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Directors Report of Suryaamba Spinning Mills Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 8th Annual Report on the Business and operations together with Audited Annual accounts of your Company for the financial year ended31stMarch,2015.

Financial Results: (Rs in Lakhs)

S. No Particulars 2014-15 2013-14

1 Sales and other income 14,916.48 15,836.68

2 Profit Before interest and Depreciator 1,096.33 1,069.58

3 Interest and Fiancé Charges 462.20 459.29

4 Depreciation 357.21 276.46

5 Profit after interest and Depreciation 276.92 333.85 Provision for Taxation:

6 (a) Current Tax 57.44 72.79

7 (b)Deferred Tax 79.78 182.94

8 (c)MAT Credit Entitlement (4L36) (13627)

9 Balance of Profit (or Loss) 18LO6 214.39 Appropriations

10 Transfer to General Reserve O.50 O.50

11 Dividend on Equity Share 33.82 24.82

12 Dividend on Preference Share 61.84 61.84

13 Dividend Tax 19.61 14.63

14 Surplus carried over to Balance Sheet 245.39 180.10

Operations:

Your Company's Revenue at f 14916.48 Lakhs (as against f 15836.68 Lakhs in FY 2013-14), registering decrease of 6% over the previous year. Profit before depreciation, interest and tax stood at f 1096.33 Lakhs (as against f 1069.58 Lakhs in FY 2013-14. Net profit attributable to the shareholders at f 181.06 Lakhs as against f 214.39 Lakhs in FY 2013-14. During the year textile industry has recovered from earlier years' recessionary and performed well on an average.

Exports:

The export turnover including merchant export of your company during the year was f 2060.81 Lakhs (as against f 1864.56 Lakhs, registering a 10% increase over the previous year. Your Company has been exporting yarn to various countries like Brazil, USA, Singapore, Argentina, Portugal and continue to explore new markets to improve performance. This trend of increase in exports expecting to continue in the coming years.

Future Outlook:

The per capita polyester consumption is found to be 2.5 kg compared to the world average of 6.8 kg. Polyester consumption also witnessed a marginal increase of 2% m the overall domestic fiber consumption stats, and was seen eating to the share of share of other man-made fibers. Being dubbed as the poor man's cloth, this trend is expected to continue with the growing population and will exponentially increase with the increase in the GDP growth. The new major itanan government will play an incrementally crucial role in bringing back consumer confidence in the economy. We expect this increase in consumer confidence to bring about an upsurge in domestic demand. Though, it might lead to an appreciated rupee which would hurt us in the short- term, we do expect that a stable - growth bonneted government, with a stable currency are going to have a positive impact on the industry as a whole. We expect the new government bringing about favorable reforms for the textile sectors. We aim to capitates on these future reforms by having a strong liquidity position, so we can capitates on each and every opportunity the market generates by drastically expanding and diversifying our product base as to cater a larger audience. We aim to use retained earnings, preferred stock and debt as our man source of funding for our future growth plans. Last but not the least, your company believes that the competition in the emerging markets will be met by improving our systematic efficiency, which will lead to a better cost rationalization, higher productivity, quality assurance and product differ nation.

The economy is in the stage of prospect and the Company expects good demand for its products in domestic as well as international markets. Major markets for Indian Textile and Clothing (T & C) export are the USA and EU and they have recovered from the recession of the past years. The domestic market is also on the path of healthy growth because of the fact that few manufacturing facilities operating abroad are slowing down due to recession. The home-textiles and garment segments are reflecting sound growth both the domestic and international markets due to good demand of apparels. There is a substantial scope for further growth in these segments. Your Company believes that the competition in the emerging markets will be met by developing production systems based on cost efficiency high productivity, quality assurance, etc.

Expansion Plan & Capital Expenditure:

The company aims to increase spmdeleage capacity by 6,048 spindles with a capital expenditure of 17 cr and plans to complete the expansion within 6 months. It plans to fund this capex by using an eclectic mix of promoter's equity, retained earnings and debt to ensure sustainable growth for the company the future

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant material changes and commitments affecting financial position of thecompanybetween31stMarch,2015andthe date of Board 'Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF AN

The company has not changed the nature of business during the financial year under review.

4. DIVIDEND

Your Director shave recommended payment of dividend on 8% cumulative Redeemable preference shares as per the terms and conditions of the issue. The dividend will absorb sum of Rs.61.841akhs

Your Directors are pleased to recommend a dividend of 10% on the Equity Share Capital of the Company for the financial year ended 31st March, 2015. The dividend will absorb a sum of f 29, 32 lakhs The Corporate dividend tax levied will be f 18.23 lakhs.

5. TRANSFERTO RESERVES

Your Company propose to transfer f 0.50 lakhs to General Reserve account of the company for the year.

