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SAMBANDAM SPINNING MILLS LIMITED
FORM DPT.ICIRCULAR IN THE FORM OF ADYERTISEMENT INVITING DEPOSITS
f Pursuant to section 73 (2)(a) and section 76 and rute 4(1) and rule ,l(2)oJ the Companie^r (Acceptance o/'Deposits) Rules, 2014 J
The Circular or Circular in the form of advertisement shail contain the following :
I. GENERAL INFORMATIONa.Name,address,websiteandothercontactdetailsoftheCompany
Sambandam Spinning Mills LimitedPost Box No.l, Kamaraj Nagar Colony, Salem - 636 014
Ph.: 0427 - 2240790; h-ax: 0427 -2240169Web :www.sambandam.com
E-mail : [email protected] & [email protected] :L"t7lllTZ1973PLC000675
b. Date of incorporation of the Company : 17-11-1973
c. Llusiness carried on by the Company and its subsidiaries with the details of branches or units, if any
'I'he Company carries on the business of Manufacture and Sale of Cotton YarnThe manufacturing activity is carried on at
I ) Kamaraj Nagar Colony, Salem - 636 014 - tlnit I
2) Ayeepalayam, Athanur - 636 301 - I-Jnit II and
3) Kavarakalpatty, Seshanchavadi (PO) Salem - 636 111 - Unit IIi.
Wind Turbine Generators at :
1) Uthumalai Village, V.K. Pudur Taluk, Tirunelveli Dt., Tamilnadu,
2) Panangudi, Pazhavoor and Parameshwarapuram Villages inRadhapuramTaluk, Tirunelveli Dt., Tamilnadu
3) Gudimangalam Village, Udumalpet Taluk, Coimbatore Dt., Tamilnadu.
d. Brief parliculars of the management of the company:
'['he Company is managed by the Chairman and Managing Director. and Joint Managing Directors
under the supervision and direction and guidance of the Board of Directors.
e. Names, addresses, DIN and occupations of the directors;
Sl.No. Name Address DIN Occupation
1Sri S.Devarajan(Chairman ar.rd Managing Director)
631315, Brindavan Road, 8th
Cross, Fairlands, Salem 636 0040000r910 Industrialist
2Sri S. Jegarajan(Joint Managing Director)
Sri S. Dinakaran(Joint Managing Director)
326, Santham Street. 7n Cross
Brindavan Road, F'airlands,Salem 616 004
000 I 8565Industrialist
IndustrialistJ
327, Santham Streel, 7'l' Cross
Brindavan Road, Fairlands,Salem 636 004
00001 932
4Sri D. Sudharsan(Non - Executive Director)
631315, Brindavan Road, 8th
Cross, Fairlands, Salem 636 004000 I 8546
Industrialist
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Sl.No. Name Address DIN Occupation
5 Mrs. Annapoorani Venugopalan( Non - Executive Director)
D-12, Hiranya Apartment,82, Greenways Road,Raja Annamalaipuram,Chennai 600028
08276668ManagementConsultant
6.Dr.V.Sekar( lndependent Director)
I 4T,Royapettah High Road.,Mylapore chennai 600004 03 128 I 87
ManagementConsultant
7Sri D.Balasundaram( Independent Director)
122,Tank Road.,Sivananda colonyTatabad-coimbatore 64 1 0 1 2
07800844Managementconsultant
8Sri S.Gnanasekharan( Independent Director)
" 3 I | 07,T .Kail asampalayam,Tiruchengode :637209Namakkal District.
06796817PractisingCompanySecretary
9Sri Kameshwar &l Bhat(Independent Director)
S-2,Gurupriya apaftments4 th cross ,lTI LayoutBSK -3 rd stage
Bangalore - 560 085.
0695 1 906FinancialConsultant
f. Management's perception of risk factors:-The deposits accepted by the Company are unsecured and rank pari passu with the other unsecuredliabilities of the Company. Rating assigned by 'India Ratings & Research' is 'INDtA-/stable/07.08.2019 which indicates "Adequate safety of timely payment of financial commitments".Members may take note of this while deciding on making deposits with the Company.
