1. Company's Philosophy on Code of Governance:
Your Company firmly believes in transparency in all its dealings and lays emphasis on integrity and regulatory compliance. The Company considers Corporate Governance as a prerequisite for meeting the needs and aspirations of its share holders and other stake holders in the company. With this in view, this year's Annual Report has made necessary disclosures on the activities of the company.
2. Board of Directors:
The Board of Directors of the Company consists of five Directors, out of which three are independent Directors. Sri. K.V. Viswamohan Menon is the Executive Chairman and all other Directors are Non-executive Directors.
Familiarization Program for Independent Directors:
The Independent Directors were provided an opportunity to visit the manufacturing facility at Pampady on 10/03/2015. During the visit, they were briefed about the manufacturing process, productivity, raw materials used, cost savings and environmental protection activities undertaken by the plant. The Company conducts orientation programme and other initiatives to update the directors on a continuing basis.
Separate Meeting of the Independent Directors:
The meeting of the Independent Directors of the Company was held on 11th March, 2015 and they interalia, reviewed the performance of the Non-independent Directors and the Board as a whole reviewed the performance of the Chairman and assessed the quality, quantity and timeliness of flow of information between the Company and the Board.
COMMITTEES OF THE BOARD
The Board at present has 3 Committees:
(i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee
The Board constitutes the committees and defines their terms and reference. The Members of the Committees are co-opted by the Board.
3. AUDIT COMMITTEE
The Audit Committee comprises of Five Directors, of which three are Independent directors. Mr. M.P. Gopalakrishnan, Independent Non-Executive Director, being a Chartered Accountant by profession, is the Chairman of the Audit Committee.
The role, powers and functions of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreement with the Stock Exchanges. Terms of reference of this Committee are as outlined in the Companies Act, 2013 and under clause 49 of the Listing Agreement. Besides having access to all the required information from within the company, the committee can obtain external professional advice whenever required. The Committee acts as a link between the statutory and internal auditors and the Board of Directors of the Company. It is authorised to review reports of the Statutory and Internal Auditors and meet with them to discuss their finding, suggestions and other related matters. The Committee is empowered to recommend the appointment and remuneration payable to the Statutory Auditors.
4. NOMINATION & REMUNERATION COMMITTEE
The Board of Directors of the Company at their meeting held on 29* May 2014, have constituted a "Nomination and Remuneration Committee" in conformity with the applicable provisions of Section 178 of the Companies Act, 2013 read with the amended Clause 49 of the Listing Agreement with the following directors as its members. During the year under review the committee had met on 13.08.2014.
This Committee shall identify the persons, who are qualified to become Directors of the Company/ who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and also carry out evaluation of every Director's performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees which was approved and adopted by the Board and the same annexed as annexure to Directors' report.
The Company has not paid remuneration to any of its directors. The Company does not have any employee stock option scheme.
5. Stakeholders Relationship Committee:
In terms of section 178(5) of the Companies, Act 2013 and clause 49 of the listing agreement, the Shareholders and Investors Grievance Committee was renamed as Stakeholders Relationship Committee with the following Directors as its Members
Mr.M.P.Gopalakrishnan - Non-Executive Independent Director-Chairman
Mr. K.V.Viswamohan Menon - Executive Promoter - Member
Mr. Rajkumar - Non-Executive Non-independent - Member
The Committee met 13 times during the year. Mr. Vinoo P. Stephen, Chief Financial Officer of the Company, is the Compliance Officer.
The minutes of the Stakeholders Relationship Committee were placed at the Board Meeting.
At the beginning of the year, no complaint was pending. During the year ended 31st March, 2015, the Company has not received any complaint from the investors and hence no investor complaint was pending on 31st March 2015.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis report forms part of thisAnnual Report.
