Dear Members,
Your Directors have pleasure in presenting the Twentieth (20th) Annual
Report on the Affairs of the Company together with Board's Report and the Audited
Financial Statements of the Company for the Financial Year ended March 31, 2024 together
with the reports of the Auditors thereon.
1. FINANCIAL RESULTS;
The financial results of the Company forthe year ended March 31,2024,as
compared with the previous Financial Year are as under:
The consolidated performance of the Company and its subsidiaries has
been referred to wherever required
(Rs in Lakhs)
| PARTICULARS |
Standalone |
Consolidated |
|
Financial Year 2023-24 |
Financial Year 2022-23 |
Financial Year 2023-24 |
Financial Year 2022-23 |
| Revenue horn operations |
44,767.83 |
44,525.86 |
49,386.46 |
50.826.89 |
| Other income |
599.99 |
677.47 |
341.68 |
211.88 |
| Total income |
45367.82 |
45203.33 |
49728.14 |
51038.77 |
| Expenses |
|
|
|
|
| Operating expenditure |
39224.90 |
42182.37 |
42672.14 |
47473.39 |
| Depreciation and amortisation expense |
964.72 |
1392.94 |
1296.72 |
1540.61 |
| Total expenses |
40189.62 |
43575.31 |
43968.86 |
49014.00 |
| Profit before finance costs, exceptional item and tax |
5178.2 |
1628.02 |
5758.28 |
2024.77 |
| Finance costs |
1258.70 |
1021.68 |
1767.51 |
1414.53 |
| Profit before exceptional item and tax |
3919.50 |
606.34 |
3991.77 |
610.24 |
| Exceptional item |
|
|
|
|
| Prior Period Items |
70.83 |
0.00 |
-95.30 |
3.34 |
| Profit before tax |
3848.67 |
606.34 |
3896.47 |
613.58 |
| Tax expense |
968.63 |
354.86 |
1070.66 |
515.10 |
| Profit for the year |
2880.04 |
251.48 |
2825.81 |
98.48 |
On a consolidated basis, the total income for FY 2024 was
Rs.49;728.14Lakhs, lower by 2.64% over the previous year's total income of
Rs.51,038.77Lakhs. The Profit after tax improved substantially from Rs.98.48 Lakhs during
the previous year to Rs.2825.81 Lakhs during FY 2024.
On a standalone basis, the total income for FY 2024 was
Rs.45,367.82Lakhs, higher by 0.36%over the previous year'stotal income of
Rs.45,203.33Lakhs. The profit after tax (PAT) for FY 2024 improved substantially to
Rs.2880.04 Lakhs from Rs. 251.48 Lakhs during FY 2023.
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Industry Overview
The paper and packaging sector in India is growing rapidly and has
significant potential for future expansion. The industry was valued at $50.5 billion in
2019 and is anticipated to reach $204.81 billion by 2025, registering a CAGR of 26.7% from
2020 to 2025. The growth in the sector is being driven by a surge in e-commerce, food
processing, pharmaceuticals, FMCG, manufacturing industry and healthcare sector.
Additionally, numerous government initiatives including 'Make in India' had positive
impact on the packaging industry. The paper and packaging industry is currently the fifth
largest sector in the Indian economy and has the potential to achieve pricing levels that
are about 40% cheaper compared to European regions.
Overview of the Company
The Company is engaged in the manufacturing of Paper and Paper Product
and is a packaging solution providing company. Subam started its journey in the year 2004
with manufacturing of paper cones and later expanded the product base by adding Duplex
board and Kraft paper in its portfolio. The company is not like the traditional paper
manufactures, wherein the company does not manufacture the products from wood pulp but
instead uses wastepaper as raw material. The Company aims to preserve mother nature and
tends to drive tire company on the principle of recycling. TheCompany leverages wastepaper
as the primary raw material in the production of Kraft Paper and Duplex Board.