Demand for Yarn depends upon many external factors like cotton price, economic growth,international.policies and textile development in the Country. The entire Spinning Industry is
linked to these economic activities. Any slow down or changes in these activities will affect theyarn demand adversely, Similarly government policies for economy in general and SpinningIndustry in parlicular can also impact the 'demand' for Yarn and the profitability of the Company.
g. Details of default, including the amount involved, duration of default and present status. inrepayment of : NO DEFAULT
i) Statutory dues - Nil. The Company is regular in depositing statutory dues withthe appropriate authorities, other than those which are sub-judice.
ii) Debentures and interest thereon -No Debenture is issued .
iii) Loan from any bank or f,rnancial institution and interest thereon -- No default
2. PARTICULARS OF THE DEPOSIT SCHEMEa. Date of passing of board resolution : 1 1-08-2019
b. Date of passing of resolution in generalmeeting. authorizing the invitation of such deposits : . I 1-08-2019
c. T'ype of deposits, i"e., whether secured or unsecured: UNSECURED
d. Amount which the Company can raise by way of deposits as per the Act and the rules made
thereunder, and the aggregate of deposits actually held on the last day of the immediately precedingfinancial year and on the date of issue of the Circular or advertisement and the amount of depositproposed to be raised and amount of deposit repayable within the next twelve months;
i. Amount which the Company can raise by way of deposits as per the Act and the rules made
thereunder on the basis of Balance Sheet as at 31't March, 2Ol9:
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ParticularsLimit up to which deposit
can be Accepted
From Shareholders*(35% of the aggregate paid up capital, Securities PremiumAccount and free Reserve as on 31't March 2019)
Rs.2303.23 Lakhs
1l
(*Limit upto which deposits calculated in accordance with the provisions of rule 3 ofCompanies (Acceptance of Deposits) Amendment Rules, 2016)
Aggregate of deposits actually held on the last day of the irnmediately preceding
Financial year (i.e.3 1 -03-20 1 9):-
Deposits from Public NILDeposits from Share holders Rs 628.71 LakhsDeposits from Directors Rs 132.00 Lakhs *
Total Rs. 760.71Lakhs
* Deposits accepted from directors are excluded from the definitionof 'deposits' as per the Companies (Acceptance of Deposits) Rules, 2014
Aggregate of deposits on the date ( 30 .06.2019 ) of issue of this Circular :111 .
Deposits from PublicDeposits from Share holdersDeposits from Directors
NILRs 599.71 Lakhs
Rs 162.00 Lakhs
Non- CumulativelYear,2Years&3YearsSingle Deposits of below Rupees one lakh --- 1 1.00% p.a"
Single Deposits Rupees one lakh and above ---12.00oh p.a.
Deposits of Senior Citizens --- ---12.00% p.a.
Payment of Interest & Principal will be byCheque / Demand Draft IRTGS Mode
e
Total Rs. 761.71Lakhs
IV Amount of deposit Company proposes to raise in the Financial Yeat 2019-20
Upto Rs. 2303.23 Lakhs (Deposits from Share holders) [Ref. item (i) above]
v Amount of deposit repayable within the next twelve months:-ending Mar 2020
Ileposits from Public i\iil-Ileposits from Share holders Rs.70.65 Lakhstr-)eposits from llirectors Rs.87.00 L.akhs
Terms of raising of deposits:-
Deposits from Share HoldersTypeDurationRate of interest
Mode of payment &Repayment
* The Company will accept unsecured Fixed Deposits from its Shareholders only
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..'. Detailed terms and conditions for acceptancelrenewal of deposits can be obtained fiom
the Registered Office of the Company
* Deposits shall be treated as deposit from the shareholders if the first holder of the
deposit is a shareholder or a joint shareholder of the Company,
PRINCIPAL TERMS AND CONDITIONS GOYERNING UNSECURED FIXEDDEPOSIT SCHEME OF TIIE COMPANY:
APPLICATION :
olo Deposits will be accepted subject to the terms and conditions specified in the prescribed
application form which is available at the Registered Office of the Company.
