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SUDAR INDUSTRIES L IMITED

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ANNUAL REPORT 2013-14

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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 AND

STRENGTHENED PROCESSES. IN SHORT, WE BUILT AN

ORGANISATION FROM SCRATCH.

Having achieved all this, we must begin a new era 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.


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Profile of Sudar

Forward looking statement

Vision and Mission Statement

Corporate Information

Key performance indicators

Directors of the company

Management team

Address by the Managing Director

Address by the Chairman

Address by Deepak Shenoy

Address by M.G. Subramaniam

Notice

Directors Report

Management Discussion and analysis

Risk Management / SWOT Analysis

Corporate Performance Review

Corporate Governance Report

Certification by Vice Chairman and MD

Financial Section

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08

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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 bus inesses

SIL 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

SIL commenced its journey in 1992 under the stewardship of Mr. Murugan Muthiah Thevar.

Gradually, Sudar grew into a multi-unit apparel manufacturing organization, thereafter public

company and has now emerged as one of the largest in its segment.

WHY DID WE BUY CHEMICAL BUSINESS


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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 62% approximately to our topline and the chemicals and intermediate business

(specialty chemicals) account for the remaining 38%. For the financial year 2013-14, we envisage to

increase the chemical business by 294%. 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

WHY DID WE BUY CHEMICAL BUSINESS


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India

Dubai

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Singapore

London


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In this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements – written and oral –that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to r i sks , uncerta in t ies and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

FORWARD LOOKING STATEMENT


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WE BELIEVE IN THE PRODUCT STRATEGY WITH THE MANTRA HOW TO STAY FOCUSSED WHILE EXPANDING VERTICALLY.

PLANNED CHANGE INITIATES GROWTH, IMPLEMENTED METICULOUSLY WHICH WILL STAND THE TEST OF TIME AS WELL AS SUSTAIN THE GROWTH.

Corporations accelerate growth by managing the change, moving the trajectory, and generating value added solutions to customers.

SUDAR INDUSTRIES LIMITED (SIL) is authoring a paradigm shift in its future level of operations. A period of exponential

growth has been engineered, driven on the back of a multi-layer strategy. While simultaneous changes are being made,

it is yet being seamlessly done, without either disturbing the existing business verticals or the delivery schedules to the

customers.

What’s the Company upto upgrading the manufacturing facilities.

Effecting production efficiencies.

Adding commercially strong product lines.

Establishing backward and forward integration.

Work having started in the previous year, all these are going live in 2015. Add to that, there is Improvement in raw material sourcing. The facilities are being made regulatory compliant.

Marketing tie-ups being made in quality conscious developed markets.

The objective is simple. Power pack the Company and guarantee a future that will make SIL a significant world player.

The present change is so enormous - SIL of yesterday cannot be extrapolated to assess the SIL of tomorrow. The

Company is getting fast tracked.

It is Evolution in Progress

The principles of SIL’s environmental agenda comprise the following:

For waste elimination: The Company minimizes waste through the use of superior technology and maximize utilization of byproducts.

Purchase of equipment: The Company purchases cutting-edge equipment (replacing legacy equipment wherever possible) with the lowest material consumption norms.

Complete utilization: The Company maximizes the effective use of equipment with the basic objective to reduce consumption.

The key initiatives of the company’s environmental agenda comprise the following:

Energy and climate change: SIL continues to actively reduce greenhouse gas emissions by increasing the energy efficiency and implementing clean energy projects, which make good business and environmental sense. The Company is committed to procure and use energy in an efficient, cost-effective and environmentally responsible way.

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SIL’s aim is to improve energy efficiencies across each business by at least 10 percent, use renewable energy technology where it makes business and environmental sense and focus on reducing emissions by ‘greening our fleet’.

Greener processes: SIL intends to minimize the impact of its products from discovery through to use and disposal. As part of this, the Company finds innovative ways to reduce the waste generated and capitalize on recycling opportunities. The Company explores innovative ways to minimize its impact on the environment during the manufacturing activities.. The company leverages the ‘Green Chemistry’ program to advance scientific innovation – our core strength – to develop processes more sustainable, environmentally sound and cost-effective. Through our ‘Green Chemistry’ initiative based around the tenets, Paul Anastas and John Warner's ‘12 Principles of Green Chemistry’, we promote the use of environmentally safe chemicals, eliminating waste and conserving energy. The Company’s aim is to proactively integrate ‘Green Chemistry’ into research and development, retroactively integrate ‘Green Chemistry’ into products wherever feasible, reduce the use of undesirable solvents in research, development and manufacturing phases, and educate scientists and engineers about ‘Green Chemistry’ so that it becomes intrinsic to the way they work. Greener workplace: The commercial office, manufacturing site and R&D facility minimize impact on the environment. Through ‘Greener Workplace’ platform, the Company strives for continuous improvement to maximize efficiency of operations and improve environmental performance. The Company is committed to designing and constructing ‘greener’ buildings that conserve energy and natural resources and help occupants engage in ‘greener’ lifestyle. The Company’s aim is to minimize any adverse environmental impact across all facilities, apply engineering and sustainability innovations towards building management and construction, promote the best alternatives to standard building materials and office interiors that support healthier, more eco-friendly business and conserve natural resources and reduce energy use. The Company continues to assess the global water footprint, decrease water use and reuse water following recycling, wherever possible.

Climate change: SIL has long recognized the risks posed by global climate change, such as catastrophic weather events and potential adverse impacts on human health. We believe the corporates, government and the public all have a responsibility to address this evolving challenge. Business Leadership Platform’ and reduce our GHG emissions by setting public goals and internal targets.

Consumption: SIL is dedicated to collaborating across the supply chain to reduce the environmental footprint of its packaging throughout its lifecycle. The Company’s aim comprises the following:

Create cost-effective packaging that provides sufficient protection for the distribution, storage, sale and use for the product, while using the optimum packaging to mitigate our environmental footprint.

Seek innovative ways to minimize materials used, maximize the use of recycled or renewable materials, avoid dangerous levels of toxic and other harmful materials

Source materials from certified responsibly managed agencies

Optimize the number of products per package

Preserving and restoring natural resources: At many of the Company’s sites and in the communities where they work, the Company supports and undertakes environmental projects that restore land, preserve wildlife, and help conserve natural resources. With the acquisition, SIL is subject to requirements under Central, State, or local laws to address contamination resulting from the operations. When soil and groundwater contamination is found, we mitigate any immediate risk, assess the potential impact, and begin remediation activities. The Company’s aim is to reduce overall waste footprint, prevent soil and groundwater contamination, implement rigorous waste management practices and perform due diligence on sites undergoing transaction.

FORWARD LOOKING STATEMENT


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SAFETY

The Company’s safety ethos comprises a responsibility to safeguard those in the workplace from potential hazards, protecting drivers and those who share the roads with them while improving, maintaining and managing our colleagues' health and wellness. At SIL, the Company’s aim is to maintain the effective management of inherently high-risk operations, ensure the health and wellness of colleagues by carefully managing workplace exposure and have rigorous procedures and controls to protect employees from chemicals exposure.

The Company has implemented programmes to ensure employee safety and well being, reducing the likelihood of any injury. The guiding principles comprise the following:

Leaders actively engage and visibly demonstrate their commitment to an incident and injury-free culture at Sudar. The Company is accountable for the safety of the employees around us and has the right and duty to stop unsafe situations.

The Company provides a safe workplace through effective risk management to identify and control all hazards to an acceptable level.

The Company takes necessary steps to prevent the reoccurrence of injuries or incidents by thorough investigation, action plan completion and sharing information.

There are lots of different routes which can be taken along the journey and our facilities implement various different local initiatives to reach our goal of ‘injury-free’. The result is that no injuries were reported in 2013-14 and situational awareness techniques were deployed at two of our manufacturing sites.

HEALTH

The Company has always been committed to applying innovative scientific measures to improve health. As a part of the corporate wellness programme, the Company provides tools and resources for colleagues to stay healthy or make measurable health improvements. The Company’s aim covers the following:

Live the principles which are promoted as a company and to set a new standard of employer-sponsored health improvement in today's work environment.

Improve the health of our employees and their families – reducing health risks, identifying chronic conditions in early stages when treatment is more effective, and encouraging healthy behaviours (such as physical activity and good nutrition).

Make wellness and prevention a part of our overall culture at SIL – a ‘culture of health’ – that is adopted company-wide as a core value for our organization and affects our ability to attract and retain the employees who are so important to our success.

Support the business – directly, by reducing healthcare costs, and indirectly, by decreasing sick employees coming to work and improving productivity.

OVER THE LAST TWO DECADES OF OUR

OPERATIONS , WE HAVE COME A LONG WAY.

SIMPLY BY TAKING ONE STEP AT A TIME. ALONG

THE WAY, WE MODERNISED AND

DEBOTTLENECKED EXISTING CAPACITIES, CREATED

NEW CLIENTS, FORAYED INTO NEW PRODUCTS,

STRENGTHENED PROCESSES, IMPROVED QUALITY

AND BUILT AN ORGANISATION.

Today, we stand at the position Ready to embark on

significant expansion since we are confident of our

credentials, nurtured over the years . Staring at the

opportunities that our diversified business in manufacture of

advance intermediates for use in Active Pharmaceutical

Ingredient and the Agro industries have ensured growth for

the company. This conviction has given the company impetus

in enter the trading activity. Having built a robust platform

based on learning from the past and envisioning the future

growth; we stand prepared and We believe in “Global

Aggrandization and we firmly state that we are “Making the

Right Moves “

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SIL strives to be Integrated Apparel Manufacturing company on a global scale, Establishing its niche in the chemical segment manufacturing Fine Chemicals for use in Active Pharmaceutical Ingredient in the Pharma Sector and at the same time catering to the Agro Chemical Industry. The company is proposing to enter into trading activity in Iron Ore, Minerals and Agro Commodities .

We value doing what's right and demand honesty, maintenance

of confidentiality and adherence to professional standards of

excellence. We strive to understand our clients' requirements

and meet or exceed their expectations with high-quality

deliverables and service. We are flexible and always look for

proactive, responsible solutions to ensure client satisfaction.

VISION

MISSION

VALUES

To combine the strength of our expertise, experience and innovation to advance in the Indian as well as global business.

VISION AND MISSION STATEMENT

SUDAR INDUSTRIES LIMITED

AN INTEGRATED APPAREL MANUFACTURING COMPANY ON A

GLOBAL SCALE

INORGANIC GROWTH IN FINE CHEMICALS USED FOR API IN

PHARMACEUTICAL AND AGRO CHEMICAL INDUSTRY

PROPOSING TO TRADE IN IRON ORE, MINERALS AND AGRO COMMODITIES


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The Company has two manufacturing facilities as under :

Integrated Apparel Manufacturing facility at Khalapur, Raigad District, Maharashtra

employing state of the art technology and automated machineries to manufacture

readymade garments, catering to men, women and children.

Manufacture of high end fine chemicals at Baroda providing intermediate products for

Pharmaceutical Industry and Agro Chemical Industry.

MANUFACTURING FACILITIES

ENVIRONMENT SIL is an environmentally responsible organization with respect to the health of the world’s ecology, employees and community. The company’s environmental soundness begins with a superior understanding of its environmental footprint. The Company’s ‘green journey’ focuses on three areas: Helping mitigate climate change and impact, minimizing environmental impact by advancing stewardship across the supply chain and product life cycle and managing water resources in a sustainable way. The Company addresses these areas through the Environmental Sustainability Programme, setting priorities for its environmental activities. The Company relies on guidance from business partners, engages with employees and communicates with stakeholders.

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Board of Directors

BANKERS

BANK OF MAHARASHTRA

BANK OF INDIA

CENTRAL BANK OF INDIA

IDBI BANK LIMITED

STATE BANK OF INDIA

SYNDICATE BANK

UNION BANK OF INDIA

STATUTORY AUDITORS

M/S SURESH HEGDE & COMPANY

M/S. MUKESH MEHTA & ASSOCIATES.

CORPORATE ADVISOR TO BOARD

DEEP SHUKLA & ASSOCIATES

COMPANY SECRETARY & COMPLIANCE OFFICER

CS ANURAG PANDYA

REGISTERED OFFICE

PLOT NO.27 AND 29, VILLAGE PAUD, MAZGAON, KHALAPUR TALUKA, RAIGAD DISTRICT, MAHARASHTRA 410 222

MANUFACTURING FACILITY -1 ( APPARELS AND GARMENTS )

PLOT NO.27 AND 29, VILLAGE PAUD, MAZGAON, KHALAPUR TALUKA, RAIGAD DISTRICT, MAHARASHTRA - 410 222

MANUFACTURING FACILITY -2 ( CHEMICALS )

S.NO.444 ECPL ROAD, LUNA VILLAGE, TALUKA PADRA, DISTRICT VADODARA, GUJARAT

WHOLLY OWNED SUBSIDIARIES

SUDAR GLOBAL INDUSTRIES, FZE, DUBAI

SUDAR INDUSTRIES UK LIMITED

AVERLIN INDUSTRIES PTE LIMITED, SINGAPORE

REGISTRAR & TRANSFER AGENTS LINK INTIME INDIA PVT. LTD PHONE: +91 22 25963838 FAX: +91 22 25946969

MR. SATISH SHENOY Chairman and Independent Director

MR. MURUGAN M.THEVAR Vice Chairman & 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

CORPORATE INFORMATION


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KEY PERFORMANCE INDICATORS

Key

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Distribution of Revenue (2013-14)


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Mr. Satish Shenoy

Chairman and Independent Director

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

Personnel Management and Industrial Relations. He has an expertise in Finance and Accounts and was an executive with a

nationalized Bank for over 36 years. During his tenure in the banking industry his area of expertise include Corporate Finance,

Commercial Banking, Forex transaction, Credit/Country Risk, Retail Banking, Property Finance and Legal/audits. The Company

has gained from his experience substantially.

Mr. Murugan M. Thevar

Vice Chairman & Managing Director

Mr. Murugan M. Thevar is the founder and Promoter of our Company. He is the V i c e Chairman and Managing Director of

our Company. As an entrepreneur, Mr. Murugan M. Thevar started his journey in 1992 and with his expertise, sound

knowledge of the industry, 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.

Mr. Murugan M. Thevar being innovative entered the chemical industry manufacturing advanced intermediates for use as

Active Pharmaceuticals Ingredients (API) for the pharmaceutical and the Agro chemical industry. The two business verticals has

contributed to the growth of the company substantially. The Company is proposing to venture into trading activity in Iron Ore

and other Minerals which will contribute to the company.

Due to the initiatives of Mr.Murugan Thevar, the company was awarded with the GUJARAT SME EXCELLENCE AWARD in 2014

for the Manufacturing sector, which was bestowed by the SME Chambers of India. The Company is also featured in

Businessworld magazine entitled “India’s fastest growing companies” in August 2014.

Mr. Deepak Shenoy

Whole Time Director

Mr. Deepak Shenoy a pioneer and playing a major role for expansion of the business, both locally and globally. He is

instrumental in setting subsidiaries in Singapore, UAE and London. He has a flair for conviction of our business associates and

bankers and leads them from the front and has a rich experience in corporate finance. He has guided and given his expert

advise to corporates, both in India and abroad, on all investments including, syndication of debts and other finance

instruments. He is also holding the position of Director in an investment and trading company. He completed his Graduation in

Commerce from Chennai University.

DIRECTORS OF THE COMPANY


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Mr. M.G. Subramaniam

Whole Time Director

Mr. M.G. Subramaniam 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 and Legal functions, documentations, litigation and compliances. 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. Gopi Nair

Whole Time Director

Mr. Gopi Chellapan Nair is a Whole Time Director of our Company. He is a graduate in Arts. He has over three decades of

experience in the apparels industry. He is a driving force in the manufacturing activity of apparels managing the on roll and off

roll employees as a leader. Prior to joining Sudar Industries Limited, he has worked as General M anager for a period of

10 years in Reliable Exports. He has also worked in various peer groups in the industry including Ambreen Exports,

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

Mr. Srinivas Kamath

Whole Time Director

Mr. Srinivas Kamath is a young and enthusiastic entrepreneur of the industry. Mr.Kamath has new generation ideas and

having great knowledge of apparel market. His creative ideas in the apparel sector really supports the company to give

optimum results, keeping in trend the changing fashion in the midst of cut throat competition .

He is a graduate from renowned National Institute of Fashion Technology (NIFT) and has also a diploma in Fashion Designing

from NRAM Polytechnic, Bangalore. He keeps a tab on the changing fashions and takes a proactive step which has

supported the business substantially.

Mr. Anand Kadam

Independent Director

Mr. Anand Kadam has a rich knowledge and experience in sales and marketing strategies. He completed his Graduation in

Commerce from Mumbai University. He is instrumental in evolving strategies so as to get optimum results. Dir

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Mr. Jasbir singh sodhi

President—Baroda Factory

Mr. Jasbir Singh Sodhi , a science graduate with a masters degree in production management. He has an overall experience in pharmaceutical industries taking care of marketing and production. He has experience in global sourcing of chemical and pharma intermediaries in the middle east and India. Mr. Sodhi is leading the entire team manufacturing fine intermediates at our unit in Baroda. The team is contributing to the overall success of the company.

Mr. Jayeek Nag

President Banking and Finance

Mr. Jayeek Nag with a Bachelor Degree in Commerce (Honors in Advanced Accountancy, Auditing & Costing) and a member of ICWA is a competent and result oriented professional with over 30 years of experience across Fund Management, Accounting Operations, Financial Management, Wealth Management, Taxation Matters, Auditing and MIS. Expertise in conceptualizing & implementing the Accounting and Financial Policies/ Procedures, Taxation Principles, MIS and Statutory Compliances with the ability to relate theory with practice. Solutions oriented approach with excellent relationship management skills, successfully and consistently delivering the responsibilities thereby streamlining finance and accounts operations leading to revenue generation and profitability. Excellent time management skills with proven ability to work accurately and quickly prioritize, coordinate and consolidate tasks whilst simultaneously managing the diverse range of functions from multiple sources. Motivated and goal driven team leader with strong work ethics, continuously striving for improvement coupled with excellent Administrative aptitude and the commitment to offer quality work.

Mr. Anurag Pandya

Company Secretary and Compliance Officer

Mr. Anurag Pandya , plays key role in ensuring Governance and advising to the board and framing policies for effective decision making. Mr.Pandya is efficiently handling compliances of various Corporate Laws, SEBI regulations, Listing agreement with Stock Exchanges, Board procedures and other assignments as given by the Board from time to time and is the Company Secretary & Compliance Officer of our Company. He is a qualified Company Secretary from the Institute of Company Secretaries of India and has a Bachelors Degree in Commerce and Law. 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. He has also handled the setting up subsidiaries in Singapore, UAE and London. He has also contributed in handling litigations for the company.

MANAGEMENT TEAM


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Mrs. Ruby Pugalia

Finance Executive

Mrs. Ruby Pugalia, is Finance Executive to the Company. She is member of Institute of Chartered Accountants of India holding DISA degree also. She holds Bachelor’s Degree in Commerce from Delhi University. Mrs. Ruby Pugalia is having rich experience in Taxation, Finance, Sales Tax matters of Company.

Mr. Sayeed Khot

Manager Purchase and Sales

Mr. Sayeed Khot, , 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. He ensures compliances of all regulatory issues and ensures that all payments to the exchequer are effected on a timely basis. He is a team leader in ensuring that the auditing of accounts of both the business verticals are carried out very smoothly.

Mr. Bhavin A Chokshi

AGM Commercial

Mr. Bhavin A. Chokshi, is an 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.

Mrs. Reena Joseph

General Manager- Finance & Accounts

Mrs. Reena Joseph, having rich experience in the field of finance,accounts and administration and is a good support in interacting with the bankers effectively and efficiently. She is a driving force to the Senior Leadership Team and the Company in the finance function.

Mr. Pramod Ingale

Manager Business development and Operation

Mr. Pramod Ingle is Manager Business Development & Operation of our Company. Mr. Pramod Ingle having experience of more than 27 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 various duties at Vadodara facility which includes 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 finalize the required equipment for projects. Further as part of business ventures now he’s into service of Sudar Industries Ltd M

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WITH INCREASED FOCUS IN GROWTH ON A GLOBAL SCALE, WE ARE LIVING IN AN ERA WHERE COMPETITION IS HAVING THE NUMERO UNO STATUS AND HENCE THERE IS A PREMIUM ON FOCUS AND SPEED TO REACH THE ALTAR OF SUCCESS. THE RESULTANT STRATEGY IS TO CO N T I N U O U S LY E N G A G E I N ORGANISATIONAL THOUGHT PROCESS AND RE-ENGINEERING.

AT SIL, WE ARE CONTINUOUSLY ON TRACK IN THE RACE

TO EXCEL IN THE BUSINESS VERTICALS IN WHICH WE ARE

ENGAGED VIZ. APPARELS AND CHEMICALS IN INDIA AS

WELL AS THE GLOBAL MARKETS. THE COMPANY IS

PROPOSING TO ENGAGE IN TRADING ACTIVITY OF IRON

ORE SEGMENT AND MINERALS. THE COMPANY

REINFORCES ITS ABILITY TO EMBARK UPON BUSINESS

INITIATIVES IN THE FORESEEABLE FUTURE.

Achievements, 2013-14 :

During the year under review, your company emerged as one of the largest manufacturer and exporter of Garments catering to men, women and children. Even in our chemical business, in one year of its operation after acquisition of business assets, your company has made rapid strides and compete in the global markets.

The company continued to grow in Apparel Business with a growing focus on niche products. With increased focus on enduring relationship with customers, we expect that this initiative will provide us attractive revenue visibility in future. With increased focus on trading, the future is too bright for our company.

The Company strengthened its quality control and quality assurance systems, and enhanced its competencies delegated.

Looking Ahead :

At SIL, we intend to emerge as a large and profitable company with a significant proportion of revenues derived from quality, respecting markets backed by enduring multi-year and multi product relationships with large customers. The company has established subsidiaries in United Kingdom, Dubai and Singapore under the pseudonym Sudar Industries UK Limited, Sudar Global Industries FZE and Averlin Industries PTE Limited . This represents our blueprint to emerge as a sustainable company across the foreseeable future .

Over the foreseeable future, we expect to reinforce our competitive position through the following strategic imperatives :

ADDRESS BY MURUGAN M.THEVAR ( MANAGING DIRECTOR )


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Human Resources :

Enhance the effectiveness of the Board and the Senior Leadership Team (SLT) with increased emphasis on quality and results.