To further minimize the environmental impact, the Company harnesses
renewable energy through its own wind and solar power installations. The captive wind
energy infrastructure includes two windmills: with a capacity of 850 KW each totalling
approximately 1.7 MW. Additionally, the Company operates solar plant with a capacity of 14
MW. These renewable energy sources enable the Company's manufacturing facilities to
significantly reduce their carbon footprint, aligning with the Company's goals of
sustainable and eco-friendly operations.
The Company features an infrastructure facility, supported by a
dedicated team of professionals, focused on the production of Kraft Paper and Duplex Board
to meet customer demands promptly. With the capability to manufacture and supply Kraft
Paper and Duplex Boards in various shades, our products offer GSM ranging from 120 to 300,
Busting Factor of 16 to 35, and Deckle sizes from 2,000 MM to 4,400 MM and with reel
diameters up to 1,400 MM. Furthermore, the Company maintain a substantial raw material
storage facility to ensure ample reserves, enabling consistent production of high-quality
products for the packaging industry.
The Company has two wholly owned subsidiaries namely Subam Paper and
Boards Private Limited which is also into manufacture of Paper Products and Subam Agro
Ventures Private Limited.
The installed capacity for Kraft Paper was 300 metric tons per day and
for Duplex Board, the installed capacity was 140 MTPD. The Company is in the process of
expanding its production capacity which includes Expanding PM-1 (Duplex Board) to 180 MTPD
and PM-2, (Kraft Paper) to 360 MTPD. Further, the Company is also setting up Multigrade
paper plant (PM-3) with capacity of 350 MTPD in its wholly owned subsidiary Subam Paper
and Boards Private Limited. Over the years, the consolidated production capacity has grown
substantially and is expected to reach more than 1,000 Metric tons per day by fourth
quarter of FY 2024-25 after the current capacity expansion is completed.
The Company is in the process of raising funds through an Initial
Public Offering for funding the above proposed capacity expansion. In this regard, the
Company has been converted from a Private Limited Company to a Public Company w.e.f. May
15, 2024 and the Company has filed the Draft Red Herring Prospectus (DRHP) with the Bombay
Stock Exchange.
The Company is located at Tirunelveli, Tamil Nadu and is also in
proximity to the Harbor city of Tuticorin, Tamil Nadu. Since inception, the Company has
prioritized focus towards continual improvement based on specific product quality and end
user application. The success narrative of the Company is shaped by a clear and consistent
business strategy that has propelled the Company to its current standing.
Future Business Outlook
The products manufacturedby the Company are used in various industries,
including automobiles, textiles, FMCG, food, distilleries, pharmaceuticals, electrical and
electronics, printing and more, where packaging is indispensable. Paper products play a
pivotal role in packaging across sectors, from biscuit wrappers to marriage invitations,
showcasing the versatility and significance of our offerings across diverse industries.
The Company aims to shift from solely focusing on paper manufacturing
to incorporating value-added paper products and packaging solutions like corrugated boxes,
paper cones, paper tubes and paper cores manufactured by the Subsidiaries and Group
Companies. By diversifying the offerings, the Company aims to cater to the evolving needs
of its clientele and enhance its presence among larger corporations. For instance, the
Company has successfully started supplying to major corporations such as Britannia and
United Breweries Companies, targeting direct engagement with key players rather than
intermediaries like middle-level corrugators. By supplying directly to these corporate
giants, the Company ensures reliability, cost efficiency, and larger volume transactions,
positioning itself as preferred supplmgjfrvfen
smaller vendors.
The current challenges in maritime logistics, particularly the reliance
on transhipment through ports like Columbo, Singapore, Jebel Ali, significantly inflate
the costs associated with importing and exporting goods. With vessels often needing to
transfer cargo to smaller vessels for onward transportation to destinations like Mumbai
and Mundra, Tuticorin in this process incurs substantial expenses. As a result, the
container height costs to ports such as Nbava Sheva, Mundra, and Tuticorin are notably
higher compared to destinations like Singapore. The upcoming Vizhinjam Seaport in
Thiruvananthapuram is set to have a significant impact on our Indian sea trade and
Company's operations. Designated as a transhipment hub with the capacity to manage
ultra-large ships, this state-owned facility, managed by the Adani Group under a 40-year
agreement with the Government of Kerala and Government of India, is strategically
positioned to compete with international ports like Colombo, Salalah, Dubai, and Singapore
for container transhipment. Its proximity to the Company, situated just 150 km away,
positions the Company to benefit from the anticipated reduction in logistics costs once
the port becomes fully operational by December 2024.