.i. The Company's prescribed application form duly filed in with all details. signed by the
applicant along with necessary remittance should be sent to the Company's RegisteredOffice situate at P.B.No. I , Karnaraj Nagar Colony, Salem - 636 014.
{. The amount of the deposit should be remitted by an "Account Payee" Cheque / DcrnandDraft payable at Salem and drawn in favour of "Sambandam Spinning Mills Limited".No outstation Cheque i Demand Draft will be accepted.
1. The rninimum amount of deposit acceptable under the non-cumulative interest scheme is
Rs.15,000/-, I{s.10,000i- and Rs.5,000i- for one year, two years and three years
respectively. Any deposit in excess of the minimum acceptable amount covered underthe above categories shall be in multiple of Rs.5,000/- only.
{. Deposits r,vill not be accepted from Non-Resident Indians and Foreign Nationals.un-registered Trusts, Partnership Firms etc. Applications from minors are acceptable,provided the application forms are signed by their natural guardian ( father or mother )on behalf of the minor.
1. In the event of death of the first named depositor, all payments on account of principaland/ or interest will be made to the first of the joint holders in order of the survivors onproduction of the death certificate of the first named depositor, without reference to thelegal heirs andl or legal representatives ofthe deceased depositor. In any other case, itwill be necessary for the legal heir / representative of the deceased depositor to produceSuccession CertificatelLetter of Administration I Probate of the Will to the satisfactionof the Company. In order to overcome such complexities, depositors are advised toinclude one or two joint names. Deposits can be held in joint names upto three persons(maximum).
* Individual depositors, singly or jointly, can nominate any person - major or rninorthrough ( father or mother ) under the nomination facility. In the event of death of allthe Depositors, the deposit will vest in the nominee. Power of Attorney holder or aguardian applying on behalf of a minor cannot nominate and in that case, properindemnity must accompany such requests for repayment of Fixed Deposits.
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I'IXED DEPOSIT RECEIPTSt Fixed Deposit Receipts will be issued to the depositor(s) frorn the Company's
Registered Office situate in Salem within a period of 21 days from the date of receipt ofmoney for deposit.
* The Fixed Deposit Receipt is not transferable.
* The Company will not accept or recognize any lien or assignment of the deposit and/or
interest thereon.
.i. In the event of loss or destruction or mutilation of a Fixed Deposit Receipt, the
Cornpany may, in its sole discretion, issue a duplicate receipt on such reasonable terms
as to indernnity or otherwise as it may think fit. All expenses incurred in thisconnection will have to be borne by the depositor(s).
INTEREST:* Interest will be calculated from the date of realization of the Cheque/Draft in the
Company's Bank Account. Interest under non cumulative deposit scheme will be paid
Quarlerly / on the date of maturity as requested by the depositors in the Fixed DepositApplication Form and the interest will be payable at the end of every quarter on
31'r March, 30th June, 3Oft September and 31't December and on the date of maturity ofthe deposit.
* Payment of interest will be made by account payee D.D i RTGS / Cheque payable at par
at all the branches of the Company's banks in lndia. The Cheque/DD will be sent byRegd.Post/Speed Post/Courier to the registered address of the depositor.
.'. Change of address and instruction regarding interest remittance would be given effect inthe next payment of interest, if they are received at least 30 days in advance of the date
of payment duly quoting the Fixed Deposit Receipt Number, and the amount of Deposit.
* lnterest willcease to accrue on the date of maturity ol'the deposiis.
.:. Excess interest, if any, paid under any circumstance. will be recovered from the
subsequent payment of interest or from the principal amount.
INCOME IAX:
* Tax at the applicable rates in accordance with the provisions of the Income-Tax Act,1961, will be deducted at source from the amount of interest payable to a depositor. Atpresent, tax is deductible if the aggregate amount of interest paid or payable during thefinancial year exceeds Rs.5,000/-. However, tax will not be deducted if the depositorsfurnish copy of their PAN Card with their deposit application and they should also
furnish to the Company statement/declaration in Form 15Gil5H as specified under theIncome Tax Act for each financial year through out the deposit period. If the PAN card
copy is not furnished, tax will be deducted at the applicable higher rate, Tax deducteddue to non compliance with this condition will not be refunded under any circumstance.