Enhance competencies by recruiting knowledge based and result oriented professionals

Infrastructure :

Upgrade the manufacturing facilities which can give a big

boost to production .

Setting state of the art facilities of manufacturing.

Ensure that the Company and its facilities are regulatory

compliant.

Setting up an efficient and effective supply chain

management and obtain the benefits to the topline of

the company.

Product Portfolio :

Presence in high growth segments

Benchmarking of global markets

Obtain global regulatory and customer approvals for our

products.

Rationalize the product mix by shedding small and

relatively unprofitable products

Operational efficiencies :

Extend the value-chain, engage in backward and forward

integration.

Strengthening sources of raw materials.

Marketing :

Thorough study of market dynamics

Strengthen marketing infrastructure.

Exports :

Examine business opportunities in a global scale and

analyze the benefits given by the governments

Ensure that the products adhere to the quality

specifications.

Through the combination of these initiatives and your

continued support, Sudar Industries Limited once again

expects to emerge as a large and a profitable company with

sustainable revenues.

Murugan M.Thevar

Vice-Chairman and Managing Director

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SUDAR INDUSTRIES LIMITED (SIL) IS

STRENGTHENING ITS ‘TOMORROW-

READINESS’ BY RE-ENGINEERING ITS

BUSINESS MODEL WITH THE

O BJ ECTIV E TO E X TEND ITS

DOMINANCE TO THE GLOBAL

MARKETS OF THE FUTURE.

AT SIL, WE ARE OPTIMISTIC OF OUR PROSPECTS BECAUSE OF OUR PREPARATION STRATEGICALLY.

EFFECTIVE CORPORATE GOVERNANCE PRACTICES

CONSTITUTE THE FOUNDATION OF THE COMPANY. ITS

FUNDAMENTALS ARE GOVERNED BY THE BEST PRINCIPLES

FOLLOWED IN THE INDUSTRIES THEREBY KEEPING

CONSUMER SATISFACTION IN THE HIGHEST PEDESTAL.

THIS PHILOSOPHY HAVE CONTRIBUTED REMARKABLY TO

THE OVERALL GROWTH OF THE COMPANY IN A DIFFICULT

YEAR. WE WOULD LIKE TO PROFUSELY THANK ALL OUR

EMPLOYEES FOR THEIR CONTRIBUTION TO THE GROWTH

OF THE ORGANIZATION.

We strongly place emphasis in our belief to follow

transparently the best practices in the most ethical

manner. We have the highest respect for our laws which

govern the industry are take all steps necessary for its

compliance. The company being a listed company adhere

to the requirements as stipulated in clause 49 of the listing

agreement entered into with the stock exchanges and

ensure all formalities which are required to be complied

with all laws including the Companies Act, 1956 and the

new Companies Act which has come in 2013 replacing the

Act of 1956 are complied.

At SIL , we believe that a company is as good as its

intellectual capital. As a result, we have always believed in

identifying, nurturing and retaining talent across the

organization. During 2013-14, we focused on building a

credible team comprising across our research, technical

and commercial departments. Our team comprise of a

healthy blend of experience and exuberance, reflected in

industry stalwarts and promising newcomers. We further

invested in our state-of-the-art R&D facilities to provide

the right environment for enrichment and development of

intellectual capital across our units. We also placed a lot of

emphasis in having a professional board which is rich in

knowledge, experience and expertise. We have a

combination of executive and independent directors and

their contribution has enabled the company in achieving its

mission of being one of the major companies in the

ADDRESS BY SATISH SHENOY ( CHAIRMAN )


23

business vertical of Apparels and Advanced Intermediaries

in the chemical business.

The company’s safety ethos comprises a responsibility to

safeguard those in the workplace from potential hazards,

protecting drivers and those who share the roads with

them while improving, maintaining and managing their

health and wellness. The company’s aim is to maintain

the effective management of inherently high-risk

operating, ensure the health and wellness of colleagues by

carefully managing workplace exposure and have rigorous

procedures and controls to protect employees from

exposure.

The company has implemented programmes to ensure

employee safety and well being, reducing the likelihood of

any injury. The guiding principles comprise the following :

Leaders actively engage and visibly demonstrate their

commitment to an incident and injury free culture at Sudar

Industries Limited

The company is accountable for the safety of the

employees around us and has the right and duty to stop

unsafe situations.

The company provides a safe workplace through

effective risk management to identify and control all

hazards to an acceptable level.

The company takes necessary steps to prevent the

reoccurrence of injuries or incidents through thorough

investigation, action plan completion and sharing

information.

There are lots of different routes which can be taken along

with journey and our facilities implement various different

local initiatives to reach our goal of injury free.

The metamorphosis for a significant change has begun and

SIL has made rapid grounds and proposes to be a leader in

the business of Apparels and Advanced Intermediaries in

the chemical segment.

Satish Shenoy

Chairman

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Dear Friends & Colleagues,

The road map for growth envisages:

Create strong product pipeline catering to customer needs.

Pursue inorganic growth opportunities.

Create marketing platforms in regulated markets.

Dig deeper into semi-regulated markets with existing products.

Seek larger volumes from products already launched.

Enhance market share in areas where the company is already present.

Consolidate the business core in domestic and emerging markets.

Expand presence in South East Asian markets, UAE, London and European markets.

Optimize processes to reduce costs and enhance capacity utilization.

Leverage competence in Chemical segment.

Invest in human resources, support front line managers.

Focus on consistent quarterly earnings increase. We are at a point in our journey in a fast paced business environment where we are positioned to capitalize on our capability to Ideate, Innovate, Invest and Grow in the Industry.

Our strengths : 1. Niche : The Company is presently in Apparels which is

a niche segment where fashions and trends keep on changing at a faster place. SIL is present in the fashion industry with the latest fashions.

2. Reach : The company has selected to be present in regulated and semi-regulated countries and actively exporting to countries supported by three overseas subsidiaries.

3. IT infrastructure : The Company is in the process of implementing an integrated ERP package and enhance the information availability for informed decision-making.

4. Facilities : The company possesses two globally benchmarked manufacturing facilities.

THE PURSUIT TOWARDS ATTAINING

EXCELLENCE IS EVER-DEMANDING

AND NEVER-ENDING AND A

CHALLENGE.

Years ago, when we embarked on this journey to create a leading Corporate we opted for inorganic expansion. As a result, we acquired companies including their processes and assets. Along with this, we also acquired their legacies. The challenges were aplenty – from revamping the processes, to improving the capacities, to instilling a common corporate culture. During the initial years, we focused on consolidating operations, capacities and improving efficiencies. Being in a capital-intensive industry, it was also a challenge to achieve medium term growth without compromising on long-term liquidity and leverage. The focus therefore, was upon improving the existing capacities and building a strong foundation, upon which a robust future could be crafted.

All our units have the requisite competence and infrastructure to handle a wide range of reactions in the Industry.

We continued to consolidate our business, by forming three subsidiary companies in London, Dubai and Singapore so as to grow globally.

ADDRESS BY DEEPAK SHENOY ( WHOLE TIME DIRECTOR )


25

The future is bright. Over the years, we have taken numerous initiatives to build an organizational culture based on efficiency, economy and quality. In the process we have revitalized our capacities, identified and nurtured core businesses, reinforced our R&D edge, set up a reputed management team and built a robust product pipeline. Some of these initiatives have started bearing fruits and some of them remain at an initial stage. However, we remain confident that the impact of the measures taken over the years would translate into numbers going forward. I would like to thank each and every stakeholder of the company for supporting us and believing in our credentials. Our focus is unwavering. Our commitment is unfaltering.

Scaled-up capacities.

We are in an attractive phase of growth. As a result, it is vital to create capacities that not only enable us to manufacture products of high quality; but at the same time, offer flexibility in maximizing opportunities offered by diverse customer demand.

Formulated a sustainable future

During the year we have moved to strengthen our portfolio of products in Apparels and Chemical Products.

We have taken the route of rationalizing our spends on the manufacturing front, right sizing our capacities while augmenting our capabilities by strategic tie-ups, insulating our operations and giving us immunity from the vagaries of the market. In doing so we create a sustainable, high growth enterprise that will meet every expectation of our stakeholders.

Increased Capacities Improving Flexibilities

At SIL , we inherited all of our existing facilities. Each unit attuned to produce strictly limited quality products. The immediate need was to create a bigger capacity with requisite flexibility. The focus was on creating capacities that can be translated into revenues in a phased manner.

As a strategy, key units were identified and a focused drive to modernize/debottleneck capacities was carried out. The products produced at multiple locations were consolidated into one unit, resulting in better economies and higher efficiencies. The company has invested capital on modernizing, debottlenecking, renovating and inducting fresh capacities across its units. At the same time, we also benchmarked our quality standards with the best industry practices and opted for compliance certifications for all our

units. This enabled us to develop requisite production flexibility across our units, leading to optimum capacity utilization.

Our uncompromising benchmarks in terms of quality and delivery schedule enabled us to consistently match our customers’ expectations.

Exploring partnerships. Expanding horizons.

Having established flexible production capacity and credible research infrastructure, it was important for us to target generation of sustained revenues and higher margins. Being a reputed player, catering to global markets, we aimed at forging long-term product based partnerships with our clients as well as expanding into newer markets offering higher margins. These partnerships not only resulted in assured revenues but also enabled us to utilize our R&D infrastructure efficiently and thereby enhance our intellectual capital. These partnerships also assured our global clients of our abilities and deliverables, resulting in new business enquiries. and have successfully established as one of the major players.

Deepak Shenoy

Whole Time Director

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This is what we achieved in a challenging 2013-14

THE COMPANY’S CORE STRENGTH IS

CENTERED ON MANUFACTURING

EXCELLENCE BACKED BY QUALITY

CONTROL, QUALITY ASSURANCE, IN

PROCESS CONTROL GUIDELINES

AND TRAINING.

The company’s manufacturing locations are integrated and

linked by high-speed networks to deliver products to

markets and the right time and price. The initiatives taken

by SIL are enumerated herein below :

Manufacturing :

Manufacturing, processing, warehousing, packaging

and labeling which are areas compatible with

processing sequence. Adequately provided with

working space to facilitate the orderly and logical

placement of equipment and material and movement

of personnel.

Adequate ventilation provided giving a clean

environment in the manufacturing and storing

processes which adds to the quality of the product

Ventilation and exhaust systems provided in all areas

of manufacture. Warehouses and other ancillary areas

are adequately ventilated.

Quality Management :

The company employs stringent quality control

initiative to comply with the regulatory requirements.

The quality control department is equipped with a

globally benchmarked instrumentation lab to monitor

critical systems like clean rooms, flow material systems

and utilities.

The company’s quality assurance system comprises a

demarcated organizational structure, defined

responsibilities and periodic training. The quality

control department monitors and analyses data

encompassing in process controls, process conditions,

services and utilities etc.

Audit Programmes : Periodic audits by internal and

external teams ensure quality management system

implementation.

Continuous surveillance : close-circuit cameras being

introduced in critical areas of manufacturing and

warehousing, which are accessible to authorized

personnel.

Marketing : The company identified the need to create

a strong marketing team. Its marketing personnel

posses a strong people-oriented approach, promotes a

stress-free workplace, formulates attractive incentive

policies, maintains round the clock communication,

niche positioning, strong customer relations, prompt

supply chain, custom made IT software, automation

tools to facilitate informed decision making and

advance payment standards to strengthen marketing.

ADDRESS BY M.G. SUBRAMANIAM ( WHOLE TIME DIRECTOR )


27

MARKETING :

SIL selected to be present in produce spaces, marked by

relatively low competition, ensuring sustainable growth.

The Company’s domestic and international business have

helped build the Company into a global company.

Domestic : The company identified the need to create a

strong marketing team. Its marketing personnel passes a

strong people-oriented approach, promotes a stress-free

workplace, formulates attractive incentive policies,

maintains round the clock communication, niche

positioning, strong customer relations, prompt supply

chain, custom-made software, automation tools to

facilitate informed decision making and advance payment

standards to strengthen marketing.

Product management team : A professional and efficient

team conducting market surveys, planned strategy and

devised novel marketing initiatives and promotional tools.

International Business : The Company focused on trading

business in Garments, Chemicals and materials relating to

minerals to the markets in South East Asian Countries,

United Arab Emirates and United Kingdom. The company

has set up three subsidiaries in Dubai, London and

Singapore respectively which is managed by the offices set

in all these countries.

Human Resource : Human capital is the company’s richest

asset, comprising of professionally qualified, dedicated

and committed members. The team is driven by target

achievement, discipline, creativity, innovation, loyalty,

hard work and service. The company’s human resource

policies are aimed at sustaining an empowered, dedicated

and motivated workforce.

Recruitment : Around 30% of the recruits comprises

beginners. The company’s employee referral programme

encourages employees to refer candidates followed by

screening for aptitude, attitude and skill analysis.

Induction : The two step process covers acquaintance with

the company’s culture, rules and norms followed by

induction in the allotted job profile and department.

Appraisal : The company has structured and defined rules

for performance appraisal and promotion hierarchy.

Awards/Rewards : The company devises awards and

incentives based on performance. Various target-related

incentives and schemes are declared for the marketing

personnel apart from their annual incentives.

De-centralization and specialization : Complete

decentralization and delegation of authority and

responsibility are the key strengths that get the optimum

output from each member.

Training Philosophy : The company’s training policy is

based on continuous improvement.

External Training : The employees attended various

programmes including external training on the relevant

Factory acts, training on L/C and export documentation,

training/workshop on communication skills.

Internal Training Programme : The Company has invested

sufficient time for personality training,. Other programmes

included training in cost reduction, induction and on the

job training.

Safety, Health and Environment : The company

aggressively pursues safety, health and environmental

protection as an integral part of its business. The company

strives to minimize the adverse impact of its activities and

products on the environment and maintain a safe work

place for its team members.

M.G. Subramaniam

Whole Time Director

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Dear Member, You are cordially invited to attend 13th Annual General Meeting of the Members of SUDAR INDUSTRIES LIMITED to be held on Friday, September 26,2014 at Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra: 410 222, at 10.00 A.M. The Notice of the meeting containing the business to be transacted, is enclosed herewith. As per Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies Management and Administration ) Rules,2014, the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for e-voting are enclosed herewith.

Notice to the 13th Annual General Meeting Notice is hereby given that 13th Annual General Meeting of members of Sudar Industries Ltd. (CIN 74999MH2002PLC134707) will be held on Friday, September 26, 2014 at 10:00 A.M. Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, 410 222 Maharashtra, India, to transact the following business:

ORDINARY BUSINESS: 1. To receive, consider and adopt the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year

ended as on that date along with Reports of the Directors' and Auditors’ thereon. 2. To appoint a Director in place of Mr. M.G. Subramaniam, who retires by rotation, and being eligible, offers himself for re-

appointment. 3. To reappoint auditors of the Company to hold office from the conclusion of this AGM until the conclusion of fourth

consecutive AGM and to fix their remuneration and to pass the following resolution thereof: “RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, and pursuant to the recommendations of the audit committee of the Board of Directors, M/s Suresh Hegde & Co, Chartered Accountants (registration no. 125795 W) and M/s. Mukesh Mehta & Associates, Chartered Accountant (registration no. 116309W) be and are hereby re-appointed as the auditors of the Company, to hold office from the conclusion of this AGM to the conclusion of the fourth consecutive AGM (subject to ratification of the appointment by the members at every AGM held after this AGM) and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of Directors.”

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 pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, read with Schedule IV to the Companies Act, 2013, Mr. Anand Kadam *DIN: 06467971+, Director of the Company who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Anand Kadam as a candidate for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office upto March 31, 2016, not liable to retire by rotation.”

5. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, read with Schedule IV to the Companies Act, 2013, Mr. Satish Shenoy *DIN: 06597140+, Director of the Company who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr.

NOTICE


29

Satish Shenoy as a candidate for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office upto March 31, 2016, not liable to retire by rotation.”

6. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT in supersession of the resolution passed by the Shareholders of the Company and pursuant to Section 180 (1)(a) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, consent of the Company be and is hereby accorded to the Board of Directors of the Company for mortgaging and/or charging in such form and manner and on such terms and at such time(s) as the Board of Directors may deem fit, the movable and / or immovable assets and properties of the Company, wherever situated, present and future, whether presently belonging to the Company or not, in favour of any person including, but not limited to, financial / investment institution(s), bank(s), insurance company(ies), mutual fund(s), corporate body(ies), trustee(s) to secure the loans, borrowings, debentures, hire purchase and / or working capital facilities and other credit facilities up to a sum not exceeding Rs.1500,00,00,000/- (Rupees One Thousand Five Hundred Crores only).” “RESOLVED FURTHER THAT the Board of Directors or such Committee or person/(s) as may be authorized by the Board be and is hereby authorized to finalize the form, extent and manner of, and the documents and deeds, as may be applicable, for creating the appropriate mortgages and/or charges on such of the immovable and / or movable properties of the Company on such terms and conditions and at such time(s) / tranch(es) as may be decided by the Board of Directors in consultation with the lenders and for reserving the aforesaid right and for performing all such acts and things as may be necessary for giving effect to this resolution.”

7. To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution: “RESOLVED THAT the consent of the Members of the Company under the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and its underlying rules as may be amended from time to time and the relevant provisions of the Articles of Association of the Company, be and is hereby accorded to the borrowings by the Board of Directors of the Company from time to time, of all moneys deemed by them to be requisite or proper for the purpose of carrying on the business of the Company, so however, that apart from temporary loans repayable on demand or within six months from the date of the loan or temporary loans, if any, obtained from the Company’s bankers, the total amount of such borrowings outstanding at any time shall not exceed 1,500 crore (Rupees One Thousand Five Hundred crores only) notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (including temporary loans, if any, obtained for the purpose of financing expenditure of a capital nature) will exceed the aggregate of the paid-up share capital of the Company and its free reserves.”

8. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 5 read with Section 14, Table F of Schedule I and other applicable provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded for adoption of new set of Articles of Association of the Company as placed before the meeting by substituting the existing Articles of Association of Association of the Company.” “RESOLVED FURTHER THAT the Board of Directors (which term shall include any Committee(s) of the Board) be and is hereby authorized to sign and execute such Forms, papers, documents, deeds and instrument and to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient by them for the purpose of giving effect to this resolution relating to adoption of a new set of Articles of Association by the Company.” FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: NAVI MUMBAI ANURAG PANDYA DATE: AUGUST 12, 2014 COMPANY SECRETARY & COMPLIANCE OFFICER

NO

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Notes:

1. The Statement pursuant to Section 102 (1) of the Companies Act,2013 with respect to the business set out in the Notice

annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND, ON A POLL, TO VOTE

INSTEAD OF HIMSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE VALID AND

EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED/ CORPORATE OFFICE OF THE COMPNAY NOT LATER THAN FORTY

EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Pursuant to the provisions of the Companies Act, 2013 and the underlying rules viz. Companies (Management and

Administration) Rules, 2014, a person can act as proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than ten percent of the total share capital of the company carrying voting rights.

3. Voting through electronics means:

A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management

and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the

13th Annual General Meeting (AGM) by electronic means and the items of business as detailed in this Notice may be

transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL):

The instructions for e-voting are as under:

I. The voting period begins on Saturday, September 20,2014 (10:00 am) and ends on Monday,September,22,2014 (6:00

p.m.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized

form, as on the cut-off date August 22, 2014 , may cast their vote electronically.

II. The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.

III. Click on “Shareholders” tab.

IV. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

V. Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

VI. Next enter the Image Verification as displayed and Click on Login.

VII. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of

any company, then your existing password is to be used.

VIII. If you are a first time user, follow the steps given below:

NOTICE

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL Letters. Eg. If your name is Rajesh Kumar with folio number 1 then enter RA00000001 in the PAN field.

DOB Enter the date of Birth as recorded in your demat account or in the company records for the said demat amount or folio in dd/mm/yyyy format.


31

IX. After entering these details appropriately, click on “SUBMIT” tab. X. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding

shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is also to be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

XI. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this

Notice. XII. Click on the EVSN for the relevant COMPANY NAME on which you choose to vote.

XIII. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

XIV. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. XV. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you

wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. XVI. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. XVII. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. XVIII. If Demat account holder has forgotten the same password then enter the User ID and the image verification code and

click on Forgot Password & enter the details as prompted by the system. XIX. Note for Institutional Shareholders & Custodians:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] .

After receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

XX. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-

voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

XXI. The voting rights of the members shall be in proportion to their of paid-up equity share capital of the Company as on

relevant date of August 22, 2014.

NO

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Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for

the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details


32

XXII. Mr. Deep Shukla, has been appointed as the scrutinizer to scrutinize the e-voting process in fair and transparent manner. XXIII. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period

unblock the votes in the presence of at least two(2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

XXIV. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s

Report shall be placed on the Company’s website www.sudarindustries.com and on the website of CDSL within two(2) days of passing of the resolutions at the AGM of the Company and communicated to the stock exchanges.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 19, 2014 to

Friday, September 26,2014 (both days inclusive.) 5. Members are requested to promptly notify any changes in their addresses to the Company at its Registered Office. 6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the

Companies Act,2013 will be available for inspection by the members at the AGM. 7. The Company is concerned about the environment and utilizes natural resources in a sustainable way. We request you to

update your email address with your Depository Participants to enable us to send to you communications via email. 8. Copies of Annual Report 2014 are being sent by electronic mode only to all the members whose email address are

registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by permitted mode.

9. 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'.

10. 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.

11. 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.

12. Members may also note that the notice of the 13th AGM and Annual Report 2014 will be available on the Company’s

website www.sudarindustries.com. 13. Members are requested to bring their copies of the Annual Reports to Annual General Meeting. 14. 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

NOTICE


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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO.04 Mr. Anand Kadam is a Non Executive Independent Director of the Company and was appointed on January 30, 2013. Mr. Anand Kadam retires by rotation at the ensuing AGM under the provisions of the erstwhile Companies Act, 1956. In terms of Section 149 and any other applicable of the Companies Act, 2013, Mr. Anand Kadam being eligible and seeking re-appointment, is proposed to be appointed as an Independent Director of the Company for a term of two years. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Anand Kadam for the office of independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Anand Kadam the following: i. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of

Directors) Rules, 2014; ii. Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that

he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013; and iii. A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the

Companies Act, 2013. The resolution seeks the approval of members for the appointment of Mr. Anand Kadam as an Independent Director of the Company up to March 31, 2016 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not liable to retire by rotation. In the opinion of the Board, Mr. Anand Kadam, the Independent Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made there under and he is independent of the Management. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Mr. Anand Kadam in the capacity of Independent Director. No Director, key managerial personnel or their relatives, except Mr. Anand Kadam, to whom the resolution relates, is interested or concerned in the resolution. The Board recommends the resolution set forth in Item no.4 for approval of the Members. ITEM NO.05 Mr. Satish Shenoy is a Non Executive Independent Director of the Company and was appointed on July 02, 2013. Mr. Satish Shenoy retires by rotation at the ensuing AGM under the provisions of the erstwhile Companies Act, 1956. In terms of Section 149 and any other applicable of the Companies Act, 2013, Mr. Satish Shenoy being eligible and seeking re-appointment, is proposed to be appointed as an Independent Director of the Company for a term of two years. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Satish Shenoy for the office of independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Satish Shenoy the following: i. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of

Directors) Rules, 2014; ii. Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that

he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013; and iii. A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the

Companies Act, 2013.