Vizhinjam's status as the gateway to the Southern States, which
contribute to 31% of India's GDP, will further enhance the Company's competitiveness
in both domestic and global markets. This reduction in container freight costs will not
only facilitate re-export to Europe but also expand the Company's market reach,
leading to improved company profits and a stronger market presence.
3. TRANSFER TO RESERVES
The Company has not transferred to any amount to General Reserve for
the financial year under review.
4. DIVIDEND
In order to conservation of funds for future business expansion, the
Company has not declared any dividend during the year.
5. CHANGE IN NATURE OF BUSINESS. TF ANY
There is no change in the nature of business during the year under
review. However, the Company has been converted into public limited with effect from May
15,2024.
6. CHANGES IN SHARE CAPITAL. IF ANY
There is no change in the share capital of the Company during the year
ended March 31 2024.
In accordance with Ministry of Corporate Affairs notification dated
2711' October2013 for amending Companies (Prospectus and Allotment of Securities)
Rules, 2014, the Company had to apply for converting its shares in dematerialized form. To
comply with the above, the Company has dematerialized its shares.
The Company has appointed Bigshare Services Private Limited as its
Registrar and Share Transfer Agent (RTA) and NSDL as its Depository Participant (DP).
The Authorized Share Capital of the Company has been increased from f
2,05,00.000 /- (Indian Rupees Two Crore Five Lakhs Only) divided into 20,00,000 (Twenty
Lakhs) Equity Share of Rs. 10/- (Indian Rupees Ten Only) each and 50,000 (Fifty Thousand)
12% Non- Cumulative Redeemable Preference Shares of Rs. 10/- (Indian Rupees Ten Only) each
to f 25,05,00,000 /- (Indian Rupees Twenty-Five Crore Five Lakh Only) divided into
2,50,00,000 (Two Crores Fifty Lakhs) Equity Share of f 10/- (Indian Rupees Ten Only) and
50,000 (Fifty Thousand) 12% Non-Cumulative Redeemable Preference Shares of f 10/- (Rupees
Ten Only) eachon May 06, 2024
Further, the Company has issued 1,46,49,048 Equity Shares as Bonus
Issue having Face Value of Rs. 10.00 each fully paid allotted on June 01, 2024, in the
ratio of 9:1 i.e., 9 (Nine) Bonus Equity Shares for 1 (One) equity share held by the
existing equity shareholders as on the record date i.e. May 17, 2024.
Further, the Company has issued and allotted 8,03,350 Equity Shares as
preferential Issue on June 15, 2024 having Face Value off 10.00 each
Pursuant to the above issuances, the Paid-up Share Capital of the
Company as on the date of this report stands at Rs. 17,08,00,700 comprising of 1,70,80,070
equity shares of Rs. 10 each.
7. MATERIAL CHANGES BETWEEN THE PATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR
There is material changes in the financial position of the Company
pursuant to the changes in the share capital of the Company since the end of the year
ended March 31, 2024.
Also, the Company has been converted into public limited with effect
from May 15,2024.
Further, the Company has filed the Draft Red Herring Prospectus on the
SME Platform of BSE Limited ("BSE SME") on July 11, 2024.
8. STATUTORY AUDITORS:
M/s. CNGSN ASSOCIATES LLP, Chartered Accountants based in Chennai,
Tamil Nadu (Firm Registration No:004915S/S200036)has been appointed as Statutory and Peer
Review Auditors of the Company vide the resolution passed by the Shareholders in their
Extra,
Ordinary General meeting of the Company held on March 08, 2024 in the
place of M/s. Narayanasamy Associates Chartered Accountants who tendered their resignation
on February 17,2024. and they hold the office till the conclusion of this Annual General
meeting and they are eligible to re appoint of further period of Five Years.