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RENEWAL/REPAYMENT. QF DEPOSITS :
{. The Company reserves the right not to repay a deposit before the date of maturity. In. case of premature withdrawal, re-payment of the deposit amount and interest will be
governed by the Companies (Acceptance of Deposits) Rules, 2014 and amendmentsthereto.
* The Deposit Receipt duly discharged on a revenue stamp should be sent to the Company30 days before the date of maturity to enable the Company to renew or refund the
deposits as the case may be on the due date. For renewal of the deposit, a freshapplication forrn duly filled in should accompany the discharged Fixed Deposit Receipt.
* Repayment of the principal amount of the deposit will be made by Cheque/DD/RTGSremittance to the Bank A/c of the depositor.
* It is not obligatory on the part of the Company to give notice or advance intimationabout the due date of the deposit for Renewal or Repayment of the deposit.
.i. Where the due date of the deposit falls on a day on which the Registered Olfice ol'1lie. Company is closed or on a Bank holiday, the payment will be made on the next rvorking
dry.
* Deposits will be accepted in joint names not exceeding THREE. The first nameddepositor will be regarded as the beneficial owner of the deposits and will be treated as
the payee for the purpose of deducting tax u/s 194A of the Income-Tax Act, 1961 .
.1. In the case of deposits in joint names, all correspondence, payment of interest andrepayment of the fixed deposit will be made to the person whose name appears first onthe Deposit Receipt
GENERAL:.i. The Company reserves the right(s)
- To accept deposit only for such periods as it may decide from tirne to time.- To reject any application for fresh deposit or for renewal without assigning any reason- To repay the deposit prematurely befbre the due date.- Not to repay a deposit before the date of rnaturity.
* Fixed Deposit will be subject to the Companies (Acceptance of Deposits) Rules, 201 4 as
amended from tin"re to time and any other rules or regulations prescribed by the CentralGovernment or the Reserve Bank of India or any other statutory authority.
..'. Any Dispute arising out of the acceptance of deposit is subject to Salem jurisdiction only.
.i. 'fhe forms having incomplete information will not be accepted and the remittance rvillbe returned to the applicant within reasonable time.
.i. [n the case of deposits made under Power of Attorney; the relevant Power of Attorne-vduly Notarized must be lodged with the Company at the time of application.
* All the correspondence for change of name, address, loss of Fixed DepositI{eceipt/lnterest Warrant etc., should be addressed to:-
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SAMBANDAN{ SPINNING MILLS LIMTIEDP.B.No:1, KAMARAJ NAGAR COLONY,SALEM _636 014, TAMILNADU
MONDAY TO FRIDAY (9.00 TO 18.00 HRS)(EXCEPT ON BANI(/PUBLIC HOLIDAYS)
Board of Directors of the Company has constituted'stakeholders Relationship Committee'comprising three Directors of the Company for taking suitable action to redress the
grievance. of Stakeholders including Depositors. Any complaint/grievance of depositors
may be senr ro the Company Secretary, Sambandam Spinning Mills Limited, P.B.No.1.Kamaraj Nagar Colony, Salem - 636 014 by post or by e-mail to the following e-mail ID :
[email protected] ; [email protected]
f. Proposed time schedule mentioning the date of opening of the Scheme and the time period forwhich the Circular or adveftisement is valid:-
The Fixed Deposit Scheme proposed to be opened from the date of approval by the board
of Directors of the company ,receipt of the approval /deemed approval from ROC and
this shall be valid till 30.09.2020 or the date of next Annual General Meeting of the
Company, whichever is earlier.
g. Reasons or objects of raising the deposits:-To meet the Working Capital needs of the Company
h. Credit rating obtained:Name of the Credit Rating Agency : INDIA RATING
Rating obtained : INDTA-istable
Meaning of the rating obtained : Adequate safety of timely payment of interest and
principalDate on which rating was obtained : 07.08.2019
i. Extent of deposit insurance:-The Ministry of Corporate Affairs vide notification No. G.S.R.454 (E) dated 11-05-2017, has
allowed Companies to accept deposits from Shareholders without insurance contract or till the
availability of a Deposit Insurance Product, whichever is earlier. Since the Deposit Insuranceproduct is not made available , the Cornpany has not entered into any insurance contract fordeposits but as and when such insurance product is available, the Company will obtain deposit
insurance:
j. Short particulars of the charge created or to be created for securing such deposits, if any :
Not Applicable as the deposits are Unsecured
k. Any financial or other material interest of the directors, promoters or key managerial personnel
in such deposits and the effect of such interest in so far as it is different from the interests ofother persons.