NO

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The resolution seeks the approval of members for the appointment of Mr. Satish Shenoy as an Independent Director of the Company up to March 31, 2016 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not liable to retire by rotation. In the opinion of the Board, Mr. Satish Shenoy, the Independent Director proposed to be appointed, fulfills the conditions specified in the Act and the Rules made there under and he is independent of the Management. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Mr. Satish Shenoy in the capacity of Independent Director. No Director, key managerial personnel or their relatives, except Mr. Satish Shenoy, to whom the resolution relates, is interested or concerned in the resolution. The Board recommends the resolution set forth in Item no.5 for approval of the Members.

ITEM NO.06 The Company may borrow monies by way of debentures, bonds, loans, hire purchase finance either in rupee or in foreign currency from Financial Institutions / Banks / Insurance Companies and other Corporate Bodies apart from working capital facilities from banks in ordinary course of business. This in turn would necessitate further creation of securities by suitable mortgages and / or charges on all or some of the immovable and movable properties of the Company, both present and future, in favour of the lenders / trustees. To create mortgage and / or charge upto the limit of Rs.1500 crores, approval of the Members is required to be obtained pursuant to Section 180 (1)(a) of the Companies Act, 2013 authorizing the Board of Directors of the Company in this regard. Hence the resolution is placed before the Members for their approval. The Board recommends the resolution set forth in Item no.6 for approval of the Members. No Director, key managerial personnel or their relatives are interested or concerned in the resolution.

ITEM NO.07 Your Board of Directors is of the opinion that for any future business expansion or diversification which may be carried out by the Company, the Company requires infusion of additional funds. Hence, the requirement for mobilization of the funds has been substantially increased. Therefore, it is considered desirable to increase the Board’s borrowing powers upto the limit of Rs.1500 Crores over and above the paid-up share capital and free reserves of the Company. Accordingly, the consent of the Shareholders at the General Meeting is sought under Section 180 (1) (c) of the Companies Act, 2013. The Board recommends the resolution set forth in Item no.7 for approval of the Members. No Director, key managerial personnel or their relatives are interested or concerned in the resolution.

ITEM NO.08 The Directors at their meeting held on August 12, 2014 decided to incorporate/substitute provisions relating to newly enacted Companies Act, 2013 as applicable to the Company. As this would result in number of changes and amendments to the existing Articles of Association of the Company, it was considered desirable to adopt a comprehensive new set of Articles of Association in substitution and t the exclusion of the existing set of the Articles of Association of the Company to have new articles as per the provisions of the Companies Act, 2013 and Table F of Schedule I. Pursuant to the provisions of Section 5 of the Companies Act, 2013, alteration of Articles of Association requires approval of the members of the Company by way of passing a Special Resolution in general meeting. A copy of new set of articles of association to be adopted, as referred to in the notice / explanatory statement hereto, is available at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any working day till the date of this meeting.

NOTICE


35

The Board of Directors recommend passing of the resolution for adoption of new set of Articles of Association as set out in the resolution under item no. 8 of the notice. No Director, key managerial personnel or their relatives are interested or concerned in the resolution.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: NAVI MUMBAI ANURAG PANDYA

DATE: AUGUST 12, 2014 COMPANY SECRETARY & COMPLIANCE OFFICER

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

are given below:

Name of Directors Age

Qualification Experience No. of

shares

held

Mr. M.G. Subramaniam 55 yrs 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 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.

Nil

Mr. Satish Shenoy 60 yrs B.Sc (Statistics & Economics), CAIIB (Banking), and Post Graduate Diploma in Personnel Management and Industrial Relations

Mr. Satish Shenoy has attained degrees in B.Sc

(Statistics & Economics), CAIIB (Banking), and Post

Graduate Diploma in Personnel Management and

Industrial Relations. He has an expertise in

Finance and Accounts and was an executive with

a nationalized Bank for over 36 years. During his

tenure in the banking industry his area of

expertise include Corporate Finance, Commercial

Banking, Forex transaction, Credit/Country Risk,

Retail Banking, Property Finance and Legal/audits.

The Company has gained from his experience

substantially.

Nil

Mr. Anand Kadam 36 yrs B.Com from Mumbai University

Mr. Anand Kadam has a rich knowledge and

experience in sales and marketing strategies. He

completed his Graduation in Commerce from

Mumbai University. He is instrumental in evolving

strategires so as to get optimum results.

Nil

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To The Members of Sudar Industries Limited, The Directors take pleasure in present the 13th Annual Report of the Company together with the Audited Statement of Accounts and the Auditors’ Report of your Company for the financial year ended, 31stMarch, 2014 . 1) FOREWORD : The Indian economy experienced a deceleration in economic growth during the period 2013-14. Your company had to face challenges in an inflationary market conditions coupled with a depreciating rupee leading to fall in profitability and increase in unemployment and therefore your company decided on a new focus to achieve all round growth by enhancing exports and value for the organization. In the process, many decisions taken by your company showed favorable trends and results. THE COMPANIES ACT,2013 The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA2013/Act) in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014. The Companies Act, 1956 continues to be in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide its Circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor’s report and board’s report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the financial statements, auditor’s report and Board’s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956. With respect to other provisions of the Act, appropriate references have been made in this report to the extent these provisions have become applicable effective April 1, 2014. 2) HIGHLIGHTS OF PERFORMANCE:

Your company achieved turnover of Rs. 92,730 lakhs as against Rs. 44,002 lakhs in the previous year i.e. an increase of—as compared to the previous year.

Operating EBITDA increased in 2013-14 by Rs. 3,765 Lacs to Rs. 10,689 Lakhs from Rs. 6,924 Lakhs in 2012-13.

Consolidated profit before tax in 2013-14 was Rs.6,538 Lakhs, against Rs.3,783 Lacs in 2012-13.Similarly, consolidated profit after tax was Rs.4,565 Lakhs in 2013-14 as against Rs.2,556 Lakhs in 2012-13.

The financial year 2013-2014 was a challenging year amidst global economic uncertainties and recession. Despite there being constraints and a challenging environment, the company performed reasonably well which is evident from the results.

3) FINANCIAL RESULTS : This fiscal has been an exciting year in terms of growth and profitability. We are confident that this change and the proposal to engage in trading in Iron ore, Minerals etc. will enable the company to maintain our growth trajectory in the future. The financial highlights for the financial year are given below:

DIRECTORS’ REPORT


37

4) BUSINESS OUTLOOK :

Apparels : Your Company, an integrated apparel manufacturer with its expertise in designing garments with its niche for finishing 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 through 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. The export sales in apparels segment of the Company for financial year 2013-14 was Rs. 7,095 lacs against Rs. 2299 lacs in financial year 2012-13.

For the future, Your company has established a name for itself in the global markets.

PARTICULARS F.Y. 2013-14 F.Y. 2012-13

Sales & Other Income 92,729.70 44002.27

Profit (Loss) before Interest, tax, Depreciation and Exceptional Items 10,689.40 6,924.10

Less: Depreciation 1,300.90 1,158.93

Less: Interest Charges 2,850.86 1,979.21

Profit/(Loss) before exceptional and extraordinary items an taxation 6,537.64 3,785.96

Add/(Less) :Exceptional items - 2.57

Profit (Loss) before Taxation 6,537.64 3,783.39

Less: Provision for Taxation

- Current tax 1,972.59 1,227.52

Profit (Loss) after Taxation 4,565.05 2,555.87

Balance of P&L A/c brought forward 5,320.45 2,764.58

Balance Carried to Balance Sheet 9,885.5 5,320.45

Earnings Per Share (Rs. per share) 20.29 11.36

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B) HIGH ENDED FINE CHEMICALS PROVIDING INTERMEDIATE PRODUCTS FOR PHARMACEUTICAL AND AGRO CHEMICALS INDUSTRY :

Your Company has been successfully engaged in manufacturing chemical products in a wide range of activities which includes 6 Pharmaceutical Intermediates and 11 Agrochemical Intermediates. Your Company has already added good clients for the business relating to chemical products. The export sales in chemical segment of the Company for financial year 2013-14 was Rs. 5,391.32 lacs against Rs. 2020 lacs in financial year 2012-13. C) PROPOSAL TO TRADE IN IRON ORE, MINERALS AND AGRO COMMODITIES: The Company is proposing to diversify its activity to trading business of Iron ore, agro based commodities, other metals and minerals. The Company has obtained necessary approvals from the Shareholders of the Company through Postal ballot, and the expects good business deals in new markets. 5) DIVIDEND: This year also your company would endeavor to strengthen the reserves for future expansion and therefore your Directors do not recommend any dividend for the year ended March 31, 2014. 6) ECONOMIC SCENARIO & OUTLOOK : The global economy experienced a slowdown especially noticed in developed economies which had its impact on India as well. The Indian economy had to contend with high inflation in the year 2014 and increased lending rates. The tightening of the monetary policy further slowed the growth of the economy which affected all sectors. 7) SUSTAINABLE DEVELOPMENT :

The Company continues to provide sustainable waste management solutions through co-processing and re-engineering. Our clients have further increased with new waste streams efforts and continued to make the best use of fuels and raw materials thereby eliminating wastage. 8) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE/CSR COMMITTEE: During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Satish Shenoy as the Chairman and Mr. Murugan M. Thevar, Mr. M.G. Subramaniam as other members. The said committee has been entrusted with the responsibility of formulating and recommending to the board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR Activities. 9) OCCUPATIONAL HEALTH AND SAFETY (OH&S); Your Company engages in OH&S matters through a policy of communication, involvement and competency build-up applied consistently and continually throughout its operation. Programmes targeting critical areas are being implemented across all sites to address risks associated with operations. Effectiveness of these programmes is being constantly assessed by the Senior Leadership team. External audits are being conducted to check the level of implementation of these safety programmes. Safety Leadership Programmes are being conducted across business units for the senior leadership team. The programmes comprises of practical exercises and interactive sessions and prepares managers to act as role model to their subordinates. Risk assessment is an integral part of any job/activity. Our managers are provided with different types of risk assessment tools to help them identify risk and decide on appropriate control measures. Hazard identification and risk assessment workshops are being conducted at sites to refine anticipation capability amongst the employees by enhancing their hazard observation skills.

DIRECTORS’ REPORT


39

Apart from our employees, our contractors are also involved in these workshops, which show an appreciable change in the attitude of contractors towards safety. 10) HUMAN RESOURCES : Your company has embarked on a journey towards people excellence during the year. The aim of this journey is to re-engineer all the HR processes and ensure that each process is fine tuned with current and future business requirement and an appropriate number of employees are groomed for future middle and senior leadership roles. Greater focus is given to hiring and retaining talent from different disciplines and streams.

As extension of faster learning for young talent, your company has embarked on a plan to impart intensive learning through challenging functional/cross functional projects and coaching to improve analytical and decision making capability.

The industrial relations scenario was peaceful. Your company embarked on a major programme for the on roll and off roll employees with an emphasis on involving and engaging them in a variety of small improvement projects at the shop floor level so that their engagement level is enhanced.

11) DIRECTORS It 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 business being competitive in all spheres of activities, it is only competitive and competent people who can ensure that the Company marches in its road plan for attaining growth and prosperity. Your Company is proud to 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. In consonance with the provisions of the newly enacted Companies Act, 2013 and taking into consideration the composition of the Board of Directors, Mr. M.G. Subramaniam retires by rotation and being eligible offers himself for reappointment at the forthcoming Annual General Meeting. The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of ordinary resolution by the shareholders of the company. Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term at the ensuing AGM of the Company in September 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for the first term of upto five consecutive years upto March 31, 2019.

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Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013. Based on the above, Mr. Anand Kadam and Mr. Satish Shenoy were appointed as Independent Directors of the Company for a term of two consecutive years effective from April 1, 2014 upto March 31, 2016. 12) DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm that- 1. In preparation of the Annual Accounts for the financial year ended March 31, 2014, 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. 13) 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 and Outgo is provided in the annexure forming part of this report. 14) INTERNAL CONTROL SYSTEMS : The company has a robust and comprehensive internal control framework to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, and at the same time safeguarding assets and economical and efficient use of resources. The internal control system commensurate with the size, scale and complexity of its operations. It is being constantly assessed and strengthened with new/revised standard operating procedures and robust internal and information technology controls.

The company’s internal audit department objectively and independently tests the design and operating effectiveness of the internal control system to provide a credible assurance to the Board and the Audit Committee regarding the adequacy and effectiveness o the internal control system. The internal audit function monitors the effectiveness of controls and also provides an independent and objective assessment of the overall governance processes in the company.

The scope and authority of the Internal Audit activity are well defined. Internal Audit plays a key role by providing an assurance to the Board of Directors and value adding consultancy service to the business operations.

DIRECTORS’ REPORT


41

15) BUSINESS RISK MANAGEMENT : Your company has robust business risk management practices to identify, evaluate business risks and opportunities. This is monitored at the Corporate office. The business risks and opportunities so identified are integrated into the business plan and a detailed action plan to mitigate the identified business risks is thereafter drawn up and its implementation monitored. 16) ENHANCING SHAREHOLDERS VALUE : Your company believes that its members are among its most important stakeholders. Accordingly, your company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. The company is also committed in creating value by ensuring that its actions positively impact the socio-economic and environmental dimensions for the society for sustainable growth and development.

17) 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. 18) 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. 19) AUDITORS M/s. Suresh Hegde & Company, Chartered Accountants, Mumbai and M/s. Mukesh Mehta and Associates, Chartered Accountants Mumbai, have given consent for their reappointment as the joint statutory auditors of the Company subject to member’s approval in the ensuing Annual General Meeting. 20) CREDIT RATING The 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. 21) 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) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Investment Committee e) Corporate Social Responsibility Committee

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22) CORPORATE GOVERNANCE: The Company is committed to maintain the highest standards of corporate governance and strictly adhere to the Corporate Governance requirements set out by SEBI. As per clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices, followed by the company together with a certificate from the company’s auditors confirming your Company is committed to good corporate governance and 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. 23) 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”. 24) 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 2014-2015. 25) HOLDING / SUBSIDIARY COMPANY: During the year, your company has incorporated three subsidiaries which can support the company in its trading operations in South East Asia, United Arab Emirates and London. It includes trading in Apparels and Fine Chemicals and its proposed business interest in trading in mineral and iron ore. The Companies incorporated are as under :

Sudar Industries UK Ltd. Registered in United Kingdom.

Sudar Global Industries FZE, Registered in Dubai.

Averlin Industries PTE Limited, Registered in Singapore.

26) AUDITORS : In terms of the sub-section (2) of section 139 of the Companies Act, 2013 (effective from 01-04-2014) no Listed company shall appoint or re-appoint an Auditing Firm as the Auditor for more than two terms of five consecutive years, provided that the firm is eligible to be appointed or re-appointed in the same company after five years from the completion of existing term. In pursuance of the above, every listed company shall comply with this requirement within a transitional period of three years from the date of commencement of the Act i.e. 1st April, 2014. The Company’s Joint Auditors M/s Suresh Hegde & Co. and M/s Mukesh Mehta & Associates, who retire at the ensuing Annual General Meeting of the Company, are eligible for re-appointment.. The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3) of the Companies Act,2013 and that they are not disqualified for re-appointment.

DIRECTORS’ REPORT


43

27) INDUSTRIAL RELATIONS: Industrial Relations remained cordial in the Company’s manufacturing locations without any disruption in manufacturing activities.

28) RATING FROM DUN & BRADSTREET The Company has been rated 5A2 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.

29) ACCOLADES : Your Directors would like to inform that your company has been bestowed with the Gujarat Business Excellence Award by the Small and Medium Business Development Chamber of India in January, 2014. Your directors would like to inform that your company has featured in Businessworld magazine in August, 2014 India’s fastest growing companies.

30) 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.

31) CAUTIONARY STATEMENT : Statements in the Directors’ Report and the Management Discussion and Analysis describing the company’s objectives, expectations or forecasts may be forward looking within the meaning of applications laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include global and domestic demand and supply conditions , changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS PLACE: NAVI MUMBAI MURUGAN M. THEVAR M.G. SUBRAMANIAM DATE: AUGUST 12,2014 MANAGING DIRECTOR WHOLE TIME 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 forming part of the Directors Report for the year ended March 31, 2014.

Sl.

No.

NAME OF THE

EMPLOYEE DESIGNATION

REMUNERATION

(IN `RS. )

QUALIFICATION

AND

EXPERIENCE

DATE OF

COMMENCEMENT

OF EMPLOYMENT

AGE

LAST

EMPLOYMENT

HELD

1.

Mr. Murugan M. Thevar

Vice Chairman & Managing Director

Rs. 60,00,000/-

(Rupees Sixty Lacs only)

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

Company. He has completed his

education from Tamilnadu.

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

Company

47 N.A.

DIRECTORS’ REPORT

ANNEXURE – B TO THE DIRECTORS’ REPORT:

FORM A

PARTICULARS 2013-14 2012-13

Garment Chemical Garment Chemical

(A) POWER AND FUEL CONSUMPTION

1. Electricity a. Purchased

Units 2,08,784 12,44,106 1,80,998 6,53,670

Total Amount (Rs. In lacs) 27.11 115.42 17.37 51.76

Rate/ Unit Rs. 12.98 9.28 9.59 7.91

b. Own Generation

I) Through Diesel Generator (in Liters)

14,985 6,154 19,098 1,468

II) Through Steam Turbine (Rs. In lacs) 9.74 52.59 9.55 27.20

(B) CONSUMPTION PER UNIT OF PRODUCTION

Product : Ready Made Garments Intermediate Chemicals

Production 76,80,374 Pcs

5,75,298 Kg

56,88,684 Pcs

1,66,215 Kg

Electricity 2,08,784 12,44,106 1,80,998 6,53,670


45

FORM B FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: TECHNOLOGY ABSORPTION, ADAPTION 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 labor force, thereby ensuring greater quality and productivity.


PLACE: NAVI MUMBAI MURUGAN M. THEVAR M.G.SUBRAMANIAM DATE: AUGUST 12,2014 MANAGING DIRECTOR WHOLE TIME DIRECTOR

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STATEMENT PURSUANT TO SECTION 212 OF COMPANIES ACT,1956

Investment

Subsidiary Financial period ended

holding interest

exchange rate as on financial year

closing

issued and subscribed share

capital

Reserves loans taken

total assets total liabilities long term

current total Turnover Profit/(loss) before taxation

provisions for

taxation

profit/(loss) no. of employees

Sudar Global Industries FZE

31 .12.2013 100% 1 AED= INR 16.89 Rs 168.93 Lacs 0 Rs.3722.06 Lacs Rs.3722.06 Lacs 0 0 0 Rs 7132.07 Lacs Rs 457.85 Lacs Rs 457.85 Lacs 6

Sudar Industries UK Ltd

31 .12.2013 100% 1 GBP= INR 02.39 Rs. 10 Lacs 0 0 0 0 0 0 0 0 0 0 0 0*

Note:

1. The above details are as on the financial year ended of respective subsidiaries, information on subsidiaries is provided

in compliance with General Circular no. 2/2011 dated February 8,2011 issued by Ministry of Corporate Affairs. The

audited accounts and information of subsidiaries will be made available upon request by any of our shareholders.

2* As on December 31,2013 the company had not started its operation.

FOR AND ON BEHALF OF THE BOARD

MURUGAN M. THEVAR DEEPAK SHENOY

MANAGING DIRECTOR WHOLETIME DIRECTOR

ANURAG PANDYA

COMPANY SECRETARY


47

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Investment

Subsidiary Financial period ended

holding interest

exchange rate as on financial year

closing

issued and subscribed share

capital

Reserves loans taken

total assets total liabilities long term

current total Turnover Profit/(loss) before taxation

provisions for

taxation

profit/(loss) no. of employees

Sudar Global Industries FZE

31 .12.2013 100% 1 AED= INR 16.89 Rs 168.93 Lacs 0 Rs.3722.06 Lacs Rs.3722.06 Lacs 0 0 0 Rs 7132.07 Lacs Rs 457.85 Lacs Rs 457.85 Lacs 6

Sudar Industries UK Ltd

31 .12.2013 100% 1 GBP= INR 02.39 Rs. 10 Lacs 0 0 0 0 0 0 0 0 0 0 0 0*

Note:

1. The above details are as on the financial year ended of respective subsidiaries, information on subsidiaries is provided

in compliance with General Circular no. 2/2011 dated February 8,2011 issued by Ministry of Corporate Affairs. The

audited accounts and information of subsidiaries will be made available upon request by any of our shareholders.

2* As on December 31,2013 the company had not started its operation.

FOR AND ON BEHALF OF THE BOARD

MURUGAN M. THEVAR DEEPAK SHENOY

MANAGING DIRECTOR WHOLETIME DIRECTOR

ANURAG PANDYA

COMPANY SECRETARY


48

SUDAR INDUSTRIES IS ENGAGED IN THE FOLLOWING BUSINESS VERTICALS WHICH HAS CONTRIBUTED TO

THE GROWTH OF THE COMPANY :

Apparels

Performance Highlights :

Despite tough business conditions and a recessionary economy, your company’s achieved sales of Rs. 53,111.36 Lacs on Apparel

business, with a growth of 49.19%

High ended fine Chemicals Company providing intermediate products for the Pharmaceuticals Industry and the Agro Chemical

Industry.

Chemicals

Performance Highlights :

Your company’s total chemical business registered sales of Rs. 31,797.34 Lacs with a growth of 294%

Proposal to trade in Iron Ore, Minerals and Agro commodities

In its proposal to trade in Iron Ore Minerals and Agro commodities, your company is seeing a lot of potentiality and the company

can benefit substantially in the coming years.