The Auditors of the Company are not disqualified and have confirmed
that their appointmentis within the limits as prescribed under Section 139 of the
Companies Act, 2013.
9. AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The statutory auditor's report and the secretarial
auditor'sreport do not contain any qualifications, reservations, oradverse remarks or
disclaimer.
The Secretarial audit report is separately attached to this report
10. ACCEPTANCE OF DEPOSIT
During the year under review, your Company has neither invited nor
accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and
consequently, no amount on account of principal or interest on deposits from public was
outstanding as on March 31, 2024.
11. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act,2013 read with Rule 8 of the Companies (Accounts) Rules2014, is annexed herewith as
"Annexure A".
12. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act 2013, the
Board of Directors of the Company have a formed a Corporate Social Responsibility (CSR)
Committee. The CSR Committee of the Board have formulated necessary CSR policy which is
available with the Company. The Company has been pursuing the CSR project and CSR
Obligation.
The report on Corporate Social Responsibility (CSR) as prescribed under
the Companies (Corporate Social Responsibility policy) 2014 is given in "Annexure
E".
13. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:
As on date, the Company has two wholly owned subsidiary Company namely:
1. Subam Paper and Boards Private Limited and
2. SubamAgro Ventures Private Limited
Further as on date, the Company has two Associate Companies namely:
1. B.M.M. Paper Board Private Limited and
2. Saradhambika Paper and Board Mills Private Limited
The information as required under the first proviso to sub-Section (3)
of Section 129 is given in Form AOC - 1 in "Annexure C".
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act, the Board
of Directors, to the best of its knowledge and ability,confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followedand there are no material departures;
b. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of tire state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c. They have taken proper and sufficient care for the maintenance of
adequate accounting recordsin accordance with the provisions of the Act forsafeguarding
the assets of the Company.andfor preventing and detecting fraud and otherirregularities;
d. They have prepared the annual accounts on a goingconcem basis;
e. They have laid down internal financial controls to befollowed by the
Company and such internal financialcontrols are adequate and operating effectively;
f. They have devised proper systems to ensurecompliance with the
provisions of all applicable lawsand that such systems are adequate and
operatingeffectively.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on date of thisreport, the Company has 5 (Five) Directors on the
Board, 1 (One) as Managing Director, 1 (One) as Executive Director, 1 (One) as
Non-Executive Directors (women director) and 2 (Two) as Independent Directors. The list of
Directors is given below:
| SNo. |
Name of the Directors / KMPs |
Designation |
| 1 |
Mr. T Balakumar |
Managing Director |
| 2 |
Ms. Sudha Alagarsamy |
Non-executive Director |
| 3 |
Mr. Ramasubbu Venkatesh |
Executive Director |
| 4 |
Mr. Chelladurai GunasinghPrithiviraj |
Independent Director |
| 5 |
Mr. Gurusamy Rathakrishna |
Independent Director |
| 6 |
Mr. Mohamed Nizar Jahir Hussain |
Chief Financial Officer |
| 7 |
Mr. Poovalingam Nagarajan |
Company Secretary |
During the year, the following appointment and re-appointment, Change
in Designation of Directors and Key Managerial personnel have taken place:
a) Mr. Ramasubbu Venkatesh (DIN 00951835) who was a Non-executive
Directorhas been appointedas Executive Director of the Company w.e.f. March 8,2024.
b) Ms. Sudha AJagarsamy (DIN: 01515113) has been re-designated
asNon-Executive Director instead of Whole Time Director of the Company with effect from
March 8, 2024.
c) Mr. Chelladurai GunasinghPrithiviraj (DIN: 00168538) and Mr.