8. Other disclosures:
a) There are no materially significant related party transactions i.e transactions of the company of material nature with its promoters, directors or the management, their subsidiaries or relatives etc. which have potential conflict with the interest of the Company at large.
b) The Company being a sick Company, it has not paid the listing fees payable to the Stock Exchange(s).
c) Whistle Blower Policy
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
d) The Company has complied with the mandatory requirements of Corporate Governance Norms as enumerated in Clause 49 of the Listing Agreement with Stock Exchanges. The non-mandatory requirements have not been adopted by the Company.
e) In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules,. 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
f) A code of conduct has been laid down for all board members and senior management of the company, who have affirmed the compliance with the same. The Chairman's declaration to this effect forms part of this report.
g) The Company has framed a code of conduct for prevention of Insider Trading based on SEBI (Insider Trading) Regulations, 1992. This code is applicable to all Directors / Officers / Designated employees. The code ensures prevention of dealing in shares by persons having access to unpublished price sensitive information.
10. General Shareholder information:
(I) AGM: Date, time and venue: 30-09-2015,9:30A:M., Rotary Paul Harris Hall, N H Bypass Road, Palakkad.
(ii) Financial calendar(tentative): Financial Year April to 31st March"
Financial reporting for the quarter ending June 30,2015 : Second week of August 2015.
Financial reporting for the quarter ending September 30,2015 : First week of November 2015.
Financial reporting for the quarter ending December 31,2015 : First week of February 2016.
(vi) Stock Code: SUPDF- 507518
(vii) Stock Market Data: Shares not traded in BSE since July, 2001. The last quotation on BSE was on 6.7.2001. Rate: Rs. 1.80.
(viii)Registrar and Transfer Agent:
The Company has appointed M/s. Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, Bhand up (West), Mumbai-400078,to act as Registrar and Transfer Agents to handle all investor services relating to shares held in physical form as well as in electronic mode. The address of their Branch Office at Coimbatore is given below.
Link Intimae India Private Limited, Coimbatore Branch Office, "Surya" 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028. Ph: 0422-2314792/2315792, E-mail: email@example.com
(ix) Share Transfer System:
Share transfers in physical form are registered and returned within a period of 15 days from the date of receipt in case documents are complete in all respects and Demat confirmed within 15 days. The Share Transfer & Shareholders'/Investors' Grievance Committee meets as and when required.
Financial reporting for the quarter ending March 31,2016 : EndofMay2016.
(iii) Book closure period: 24.09.2015 to 30.09.2015 (both days inclusive).
(iv) Dividend payment date: Not applicable
(v) Listing on Stock Exchanges : The Company's shares are listed at:
1. BSE Limited
2. The Ahmedabad Stock Exchange Ltd.
(xi) Dematerialization of shares and liquidity:
The Company has arrangement with Central Depository Services (India) Limited (CDSL) for demat facility. As on 31st March 2015, out of 1,16,87,300 equity shares, only 31,82,700 shares were dematerialized through Central Depository Services (India) Ltd.
(xii) Outstanding GDRs/ADR/Warrants, Convertible Bonds, conversion date and likely impact on equity: NIL
(xiii) Plant Location:
SDF Industrial Complex, 5/128, Pampadi, Thiruvilwamala, Thrissur Dist., Kerala - 680 597. Tel.No. 0488-4282704, Fax No. 4282184.
(xiv) Address for Communications:
For Annual Report, Transfer of Physical Shares, Change of Address and any other query relating to the shares of the Company.
M/s. Link Intime India Private Limited, Coimbatore Branch Office, "Surya" 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641028, Tamilnadu.
Contact address for shareholder/Analyst:
The Senior Manager- Finance & Accounts, SDF Industries Limited SDF House, 7/352, N H Bypass Road, Chandranagar, Palakkad, Kerala - 678 007.Tel: 0491-2572629 Tele Fax: 2572421 email: firstname.lastname@example.org
It is hereby declared that all the Board Members, Senior Management and Employees of the Company have affirmed to and compliance with the 'Code of Conduct' laid down by the Company, as on 31st March 2015.
For and on behalf of the Board
K. V. Viswamohan Menon
Chairman & Whole time Director (DIN: 00666339)
Place : Palakkad
date : 14.08.2015