Consolidated Revenues :

Total consolidated revenues registered a growth of 110.72%, up from Rs. 43,678.92 Lacs to Rs. 92,040.78 Lacs The key drivers for

this growth were :

Revenues from Apparels registered growth of 49.19% from Rs. 35,599.22 Lacs to Rs.53,111.36 Lacs The revenue witnessed a

surge of Rs. 17,515.78 Lacs.

Revenues from sales of Advanced Intermediates in the chemical business registered growth of 294% from Rs. 8,079.70 Lacs to

Rs. 31,797.34 Lacs. The revenue witnessed an increase of Rs. 23,717.64 Lacs.

Revenues from Dubai subsidiary is Rs. 7,132.08 Lacs.

Global economy :

The global economy went through yet another year of challenges in 2013-14. The global gross domestic product (GDP) grew at a

slower pace due to debt and fiscal issues affecting the global trade, declining investments in many countries including China.

Indian economy :

India’s economic growth decelerated with a growth of 4.7% in 2013-14. This scenario came into being due to deceleration in credit flows, infrastructural bottlenecks, high inputs costs, slowdown in consumer expenditure, subdued business confidence due to the elections which contributed to the industrial slowdown. The government did not bring about any policy changes due to the

MANAGEMENT DISCUSSION AND ANALYSIS


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elections scenario.

Review of Operations of the Company :

Backed by strategic and operational initiatives, Sudar has a strong presence across the manufacturing and marketing of Apparels and Chemicals. Both these market segments demonstrate growth trends with rising volume and value. The business is systematically organized with an identified accountability structure and a focused team for each key international market. Sudar’s business strategy includes gaining volume and market share in every business segment it enters.

SIL’s strength lies in developing process efficiencies, adopting global scale manufacturing and using cost effective market networks. Sudar aims to repeat its success and emerge as a major player in regulated markets. In line with this objective, the long term growth strategies include :

manage cost efficiently in a regulative manufacturing environment.

Globalize and penetrate through setting up of subsidiaries in Singapore, UAE and London.

Threats and Challenges :

SIL is present in a competitive market with challenges from big and the small players in the industry. Due to this, the price sensitivities get tested where reliance is placed more on volume based business. This threat, however, does not affect Sudar because of its control over raw material sourcing. The company is a dominant player and has been able to control quality, save timelines, manage costs and deliver at a short notice. SIL enjoys a pricing power with an ability to get the price lower and yet manage to get higher returns than other competitors.

The key strengths of the company include its manufacturing infrastructure and the ability to deal successfully in a complex market situation. All strengths have been tested from the perspective plan to manufacture and reach the market place. Sudar strategy lies in manufacturing facilities and the marketing infrastructure. The company has worked on its speed to market abilities and is quick to convert product approvals into invoices. Besides, the company possesses unmatched strengths like its experienced competencies with the ability to anticipate market requirements, supportive documentations and document so as to meet regulatory norms and execute plans within cost and time budgets.

Internal control :

SIL has a well defined internal control system which is adequately monitored. Checks and balances and control systems have been established to ensure that assets are safeguarded, utilized with proper authorization and recorded in the books of account.

There is a proper definition of roles and responsibilities across the organization to ensure information flow and monitoring. These are supplemented by internal audit carried out by the firm of chartered accountants. The company has audit committee consisting of three directors, two of them are independent directors. This committee reviews the internal audit reports, statutory audit reports, the quarterly and annual financial statements and discusses all significant audit observations and undertakes follow up actions arising from them .

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 risks matrixes.

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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 have 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 SIL 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, labor and immigration laws to ensure total compliance. The key areas where SIL 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 Rs. 92,730 Lacs. The Company has posted a strong topline

performance with Profit before tax of Rs. 6,538 Lacs and net profit after tax of Rs. 4,565 Lacs.

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Outlook :

Sudar has set ambitious goals for the coming year 2014-15 in expectation of an upward trend in the global economy. The senior

leadership team has set in motion a set of strategic initiatives to enhance revenue and profitability.

The focus will be expanding markets, portfolio profitability will be analyzed on a continuous basis. By implementing these

strategies, Sudar aims to increase revenues and margins higher than the industry average. The company is targeting to emerge as

cash flow positive, eliminate leverage and enhance shareholder returns.

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.

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RISK MANAGEMENT / SWOT ANALYSIS

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, Chemicals and proposed trading in Iron Ore and Minerals adding to the

growth. Each business vertical is headed by core sector specialists and dedicated professionals, bringing 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 specialty chemicals business remains to be non-core and generates liquidity for the Company on account of its

novel products.

ATTRITION RISK

What does it mean?

For a company whose business model is entirely dependent on intellectual capital, 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 coupled with .

Performance linked remuneration. 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 ruled by global chemical companies, the Company has focused on

offering niche products across all its business verticals. These products require dedicated expertise and specialization 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 has elevated it among the favored producers of niche chemical products used by pharmaceutical companies and

Agro Chemical Companies .

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.


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Mitigation measures

The Company’s manufacturing units at Khalapur and Baroda duly certified has invested to attain highest standards and best

quality practices and controls.

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

STRENGTHS

INDEPENDENT AND SELF-RELIANT INDUSTRIES

RELIANCE ON LOCAL INDUSTRIES FOR AVAILABILITY OF RAW

MATERIAL WHICH IS IN ABUNDANCE THEREBY REDUCING

COSTS AND LEAD TIME ACROSS OPERATIONS

ATTAINMENT OF EXPERTISE IN HIGH END CHEMICALS WHICH

HAS BEEN ACCEPTED BY THE MARKET

EXPERIENCED AND QUALIFIED BOARD

QUALIFIED AND EXPERIENCE TEAM OF PROFESSIONALS

CONTINUOUS INNOVATION

EMPHASIS ON QUALITY CONTROL

FINANCIALLY STABLE

DOMESTIC AND GLOBAL MARKETS TAPED FOR BUSINESS

EXPANSION

INCREASED PER CAPITAL INCOME AND PURCHASING POWER

OF DOMESTIC AND GLOBAL CUSTOMERS

DEPENDENCE ON INDIGENOUS RAW MATERIAL CAN AFFECT

SUPPLIES IN TRYING TIMES

DIFFICULTY IN GETTING TRAINED LABOR WHICH COULD

HAVE A HEAVY IMPACT ON BUSINESS

IMPACT OF FOREING CURRENCY DEVIATIONS CAN IMPACT

THE BUSINESS

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CORPORATE PERFORMANCE REVIEW OF THE COMPANY

At SIL The company’s culture of manufacturing excellence is centred on quality control, quality assurance, in-process control guidelines and training.

The Company’s manufacturing locations are integrated and linked by high-speed networks to deliver products to markets at the right time and price.

Manufacturing

* Manufacturing, processing, warehousing, packaging and labelling areas compatible with processing sequence. Adequately provided with working space to facilitate the orderly and logical placement of equipment and material and movement of personnel . Minimises contamination and cross-contamination through suitable mechanisms (change rooms, airlocks and pass boxes, among others)

* Ventilation equipped with systems. designed for each critical area to control dust accumulation and cross-contamination in processing areas. Clean production corridors provide clean air with positive pressure; dust generating areas maintain pressure lower than in corridors to control cross-contamination

* Ventilation and exhaust systems provided in unclassified areas in warehouses and manufacturing locations.

* The Company is upgrading facilities in its manufacturing locations.

Quality management

SIL follows stringent quality control to comply with

demanding regulatory requirements. The quality control

department is equipped to monitor critical systems like clean

rooms, water systems, personnel flow, material flow and

utilities. Quality control chromatographic instruments are

supported by suitable validated software Quality control

computer. Stability chambers are provided to conduct stability

studies at different environmental parameters..

The Company’s quality assurance system comprises a

demarcated organizational structure, defined responsibilities,

documented standard operating procedures, validated

processes and periodic training. The quality assurance

department monitors and maintains the desired quality. The

quality control department monitors and analyses data

(testing, analysis, manufacture, in-process controls and any

other monitoring like process, process conditions, services and

utilities including water systems and environment.

Audit programmes: Periodic audits by internal and external teams ensure quality management system implementation.

Continuous surveillance: Close-circuit cameras being introduced in critical areas (manufacturing and warehouse sections) accessible to authorised personnel.

Systems and automation: All departments inter-linked through a local area network system. Each user has a restricted access suitable to his job profile. The master batch is fed in packages; requisitions are generated automatically following the receipt of schedules and the stock position updated automatically. A regular data backup system is reviewed at the time of batch review. The product is accessible at every stage through package, yield reconciliation, stock ledgers, batch wise stock, party wise stock, receiving and distribution records.

Standards: SIL addresses the qualification and validation strategy in the Validation Master Plan (VMP). The facility and all critical systems are validated in accordance with the procedure described under VMP. All aspects on the premises, facility/processes, operations which may affect product quality directly or indirectly will be validated.

Marketing

SIL selected to be present in product spaces marked by relatively low competition, ensuring sustainable growth. The Company’s domestic and international departments build the SIL brand worldwide.

*Domestic: The Company identified the need to create a strong marketing team. Its marketing personnel possess a strong people-oriented approach, promote free workplace, emphasises developed management, attractive incentive policy, round-the-clock open communication, niche positioning, strong customer relations, prompt supply chain, custom-made IT software, automation tools to facilitate informed decision-making and advance payment standards to strengthen marketing.

*Product management team: The marketing was supported by a team that conducted market surveys, planned strategy, novel marketing and promotional tools.


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Human resource

*Human capital is the Company’s richest asset, comprising qualified, dedicated and committed members. The team is driven by target achievement, discipline, creativity, innovation, loyalty, hard work and service. The Company’s human resource policies are aimed at sustaining an empowered, dedicated and motivated workforce.

*Recruitment: The Company’s employee referral program encourages employees to refer candidates followed by screening for aptitude, attitude and skill analysis.

*Induction: The two-step process covers acquaintance with the Company’s culture, rules and norms followed by induction in the allotted job profile and department.

*Appraisal: The Company has structured and defined rules for performance appraisal and promotion hierarchy.

*Awards/rewards: The Company devises awards and incentives based on performance. Various target-related incentives and schemes are declared for the marketing personnel apart from their annual incentives over and above their emoluments.

*De-centralisation and specialisation: Complete decentralisation and delegation of authority and responsibility are the key strengths that get the optimum output from each member.

*Training philosophy: The Company’s training policy is based on continuous improvement.

*External training: The employees attended various programmes including external training on Factory Act, training on L/C and Export Documentation, training/workshop on communication skills training on cost reduction and export risk management by Indian Merchant Chambers.

Safety Health Environment

SIL aggressively pursues safety, health and environment protection as an integral part of its business. The Company strives to minimise the adverse impact of its activities and products on the environment and maintain a safe work place for its team members.

The Company maintains a lawn and garden (shrubs and decorative plants) at its manufacturing units in Khalapur and Baroda. More than 100 trees were planted over the five years leading to 2013-14

Safety and health: SIL strives to maintain the highest safety and health standards. The Company received the ISO 14001 (for environment management) vindicating its endeavour of maintaining operating practices in line with international benchmarks; each team member is adequately trained in maintaining these standards. The Company completed all its expansion projects without a single accident.

Training on safety: The Company ensures that every team member is capable of handling emergency situations. It organises regular classroom and practical training from government approved agencies.

Evacuation plan: The Company’s safety programs are based on emergency evacuation plans. The team is kept informed about the updated documents and displays and the facilities are well indicated with assembly points.

Fire equipment: The Company’s facilities are equipped with sophisticated fire fighting infrastructure. It conducts three mock drills at its facilities annually. Critical areas like general warehouses and finished goods warehouses have smoke sensors with multiple alarms systems.

Environment: The Company is committed to comply with all applicable legal requirements through continual improvement in operational process for improving its environment measures. The Company does not generate any harmful/chemical wastes; it has a full-fledged effluent treatment plant for processing plant waste. The waste water is recycled for gardening purposes within the complex. All operating practices are based on the principle of efficient utilisation of material and energy .The Company practices a policy of substituting hazardous materials and recycling of resources to the maximum extent possible.

Information technology

In the present day business environment where compliance plays most important role, , IT plays a key role in assimilating data from diverse sources and processing it into vital information. The Company implements the latest technologies in line with its organisational vision.

The Company is in process of building an efficient IT and communication team to minimise its dependence on third parties in the area of application software, technical know-how of system software and communication equipment.

Internal audit and control

Integrated Internal Control Systems, commensurate with the size and nature of its business, have been introduced by the management. The contribution of new ERP System in increasing productivity and ensuring accuracy has been significant. The team of Internal Auditors ensures the compliance of all statutory requirements and implementation of corporate policies in true spirit. The monthly audit reports are discussed with concerned departments and immediate corrective measures taken in case of any deviations. All minutes of the meetings are sent to the management; valuable suggestions by these committees as well as those of Statutory Auditors and the Audit Committee are implemented. C

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(A) Company's Philosophy on Code of Corporate Governance: Corporate governance represents a set of systems, practices and policies to ensure that the affairs of the company are being managed efficiently and effectively by ensuring accountability, transparency and fairness in all its transactions at macro level and thereby meeting stakeholders aspirations and societal expectations. Good governance has got its roots from the culture and mindset of the organization and at Sudar we are committed to meet the aspirations of all the stakeholders. This is demonstrated in governance processes and an entrepreneurial performance focused work environment. Our customers have benefited immensely from high quality products delivered at the most competitive prices. The essence of corporate governance lies in promoting, adhering and maintaining integrity, transparency and accountability in the higher echelons of management structure. The demands of corporate governance require professionals to raise their competency and capability levels and meet the expectations in managing the enterprise and its resources effectively and at the same time maintaining good corporate ethics. At Sudar, our employee satisfaction is reflected in low attrition across various levels and substantially higher productivity. Your company believes that good corporate governance is vital and an essential requirement for achieving long term corporate goals and to enhance stakeholders value. Therefore, 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 for exceptional contribution in manufacturing and for stimulating exports and bring about innovative concepts by the SME chamber of India. The management of your company continues to place emphasis on the broad principles of corporate governance which is an

ongoing process. The company endeavors and to comply with the requirements as laid in clause 49 of the stock exchange

listing agreement entered into.

COMPANY’S GOVERNANCE STRUCTURE:

(B) Board of Directors: Independent Board with defined roles and responsibilities: The Board comprises of 5 executive directors and 2 independent directors. At Sudar, it is our belief that an enlightened board consciously creates a culture of Board leadership to provide a long term vision and policy thinking in order to improve the quality of governance. The actions and decisions of the board are aligned with the company’s best interests. The company has framed well defined guidelines and established a framework for the meetings of the Board and Board committees. Your Board comprises of Five (5) Executive Directors & Two (2) Non- Executive Independent Directors. The necessary disclosures regarding committee positions have been made by all the Directors.

CORPORATE GOVERNANCE REPORT


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Board Procedure:

(A) Decision making process: The Company has defined guidelines for the meetings of the Board of Directors and Committees thereof. These Guidelines support in the decision making process at the meetings of Board/Committees, in an informed and efficient manner. The actions of the board and decisions are aligned with the Company’s best interests. Frequent and detailed interaction sets the agenda and provides the strategiv roadmap for the Company’s future growth.

The Board critically evaluates the Company’s strategic direction, management policies and their effectiveness. The agenda for the Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual strategic and operating plans and capital allocation and budgets.

(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 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, supported by the concerned functional Directors and

submitted for obtaining final 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.

!V. 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.

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(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.

The Composition Of the Board of Directors As on March 31, 2014 the strength of Board of Directors was 7, comprising of 5 Executive Directors and 2 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) ..

The day-to-day management of the Company is conducted by the Managing Director, subject to the supervision and control of the Board of Directors. The constitution of the Board as on March 31, 2014 was as under:

Name of the Directors

Category

Other Directorships

Number of other Committee

Memberships

Committee Chairmanships

Mr. Murugan M. Thevar Vice-Chairman & Managing Director 1 - -

Mr. Gopi Chellapan Nair Executive Non-Independent - - -

Mr. Deepak Shenoy* Executive Non-Independent 1 - -

Mr. M.G. Subramaniam** Executive Non-Independent - - -

Mr. Srinivas Kamath***

Executive Non-Independent 2 - -

Mr. Satish Shenoy****

Chairman Non-Executive, Independent - - -

Mr. Anand Kadam Non-Executive, Independent 1 - -



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* Appointed w.e.f.13.08.2013 ** Appointed w.e.f.02.07.2013 ***Appointed w.e.f. 13.08.2013 **** Appointed w.e.f. 02.07.2013 (ii) Board Meetings and Attendance of Directors Board 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, 2014,Nine (09) Board Meetings were held on 15/05/2013, 30/05/2013,02/07/2013, 16/07/2013, 13/08/2013, 29/08/2013, 12/11/2013, 23/12/2013, and 10/02/2014 . Table hereunder gives the attendance record of the Directors at the Board Meetings held during 2013-14 :

* Appointed w.e.f.13.08.2013 ** Appointed w.e.f.02.07.2013 ***Appointed w.e.f. 13.08.2013 **** Appointed w.e.f. 02.07.2013 # Mr. Pankaj Joshi appointed on 02.07.2013 and resigned w.e.f. 31.08.2013. ## Mr. Biswanath Patnaik appointed on 02.07.2013 and resigned w.e.f. 31.08.2013. ### Mr. Shridhar Shetty resigned w.e.f. 01.07.2013. #### Ms. Srushti Mody resigned w.e.f. 02.07.2013. ##### Mr. Venkatraman G.S. resigned w.e.f. 02.07.2013. ###### Mr. Rajkumar Dohare resigned w.e.f. 02.07.2013.

Name of the Directors

Number of Board Meetings held

Number of Board Meetings attended

Whether attended last AGM held on 27/09/2013

Mr. Murugan M. Thevar 09 09 Present

Mr. Gopi Chellapan Nair 09 07 Present

Mr. Deepak Shenoy* 09 02 Present

Mr. M.G. Subramaniam** 09 06 Present

Mr. Srinivas Kamath*** 09 03 Present

Mr. Satish Shenoy**** 09 06 Present

Mr. Anand Kadam 09 08 Absent

Mr. Pankaj Joshi # 09 00 Absent

Mr. Biswanath Patnaik ## 09 00 Absent

Mr. Shridhar Shetty ### 09 02 Absent

Mr. Srushti Mody#### 09 02 Absent

Mr. Venkatraman G.S.##### 09 03 Absent

Mr. Rajkumar Dohare ###### 09 03 Absent

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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, Nomination Committee and Remuneration Committee, Stakeholders Relationship Committee, Investment Committee, Corporate Social Responsibility 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. Stakeholders Relationship 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. Corporate Social Responsibility Committee consist of one Non- executive Director and two executive director. 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;



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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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

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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 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: Mr. Satish Shenoy is the Chairman of the Audit Committee.

Sr.No. Names of the Directors Designation

1 Mr. Satish Shenoy Chairman Independent

2 Mr. M.G. Subramaniam Member Executive

3. Mr. Anand Kadam Member Independent



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(d) Audit Committee Meetings and Attendance during the financial year ended 31st March, 2014. During the financial year 2013-2014, Five Audit Committee Meetings were held on 30/05/2013 , 02/07/2013,13/08/2013, 12/11/2013, and 10/02/2014.

* Appointed w.e.f. 02/07/2013 ** Resigned w.e.f. 01/07/2013 *** Resigned w.e.f. 02/07/2013 The Audit Committee was reconstituted during the year under review due to resignation tendered by Ms. Shrushti Mody, Mr. Shridhar Shetty as Director of the Company. The composition of said reconstituted committee is as under:

(ii) Nomination and Remuneration Committee: The broad terms of reference of the Nomination & 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.

S.No. Name of Director No. of meetings attended

1. Mr. Satish Shenoy* 2

2. Mr. Shridhar Shetty** 1

3 Mr. Gopi Nair 2

4 Ms. Srushti Mody*** 2

5 Mr. Anand Kadam 2

6 Mr. M.G. Subramainam 3

Sr.No. Name of the director Designation



3 Mr. Anand Kadam Member Independent

S.No. Name of the Director Designation

1. Mr. Murugan M. Thevar Chairman Executive

2. Mr. Anand Kadam Member Independent

3. Mr. Satish Shenoy Member Independent

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Directors’ Remuneration : The aggregate remuneration comprising of salary and perquisites paid to Mr. Murugan M. Thevar, Vice-Chairman & Managing Director ,Mr. Gopi Nair, Mr. M.G. Subramaniam, Mr. Deepak Shenoy, Mr. Srinivas Kamath and Executive Directors for the year ended March 31, 2014 are as follows:

The Company does not have any stock option plans. (iii) Stakeholders Relationship Committee. The Stakeholders Relationship Committee was reconstituted during the year under review due to resignation tendered by Mr. Sridhar Shetty and Ms. Shrushti Mody as Directors of the Company. The composition of the reconstituted committee is as under:

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, 2014. The terms of reference of the Stakeholders Relationship Committee are as follows:

Stakeholders Relationship 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;

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;

S. no. Name of Director Amount of Remuneration (Rs. In Lacs)

1 Mr. Murugan M. Thevar 60

2 Mr. Gopi Nair 12

3 Mr. Deepak Shenoy 12

4 Mr. M.G. Subramaniam 12.50

5 Mr. Srinivas Kamath 8

Sr.No. Name of the Director Designation


2 Mr. Anand Kadam Member Independent




65

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, 2014:

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

A Core Team comprising of senior, seasoned and experienced officials, headed by Director 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. Shridhar Shetty and Ms. Srushti Mody as Director of the Company. The composition of the reconstituted committee is as under:

Sr.No. Name of the Director Designation

1 Mr. Murugan M. Thevar Chairman Executive

2 Mr. Deepak Shenoy Member Executive

3 Mr. Satish Shenoy Member Independent

this link for their queries and seeking information.

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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.



67

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. v) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE/CSR COMMITTEE: With the belief in the philosophy of responsible corporate citizenship and sustainable growth, Sudar considers social institution building as one of its main purposes. Increasing its commitment, Sudar built a comprehensive community development programme to support initiatives in the field of health, safety, education, infrastructure development, environment, relief and assistance in the event of a natural disaster, livelihood support, promoting sports and sportsmen and contributions to other social development organizations through collaborations with several NGOs. Besides this, Sudar aims at developing techno-economically viable and environment-friendly products and services for the benefit of millions of its consumers while ensuring high safety and environment protection standards. The composition of the committee is as under :

Terms and scope of CSR Committee are given as under:

The poor and needy Section of the Society living in different parts of India would normally be covered. The CSR Programme will

also cover the existing components of Special Corporate Plan (SCP) and Tribal Sub Plan (TSP) for development of the SC and ST

population besides development components for the entire population.