Gurusamy Rathakrishna (DIN: 01759564) have been appointed as Independent Directors of the
Company with effect from March 23, 2024, for a period of 5 years. Pursuant to the
provisions of Section 149 of the Act,the Independent Directors have submitted
declarationsthat each of them meets the criteria of independenceas provided in Section
149(6) of the Act along with Rulesframed thereunder.
d) Mr. Mohamed Nizar Jahir Hussain has been appointed as the Chief
Financial Officer of the Company with effect from March 08, 2024.
e) Mr. Poovalingam Nagarajan has been appointed as the Company
Secretary with effect from April 05, 2024.
During the year under review, the non-executive directorsof the Company
had no pecuniary relationship or transactions with the Company, other than sitting
fees,commission and reimbursement of expenses, if any.
16. DIRECTOR DISQUALIFICATION
None of tire directors of the Company is disqualified as per the
provision of section 164(2) of the Companies Act, 2013 or any other law as may be
applicable, as on March 31, 2024.
17. MEETING OF BOARD OF DERECTORS
During the Financial Year 2023-24, the Company heldTwenty meetings of
the Board of Directors. All the meetings were convened and held in accordance with the
proceedings of the Companies Act, 2013 and Secretarial Standard issued by ICSI institute
of Company Secretaries of India). The time gap between any two meetings did not exceed 120
days.
The attendance of Directors to the Meetings of the Board is given
below.
| Sr. No |
Date of Meeting |
Number of Directors on the Board |
No. of Directors who attended the meeting |
| 1 |
03/04/2023 |
5 |
5 |
| 2 |
14/04/2023 |
5 |
5 |
| 3 |
12/06/2023 |
5 |
5 |
| 4 |
19/06/2023 |
5 |
5 |
| 5 |
05/09/2023 |
5 |
5 |
| 6 |
25/09/2023 |
5 |
5 |
| 7 |
06/10/2023 |
5 |
5 |
| 8 |
05/12/2023 |
5 |
5 |
| 9 |
11/12/2023 |
5 |
5 |
| 10 |
30/12/2023 |
5 |
5 |
| 11 |
02/01/2024 |
5 |
5 |
| 12 |
25/01/2024 |
5 |
5 |
| 13 |
03/02/2024 |
3 |
3 |
| 14 |
07/02/2024 |
3 |
3 |
| 15 |
12/02/2024 |
3 |
3 |
| 16 |
14/02/2024 |
3 |
3 |
| 17 |
23/02/2024 |
3 |
3 |
| 18 |
07/03/2024 |
3 |
3 |
| 19 |
22/03/2024 |
3 |
3 |
18. CORPORATE GOVERNANCE
The Company stands committed to good Corporate Governance practices
based on the principles such as accountability, transparency in dealings with the
stakeholders, emphasis on communication and transparent reporting. The Company has
complied with the requirements of the applicable regulations, in respect of corporate
governance including constitution of the Board and Committees thereof.
The Corporate Governance framework is based on an effective Independent
Board, tire Board's Supervisory role from the executive management team and
constitution of the Board Committees, as required under law.
The Board functions either as a full board or through the various
committees constituted to oversee specific operational areas.
As on the date of this report, there are 5 (Five) Directors on the
Board out of which one third are Independent Directors. The Company is in compliance with
the corporate governance norms prescribed under the Companies Act, 2013, particularly, in
relation to appointment of Independent Directors to the Board and constitution of Board
level committees.
The Company would take all necessary steps to comply with all the
requirements of the SEBI (LODR) Regulation, 2015 as and when made applicable.
19. COMMITTEES OF THE BOARD
The following committees have been constituted in terms of SEBI (LODR)
Regulations, 2015 and the Companies Act, 2013:
a) Audit Committee
b) Stakeholders' Relationship Committee
c) Nomination and Remuneration Committee
d) Corporate Social Responsibility Committee
e) Internal Complaints Committee
Audit Committee
Our Company has constituted an Audit Committee ("Audit
Committee"), as per Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of
Directors held onMay 17, 2024.
The terms of reference of Audit Committee adheres to the requirements
of Regulation 18 of the SEBI (LODR) Regulation, 2015, proposed to be entered into with the
Stock Exchange in due course.
