Company during working hours till the date of the Annual General Meeting. The Annual Accounts of the aforesaid subsidiary companies and the related information will also be made available to the investors seeking such information at any point of time. The salient features of Financial Statements of Subsidiary Companies is given in Annexure VII of this report.

The Company as of now does not have a material subsidiary . In conformity with the provisions of Clause 49 of the Listing Agreement, the Board has formulated a policy for determining "material subsidiaries". Members are requested to refer to the website of the Company www.sudarshan.com for more details.

Consolidated Financial Statements:

In accordance with the requirements of Accounting Standard (AS) 21, the Consolidated Financial Statements of the Company and its subsidiaries is provided separately and forms part of the Annual Report .

Vigil Mechanism / Whistle Blower Policy:

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established. The policy on vigil mechanism and whistle blower policy can be accessed from the Company's website www.sudarshan.com

Annual Return:

The extract of the Annual Return of the Company in Form No. MGT - 9 as on 31st March, 2015 as prescribed under Companies (Management & Administration) Rules, 2014 is given in Annexure V to this report.

Meetings of the Board:

During the Financial Year 2014-15, five Board Meetings were held, the details of which are covered under the Corporate Governance Report .

Particulars of loans, guarantees or investments under Section 186:

The particulars of loans advanced, guarantees given or investments made under Section 186 form part of the notes to Financial Statements provided in the Annual Report. All such Loans, guarantees or investments made during the Financial Year 2014-15 were in the ordinary course of business and comply with arm's length principle.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report.

Particulars of Employees and Related Disclosures:

The requisite information pursuant to Section 197(12) and Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with regard to the details of employees drawing remuneration of Rs. 0.5 million per month or Rs. 6.0 million per annum is attached as Annexure II to this report.

Significant and Material Orders passed by the Regulators or Courts:

There are no significant material orders passed by the regulators or courts which would impact the going concern status of the Company and its future operations. 

27. RECOGNITION:

The Board of Directors is pleased to announce that the Company has received the following awards during the year under review :

1. Dyestuffs Manufacturers' Association of India (DMAI) award for the Financial Year 2013- 2014 for -

1. Excellent performance in pollution control for large Scale Unit

2. Excellent performance in Safety & Hazards control (Second Award for large scale unit )

3. Excellent performance in exports of Pigments (Award for large scale Unit)

These awards signify Company's commitment towards Environment, Health, Safety and significant contribution in Exports.

2. WORLD HRD Congress for -

1. "Organisations with Innovative HR Practices" for spiritually fulfilling life @Sudarshan.

2. "Best Leadership Development Programme for Middle management" for initiatives with regard to Wholesome Leadership Development Program.

28. OUTLOOK FOR THE FUTURE:

The Financial Year 2015-16 is expected to be another challenging year. Indications are that the global economy will grow as compared to the previous Year. With the changed political scenario and promising signs of revival in demand and growth, the Indian Economy is expected to do better. The Company's overseas subsidiaries in Netherlands and North America are fully geared up and will play a major role in achieving quantum growth in Sales and Profitability.

The Company aims to closely associate with its Customers and increase operational and technical excellence, while pruning costs. Research and Development will also play a bigger role in improving the competitiveness through innovations.

Agro Chemicals Division is also expected to do well. However, much depends on the monsoon which has played truant in the past.

Barring any unforeseen circumstances, the current year's prospects look favourable.

29. APPRECIATION:

Your Directors place on record their gratitude to Bank of Maharashtra, State Bank of India, Bank of Baroda, ICICI Bank Limited, HDFC Bank Limited, HSBC Limited and Export Import Bank of India for their co-operation and assistance. Your Directors also place on record their appreciation of the services rendered by BMGI and Pragati Leadership. The Board is also grateful to the Members, Customers, Suppliers, Business Associates and Employees of the Company for their continued co-operation and support. 

For and on behalf of the Board of Directors

For SUDARSHAN CHEMICAL INDUSTRIES LIMITED 

K.L.RATHI

CHAIRMAN 

Pune : 27th May, 2015