For carrying out CSR activities, 80% of the budgeted amount should be spent within the radius of 25 Km of the Company and 20% of the budget would be spent on CSR activities within the State/States in which the subsidiary companies are operating. Chairman/Managing Directors of the subsidiary companies shall exercise their DOP for according approval for the project within the ceiling limit of said 20% budget. CSR should be broadly executed by Company (H) in the areas, which are beyond the jurisdiction of subsidiary companies. Further CSR for the loss making companies should be undertaken by Company (H). Besides, Board of Company (H) may extend to initiate specific projects abroad, under special circumstances.

Sr.No. Name of the Director Designation Designation

1 Mr. Satish Shenoy Independent Director Chairman

2 Mr. Murugan M. Thevar Managing Director Member

3 Mr. M.G. Subramaniam Whole Time Director Member

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Scope i. Education

ii. Water Supply including drinking water

iii. Health care by providing Indoor medical facilities and medicines

iv. Environment

v. Social Empowerment

vi. Infrastructure for Village Electricity/Solar Light/Pawan Chaki etc. Recurring expenditure should be borne by the

beneficiaries

vii. Sports and culture

viii. Generation of employment & setting up Co-operative Society

ix. Infrastructure Support

x. Grant/donation/financial assistance/sponsorship to reputed NGOs of the Society/locality doing/involve in up-liftment of

the standard of the society

xi. Heritage sites in the CSR purview ensuring involvement of employee’s representatives in this Project

xii. Empowerment of women for education/health & self employment

xiii. Relief of victims and Natural Calamities like Earth Quake, Cyclone, Draught and Flood situation in any part of the country

xiv. Disaster Management Activities including those related to amelioration/ Mitigation

xv. Collection of old cloths from the employees and distribution in the nearby village by utilizing the platform of Mahila Sabha

of the Company, Club (Executives & Non-executives) and Women in Public Sector

xvi. Development of smokeless fuel out of coal and also arrangement for distribution of efficient Chula to the villagers

xvii. Adoption of village for carrying out the activities like infrastructural development e.g. Road, water supply, electricity and

community center etc.

General Body Meetings: Details of last three Annual General Meetings are given here under:

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

Year Date Venue Time

2011 September 20 The Regenza by Tunga,Plot No. 37, Sector30-A, Vashi, Navi Mumbai 400 703.

11.00 A.M.

2012 September, 27 Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra 410 222

11.00 A.M.

2013 September, 27 Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad District, Maharashtra 410 222

11.00 A.M.

Date Particulars

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

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.

September 27, 2013 No Special Resolution had been passed in 12th Annual General Meeting.



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

Postal ballots: During the financial year under review no Postal Ballot had been conducted. Disclosures: (i) Related Party Transactions: There is no related party transaction during the financial year ended March 31, 2014. (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 cases 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 taken up steps to ensure that the requirements of the Clause 49 of the listing agreement and complied with. The Company is endeavoring its efforts to implement to with mandatory requirements. (F) Means of Communication: 1. The quarterly results as well as the proceedings of the Annual General Meeting are submitted to the BSE 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, 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.

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)

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(i) General Shareholders' Information:

(ii) Financial Calendar (tentative and subject to change)

(iii) Book Closure date: The Register of Members shall remain closed from Friday September 19,2014 to Friday September 26, 2014 (both days inclusive) for the purpose of ensuing 13th Annual General Meeting. (iv) Announcement of Dividend: The Board of Directors has not recommended any dividend for the financial year ended March 31,2014.

Annual General Meeting: Day/Date/Time

Day, Date and time Friday, September 26, 2014, 10 a.m

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

Financial reporting for quarter ended

June 30, 2014 by August 14, 2014

September 30,2014 by November 14, 2014

December 31, 2014 by February 14, 2015

March 31,2015 by May 30, 2015

Annual General Meeting for the year ended March 31,2015 on or before September 30,2015.

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

Corporate Office The Landmark, 901-906, 9th Floor, Sector 7, Plot no. 26A, Kharghar, Navi Mumbai 410210 Email: [email protected] Website: www.sudarindustries.com

(vi) Listing on Stock Exchange and fees for 2014-15 The Company is Listed on BSE Limited and National Stock Exchange of India Limited and listing fees for the said financial year has been paid.

(vii) Stock Exchange Code BSE :533332; NSE: SUDAR

(viii) Disclosure regarding re-appointment of director

Pursuant to the provisions of Section 152 (6) Companies Act, 2013, Mr. M.G. Subramaniam shall retire by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. The Board has recommended the re-appointment of Mr. M.G. Subramaniam as Director of the Company.


mailto:[email protected]



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*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 came into force w.e.f. October 01, 2012.

(ix) Stock Market Data

Month BSE High BSE Low NSE High NSE Low

April,2013 26.4 13.8 26.35 13.75

May,2013 18 8.8 18 8.8

June,2013 14.12 8.76 13.95 8.75

July,2013 10.44 7.22 10.4 7.3

August,2013 8.4 5.64 8.25 5.8

September,2013 11.73 6.46 11.75 6.85

October,2013 22.32 11.4 22.25 10.7

November,2013 32.7 22.35 32.65 22.4

December,2013 25.5 17.75 25.75 17.3

January,2014 24.4 15.05 24.5 14.65

February,2014 22.85 17.6 22.6 17.6

March,2014 22 17.45 21.5 17.25

(x) Registrar & Share Transfer Agents Registrar and Share Transfer Agents Link Intime India Private Limited C 13 Pannalal Silk Mills, Bhandup (West), Mumbai - 400078, India. Contact Person: Ms. Sarita Mote Designation : Officer Phone: +91 - 22 - 2594 6970 Fax: +91 - 22 - 2594 6969 Email: [email protected]

(xi) Share Transfer Systems Shares sent for physical transfer are generally registered and returned with-in a period of 30 days* from the date of receipt, if the documents are prop-er in all respects. The Shareholders / Investors Grievance Committee meets as often as required. As per the revised Clause 49 of the Listing Agree-ment and to expedite the process of share transfers, the Board has dele-gated 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.

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

(xii) Distribution of Shareholding pattern as on March 31, 2014

No. of Equity Shares Shareholders Shares

Number % to total Sharehold-ers

Number % to total Capital

1 - 500 1876 71.7125 2,78,706 1.2386

501 - 1,000 281 10.7416 2,33,063 1.0358

1,001 - 2,000 191 7.3012 2,76,719 1.2298

2,001 - 3,000 66 2.5229 1,72,904 0.7684

3,001 - 4,000 37 1.4144 1,32,512 0.5889

4,001 - 5,000 32 1.2232 1,51,989 0.6755

5,001 - 10,000 54 2.0642 4,03,539 1.7934

10,001 - above 79 3.0199 2,08,51,920 92.6696

Total 2616 100 2,25,01,352 100

(I) (a) Statement showing Shareholding Pattern

Name of the Company: Sudar Industries Limited

Scrip Code, Name of the scrip, class of security: BSE- 533332 , NSE- SUDAR ;Equity

Quarter ended: 31.03.2014

Partly paid-up shares:- No. of partly

paid-up shares As a % of total no. of partly paid-up shares

As a % of total no. of shares of the company

Held by Promoter / Promoter Group 0 0.0000 0.0000

Held by public 0 0.0000 0.0000

Total 0 0.0000 0.0000

Outstanding converti-ble securities:-

No. of out-standing secu-

rities

As a % of total No. of outstanding con-vertible securities

As a % of total no. of shares of the company, assuming full con-version of the convertible securities



Total 0 0.0000 0.0000

Warrants:- No. of war-

rants As a % of total no. of

warrants As a % of total no. of shares of the company, assuming full con-version of warrants



Total 0 0.0000 0.0000

Total paid-up capital of the company assuming full conversion of war-rants and convertible securities

22501352



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Category Code

Category of shareholder

Number of

Total number

Number of shares

Total shareholding as a percentage of total number of shares

Shares pledged or shareholders

of shares held in

otherwise encumbered

dematerialised As a As a Number of As a

form percentage percentage of shares percentage of (A+B) (A+B+C) (IX) =

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (VIII)/(IV)*100 (A) Promoter

and Promoter Group

1 Indian (a) Individuals/

Hindu Undivided Family 3 80,12,946 80,12,946 35.61 35.61 65,29,339 81.4849

(b) Central Government/State Government(s) 0 0 0 0.00 0.00 0 0.0000

(c) Bodies Corporate 0 0 0 0.00 0.00 0 0.0000

(d) Financial Institutions / Banks 0 0 0 0.00 0.00 0 0.0000

(e) Any Other (specify) 0 0 0 0.00 0.00 0 0.0000

Sub Total (A)(1) 3 80,12,946 80,12,946 35.61 35.61 65,29,339 81.4849

2 Foreign (a)

Individuals (Non-Resident Individuals/Foreign Individuals) 0 0 0 0.00 0.00 0 0.0000

(b) Bodies Corporate 0 0 0 0.00 0.00 0 0.0000

(c) Institutions 0 0 0 0.00 0.00 0 0.0000

(d) Qualified Foreign Investors 0 0 0 0.00 0.00 0 0.0000

(e) Any Other (specify) 0 0 0 0.00 0.00 0 0.0000

Sub Total (A)(2) 0 0 0 0.00 0.00 0 0.0000

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) 3 80,12,946 80,12,946 35.61 35.61 65,29,339 81.4849

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(B) Public shareholding

1 Institutions (a) Mutual

Funds/UTI 0 0 0 0.00 0.00 - - (b) Financial

Institutions / Banks 0 0 0 0.00 0.00 - -

(c) Central Government/State Government(s) 0 0 0 0.00 0.00 - -

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

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

(f) Foreign Institutional Investors 1 85,000 85,000 0.38 0.38 - -

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

(h) Qualified Foreign Investors 0 0 0 0.00 0.00 - -

(I) Any Other (specify) 0 0 0 0.00 0.00 - -

Sub Total (B) (1) 1 85,000 85,000 0.38 0.38

2 Non-institutions

(a) Bodies Corporate 148 1,04,65,913 1,04,65,913 46.51 46.51 - -

(b) (i) Individuals - shareholders holding nominal share capital up to Rs 1 Lakh 2321 13,57,735 13,57,732 6.03 6.03 - -

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh 37 22,64,186 22,64,186 10.06 10.06 - -



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Category of shareholder

Total shareholding

as a percentage of total number

of shares

Category code

Number of shareholder

s

Total number

of shares

Number of shares held in

dematerialized form

Shares pledged or otherwise

encumbered

As a

percentage of

As a percentag

e of

Number of

Shares

As a percentage

(A+B) (A+B+C) (IX) =

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (VIII)/(IV)

*100 (c)

Qualified Foreign Investors 1 40,000 40,000 0.18 0.18 - -

(d) Any Other

OFFICE BEARERS 0 0 0 0.00 0.00 i

Non Resident Indians (Repat) 25 24,442 24,442 0.11 0.11 - -

ii Non Resident Indians (Non Repat) 4 341 341 0.00 0.00 - -

iii FOREIGN NATIONALS 0 0 0 0.00 0.00 - -

iv Clearing Member 76 2,50,789 2,50,789 1.11 1.11 - -

v OTHER DIRECTORS 0 0 0 0.00 0.00 - -

vi TRUSTS 0 0 0 0.00 0.00 - -

Sub Total (B)(2) 2612 1,44,03,406 1,44,03,403 64.01 64.01 - -

Total Public Shareholding Public Group (B)=(B)(1)+(B)(2) 2613 1,44,03,406 1,44,88,403 64.39 64.38 NA NA

Total (A)+(B) 2616 2.25,01,352 2,25,01,349 100.00 99.99 6,529,33

9 29.02 (C)

Shares held by custodians and against which Depository Receipts have been issued

i Promoter and Promoter group 0 0 0 0.00 0.00 0 0.0000

ii Public 0 0 0 0.00 0.00 0 0.0000

Sub Total ( C ) 0 0 0 0.00 0.00 0 0

GRAND TOTAL (A)+(B)+(C) 2616 2.25.01.352 2.25.01.349 100.00 99.99

6,529,339 29.02

CO

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E R

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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

2013-14.


PLACE: NAVI MUMBAI MURUGAN M. THEVAR DATE: AUGUST 12, 2014 VICE CHAIRMAN & MANAGING DIRECTOR

(xiii)

Dematerialization of Shares and liquidity The Company has established connectivity with Central Depos-itory Services (India) Limited and National Securities Deposito-ry Limited for dematerialization of shares and the same are available in electronic segment under ISIN No. INE384L01017. As on March 2014, 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 Location The 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




77

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, 2014 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 above mentioned Listing Agreement. However, with regard to appointment of independent director the Company is making all efforts in identifying and appointment of independent director. 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 Stakeholders Relationship 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., CHARTERED ACCOUNTANTS

CA SURESH HEGDE MEMBERSHIP NO. 118493 PLACE: NAVI MUMBAI DATE: AUGUST 12, 2014

AU

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AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE


78

I, 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.

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):

CERTIFICATION BY VICE CHAIRMAN & MANAGING DIRECTOR


79

CER

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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.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : NAVI MUMBAI MURUGAN M. THEVAR

DATE: AUGUST 12, 2014 VICE CHAIRMAN & MANAGING DIRECTOR


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FINANCIAL SECTION


81

To the members of


We have audited the attached Balance Sheet of Sudar Industries Limited as at 31st March 2014, 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.

MANAGEMENT’S RESPONSIBILITY:

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 Standards notified under

the Companies Act,1956(the Act) read with General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate

Affairs in respect of Section 133 of the Companies Act,2013 and accordance with the accounting principles generally accepted

in India. 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.

AUDITOR’S RESPONSIBILITY:

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 comply 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.

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:

AUDITOR’S REPORT

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i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March 2014;

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.

REPORT ON OTHER LEGAL & REGULATION REQUIREMENTS:

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 comply with Accounting

Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) In our opinion, and based on information and explanation given to us, none of the Directors are disqualified as on 31st

March 2014 from being appointed as Directors in term of section 274(1)(g) of The Companies Act, 1956.

FOR MUKESH MEHTA & ASSOCIATES FOR SURESH HEGDE & CO.

Chartered Accountants Chartered Accountants

CA MUKESH MEHTA CA SURESH HEGDE

Membership No. 100407 Membership No. 118493

FRN: 116309W FRN: 125795W

Place: Mumbai

Date: May 28, 2014


83

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITOR'S REPORT ON THE ACCOUNTS OF SUDAR INDUSTRIES

LIMITED FOR THE YEAR ENDING 31ST MARCH, 2014

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)

The inventories have been physically verified during the year by the management. In our opinion, the frequency

of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures followed by the

management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c)

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 Company has received loans of Rs.

333.87 Lacs from directors and the outstanding balance of the said loans is Rs. 394.77 Lacs. The company has

also taken Inter Corporate Deposits from three parties amounting to Rs. 514.47 Lacs during the year and the

year-end balance is Rs. 1,166.36 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 is 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.

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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 maintained by the company relating to the manufacture of

Shirts, Trousers and others pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central

Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost

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.

9 In respect of statutory dues:

(a) According to the information and explanations given to us, the company was generally regular in depositing

undisputed statutory dues to the concerned authorities in respect of Employees Provident Fund, Employees State

Insurance Fund, wealth tax, service tax, custom duty, excise duty and material statutory dues. According to the

information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were

outstanding for a period of more than six months from the date of becoming payable except the income tax liability

for the financial year ended on 31st March, 2013

(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

(xiii) of paragraph 4 of the order 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.


85

16 The Company has not raised any term loans during the year.

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.

18 The company has not made any preferential allotment of shares 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. 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.

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.

For Mukesh Mehta & Associates For Suresh Hegde and Co.


CA Mukesh Mehta CA Suresh Hegde


FRN: 116309W FRN: 125795W

Place: Mumbai

Date: May 28, 2014

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SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON FINANCIAL STATEMENTS

Note "A' to "P" referred to above form an integral part of the Balance sheet

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 Deepak Shenoy

Chartered Accountants Chartered Accountants Managing Director Director

CA Mukesh D Mehta CA Suresh Hegde Anurag Pandya

Proprietor Proprietor Company Secretary

Membership No : 100407 Membership No : 118493

FRN: 116309W FRN: 125795W

Place: Navi Mumbai

Dated: May 28, 2014

PARTICULARS NOTES As at

31st March, 2014

As at

31st March, 2013

I. EQUITY AND LIABILITIES

1 Shareholders’ funds (a) Share Capital A 2,250.14 2,250.14 (b) Reserves and Surplus B 18,217.59 14,110.39

2 Share application money pending allotment 0.00 0.00

3 Non-current liabilities (a) Long-term borrowings C 2,999.37 3,180.44 (b) Other Long term liabilities 2,029.59 0.00

4 Current liabilities (a) Short-term borrowings D 18,366.56 10,781.67 (b) Trade payables E 8,378.16 8,898.78 (c) Other current liabilities F 3,837.52 1,983.23 (d) Short Term Provision G 3,300.93 1,613.29

TOTAL 59,379.86 42,817.93

As at 31st March 2014

BALANCE SHEET

(` in Lacs)

II. ASSETS

1 Non-current assets (a) Fixed assets H

(i) Tangible assets 10,100.54 11,302.58

(ii) Capital work-in-progress 26.24 4.16

(b) Non-current investments I 536.25 220.51 (c) Deferred tax assets (net) 32.25 22.98 (d) Long-term loans and advances J 86.95 36.61 (e) Other non-current assets K 17.99 5.48

2 Current assets (a) Current Investments (b) Inventories L 12,003.89 6,759.38 (c) Trade receivables M 32,174.77 23,726.42 (d) Cash and cash equivalents N 73.83 535.96 (e) Short-term loans and advances O 2,672.16 98.19 (f) Other current assets P 1,654.99 105.66

TOTAL 59,379.86 42,817.93


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(` in Lacs)

Statement of Profit and loss For the year ended 31st March,2014

PARTICULARS NOTES 2013-14 2012-13

I. Revenue from operations 1 84,908.71 43,678.92 Less: Excise duty 0.00 0.00 Net Revenue From Operations 84,908.71 43,678.92

II. Other income 2 688.92 323.36

III. Total Revenue (I + II) 85,597.63 44,002.28

IV. Expenses: Cost of materials consumed 3 76,115.76 40,535.81 Changes in inventories of finished goods work-in-progress 4 -2,401.32 -4,889.72 Employee benefits expenses 5 1,122.36 1,033.41 Finance costs 6 2,849.74 1,979.21 Depreciation and amortization expense 1,300.90 1,158.93 Other expenses 7 530.40 398.68

Total expenses 79,517.84 40,216.32

V. Profit before exceptional and extraordinary items 6,079.79 3,785.96 and tax (III-IV)

VI. Exceptional items 0.00 2.57 VII. Profit before extraordinary items and tax (V - VI) 6,079.79 3,783.39

VIII. Extraordinary Items 0.00 0.00

IX. Profit before tax (VII- VIII) 6,079.79 3,783.39 X. Tax expense:

(1) Current tax 1,981.85 1,166.45 (2) Deferred tax -9.26 61.07

XI. Profit (Loss) for the period from continuing operations (VII-VIII) 4,107.20 2,555.87

XII. Profit/(loss) from discontinuing operations 0.00 0.00

XIII. Tax expense of discontinuing operations 0.00 0.00

XIV. Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) 0.00 0.00

XV. Profit (Loss) for the period (XI + XIV) 4,107.20 2,555.87

XVI. Earnings per equity share:

(1) Basic

18.25

11.36

(2) Diluted


Note "1" to "7" referred to above form an integral part of the Statement of Profit and Loss

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 Deepak Shenoy Chartered Accountants Chartered Accountants Managing Director Director

CA Mukesh D Mehta CA Suresh Hegde Anurag Pandya Proprietor Proprietor Company Secretary


FRN: 116309W FRN: 125795W

Place: Mumbai Dated: May 28, 2014

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for the year ended 31st March,2014

Cash flow Statement

(` in Lacs)


31st March, 2014

As at

31st March, 2013

A. CASH FLOW FROM OPERATING ACTIVITIES

NET PROFIT AFTER TAX 4,107.20 2,555.87

ADJUSTMENT FOR :-

PROVISION FOR TAX 1,972.59 1,227.52

DEPRECIATION 1,293.25 1,155.32

AMORTISATION 7.65 3.61

INTEREST PAID 2,849.74 1,979.21 OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 10,230.43 6,921.53

TRADE & OTHER RECEIVABLES -8,448.35 -14,205.87

INVENTORIES -5,244.51 -5,552.05

LOANS & ADVANCES -2,624.31 1,408.11

OTHER CURRENT LIABILITIES 714.01 0.00

OTHER CURRENT ASSETS -409.05 0.00

TRADE PAYABLES -520.62 7,289.05

NET CASH FROM OPERATING ACTIVITIES -6,302.40 -4,139.23

B. CASH FROM INVESTING ACTIVITIES PURCHASES OF FIXED ASSETS (NET) -113.29 -2,959.73

INVESTMENTS MADE -315.73 10.46

MISCELLANEOUS EXPENDITURE INCURRED -20.15 0.00

NET CASH FROM INVESTING ACTIVITIES -449.18 -2,949.27

C. CASH FROM FINANCING ACTIVITIES

INCREASE IN LONG TERM BORROWINGS -181.07 1,094.05 INCREASE IN LONG TERM LIABITIES 2,029.59 0.00

INCREASE IN SHARE CAPITAL INCL PREMIUM 0.00 2,600.00

INCREASE IN SHORT TERM BORROWINGS 7,584.89 4,011.94

INCREASE IN SHORT TERM PROVSIONS -294.21 401.75

INTEREST PAID -2,849.75 -1,979.21

NET CASH FROM FINANCING ACTIVITIES 6,289.45 6,128.53

NET INCREASE IN CASH & CASH EQUIVALENTS (A)+(B)+(C) -462.13 -959.97

OPENING CASH & CASH EQUIVALENTS 535.96 1,495.93

CASH & CASH EQUIVALENTS AS ON 31-03-2014 73.83 535.96

As per our report of even date.