The committee presently comprises the following 3 (Three) directors:
| Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
| 1 |
Mr. Gurusamy Rathakrishna |
Chairman |
Independent Director |
| 2 |
Mr. Chelladurai GunasinghPrithiviraj |
Member |
Independent Director |
| 3 |
Mr. T Balakumar |
Member |
Managing Director |
The Company Secretary & Compliance Officer of our Company shall act
as the Secretary to the Audit Committee.
Set forth below are the scope, functions and the terms of reference of
our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and
Regulation 18(3) of the SEBI (LODR) Regulation, 2015.
Meetings of Audit Committee and Quorum
As required under Regulation 18 of the SEBI (LODR) Regulation, 2015,
the Audit Committee shall meet at least 4 (four) times in a year, and not more than 120
(one hundred twenty) days shall elapse between two meetings. The quorum shall be two
members present, or one-third of the members, whichever is greater, provided that there
should be a minimum of two independent members present.
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
a) To investigate any activity within its terms of reference;
b) To seek information from any employee;
c) To obtain outside legal or other professional advice; and
d) To secure attendance of outsiders with relevant expertise, if it
considers necessary. Role of Audit Committee
The role of the Audit Committee shall include the following:
a) Overseeing the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible;
b) Recommending to the Board the appointment, re-appointment and
replacement, remuneration and terms of appointment of statutory auditor of the Company;
c) Reviewing and monitoring the statutory auditor's independence
and performance, and effectiveness of audit process;
d) Approving payments to statutory auditors for any other services
rendered by the statutory auditors of the Company;
e) Reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the Board for approval, with particular
reference to:
i. Matters required to be included in the Director's Responsibility
Statement to be included in the Board's report in terms of clause (c) of sub-Section
3 of Section 134 of the Companies Act, 2013, as amended;
ii. Changes, if any, in accounting policies and practices and reasons
for the same;
iii. Major accounting entries involving estimates based on the exercise
of judgment by the management;
iv. Significant adjustments made in the financial statements arising
out of audit findings;
v. Compliance with SEBI Listing Regulations and other legal
requirements relating to financial statements;
vi. Disclosure of any related party transactions; and
vii. modified opinion(s) in the draft audit report.
f) Reviewing, with the management, the quarterly, half-yearly and
annual financial statements before submission to the board for approval;
g) 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 offeT 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;
h) Approval or any subsequent modification of transactions of our
Company with related parties and omnibus approval for related party transactions proposed
to be entered into by our Company subject to such conditions as may be prescribed;
i) Formulating a policy on related party transactions, which shall
include materiality of related party transactions;
j) Scrutinizing of inter-corporate loans and investments;
k) Valuing of undertakings or assets of the Company, wherever it is
necessary;
l) Evaluating of internal financial controls and risk management
systems;
m) Establishing a vigil mechanism for directors and employees to report
their genuine concerns or grievances;
n) Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;
o) 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; /^\
p) Discussing with internal auditors of any significant findings and
follow up there on;
q) 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;
r) Discussing with 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;
s) Looking into the reasons for substantial defaults in the payment to
the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors;
t) Reviewing the functioning of the whistle blower mechanism;
u) Approving the appointment of the Chief Financial Officer (i.e., the
whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate; and
v) Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee and any other terms of reference as may be decided by the
Board and / or specified / provided under the Companies Act, 2013 or SEBI Listing
Regulations or by any other regulatory authority.
w) Reviewing the utilization of loans and/ or advances from/investment
by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset
size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision.
x) Considering and commenting on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the listed entity and its
shareholders.
Further, the Audit Committee shall mandatorily review the following
information:
a) management discussion and analysis of financial condition and
results of operations;
b) statement of significant related party transactions (as defined by
the audit committee), submitted by management;
c) management letters / letters of internal control weaknesses issued
by the statutory auditors;
d) internal audit reports relating to internal control weaknesses; and
e) the appointment, removal and terms of remuneration of the chief
internal auditor shall be subject to review by the audit committee.
f) statement of deviations: (a) quarterly statement of deviation(s)
including report of monitoring agency, if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice in terms of Regulation 32(7).