None of the Directors, key managerial personnel and their relatives is concerned or interested tothe extent of deposit made by them.
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3. DETAILS OI'ANY OUTSTANDING DEPOSITS AS ON 31 MARCH 2019
a. Amount Outstanding : Rs.628.71 Lakhs
(shareholders)
b. Date of acceptance : Accepted on various dates in April 2018 to March 201 9
c. Total amount of Fixed deposit accepted : Rs. 760'7l Lakhs
d. Rate of interest : At different Rates within the permissible limit ( 11% to 12%)
e. Total number of depositors : 95 members only
f Default, if any, in repayment of deposits and payment of interest thereon, if any, including
number of depositors, amount and duration of default involved: Nil - NO DEFAULTg. Any r.vaiver by the depositors, of interest accrued on deposits: Nil
4. I'INANCIAL POSITION OF THE COMPANY
a. Profits of the Company', before and alter making provision for tax, for the three financial 1'ears
immediately preceding the date of issue of this Circular or Advertisement.
For the year ended Profit before Tax Profit after Tax
31-03-2017 904.70 431.58
3 1-03-2018 344.06 344.95
31-03-2019 547.34 441.971
Dividends declared by the Company in respect of the aforesaid three financial years; interest
coverage ratio for the last three years (Cash profit after tax plus interest paid)b
Summary of the financial position of the Company as in the three audited halance sheets
immediately preceding the date of issue of this Circular or adveftisement( Figures in Rs.Lakhs )
LIABILITIES 2018-19 2017-1820t6-17
Shareholders' Fund:
Share Capital 427.55 427.s5 421 .5 -\
Reserves and surplus 8s69.99 7903.27
Non-current liabilities :
Long-term borrowings t406.34 t623.20 1968.80
Deferred tax liabilities (net) l0l 8.20 1060.67
Other long-term liabilities 1i.35 11.35 28.28
211.41Long-term provisions 278.15 235.07
Interest CoverageRatio
Dividend 7oDividend Declared(Equity) (Rs. Lakhs)For the year ended
2.6840%170.5 83t-03.20172.4820%31-03.2018 85.292.7720%85.293 1-03 .20 1 9
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8861.06
3288.64
Current Iiabilities:
ASSETS 201 8-1 9 2017-18 2016-17
Non-current assets
X'ixed: Tangible assets 10403.89 11170.87 1 2041 .6 I
Intangible Assets 0.04 0.04 0.26
Capital work-in-progress 10.3 9
Non-current investments 227.78 227.51 t67.10
Long-term loans and advances 996.83 819.22 2054.75
Other non-current assets 303.03 290.1.6
Current assets
Inventories 4565.72 3 73 3.05 3 893.3 5
Trade receivables 343s.42 4528.00 3r44.38
Cash and cash equivalents86.13 283.08 332.65
Short-term loans and advancess69.08 5 82.00 I 51.0 i
C)ther non-current assets
237.81 149.02 421.90
Total20836.12 21782.95 22201.01
d. Audited Cash Flow Statement for the three years immediately preceding the date of issue of this
Circular or adveft isement
31't March 2019 3L" March 2018 3l"March 2017
Cash Flow from Operating Activities t229.92 1367.21 4203.65Cash Flow from Investing Activities (1?,4 05), 14s.00) rgl 40)Cash Flow from Financing Activities (1).17 82\ r1 495. I 3) 14000 55')Net increase in cash and cash equivalents fi 1 1.95) (172.92\ 106.80
e. Any change in accounting policies during the last three years and their effect on the profits and
the reserves of the Company: No Change5. DECI,ARATION BY TI-IE DIRECTORS THAT:.