FOR MUKESH MEHTA & ASSOCIATES FOR SURESH HEGDE AND CO. MURUGAN THEVAR DEEPAK SHENOY


CA MUKESH D MEHTA CA SURESH HEGDE ANURAG PANDYA



FRN: 116309W FRN: 125795W

Place: Mumbai

Dated: May 28, 2014


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CASH FLOW STATEMENT

(` in Lacs)

For the year ended 31st March,2014

Notes forming part of Balance Sheet

A SHARE CAPITAL

PARTICULARS AS AT 31 MARCH 2014 AS AT 31 MARCH 2013

Authorised

5,00,00,000 Equity Shares of ` 10/- each (Previous

Year 5,00,00,000 Equity Share of ` 10/- each)

5,000.00

5,000.00

Issued

2,25,01,352 Equity Shares of ` 10/- each

(Previous Year 2,25,01,352 Equity Share of ` 10/- each)

2,250.14

2,250.14

Subscribed & Paid up

2,25,01,352 Equity Shares of ` 10/- each (Previous

Year 2,25,01,352 Equity Share of ` 10/- each)

2,250.14

2,250.14

Subscribed but not fully Paid up

-

-

TOTAL 2,250.14 2,250.14

A.1 39,54,377 Shares were allotted as preferential in the last five years pursuant to the assets taken over from Benzo Petro

International Limited without payments being received in cash.

A.2 THE RECONCILIATION OF THE NUMBER OF SHARES OUTSTANDING IS SET OUT BELOW :

PARTICULARS

EQUITY SHARES PREFERENCE SHARES

AS AT 31ST

MARCH 2014

AS AT 31ST

MARCH 2013

AS AT 31ST

MARCH 2014

AS AT 31ST

MARCH 2013

Shares outstanding at the beginning of the year

2,25,01,352

2,25,01,352 - -

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year

2,25,01,352

2,25,01,352 - -

A.3 THE DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARE :

NAME OF SHAREHOLDER

AS AT 31 MARCH 2014 AS AT 31 MARCH 2013

NO. OF SHARES % HELD NO. OF SHARES % HELD

Benzo Petro International Limited 39,54,377 17.57 39,54,377 17.57

Prudent Fintrade Private Limited 19,47,500 8.66 19,47,500 8.66

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Notes forming part of Balance Sheet

B RESERVES & SURPLUS


A. Securities Premium Account

Opening Balance 8,789.94 6,585.37

Add : Securities premium credited on Share issue 0.00 2,204.57

Less : Premium Utilised for various reasons 0.00 0.00

Premium on Redemption of Debentures 0.00 0.00

For Issuing Bonus Shares 0.00 0.00

Closing Balance 8,789.94 8,789.94

B. Surplus

Opening balance 5,320.45 2,764.58

(+) Net Profit/(Net Loss) For the current year 4,107.20 2,555.87

(+) 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 9,427.65 5,320.45

TOTAL 18,217.59 14,110.39

C LONG TERM BORROWINGS

AS AT 31 MARCH 2014 AS AT 31 MARCH 2013 PARTICULARS

NON CURRENT CURRENT NON CURRENT CURRENT

Secured

(a) Term loans

From banks

Union Bank of India 0.00 4.27 4.58 4.03

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


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

Bank of India - 003 0.00 244.50 181.87 226.03

Bank of India - 004 0.00 179.58 147.83 67.46

State Bank Of India - 31969319550 101.98 60.00 177.48 60.00

State Bank Of India - 31977427237 1,220.46 500.00 1,723.37 500.00

Union Bank of India - 520 95.66 86.40 183.19 86.40



Bank of Maharashtra 0.00 0.00 0.00 1,005.02

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

situated at Khalapur, Maharashtra & Pardi, Baroda, Gujarat )

1,438.24 1,103.07 2,467.65 1,980.15

Unsecured

(a) Other loans and advances 1,166.36 0.00 651.89 0.00

(b) Loans and advances from related parties 394.77 0.00 60.90 0.00

1,561.13 0.00 712.79 0.00

TOTAL 2,999.37 1,103.07 3,180.44 1,980.15


91

CASH FLOW STATEMENT

(` in Lacs)


Notes forming part of the Accounts

C.1 Maturity Profile Term Loans are as set out below :

Maturity Profile

6-11 years 2-5 years 1 year Total

Term Loans From Banks

Union Bank of India Vehicle loan - - 7.99 7.99

Bank of India - 003 - - 244.50 244.50

Bank of India - 004 - - 179.58 179.58

State Bank Of India - 31969319550 - 101.98 60.00 161.98

State Bank Of India - 31977427237 - 1,220.46 500.00 1,720.46

Union Bank of India - 520 - 95.66 86.40 182.06

Union Bank of India - 521 - - - -


Bank of Maharashtra - - - -

C.2 UNSECURED LOAN FROM RELATED PARTIES OF RS. 394.77 LACS ARE FROM DIRECTORS ONLY.

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(` in Lacs) D SHORT TERM BORROWINGS


Secured

(a) Loans repayable on demand

From banks

Cash Credits

Bank of Maharashtra 2,090.90 1,001.94

Central Bank of India 2,470.50 0.00

IDBI Bank 983.73 994.95

Bank of India 3,145.59 2,098.79

State Bank of India 6,047.40 4,675.46

Union Bank of India 3,140.24 2,010.53

Syndicate Bank PCL 407.13 0.00

18,285.49 10,781.67

Unsecured


from banks 0.00 0.00

from other parties 81.07 0.00

(b) Loans and advances from related parties 0.00 0.00

81.07 0.00

TOTAL 18,366.56 10,781.67

Cash Credits from Banks referred above to the extent of :

(a) Rs. 18,285.49 Lacs are secured by primary charge over the present & future stock of Raw Material, Stock in Progress, Finished goods,

Stores & Spares, Book Debts and Receivable etc. of the company in favor of the Consortium Lenders Banks i.e. Bank of Maharashtra,

State Bank of India, Bank of India, Union Bank of India, Central Bank of India, IDBI Bank and Syndicate Bank.

E TRADE PAYABLES PARTICULARS AS AT 31 MARCH 2014 AS AT 31 MARCH 2013

Micro, Small and Medium Enterprises

7,750.47 8,860.97

Others 627.69 37.81

TOTAL 8,378.16 8,898.78

F OTHER CURRENT LIABILITIES


Current Maturities of Long Term Debt 1,103.07 1,980.15

(Refer Note No. C)

Other Payables* 2,734.45 3.08

TOTAL 3,837.52 1,983.23

* Includes Security Deposit, advance from customers, Other Expenses Payables.

G SHORT TERM PROVISIONS


(a) Provision for employee benefits

Salary and Reimbursements 66.99 55.58

Contribution to PF 0.00 0.00

Gratuity (unfunded) 0.00 0.00

Leave Encashment (unfunded) 0.00 0.00

Superannuation 0.00 0.00

ESOP / ESOS 0.00 0.00

(b) Others** 3,233.94 1,557.71

TOTAL 3,300.93 1,613.29

** Includes Statutory dues & liabilities to the Govt. & Semi-Govt Authorities.


93

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FIN

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94



I NON CURRENT INVESTMENTS


A.Trade Investments

(a) Investment Properties 0.00 0.00

(b) Investment in Equity instruments

Finaventure Capital Limited 199.86 199.86

Shamrao Vithal Co-op Bank Limited 0.65 0.65

Total (A) 200.51 200.51

B. Other Investments

(a) Investments in Mutual Funds

SBI Mutual Fund 20.00 20.00

Union KBC Capital Mutual Fund 100.00 0.00

(b) Investments in partnership firms* 0.00 0.00

(c) Investments in Wholly Owned Subsidiaries

Sudar Global Industries FZE 168.92 0.00

Sudar Industries UK Limited 10.27 0.00

(d) Other non-current investments

LIC of India 36.54 0.00

Total (B) 335.73 20.00

Grand Total (A + B) 536.25 220.51

Less : Provision for diminution in the value of Investments 0.00 0.00

TOTAL 536.25 220.51

(` in Lacs)

J LONG-TERM LOANS AND ADVANCES


(B) Security Deposits

Secured, considered good 0.00 0.00

Unsecured, considered good 86.95 36.61

Doubtful 0.00 0.00

Less: Provision for doubtful loans and advances 0.00 0.00 TOTAL 86.95 36.61


95

CASH FLOW STATEMENT

(` in Lacs)



M TRADE RECEIVABLES


Trade receivables outstanding for a period less than six months

from the date they are due for payment


Unsecured, considered good 32,174.77 23,726.42

Unsecured, considered doubtful 0.00 0.00

Less: Provision for doubtful debts

32,174.77 23,726.42

Trade receivables outstanding for a period exceeding six months





Less: Provision for doubtful debts 0.00 0.00

0.00 0.00

TOTAL 32,174.77 23,726.42

K OTHER NON-CURRENT ASSETS PARTICULARS AS AT 31 MARCH 2014 AS AT 31 MARCH 2013

(a) Long Term Trade Receivables 0.00 0.00

(b) Debts Due by Related Party 0.00 0.00

(c) Others

Preliminary Expenses not written off 25.64 9.10

Less: Written off During the year 7.65 3.62

Balance carried to Balance sheet 17.99 5.48

TOTAL 17.99 5.48

L INVENTORIES PARTICULARS AS AT 31 MARCH 2014 AS AT 31 MARCH 2013

a. Raw Materials and components 3,773.97 930.78

Goods-in transit

b. Work-in-progress 3,995.84 3,184.30

Goods-in transit

c. Finished goods 4,234.08 2,644.31

Goods-in transit

TOTAL 12,003.89 6,759.38

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(` in Lacs)



O SHORT-TERM LOANS AND ADVANCES


(a). Others (specify nature)

Unsecured & considered good* 2,672.16 98.19

Doubtful 0.00 0.00

Less:Provision for doubtful loans and advances 0.00 0.00

2672.16 98.19

TOTAL 2,672.16 98.19

* Includes Advance given Staff, Advance for Expenses, Advance to Suppliers.

P OTHER CURRENT ASSETS


Balance with Revenue Authorities

649.89 103.31

Deposits

1,000.00 0.00

(Deposits with Govt Authorities )

Others#

5.10 2.35

TOTAL 1,654.99 105.66

# Includes Interest Receivables, Balance with Revenue Authorities etc.

N CASH AND CASH EQUIVALENTS


a. Balances with banks 60.97 526.42

This includes:

Earmarked Balances (eg/- unpaid dividend accounts)

Margin money

Security against borrowings

Guarantees

Other Commitments

Bank deposits with more than 12 months maturity

b. Cheques, drafts on hand 0.00 0.00

c. Cash on hand 12.86 9.54

d. Others (specify nature) 0.00 0.00

TOTAL 73.83 535.96


97


(` in Lacs)

Notes forming part of Profit and Loss Accounts

NOTE "1"

2014 2013

SALES

Sale of products 84,727.64 43,635.41

Sale of services 0.00 0.00

Other operating revenues 181.07 43.51

TOTAL

84,908.71 43,678.92

NOTE "2"

OTHER INCOME :

Interest Income 15.49 37.18

Dividend Income 0.75 0.00

Net gain/loss on Sale of Investments 0.00 0.00

Other Non-Operating Income

Duty Drawback 599.71 199.68

Dividends from subsidiary companies 0.00 0.00

Adjustment to carrying amount of investments 0.00 0.00

Net gain on foreign currency transaction and translation 72.97 86.50

TOTAL 688.92 323.36

NOTE "3'

COST OF MATERIALS CONSUMED

A) COST OF RAW AND PACKING MATERIAL CONSUMED

Opening Stock 930.77 268.45

Add: Purchases 74,978.71 37,826.21

75,909.48 38,094.66

Less: Sales (At Sale Price) 0.00 0.00

75,909.48 38,094.66

Less: Closing Stock 3,773.97 930.77

Sub total 72,135.51 37,163.89

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(` in Lacs)



B) MANUFACTURING EXPENSES

Labor, Spares & Other Charges 3,727.82 3,260.25

Repairs 17.13 7.19

Power, Fuel & Electricity 125.57 75.91

Other Manufacturing Expenses. 109.73 28.57

Sub total 3,980.25 3,371.92

COST OF MATERIALS CONSUMED (GRAND TOTAL) 76,115.76 40,535.81

NOTE "4"

CHANGE IN INVENTORIES OF FINISHED GOODS & WORK-IN-PROGRESS

Opening Stock

Work- in- process 3,184.30 637.44

Finished Goods. 2,644.30 301.44

5,828.60 938.88

Less: Closing Stock

Work- in- process 3,995.84 3,184.30

Finished Goods. 4,234.08 2,644.30

8,229.92 5,828.60

CHANGES IN INVENTORIES -2,401.32 -4,889.72

Note "5"

EMPLOYEE BENEFITS EXPENSES

Wages, Salaries, Bonus and Other Payments 992.95 909.10

Contribution to Provident and Other Funds 0.00 0.00

Workmen and Staff Welfare Expenses 19.91 41.81

Remuneration to Directors 109.50 82.50

TOTAL 1,122.36 1,033.41

Note "6"

FINANCIAL EXPENSES

Interest Expense 2,725.82 1,826.91

Other Borrowing Costs 123.92 152.30

TOTAL 2,849.74 1,979.21


99


(` in Lacs)


Note "7"

OTHER EXPENSES

Payment to Auditors

As Auditor 3.00 3.00

For Taxation Matters 1.00 1.00

Power and fuel 9.74 7.09

Rent 30.88 15.35

Repairs to buildings 2.08 0.44

Repairs to machinery 4.98 10.31

Insurance 27.03 13.24

Rates and taxes (excluding taxes on income) 62.45 1.70

Miscellaneous expenses 389.23 346.55

TOTAL 530.40 398.68

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(` in Lacs)

Balance Sheet Abstract and Company's General Business

1 Registration Details

Registration No.

L74999MH2002PLC134707

State Code

11

Balance Sheet Date 31-03-2014

2 Capital raised during the year

Public issue Nil Right Issue Nil

Bonus Issue Nil Private Placement Nil

3 Position of Mobilisation and Deployment of Funds

Total Liabilities 59,379.86 Total Assets 59,379.86

Sources Of Funds Application Of Funds

Paid-up Capital 2,250.14 Net Fixed Assets 10,126.77 Reserves & Surplus 18,217.59 Investments 536.25

Secured Loans 19,723.73 Net Current Assets 14,696.47

Unsecured Loans 1,642.20 Miscellaneous Expenditure 17.99

Deferred Tax Liability 0.00 Deferred Tax Assets 32.25

4 Performance of Company

Turnover 85,597.63 Total Expenditure 79,517.84

Profit before Tax 6,079.79 Profit after Tax 4,107.20

Earning per Share 18.25 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


For and on behalf of Board,



CA MUKESH D MEHTA CA SURESH HEGDE ANURAG PANDYA Proprietor Proprietor Company Secretary Membership No : 100407 Membership No : 118493 FRN: 116309W FRN: 125795W

Place: Mumbai

Dated: May 28, 2014


101


Significant Accounting Policies & Notes to Accounts

Significant Accounting Polices

A. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These financial statements have been prepared to comply with Accounting Principles Generally accepted in India (Indian

GAAP), the Accounting Standards notified under the Companies (Accounting Standards) Rule, 2006 and the relevant provisions

of the Companies A c t , 1956.

The financial statements are prepared on accrual basis under the historical cost convention, except for certain fixed assets

which are carried at revalued amounts. The financial statements are presented in Indian rupees rounded off to the nearest

rupees in Lacs.

B. USE OF ESTIMATES

The preparation of financial statements in conformity with Indian Rule GAAP requires judgments, estimates and assumptions to

be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the

financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the

actual results and estimates are recognized in the period in which the results are known/materialized.

C. FIXED ASSETS

Tangible Assets

Tangible Assets are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on

revaluation, less accumulated depreciation and impairment loss, if any. The cost of tangible assets comprises its purchase

price, borrowing cost and any cost directly attributable to bringing the asset to its working condition for its intended use,

net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits

from the existing asset beyond its previously assessed standard of performance.

Projects under which assets are not ready for their intended use are shown as Capital Work-In-Progress.

Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and

impairment loss, if any. The cost comprises purchase price, borrowing costs, and any cost directly attributable to bringing the

asset to its working condition for the intended use and net charges on foreign exchange contracts and adjustments arising

from exchange rate variations attributable to the intangible assets.

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.

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102



D. LEASES

As per Accounting Standard 19 “Leases”, the disclosures as defined in the Accounting Standard are given as below:

a) Operating Leases: Rentals are expensed on a straight line basis with reference to lease terms and other

considerations.

b) (i) Finance leases prior to 1st April, 2001: Rentals are expensed with reference to lease terms and other

considerations.

(ii) Finance leases on or after 1st April, 2001: The lower of the fair value of the assets and present value of the minimum

lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal

component in the lease rental is adjusted against the lease liability and the interest component is charged to

Statement of Profit and Loss .

c) However, rentals referred to in (a) or (b) (i) above and the interest component referred to in (b) (ii) above, pertaining to the

period up to the date of commissioning of the asset are capitalized.

d) All assets given on finance lease are shown as receivables at an amount equal to net investment in the lease. Initial direct

costs in respect of lease are expensed in the period in which such costs are incurred. Income from lease assets is

accounted by applying the interest rate implicit in the lease to the net investment.

E. IMPAIRMENTS

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to

the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior

accounting period is reversed if there has been a change in the estimate of recoverable amount.

F. FOREIGN CURRENCY TRANSACTIONS

As per Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, the disclosures as defined in the

Accounting Standard are given as below:

a) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the

transaction or that approximates the actual rate at the date of the transaction.

b) Monetary items denominated in foreign currencies at the yearend are restated at year end rates. In case of items which

are covered by forward exchange contracts, the difference between the yearend rate and rate on the date of the contract

is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the

contract.

c) Non-monetary foreign currency items are carried at cost.

d) In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date

of transaction or that approximates the actual rate at the date of transaction. Branch monetary assets and liabilities are

restated at the yearend rates.

e) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the

Statement of Profit and Loss, except in case of long term liabilities, where they relate to acquisition of fixed assets, in which

case they are adjusted to the carrying cost of such assets.

G. INVESTMENTS

Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Long-term investments are

stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than

temporary.


103



H. INVENTORIES

Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in

case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion

and other costs including manufacturing overheads incurred in bringing them to their respective present location and

condition.

Cost of raw materials, process chemicals, stores and spares, packing materials, trading and other products are

determined on weighted average basis.

I. REVENUE RECOGNITION

Revenue is recognized only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably

measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, services,

service tax, excise duty and sales during trial run period, adjusted for discounts (net), and gain/loss on corresponding hedge

contracts.

Dividend income is recognized when the right to receive payment is established.

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate

applicable.

J. EMPLOYEE BENEFITS

Short term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by

employees are recognized as an expense during the period when the employees render the services. These benefits include

performance incentive and compensated absences.

Post-employment benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a

separate entity The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and

Pension Scheme. The Company’s contribution is recognized as an expense in the Statement of Profit and Loss during the period

in which the employee renders the related service.

Defined benefit plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the Projected Unit

Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.

Actuarial gains and losses in respect of post-employment and other long term benefits are charged to the Statement of Profit

and Loss.

K. BORROWING COSTS

As per Accounting Standard 16 “Borrowing Costs”, the disclosures as defined in the Accounting Standard are given as below:

Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an

adjustment to the interest cost. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are

capitalized as part of the cost of such assets.

A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing

costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

As per AS-16: Borrowing Cost Disclosures there is no borrowing cost incurred in respect of any Qualified Capital Assets as well as no

interest or financial charges incurred on qualifying assets haven’t been capitalized during the year.

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L. RESEARCH AND DEVELOPMENT EXPENSES

Revenue expenditure pertaining t o research i s charged t o the Statement of Profit and Loss. Development costs of products

a r e charged t o the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which

case such expenditure is capitalized.

M. CASH FLOW STATEMENT

The Company has prepared the Cash Flow Statement using the indirect method on compliance with Accounting Standard issued by

the Institute of Chartered Accountants of India (AS-3).

N. TAXATION

As per Accounting Standard 22 “Accounting for Tax on Income”, the disclosures as defined in the Accounting Standard are

given as below:

Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the

tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between

taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred

tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be

available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is

virtual certainty that sufficient future taxable income will be available to realize the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively

enacted by the Balance Sheet date.

PARTICULARS As at 31.03.2014

A) Deferred Tax Assets/ (Liabilities)

Depreciation as per I.T. Act 1,264.70

Depreciation as per Companies Act 1,293.25 9.26

Opening Provision 22.98

Gratuity Disallowed NIL

MAT credit available NIL

TOTAL NIL

Net Deferred Tax liabilities/(Assets) (A-B) 32.25

(` in Lacs)


105



Notes on Financial Statements

The previous year figures have been regrouped/reclassified whenever necessary to confirm the current year presentation.

1. Sundry Creditors, Sundry Debtors, Loans & Advances have been taken at their book value subject to confirmation and reconciliation.

2. Shareholding of the Company

3. Disclosure in respect of Related Party Transactions as per AS 18 during the Year:

(i) List of related parties and relationships:

NAME OF SHAREHOLDER


NO. OF

SHARE

HOLDER

NO. OF SHARES

HELD % HELD

NO. OF

SHARE

HOLDER

NO. OF SHARES

HELD

% OF

HELD

PROMOTER AND PROMOTER

GROUP HOLDING Indian

Promoters

3 80,12,946 35.61 3 85,91,146 38.18

Total (A) 3 80,12,946 35.61 3 85,91,146 38.18 NON – PROMOTER HOLDING Foreign Institutional Investors

(Fll)

1 85,000 0.38 1 85,000 0.38

Others Private Corporate Bodies 148 1,04,65,913 46.51 201 95,59,052 42.48 Qualified Foreign Investors 1 40,000 0.18 Indian Public 2,358 36,21,921 16.09 1,745 38,24,325 17.00 NRIs 29 24,783 0.11 18 2,247 0.01 Any other (Clearing Members) 76 2,50,789 1.11 73 4,39,582 1.95

TOTAL (B) 2,613 1,44,88,406 64.39 2,038 1,39,10,206 61.82

GRAND TOTAL (A)+(B) 2,616 2,25,01,352 100.00 2,041 2,25,01,352 100.00

SR. NO NAME OF THE RELATED PARTY RELATIONSHIP

1. Murugan Muthiah Thevar Key Managerial Personnel

2. M. G. Subramaniam Key Managerial Personnel

3. Deepak Bhaskar Shenoy Key Managerial Personnel

4. Gopi Chellappan Nair Key Managerial Personnel

5. Srinivas Gurpur Kamath Key Managerial Personnel

6. Sudar Global Industries FZE Subsidiary Company

7. Sudar Industries UK Ltd Subsidiary Company

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(` in Lacs)



(ii) Transaction during the year with related parties:

4. Remuneration paid to Key Management Personnel

5. Loans and Advances are considered good in respect of which company does not hold any security other than the personal guarantee of

person.