Stakeholders' Relationship Committee
The Company has constituted a shareholder / investors grievance
committee ‘"Stakeholders' Relationship Committee" to redress
complaints of the shareholders. The Stakeholders' Relationship Committee was
constituted vide resolution passed at the meeting of the Board of Directors held on May
17, 2024.
The Stakeholders' Relationship Committee comprises:
Sr. No. Name of Director Status in Nature of Directorship
Committee
1 Mr. Chelladurai GunasinghPrithiviraj Chairman Independent Director
2 Mr. Gurusamy Rathakrishna Member Independent Director
3 Ms. Sudha Alagarsamy Member Non-executive Director
The Company Secretary & Compliance Officer of the Company shall act
as the Secretary to the Stakeholders' Relationship Committee.
The Stakeholders Relationship Committee shall oversee all matters
pertaining to investors of our Company. The scope and function of the Stakeholders1
Relationship Committee and its terms of reference shall include the following:
Meetings
The Stakeholder's Relationship Committee shall meet at least 1
(one) time in a year. The Chairperson of the Stakeholders Relationship Committee shall be
present at the Annual general meetings to answer queries of the security holders.
Role of the Stakeholders' Relationship Committee
The Committee shall consider and resolve grievances of security
holders, including but not limited to:
a) Resolving the grievances of the security holders of the listed
entity including complaints related to transfer/transmission of shares, non-receipt of
annual report, non- receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc.
b) Review of measures taken for effective exercise of voting rights by
shareholders.
c) Review of adherence to the service standards adopted by the listed
entity in respect of various services being rendered by the Registrar & Share Transfer
Agent.
d) Review of the various measures and initiatives taken by the listed
entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annuaj reports/statutory notices by the shareholders of the company.
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee in
accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and
Remuneration Committee was approved by a Meeting of the Board of Directors held on May 17,
2024.
The Nomination and Remuneration Committee comprises the following
Directors:
| Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
| I |
Mr. Gurusamy Rathakrishna |
Chairman |
Independent Director |
| 2 |
Mr. Chelladurai GunasinghPrithiviraj |
Member |
Independent Director |
| 3 |
Ms. Sudha Alagarsamy |
Member |
Non-Executive Director |
The Company Secretary & Compliance Officer of the Company shall act
as the Secretary of the Nomination and Remuneration Committee.
The scope and function of the Committee and its terms of reference
shall include the following:
Meetings
The committee shall meet as and when the need arises for review of
Managerial Remuneration. The quorum for a meeting of the nomination and remuneration
committee shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance.
Role of the Nomination and Remuneration Committee not limited to but
includes:
a) Formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration of the directors, key managerial personnel and other employees;
b) Formulating of criteria for evaluation of performance of independent
Directors and the Board;
c) Devising a policy on Board diversity;
d) Identifying persons who are qualified to become directors of our
Company and who may be appointed in senior management in accordance with the criteria laid
down, and recommend to the Board their appointment and removal. Our Company shall disclose
the remuneration policy and the evaluation criteria in its Annual Report of our Company;
e) Whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors.;
f) Recommend to the board, all remuneration, in whatever form, payable
to senior management.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee shall formulate and
recommend a CSR policy to the Board, the Company has re-constituted a Corporate Social
Responsibility Committee pursuant to resolution of the Board of Directors dated May 17,
2024. The Corporate Social Responsibility Committee shall recommend the amount of
expenditure to be incurred on the CSR activities to be undertaken by the company, monitor
the CSR policy of the Company from time to time and establish the transparent controlling
mechanism for the implementation of the CSR projects or programs or activities undertaken
by the company as per the requirements of the Companies Act, 2013, Listing Agreement and
SEBI LODR for Corporate Governance.
The Corporate Social Responsibility Committee comprises the following
members:
| Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
| 1 |
Mr. Gurusamy Rathakrishna |
Chairman |
Independent Director |
| 2 |
Mr. T Balakumar |
Member |
Managing Director |
| 3 |
Mr. Ramasubbu Venkatesh |
Member |
Executive Director |
Role of the Corporate Social Responsibility Committee not limited to
but includes:
The Company Secretary & Compliance Officer of the Company shall act
as the secretary to the Corporate Social Responsibility Committee.