a. the Company has not defaulted in repayment of the deposits accepted either before or after the
commencement of the Act or payment of interest on such deposits and lvhere a default had
oocurred .the company made good the defuult and a period of five years had elapsed sir:ce the:
date of making good the default;b. the board of directors have satisfied themselves fully with respect to the affairs and prospects of
the Company and that they are of the opinion that having regard to the estimated future
Shorl-term borrowings 5256.94 4763.29 4200.16
Trade payables 2119.59 3576.63 2829.19
Other curent liabilities13 89.70 1432.00 111 1.86
Short-term provisions 67.24 207.85
Total 20836.12 21782.95 22201.07
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f-rnancial position of the Company, the Company will be able to meet its liabilities as and rvhen
they becorne clue and that the Company will not become insolvent within a period of one year
from the date of issue of this Circular or adveftisement .
c. the Compaly has complied with the provisions of the Act and the rules made thereunder;
d. the compiiance with the Act and ihe rules does not imply that repayment of deposits is
guaranteed by the Central Government;
e. ihe deposits accepted by the Company bcfore the commencement of the Act have been fully
repaid (and until in.y ui. repaid . ihey shall be treated as unsecured and ranking paripasu rvith
other unsecured liabilities )with the interest payable thereon before 31.3.2019.
I. In case of any adverse change in credit rating, depositors will be given a chance to rvithdrarv
their deposits lvithout any penalty.
g. the deposits shall be usecl only for the purposes indicated in this Circular or advertisement
h. the deposits accepted by the Company ( other than the secured deposits , if any , aggregate
u,oount of rvhich to be indicated ) are unsecured and rank pari passu with the other
unsecured liabilities of the Company.
'fhe text of this Circular has been approved by the Board of Director of the Company at the Board
Meeting held on I 1 .08.201 9. This Circular signed by a majority of all the directors on the board o1'
Directors of the Company, will be filed with the Registrar of Companies, Coirnbatore as recluired
by the Cornpanies (Acceptance of Deposits) Rules, 2014 as arnended.
This Circular is issued on the authority and in the name of the Board of Directors of the Company.
(BY ORDER OF THE ROARD)
NOTE
PT,ACEDAl'E
.=k*L..-(s" (D
4L4
(ANNAPOO VENUGO
SALEM11-08-2019
(Dr.V
(S. GNANAStrKHARAN) M RHAT)
(s. {fu
1
#- R. SUNDARARAJAN & ASSOCIATESCT{ARTERED ACCOUNTANTS
Dear Sir,
Signatures of Authorised Signatoriesof the OrganisationName & Designationwith Official Stamp
ron Snnraexoeu Srruurrlc /Ihus l-m.
ToThe Board of DirectorsSambandam Spinning [Mills Ltd.,Kamaraj Nagar Colony,Salem
.ilY
11.08.2019
S ignature of e AuditorName & ip Numberof the partnName of the Firm
uDrN i no\b4'2AaAA e98210
, sub : Issue of StatutoryAuditor's certificate as required under circurarfrom tt/cA issue dated 5th July 2o1g with regaro to Acceptance of depositsfrom shareholders
Further to the McA circurar dated os.a7.2o1B on the above said subject ofcompanies ( accept3lce of Deposit rures) 2014, we hereby certify that1) The company ( sambandam spinnihg uitts t-t0., I has not defaulted inthe repayment of deposits held during the-perioo nprit 2o1B to lVlar 2019 andas on 11.08.2019 and that2) There has been no deray in the payment of Interest on such depositsduring the year April 2or8 to rvar 2o1g and as on 11.oa.zot g
. (5. DEVARAJAN)Chairman and Managini Director
CHENI{AI
F.R. ttlo.082825
HO: H No.2, Royal Gokulam, S-2 Ayyappan Street, East Tambaram, Chennai - 600059. PH :044 22392523BO: No.1,Club House Road,'B' Wing of 3rd Floor, Subramanian Building, Chennai - 600002. PH : 044 28461A99 Mob: 9790903816
Email : [email protected]
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