6. Auditors Remuneration

7. Additional information pursuant to the provisions of Paragraph 3, 4C and 4 D of schedule VI of the companies Act, 1956

a) Details of Production (Garment Segment)

b) Details of Production (Chemical Segment)

c) Purchase of Major Raw Materials (Garment Segment)

SR. NO. NAME OF TRANSACTIONS KEY MANAGERIAL PERSONNEL

2013-14 2012-13

1. Unsecured Loan 317.34 33.97


PARTICULARS 31.03.2014 31.03.2013

Murugan M.Thevar 60.00 60.00

Gopi Nair 12.00 12.00

M G Subramaniam 12.50 00.00

Deepak Shenoy 12.00 00.00

Srinivas Kamath 08.00 00.00

TOTAL 104.50 72.00

PARTICULARS 31.03.2014 31.03.2013

Statutory Audit 3.00 3.00

Tax Audit 1.00 1.00

PARTICULARS 31.03.2014 31.03.2013 Units Quantity Units Quantity Shirt Nos. 23,65,512 Nos. 28,58,769 Trousers Nos. 12,07,971 Nos. 7,65,698 Ladies Top/Shirt Nos. 11,82,777 Nos. NIL Others (Garment) Nos. 29,24,114 Nos. 18,58,245

PARTICULARS 31.03.2014 31.03.2013 Units Quantity Units Quantity Chemical (Products) Kgs. 5,75,298 Kgs. 1,66,215

PARTICULARS UNIT 31.03.2014 31.03.2013

Mtrs Quantity Values Quantity Values

Fabrics Mtrs 1,72,72,124 42,820.66 1,42,38,444 28,085.76

(` in Lacs)

(` in Lacs)

(` in Lacs)


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d) Purchase of Major Raw Materials (Chemical Segment)

e) Finished Goods Stock (Garment Segment)

f ) finished Goods Stock

8. Earnings per Shares (EPS)

As per Accounting Standard 20 “Earnings Per Share”, the disclosures as defined in the Accounting Standard are given as below:

9. The company is engaged in the business of manufacture & export of readymade garments and chemicals and other intermediates.

Further as per the requirement of AS-17 issued by the Institute of Chartered Accountants of India, the segment for its turnover is as

under:

Further, all the immovable assets of the company are situated in India, hence Segment reporting for assets is not reportable

PARTICULARS UNIT 31.03.2014 31.03.2013 Quantity Values Quantity Values Shirts Nos. 1,21,955 886.61 1,97,733 1,182.92

Trousers Nos. 24,990 214.66 62,810 463.53

Ladies Top Nos. 1,53,832 1,229.57 0.00 0.00

Others Nos. 75,278 488.86 68,946 524.00

PARTICULARS 31.03.2014 31.03.2013 Profit after Tax in lacs 4,107.20 2,555.87 No. of Equity Shares at the year end 2,25,01,352 2,25,01,352 EPS 18.25 11.36 Face Value of shares 10.00 10.00

DESCRIPTION 2013-14 2012-13 Domestic :

Export :

45,930.37

7,181.00

33,300.42

2,298.80

Garments (Revenue) 53,111.37 35,599.22

Domestic :

Export :

26,406.04

5,391.30

6,060.20

2,019.50 Chemicals (Revenue) 31,797.34 8,079.70

TOTAL: 84,908.71 43,678.92


Kgs. Quantity Values Quantity Values

Chemical (Materials) Kgs. 19,73,825 31,015.11 5,97,450 8,439.72


Quantity Values Quantity Values

Chemical (Products) Kgs. 14,116 1,414.38 20,554 473.85

(` in Lacs)

(` in Lacs)

(` in Lacs)

(` in Lacs)

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10. The SSI status of the creditors for goods is not known to the company; hence the information is not given.

11. Previous year figures have been regrouped or rearrange whenever necessary.

12. Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an

outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted

to their present value and are determined based on the best estimate required to settle the obligation at the reporting date.

These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor

disclosed in the financial statement.


109

To

The Members of SUDAR INDUSTRIES LIMITED

1. We have audited the attached Consolidated Balance Sheet of SUDAR INDUSTRIES LIMITED (the “company”) and its

subsidiary M/S. SUDAR GLOBAL INDUSTRIES FZE. (Collectively referred to as “the Group”) for the year ended on 31st

March,2014, the Consolidated profit and loss Account for the year ended on that date annexed thereto. These financial

statements are the responsibility of the company’s management and have been prepared by the management on basis of

separate financial statements and other financial information regarding components. Our responsibility is to express an

opinion on these financial statements based on our audit.

2. 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.

3. We did not audit the financial statements of subsidiary, M/S. SUDAR GLOBAL INDUSTRIES FZE. Whose financial

statements reflect total assets of Rs.372,205,840/- for the period ended as on 31st December 2013, total turnover of Rs.

713,206,584/- and closing cash and cash equivalents amounting to Rs. 22,984,888/- for the period ended 31st December,

2013. These financial statements and other financial information have been audited by other auditors whose reports have

been furnished to us, and our opinion is based solely on the report of other auditors.

4. We report that the consolidated financial statements have been prepared by the Company’s management in accordance

with the requirement of Accounting Standard (AS) 21, Consolidated Financial Statement as notified by Companies

(Accounting Standards) Rules, 2006.

5. Based on our audit as aforesaid, and on consideration of reports of other auditors on separate financial statements and on

the other financial information of the components and to the best of our information and according to the explanations

given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in

conformity with the accounting principles generally accepted in India:-

AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENT

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In the case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Group for the year ended as

on 31st March, 2014; and

In the case of the Consolidated Profit and Loss account, of the Profit of Group for the year ended on that date.

In the case of the Consolidated Cash Flow Statement, of the Cash Flows of the Group for the year ended on that

date.

For Mukesh Mehta & Associates For Suresh Hegde and Co.


CA Mukesh Mehta CA Suresh Hegde


FRN: 116309W FRN: 125795W

Place: Mumbai

Date: May 28, 2014


111

As at 31st March 2014

Consolidated balance sheet

(` in Lacs)


31st March, 2014

As at

31st March, 2013

I. EQUITY AND LIABILITIES 1 Shareholders’ funds (a) Share Capital A 2,250.14 2,250.14 (b) Reserves and Surplus B 18,675.44 14,110.39 2 Share application money pending

allotment

0.00 0.00

3 Non-current liabilities (a) Long-term borrowings C 2,999.37 3,180.44 (b) Other Long term liabilities 2,029.59 0.00 4 Current liabilities (a) Short-term borrowings D 18,366.56 10,781.67 (b) Trade payables E 11,473.44 8,898.78 (c) Other current liabilities F 3,837.52 1,983.23

(c) Short Term Provision G 3,300.93 1,613.29

TOTAL 62,932.99 42,817.93 II. ASSETS

Non-current assets H 1 (a) Fixed assets (i) Tangible assets 10,100.54 11,302.58

(ii) Capital work-in-progress 26.24 4.16 (b) Non-current investments I 357.06 220.51

(c) Deferred tax assets (net) 32.25 22.98

(d) Long-term loans and advances J 86.95 36.61 (e) Other non-current assets K 17.99 5.48

2 Current assets (a) Current Investments

(b) Inventories L 12,003.89 6,759.38 (c) Trade receivables M 35,666.98 23,726.42 (d) Cash and cash equivalents N 313.95 535.96

(f) Short-term loans and advances O 2,672.16 98.19 (g) Other current assets P 1,654.99 105.66 TOTAL 62,932.99 42,817.93


Note "A' to "P" referred to above form an integral part of the Balance sheet 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 DEEPAK SHENOY


CA MUKESH D MEHTA CA SURESH HEGDE ANURAG PANDYA Proprietor Proprietor Company Secretary

Membership No : 100407 Membership No : 118493 FRN: 116309W FRN: 125795W Place: Mumbai Dated: May 28, 2014

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Consolidated statement of profit and loss

PARTICULARS Note No. 2013-14 2012-13

I. Revenue from operations 1 92,040.78 43,678.92 Less: Excise duty 0.00 0.00

Net Revenue From Operation 92,040.78 43,678.92 II. Other income 2 688.92 323.36

III. Total Revenue (I + II) 92,729.70 44,002.28 IV. Expenses: Cost of materials consumed 3 82,724.01 40,535.81 Changes in inventories of finished goods work-in-progress 4 -2,401.32 -4,889.72 Employee benefits expenses 5 1,160.95 1,033.41 Finance costs 6 2,850.86 1,979.21 Depreciation and amortization expense 1,300.90 1,158.93 Other expenses 7 556.65 398.68 Total expenses 86,192.05 40,216.32

V. Profit before exceptional and extraordinary items 6,537.64 3,785.96 and tax (III-IV)

VI. Exceptional items 0.00 2.57 VII. Profit before extraordinary items and tax (V - VI) 6,537.64 3,783.39 VIII. Extraordinary Items 0.00 0.00

IX. Profit before tax (VII- VIII) 6,537.64 3,783.39 X Tax expense: (1) Current tax 1,981.85 1,166.45 (2) Deferred tax -9.26 61.07

XI Profit (Loss) for the period from continuing 4,565.05 2,555.87 operations (VII-VIII)

XII Profit/(loss) from discontinuing operations 0.00 0.00 XIII Tax expense of discontinuing operations 0.00 0.00

XIV Profit/(loss) from Discontinuing operations 0.00 0.00 (after tax) (XII-XIII)

XV Profit (Loss) for the period (XI + XIV) 4,565.05 2,555.87

XVI Earnings per equity share: (1) Basic 20.29 11.36 (2) Diluted

(` in Lacs)

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON FINANCIAL STATEMENTS Note "1" to "7" referred to above form an integral part of the Statement of Profit and Loss 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 DEEPAK SHENOY Chartered Accountants Chartered Accountants Managing Director Director CA MUKESH D MEHTA CA SURESH HEGDE ANURAG PANDYA Proprietor Proprietor Company Secretary Membership No : 100407 Membership No : 118493 FRN: 116309W FRN: 125795W Place: Mumbai

Dated: May 28, 2014


113

for the year ending on 31st March,2014

Consolidated cash flow statement

(` in Lacs)

PARTICULARS NOTE

NO.

As at

31st March, 2014

As at

31st March, 2014

A. CASH FLOW FROM OPERATING ACTIVITIES NET PROFIT AFTER TAX 4,565.05 2,555.87 ADJUSTMENT FOR :- PROVISION FOR TAX 1,972.59 1,227.52 DEPRECIATION 1,293.25 1,155.32 AMORTISATION 7.65 3.61 INTEREST PAID 2,850.86 1,979.21 OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 10,689.41 6,921.53 TRADE & OTHER RECEIVABLES -11,940.56 -14,205.87 INVENTORIES -5,244.51 -5,552.05 LOANS & ADVANCES -2,624.31 1,408.11 OTHER CURRENT LIABILITIES 1,854.29 0.00 OTHER CURRENT ASSETS -1,549.33 0.00 TRADE PAYABLES 2,574.66 7,289.05 NET CASH FROM OPERATING ACTIVITIES -6,240.36 -4,139.23 B. CASH FROM INVESTING ACTIVITIES PURCHASES OF FIXED ASSETS (NET) -113.29 -2,959.73 INVESTMENTS MADE -136.54 10.46 MISCELLANEOUS EXPENDITURE INCURRED -20.15 0.00 NET CASH FROM INVESTING ACTIVITIES -269.99 -2,949.27 C. CASH FROM FINANCING ACTIVITIES INCREASE IN LONG TERM BORROWINGS -181.07 1,094.05 INCREASE IN LONG TERM LIABITIES 2,029.59 0.00 INCREASE IN SHARE CAPITAL INCL PREMIUM 0.00 2,600.00

INCREASE IN SHORT TERM BORROWINGS 7,584.89 4,011.94

INCREASE IN SHORT TERM PROVSIONS -294.21 401.75 INTEREST PAID -2,850.86 -1,979.21 NET CASH FROM FINANCING ACTIVITIES 6,288.34 6,128.53 NET INCREASE IN CASH & CASH EQUIVALENTS (A)+(B)+(C) -222.00 -959.97

OPENING CASH & CASH EQUIVALENTS 535.96 1,495.93 CASH & CASH EQUIVALENTS AS ON 31-03-2014 313.95 535.96

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 DEEPAK SHENOY Chartered Accountants Chartered Accountants Managing Director Director CA MUKESH D MEHTA CA SURESH HEGDE ANURAG PANDYA Proprietor Proprietor Company Secretary Membership No : 100407 Membership No : 118493 FRN: 116309W FRN: 125795W Place: Mumbai Dated: May 28, 2014

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As at 31st March, 2014

Notes on consolidated financial statements

(` in Lacs) A SHARE CAPITAL


Authorised 5,00,00,000 Equity Shares of ` 10/- each 5,000.00 5,000.00 (Previous Year 5,00,00,000 Equity Share of ` 10/- each)

Issued

2,25,01,352 Equity Shares of `10/- each 2,250.14 2,250.14

(Previous Year 2,25,01,352 Equity Share of 10/- each)

Subscribed & Paid up

2,25,01,352 Equity Shares of `10/- each 2,250.14 2,250.14 (Previous Year 2,25,01,352 Equity Share of ` 10/- each) Subscribed but not fully Paid up - -

TOTAL 2,250.14 2,250.14

A.1 39,54,377 Shares were allotted as preferential in the last five year pursuant to the assets taken over from Benzo Petro

International Limited without payments being received in cash.

A.2 The reconciliation of the number of shares outstanding is set out below :

PARTICULARS EQUITY SHARES PREFERENCE SHARES

AS AT 31ST

MARCH 2014

AS AT 31ST

MARCH 2013

AS AT 31ST

MARCH 2014

AS AT 31ST

MARCH 2013

Shares outstanding at the beginning of the year 2,25,01,352 2,25,01,352 - -

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 2,25,01,352 2,25,01,352 - -

A.3 The Details of Shareholders holding more than 5% share :

NAME OF SHAREHOLDER


NO. OF SHARES % HELD NO. OF SHARES % HELD

Benzo Petro International Limited 39,54,377 17.57 39,54,377 17.57

Prudent Fintrade Private Limited 19,47,500 8.66 19,47,500 8.66


115



B RESERVES & SURPLUS


A. Securities Premium Account Opening Balance 8,789.94 6,585.37 Add : Securities premium credited on Share issue 0.00 2,204.57 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 8,789.94 8,789.94 B. Surplus Opening balance 5,320.45 2,764.58 (+) Net Profit/(Net Loss) For the current year 4,565.05 2,555.87 (+) 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 9,885.50 5,320.45

TOTAL 18,675.44 14,110.39

C LONG TERM BORROWINGS


NON CURRENT CURRENT NON CURRENT CURRENT

Secured

(a) Term loans

From banks


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


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

Bank of India - 003 0.00 244.50 181.87 226.03

Bank of India - 004 0.00 179.58 147.83 67.46

State Bank Of India - 31969319550 101.98 60.00 177.48 60.00

State Bank Of India - 31977427237 1,220.46 500.00 1,723.37 500.00




Bank of Maharashta 0.00 0.00 0.00 1,005.02

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

Company situated at Khalapur, Maharashtra & Pardi, Baroda,

Gujarat )

1,438.24 1,103.07 2,467.65 1,980.15

Unsecured

(a) Other loans and advances 1,166.36 0.00 651.89 0.00

(b) Loans and advances from related parties 394.77 0.00 60.90 0.00

1,561.13 0.00 712.79 0.00

TOTAL 2,999.37 1,103.07 3,180.44 1,980.15

(` in Lacs)

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(` in Lacs) C.1 Maturity Profile Term Loans are as set out below :

MATURITY PROFILE 6-11 YEARS 2-5 YEARS 1 YEAR TOTAL

Term Loans From Banks

Union Bank of India Vehicle loan - - 7.99 7.99

Bank of India - 003 - - 244.50 244.50

Bank of India - 004 - - 179.58 179.58

State Bank Of India - 31969319550 - 101.98 60.00 161.98

State Bank Of India - 31977427237 - 1,220.46 500.00 1,720.46


Union Bank of India - 521 - - - -


Bank of Maharashta - - - -

C.2 Unsecured Loan from related parties of Rs. 394.77 Lacs are from Directors only.

D SHORT TERM BORROWINGS


Secured


From banks

Cash Credits

Bank of Maharashtra

2,090.90 1,001.94

Central Bank of India

2,470.50 0.00

IDBI Bank 983.73 994.95

Bank of India 3,145.59 2,098.79

State Bank of India 6,047.40 4,675.46

Union Bank of India 3,140.24 2,010.53

Syndicate Bank PCL

407.13 0.00

18,285.49 10,781.67

Unsecured


from banks 0.00 0.00

from other parties 81.07 0.00

(b) Loans and advances from related parties 0.00 0.00

81.07 0.00

TOTAL 18,366.56 10,781.67

Cash Credits from Banks reffered above to the extent of : (a) Rs. 18285.49 Lacs are secured by primary charge over the present & future stock of Raw Material, Stock in Progress, Finished goods,

Stores & Spares, Book Debts and Receivable etc. of the company in favour of the Consortium Lenders Banks i.e. Bank of Maharashtra,

State Bank of India, Bank of India, Union Bank of India, Central Bank of India, IDBI Bank and Syndicate Bank.




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(` in Lacs) E TRADE PAYABLES


Micro, Small and Medium Enterprises 10,845.75 8,860.97

Others 627.69 37.81

TOTAL 11,473.44 8,898.78

F OTHER CURRENT LIABILITIES


Current Maturities of Long Term Debt 1,103.07 1,980.15

(Refer Note No.C)

Other Payables* 2,734.45 3.08

TOTAL 3,837.52 1,983.23

* Includes Security Deposit, advance from customers, Other Expenses Payables.

G SHORT TERM PROVISIONS


(a) Provision for employee benefits

Salary and Reimbursements 66.99 55.58

Contribution to PF 0.00 0.00

Gratuity (unfunded) 0.00 0.00

Leave Encashment (unfunded) 0.00 0.00

Superannuation 0.00 0.00

ESOP / ESOS 0.00 0.00

(b) Others** 3,233.94 1,557.71

TOTAL 3,300.93 1,613.29

** Includes Statutory dues & liabilities to the Govt. & Semi-Govt Authorities.



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119

(` in Lacs)



I NON CURRENT INVESTMENTS


A. Trade Investments (a) Investment Properties 0.00 0.00

(b) Investment in Equity instruments

Finaventure Capital Limited 199.86 199.86

Shamrao Vithal Co-op Bank Limited 0.65 0.65

Total (A) 200.51 200.51

B. Other Investments

(a) Investments in Mutual Funds

SBI Mutual Fund 20.00 20.00

Union KBC Capital Mutual Fund 100.00 0.00

(b) Investments in partnership firms* 0.00 0.00

(c) Investments in Wholly Owned Subsidiaries 0.00 0.00

(d) Other non-current investments

LIC of India 36.54 0.00

Total (B) 156.54 20.00

Grand Total (A + B) 357.06 220.51

Less : Provision for diminution in the value of Investments 0.00 0.00

TOTAL 357.06 220.51

J LONG-TERM LOANS AND ADVANCES


(B) Security Deposits Secured, considered good 0.00 0.00 Unsecured, considered good 86.95 36.61 Doubtful 0.00 0.00

Less: Provision for doubtful loans and advances 0.00 0.00 TOTAL 86.95 36.61

K OTHER NON-CURRENT ASSETS


(a) Long Term Trade Receivables 0.00 0.00 (b) Debts Due by Related Party 0.00 0.00 (c) Others

Preliminary Expenses not written off 25.64 9.10 Less: Written off During the year 7.65 3.62

Balance carried to Balance sheet 17.99 5.48

TOTAL 17.99 5.48

L INVENTORIES


a. Raw Materials and components 3,773.97 930.78

Goods-in transit

b. Work-in-progress 3,995.84 3,184.30

Goods-in transit

c. Finished goods 4,234.08 2,644.31

Goods-in transit

TOTAL 12,003.89 6,759.38

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(` in Lacs) M TRADE RECEIVABLES


Trade receivables outstanding for a period less than six months



Unsecured, considered good 35,666.98 23,726.42


Less: Provision for doubtful debts

35,666.98 23,726.42

Trade receivables outstanding for a period exceeding six months





Less: Provision for doubtful debts 0.00 0.00

TOTAL 35,666.98 23,726.42

N CASH AND CASH EQUIVALENTS


a. Balances with banks 242.06 526.42

This includes:

Earmarked Balances (eg/- unpaid dividend accounts)

Margin money Security against borrowings

Guarantees

Other Commitments

Bank deposits with more than 12 months maturity

b. Cheques, drafts on hand 0.00 0.00

c. Cash on hand 71.89 9.54

d. Others (specify nature) 0.00 0.00

TOTAL 313.95 535.96

O SHORT-TERM LOANS AND ADVANCES


(a). Others (specify nature)

Unsecured & considered good* 2,672.16 98.19 Doubtful 0.00 0.00

Less:Provision for doubtful loans and advances 0.00 0.00

2,672.16 98.19

TOTAL 2,672.16 98.19 * Includes Advance given Staff, Advance for Expenses, Advance to Suppliers.