The CSR Committee shall -
a) Formulate and recommend to the Board, a CSR policy and activities to
be undertaken by the company in areas or subject, specified in Schedule VII;
b) Recommend the amount of expenditure to be incurred on the
activities; and
c) Monitor the Policy of the company from time to time.
At the Company, the Managing Director takes on the role of the mentor,
while the onus for the successful and time bound implementation of the CSR activities /
projects is on the HR Head and CSR teams.
Internal Complaints Committee
An Internal Complaints Committee is constituted for the Company by the
Board to look into the matters concerning sexual harassment pursuant to resolution of the
Board of Directors dated May 17, 2024. The Internal Complaints consists of the following
members.
| Sr. No. |
Name |
Status in Committee |
Gender |
| I. |
Ms. M. Esakkiammal |
Presiding officer |
Female |
| 2. |
Ms. S. Priya |
Member |
Female |
| 3. |
Mr. Ayyappan |
Member |
Male |
| 4. |
Ms, M. Subbalakshmi |
Member (External) |
Female |
During the financial year 2023-24, your Company has not received any
complaints pertaining to sexual harassment.
The Company has in place a policy for prevention of sexual harassment
in accordance with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans, investments and guarantees for FY 2023-24
have been provided in the notes to the Financial Statements of the Company.
21. PARTICULARS OF EMPLOYEE:
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014.
22. RELATED PARTY TRANSACTIONS:
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year March 31,
2024in the prescribed format- AOC2 has been enclosed with the report as "Annexure
D".
23. DISCLOSURE ABOUT COST AUDIT AND COST RECORDS:
As per the provisions of section 148 of the Companies Act, 2013 read
with the Cost Audit Orders, Cost Audit is not applicable to the Company's products/
business for the current financial year.
The Company is required to maintain records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly
such accounts and records are made and maintained.
24. RISK MANAGEMENT
The Directors of the Company continuously assess the risk the company
is exposed to which in their opinion threaten the existence of the company and take
suitable preventive steps to mitigate the risk. In the opinion of the directors there are
no perceivable risks threatening the existence of the company.
25. EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) and Section 92(3) of the Companies
Act, 2013 (‘the Act5), the annual return in Form MGT-7 is placed on the website of
the Company and is available at www.subampaDers.com
26. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISMAVHISTLE BLOWER
POLICY
The Company believes in the conduct of the affairs in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behavior. The Company has implemented a vigil mechanism to provide a framework
for the Company's employees and Directors to promote responsible and secure whistle
blowing.
The Company has established a Board approved policy on whistle blowing
and separate email addresses are designated wherein the employees, or the stakeholders can
report the matters falling under the purview of Vigil Mechanism. There was no complaints
received under this category during the Financial Year ended March 31, 2024.
27. COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).
28. INTERNAL FINANCIAL CONTROLS
In accordance with Section 134 (5) (e) of the Companies Act, 2013, the
Company has Internal Financial Controls Policy by means of Policies and Procedures
commensurate with the size and nature of its operations and pertaining to financial
reporting. In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules2014, it is
hereby confirmed that the Internal Financial Controls are adequate with reference to the
financial statements. ^
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS. COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in
future.
30. DETAILS OF ANY PROCEEDINGS UNDER INSOLVENCY BANKRUPTCY CODE 2016
The Company has not filed any application or has any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the year.
31. DETAILS OF ONE-TIME SETTLEMENT lOTSl
The Company has not made any application for OTS before any Bank,
Financial Institution or any other lender during the year.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF) during the financial year.
33. ACKNOWLEDGEMENT
Your directors take this opportunity to place on record their sincere
thanks to Bank for their valuable support and look forward to their continued co-operation
in the years to come. Your directors acknowledge the support and co-operation received
from the employees and all those who have helped in the day to day management.
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