P OTHER CURRENT ASSETS


Balance with Revenue Authorities 649.89 103.31

Deposits 1,000.00 0.00

(Deposits with Govt Authorities )

Others# 5.10 2.35

TOTAL 1,654.99 105.66

# Includes Interest Receivables, Balance with Reveue Authorities etc.


121

(` in Lacs)

For the year ended 31st March, 2014


Note "1" 2014 2013

SALES Sale of products 91,859.71 43,635.41 Sale of services 0.00 0.00 Other operating revenues 181.07 43.51

TOTAL 92,040.78 43,678.92

Note "2"

OTHER INCOME : Interest Income 15.49 37.18 Dividend Income 0.75 0.00 Net gain/loss on Sale of Investments 0.00 0.00

Other Non-Operating Income Duty Drawback 599.71 199.68 Dividends from subsidiary companies 0.00 0.00 Adjustment to carrying amount of investments 0.00 0.00 Net gain on foreign currency transaction and translation 72.97 86.50

TOTAL 688.92 323.36

Note "3'

COST OF MATERIALS CONSUMED

A) COST OF RAW AND PACKING MATERIAL CONSUMED Opening Stock 930.77 268.45

Add: Purchases 81,586.96 37,826.21

82,517.73 38,094.66

Less: Sales (At Sale Price) 0.00 0.00

82,517.73 38,094.66

Less: Closing Stock 3,773.97 930.77

Sub total 78,743.76 37,163.89

B) MANUFACTURING EXPENSES Labour, Spares & Other Charges 3,727.82 3,260.25 Repairs 17.13 7.19 Power, Fuel & Electricity 125.57 75.91 Other Manufacturing Expenses. 109.73 28.57

Sub total 3,980.25 3,371.92

COST OF MATERIALS CONSUMED (GRAND TOTAL) 82,724.01 40,535.81

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For the year ended 31st March, 2014


(` in Lacs)

Note "4"

Change in inventories of finished goods & work-in-progress

Opening Stock

Work- in- process 3,184.30 637.44

Finished Goods. 2,644.30 301.44

5,828.60 938.88

Less: Closing Stock

Work- in- process 3,995.84 3,184.30

Finished Goods. 4,234.08 2,644.30

8,229.92 5,828.60

CHANGES IN INVENTORIES -2,401.32 -4,889.72

Note "5"

EMPLOYEE BENEFITS EXPENSES

Wages, Salaries, Bonus and Other Payments 1,031.54 909.10

Contribution to Provident and Other Funds 0.00 0.00

Workmen and Staff Welfare Expenses 19.91 41.81

Remuneration to Directors 109.50 82.50

TOTAL 1,160.95 1,033.41

Note "6"

FINANCIAL EXPENSES

Interest Expense 2,725.82 1,826.91 Other Borrowing Costs 125.04 152.30

TOTAL 2,850.86 1,979.21

Note "7"

OTHER EXPENSES

Payment to Auditors As Auditor 3.00 3.00 For Taxation Matters 1.00 1.00 Power and fuel 9.74 7.09 Rent 49.36 15.35 Repairs to buildings 2.08 0.44 Repairs to machinery 4.98 10.31 Insurance 27.03 13.24 Rates and taxes (excluding taxes on income) 62.54 1.70 Miscellaneous expenses 396.91 346.55

TOTAL 556.65 398.68


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Balance sheet and general company business profile

1 Registration Details Registration No. : L74999MH2002PLC134707 State Code : 11

Balance Sheet Date : 31-03-2014

2 Capital raised during the year Public issue : Nil Right Issue : Nil

Bonus Issue : Nil Private Placement : Nil

3 Position of Mobilisation and Deployment of Funds Total Liabilities : 62,932.99 Total Assets : 62,932.99

Sources Of Funds : Application Of Funds : Paid-up Capital : 2,250.14 Net Fixed Assets : 10,126.77

Reserves & Surplus : 18,675.44 Investments : 357.06 Secured Loans : 19,723.73 Net Current Assets : 15,333.52 Unsecured Loans : 1,642.20 Miscellaneous Expenditure : 17.99 Deferred Tax Liability : 0.00 Deferred Tax Assets : 32.25

4 Performance of Company Turnover : 92,729.70 Total Expenditure : 86,192.05

Profit before Tax : 6,537.64 Profit after Tax : 4,565.05 Earning per Share : 20.29 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


For and on behalf of Board,






FRN: 116309W FRN: 125795W

Place: Mumbai

Dated: May 28, 2014

(` in Lacs)

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Significant Accounting Polices

A. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These financial statements have been prepared to comply with Accounting Principles Generally accepted in India (Indian

GAAP), the Accounting Standards notified under the Companies (Accounting Standards) Rule, 2006 and the relevant provisions

of the Companies A c t , 1956.

The financial statements are prepared on accrual basis under the historical cost convention, except for certain fixed assets

which are carried at revalued amounts. The financial statements are presented in Indian rupees rounded off to the nearest

rupees in Lacs.

B. USE OF ESTIMATES

The preparation of financial statements in conformity with Indian Rule GAAP requires judgments, estimates and assumptions to

be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the

financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the

actual results and estimates are recognized in the period in which the results are known/materialized.

C. FIXED ASSETS

Tangible Assets

Tangible Assets are stated at cost net of recoverable taxes, trade discounts and rebates and include amounts added on

revaluation, less accumulated depreciation and impairment loss, if any. The cost of tangible assets comprises its purchase

price, borrowing cost and any cost directly attributable to bringing the asset to its working condition for its intended use,

net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits

from the existing asset beyond its previously assessed standard of performance.

Projects under which assets are not ready for their intended use are shown as Capital Work-In-Progress.

Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization/depletion and

impairment loss, if any. The cost comprises purchase price, borrowing costs, and any cost directly attributable to bringing the

asset to its working condition for the intended use and net charges on foreign exchange contracts and adjustments arising

from exchange rate variations attributable to the intangible assets.

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.


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D. LEASES

As per Accounting Standard 19 “Leases”, the disclosures as defined in the Accounting Standard are given as below:

a) Operating Leases: Rentals are expensed on a straight line basis with reference to lease terms and other

considerations.

b) (i) Finance leases prior to 1st April, 2001: Rentals are expensed with reference to lease terms and other

considerations.

(ii) Finance leases on or after 1st April, 2001: The lower of the fair value of the assets and present value of the minimum

lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal

component in the lease rental is adjusted against the lease liability and the interest component is charged to

Statement of Profit and Loss .

c) However, rentals referred to in (a) or (b) (i) above and the interest component referred to in (b) (ii) above, pertaining to the

period up to the date of commissioning of the asset are capitalized.

d) All assets given on finance lease are shown as receivables at an amount equal to net investment in the lease. Initial direct

costs in respect of lease are expensed in the period in which such costs are incurred. Income from lease assets is

accounted by applying the interest rate implicit in the lease to the net investment.

E. IMPAIRMENTS

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to

the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior

accounting period is reversed if there has been a change in the estimate of recoverable amount.

F. FOREIGN CURRENCY TRANSACTIONS

As per Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, the disclosures as defined in the

Accounting Standard are given as below:

a) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the

transaction or that approximates the actual rate at the date of the transaction.

b) Monetary items denominated in foreign currencies at the yearend are restated at year end rates. In case of items which

are covered by forward exchange contracts, the difference between the yearend rate and rate on the date of the contract

is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the

contract.

c) Non-monetary foreign currency items are carried at cost.

d) In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date



e) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the



G. INVESTMENTS

Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Long-term investments are

stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than

temporary.

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H. INVENTORIES

Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except in

case of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost of conversion

and other costs including manufacturing overheads incurred in bringing them to their respective present location and

condition.

Cost of raw materials, process chemicals, stores and spares, packing materials, trading and other products are

determined on weighted average basis.

I. REVENUE RECOGNITION

Revenue is recognized only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably

measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, services,

service tax, excise duty and sales during trial run period, adjusted for discounts (net), and gain/loss on corresponding hedge

contracts.

Dividend income is recognized when the right to receive payment is established.

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate

applicable.

J. EMPLOYEE BENEFITS

Short term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by

employees are recognized as an expense during the period when the employees render the services. These benefits include

performance incentive and compensated absences.

Post-employment benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a

separate entity The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund and

Pension Scheme. The Company’s contribution is recognized as an expense in the Statement of Profit and Loss during the period

in which the employee renders the related service.

Defined benefit plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the Projected Unit

Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.

Actuarial gains and losses in respect of post-employment and other long term benefits are charged to the Statement of Profit

and Loss.

K. BORROWING COSTS

As per Accounting Standard 16 “Borrowing Costs”, the disclosures as defined in the Accounting Standard are given as below:

Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an

adjustment to the interest cost. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are

capitalized as part of the cost of such assets.

A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing

costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

As per AS-16: Borrowing Cost Disclosures there is no borrowing cost incurred in respect of any Qualified Capital Assets as well as no

interest or financial charges incurred on qualifying assets haven’t been capitalized during the year.


127



L. RESEARCH AND DEVELOPMENT EXPENSES

Revenue expenditure pertaining t o research i s charged t o the Statement of Profit and Loss. Development costs of products

a r e charged t o the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which

case such expenditure is capitalized.

M. CASH FLOW STATEMENT

The Company has prepared the Cash Flow Statement using the indirect method on compliance with Accounting Standard issued by

the Institute of Chartered Accountants of India (AS-3).

N. TAXATION

As per Accounting Standard 22 “Accounting for Tax on Income”, the disclosures as defined in the Accounting Standard are

given as below:

Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the

tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between

taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred

tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be

available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is

virtual certainty that sufficient future taxable income will be available to realize the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively

enacted by the Balance Sheet date.

PARTICULARS As at 31.03.2014

A) Deferred Tax Assets/ (Liabilities)

Depreciation as per I.T. Act 1,264.70

Depreciation as per Companies Act 1,293.25 9.26

Opening Provision 22.98

Gratuity Disallowed NIL

MAT credit available NIL

TOTAL NIL

Net Deferred Tax liabilities/(assets) (A-B) 32.25

(` in Lacs)

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Significant accounting policies & notes to Accounts

PRINCIPLES OF CONSOLIDATION

A The consolidated financial statements relate to SUDAR INDUSTRIES LIMITED ('the company') and its subsidiary companies The

consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding

together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-group

balances and intra group transactions in accordance with Accounting Standard (AS) - 21 - "Consolidated Financial

Statements"

b) The difference between the cost of investment in the subsidiaries over the net assets at the time of acquisition of

shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

c) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its

assets less liabilities as of the date of disposal is recognised in the consolidated statement of Profit and Loss account

being the profit or loss on disposal of investments in subsidiary.

d) Minority interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the .

income of the group in order to arrive at the net income attributable to share holders of the Company.

e) Minority interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated

Balance Sheet separate from liabilities and the equity of the Company's share holders.

f) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like

transactions and other events in similar circumstances and are presented in the same manner as the company's

separate financial statements.


129


B Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) -13 of "Accounting

for Investments".

C The Subsidiary Companies considered in the Consolidated Financial Statements are :

Name of the Subsidiary Company Country of Incorporation Ownership Interest %

1 M/S. SUDAR GLOBAL INDUSTRIES FZE DUBAI 100

2 M/S. SUDAR INDUSTRIES UK LTD UK 100

D The audited financial statements of Foreign subsidiaries have been prepared in accordance with the Generally Accepted

Accounting Principles of its Country of Incorporation or International Financial Reporting Standards. The differences in accounting

policies of the company and its subsidiaries are not material.

NOTES ON FINANCIAL STATEMENT

1 Auditors Remuneration: 2013-14 2012-13

Statutory Audit Fees 3.00 3.00

Taxation Matters 1.00 1.00

2 Foreign Currency / Exchange Transactions:

As per Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, the disclosures as defined in the Accounting

Standard are given as below:

a. Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction

or that approximates the actual rate at the date of the transaction.

b. Monetary items denominated in foreign currencies at the yearend are restated at year end rates. In case of items which are

covered by forward exchange contracts, the difference between the yearend rate and rate on the date of the contract is

reconciled.

c. Non-monetary foreign currency items are carried at cost.

d. In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date



e. Any income or expense on account of exchange difference either on settlement or on translation is recognized in the



(` in Lacs) (` in Lacs)

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3 The company is engaged in the business of manufacture & export of readymade garments and chemicals and other intermediates.

Further as per the requirement of AS-17 issued by the Institute of Chartered Accountants of India, the segment for its turnover is as

under:

DESCRIPTION 2013-14 2012-13

Domestic : 45,930.37 33,300.42

Export : 7,181.00 2,298.80

Garments (Revenue) 53,111.37 35,599.22

Domestic : 26,406.04 6,060.20

Export : 5,391.30 2,019.50

Chemicals (Revenue) 31,797.34 8,079.70

Dubai:

Sales : 7,132.07 -

TOTAL: 92,040.78 43,678.92

4 Pursuant to AS-18 the names, relationships and particulars of transactions with Related parties during the

year are as under:

A) List of Related parties

SR. NO. PARTICUALRS RELATIONSHIP

1 Murugan Muthiah Thevar Key Management Person

2 M. G. Subramaniam Key Management Person

3 Deepak Bhaskar Shenoy Key Management Person

4 Gopi Chellappan Nair Key Management Person

5 Srinivas Gurpur Kamath Key Management Person

6 Sudar Global Industries FZE Subsidiary Company

7 Sudar Industries UK Ltd Subsidiary Company

B) The following transactions were carried with the related parties in the ordinary course of business

during the year

C) Remuneration paid to Key Management Personnel

SR. NO. PARTICULARS 31.03.2014 31.03.2013

1 Murugan M.Thevar 60.00 60.00

2 Gopi Nair 12.00 12.00

3 M G Subramaniam 12.50 -

4 Deepak Shenoy 12.00 -

5 Srinivas Kamath 8.00 -

TOTAL 104.50 72.00

(` in Lacs)

(` in Lacs)

SR. NO. NAME OF TRANSACTIONS KEY MANAGERIAL PERSONNEL

2013-14 2012-13



(` in Lacs)


131


(` in Lacs)

(` in Lacs)

(` in Lacs)

5 Additional information pursuant to the provisions of Paragraph 3, 4C and 4 D of schedule VI of the

Companies Act, 1956

a) Details of Production (Garment Segment)

PARTICULARS 31.03.2014 31.03.2013

Units Quantity Units Quantity

Shirt Nos. 23,65,512 Nos. 28,58,769

Trousers Nos. 12,07,971 Nos. 7,65,698

Ladies Top/Shirt Nos. 11,82,777 Nos. NIL

Others (Garment) Nos. 29,24,114 Nos. 18,58,245

b) Details of Production (Chemical Segment)

PARTICULARS 31.03.2014 31.03.2013

Units Quantity Units Quantity

Chemical (Products) Kgs. 5,75,298 Kgs. 1,66,215

c) Purchase of Major Raw Materials (Garment Segment)


Mtrs Quantity Values Quantity Values

Fabrics Mtrs 1,72,72,124 42,820.66 1,42,38,444 28,085.76

d) Purchase of Major Raw Materials (Chemical Segment)


Kgs. Quantity Values Quantity Values

Chemical (Materials) Kgs. 19,73,825 31,015.11 5,97,450 8,439.72

e) Finished Goods Stock (Garment Segment)



Shirts Nos. 1,21,955 886.61 1,97,733 1,182.92

Trousers Nos. 24,990 214.66 62,810 463.53

Ladies Top Nos. 1,53,832 1,229.57 NIL NIL

Others Nos. 75,278 488.86 68,946 524

f) Finished Goods Stock



Chemical (Products) Kgs. 14,116 1,414.38 20,554 473.85

(` in Lacs)

(` in Lacs)

(` in Lacs)

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6 The disclosure as per Accounting Standard (AS) 22 "Taxes on Income" as notified by Companies (Accounting Standard) Rules,2006 are as under:

Particulars 2013-14 2012-13

Deferred Tax liability (Net) 32.25 22.99

7 The disclosure as per Accounting Standard (AS) 20 "Earnings per Share" as notified by Companies (Accounting Standard) Rules,2006 are as under:


Net profit after tax 4,565.05 2,555.87

Excess/(Short) provision for tax for earlier years - -

Net Profit attributable to Equity shareholders 4,565.05 2,555.87

Weighted Average number of equity shares outstanding during the year

2,25,01,352.00 2,25,01,352.00

Basic and Diluted Earnings per share 20.29 11.36

Face Value per equity share 10.00 10.00

8 FINANCIAL AND DERIVATIVE INSTRUMENTS

Foreign currency exposure that are not hedged as on 31st March,2014 on account of:


Trade Receivables 8,632.75 2,082.06

Borrowings 0.00 0.00

Trade Payable 1,713.22 0.00

9 Other Notes

(a) Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

(b) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the Company’s business, which

is at least to the amount at which they are stated in the balance sheet.

(c) The Ministry of Corporate Affairs, Government of India, Vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011

respectively has granted a general exemption from compliance with section 212 of the companies Act 1956, subject to fulfillment of

conditions stipulated in the circular. The company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption.

(` in Lacs)

(` in Lacs)

(` in Lacs)


133


(d)

NAME OF

SHAREHOLDER


NO. OF

SHARE

HOLDER

NO. OF SHARES

HELD % OF HELD

NO. OF

SHARE

HOLDER

NO. OF SHARES HELD % OF HELD

PROMOTER

AND

PROMOTER

GROUP

HOLDING

Indian

Promoters

3 80,12,946 35.61 3 85,91,146 38.18

TOTAL (A) 3 80,12,946 35.61 3 85,91,146 38.18

NON –

PROMOTER

HOLDING

Foreign

Institutional

Investors (Fll)

1 85,000 0.38 1 85,000 0.38

Others Private

Corporate

Bodies

148 1,04,65,913 46.51 201 95,59,052 42.48

Qualified

Foreign

Investors

1 40,000 0.18

Indian Public 2,358 36,21,921 16.09 1745 38,24,325 17

NRIs 29 24,783 0.11 18 2,247 0.01

Any other

(Clearing

Members)

76 2,50,789 1.11 73 4,39,582 1.95

TOTAL (B) 2,613 1,44,88,406 64.39 2,038 1,39,10,206 61.82

GRAND TOTAL

(A)+(B) 2,616 2,25,01,352 100 2,041 2,25,01,352 100

As per our report of even date






Membership No. Membership No : 118493

Mem. No. 100407 FRN: 125795W

FRN: 116309W

Place: Mumbai

Date : 28.05.2014

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ATTENDANCE SLIP

13th Annual General Meeting


*CIN : L74999MH2002PLC134707+

Registered office: Plot No. 27 & 29, Village: Paud, Mazgaon Road,

Khalapur Taluka, Raigad District, 410 222.

Phone: 022-65300991/92/93 Fax: 022-27746310

Website: www.sudarindustries.com email: [email protected]

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE.

Folio No. ____________________ *DP ID No. _____________________ *Client ID No. ______________________

Name of the Member Mr./Mrs. ________________________________________ Signature ___________________

Name of the Proxyholder Mr./Mrs. _____________________________________ Signature ___________________

* Applicable for investors holding shares in electronic form.

I certify that I am the registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the 13th Annual General Meeting of the Company held on Friday, September 26, 2014 at 10.00 a.m

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

_________________________

Signature of the Member/ Proxy

Note: Electronic copy of the Annual Report for 2014 and Notice of the 13th Annual General Meeting with the Attendance slip and

Proxy form is being sent to all the members whose email id is registered with the Company/ Depository Participant unless any

meeting has been requested for a hard copy of the same. Shareholders receiving electronic copy and attending the 13 th Annual

General Meeting can print copy of this Attendance Slip.

Physical copy of the Annual Report for 2014 and Notice of the 13th Annual General Meeting along with the Attendance Slip and

Proxy Form is sent in the permitted mode(s) to all members whose email Id is not registered or has requested for hard copy.

Date Venue Time

September 26, 2014 Plot No. 27 & 29, Village: Paud, Mazgaon Road,

Khalapur Taluka, Raigad District, 410 222 10.00 A.M.



13th Annual General Meeting


*CIN : L74999MH2002PLC134707+

Registered office: Plot No. 27 & 29, Village: Paud, Mazgaon Road,

Khalapur Taluka, Raigad District, 410 222.

Phone: 022-65300991/92/93 Fax: 022-27746310

Website: www.sudarindustries.com email: [email protected]

Form No. MGT-11

FORM OF PROXY

*Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014+

* Applicable for investors holding shares in electronic form.

I/We, being a member(s) of ___________ shares of Sudar Industries Limited hereby appoint:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13th Annual General Meeting of the Company

to be held on Friday, September 26, 2014 at 10.00 a.m. at Plot No. 27 & 29, Village: Paud, Mazgaon Road, Khalapur Taluka, Raigad

District, 410 222 and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below:

Name of Member(s) : Email Id :

Registered Address : Folio No. :

: *DP Id. :

No. of Shares held : *Client Id. :

1. Mr./Mrs. __________________________________________ Email Id:_______________________________

Address : ___________________________________________

___________________________________________________ Signature:______________________________

2. Mr./Mrs. __________________________________________ Email Id:_______________________________

Address : ___________________________________________

___________________________________________________ Signature:______________________________

3. Mr./Mrs. __________________________________________ Email Id:_______________________________

Address : ___________________________________________

___________________________________________________ Signature:______________________________



** This is optional. Please put a tick mark (x) in the appropriate column against the resolutions indicated in the box. If a member leaves

the “For” or “Against” column blank against any or all of the Resolutions, the proxy will be entitled to vote in the manner he/ she thinks

appropriate. If a member wishes to abstain from voting on particular resolution, he/she should write “Abstain” across the boxes against

the Resolution.

Signature(s) of the Member(s)

1._______________________________

2._______________________________

3._______________________________

Signed this _______day of________2014

Notes:

1. The Proxy to be effective should be deposited at the registered office of the company not less than Forty Eight (48) Hours before

commencement of the meeting.

2. A proxy need not be a member of the company.

3. In the case of the Joint holders, the vote of the senior who tenders vote, whether in person or by Proxy, shall be accepted to the

exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of

the Members.

4. The form of proxy confers authority to demand or join in demanding a poll.

5. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the

meeting.

6. In case a member wishes his/her votes to be used differently, he/she should indicate the number of shares under the columns “For”

or “Against’ as appropriate.

SI. No.

Resolutions Number of Shares held

For Against

Ordinary Business

1. Adoption of audited Financial Statements for the financial year ended March 31, 2014 and reports of the Board of Directors and the Auditors thereon;

2. Re-appointment of Mr. M.G. Subramaniam, who retires by rotation

3. Re appointment of Auditors

Special Business

4. Appointment of Mr. Anand Kadam as an Independent Director

5. Appointment of Mr. Satish Shenoy as an Independent Director

6. Special Resolution to authorize the Board to create mortgage/charge for a sum not exceeding Rs.1500.00 crores

7.

Special Resolution to authorize the Board to borrow monies upto a sum not exceeding Rs.1500.00 crores

8. Special Resolution for alteration in the Articles of Association of the Company for adoption of Table F as per Companies Act, 2013.

Sudar Industries limited

SHIV

A B

ALA

CH

AN

DR

AN

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D A

AK

SHA

Y S

(+9

1 98

1958

9382

)

If Undelivered, please return to:

Plot No.27 and 29, Village Paud, Mazgaon, Khalapur

Taluka, Raigad District, Maharashtra - 410 222

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