6. BOARD MEETINGS

Eight Board Meetings were held during the year on 30th May 2014, 5th June, 2014, 4th July 2014, 14th August 2014, 8th November 2014, 13th December 2015, 31st December 2015 and 14th February 2015 . The attendance of Directors for above mentioned meetings is disclosed Corporate Governance Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONS

Retirement By Rotation

Pursuant to provisions of the Companies Act, 2013, Mr. Mayank Agarwal( DIN: 02749089), Whole Time Director will retire at the ensuing Annual General Meeting and being eligible, offers him-self for re-appointment The Board recommends his re appointment.

Appointment

The Boards of Directors has appointed Mr. Mamsh Kumar as additional director of the company at their meeting held on 14th Feb, 2015.

Re-appointment

During the year under review, the members in the 7th Annual General Meeting held on 9th August 2014 approved the appointment of Mr. Pundlik Sampatrao Thakre (DIN: 02066290) and Mr. Amit Goela (DIN: 01754804), Non- Executive Director as Independent Directors as per the provisions of section 149 sub-section (10) who are not liable to retire by rotation with effect from 9th August 2014 to 8th August, 2019.

The members have also re-appointed Mr. Virender Kumar Agarwal as the Managing Director and Ms. Seema Ram Agarwal as Joint Managing Director with effect from 1st March, 2014 for a period of 3 (Three) years i.e., till 8th August,2017.

Resignation

During the year under review Mr. Pujit Agarwal has been resigned from his directorship of theCompanyfrom4thJuly2014.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 sub- section (7) of the Compares Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Compares (Appointment and Qualification of Directors) Rule, 2014 and Clause 49 of the Listing Agreement with the Stock Exchanges.

9. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any related party transactions pursuant to section 188 of the Company's Act, 2013. Further there are no materially significant related party transactions made by the Company during the Financial Year 2014-15 which may have the potential conflict with the merest of the company at large.

Accordingly, there are no transactions that are required to be reported in Form AOC-2 and as such doesn't form part of the Report The Company has adopted a Related Party Transactions policy and the policy as approved by the board is uploaded on the Company's websitewww.suryaamba.com

10. CHANGES IN SHARE CAPITAL

During the year under review, your company has made an issue & allotment of 4,49,944 Equity shares of face value of f 10/- echidnas fully paid up pursuant to the conversion of warrants allotted on 6th March, 2013 at a premium of f 15.15/- each to the promoters of the Company. Consequently the paid up equity share capital of the Company has increased from f 10,21,20,000 to f 10,66,19,000.

11. COMPOSITION OF COMMITTEES

Audit Committee

The audit committee comprises Mr. Pundlik Sampatrao Thakare (Chairman), Mr. Amit Goela, Ms. Seema Ram Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Stakeholder Relationship Committee

The Stakeholders relationship committee comprises Mr. Pndalik Sampatrao Thakare (Chairman), Mr. Amit Goela and Ms. Seema Rani Agarwal as other members.

Nomination & remuneration Committee

The Stakeholders relationship committee comprises Mr. Pndalik Sampatrao Thakare (Chairman), Mr. Amit Goela and Mr. Mamsh Kumar as other members.

Corporate Social Responsibility (CSR) Committee

The company has not crossed the threshold limit as prescribed under section 135 of the Companies Act, 2013, hence has not been constituted the Corporate Social Responsibility Committee for the year.

Policy laid down by the Nomination and Remuneration Committee for remuneration of Directors, Key Managerial Persons (KMP) and other Employees and the criteria formulated by the Committee for determining Qualifications, positive attributes, independence of a Director is at ached to the report as Annexure VII.

12. VIGIL MECHANISM

In compliance with requirements under Section 177 of the Companies Act, 2013, your Company being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/ vigil mechansim.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or vocation of the Codes of Conduct or policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safe-guards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sectionl34 (5) of the Companies Act,2013,the Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b 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 31st March, 2015 and of the loss of the company for that period;

c. 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 ;

d. the directors had prepared the annual accounts for the period ended 31st March, 2015 on a going concern basis.

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has no subsidiaries, joint ventures and associate companies during the year.

15. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return m MGT 9 as a part of this Annual Report is in ANNEXUREI.

16. AUDITORS

Statutory Auditor

M/s S. Venkatadn & Co., Chartered Accountants, Hyderabad Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under Section 139 of the Companies Act and that they are not Disqualified for re-apartment.

Auditor's Report

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adversary mark.

Cost Auditor

The Board of Directors have appointed M/s. G. R Paliwal & Co., Cost Auditors, Nagpur for conducting the cost audit of the Company for the financial year 2015-16, in compliance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit Rules) 2014 , on the recommendations made by the Audit Committee, and has recommended his Remuneration for the ratification of Members at the ensuing annual general meeting. Further please note that pursuant to the Companies (Cost Records & Audit) Rules, 2014, the appointment of Cost Auditor for the Financial Year 2014-15 was not applicable to the Company.

Secretarial Auditor

The Board has appointed Ms. Megha Bhaiya Mohunta, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2015 in compliance with the provisions of Section 204 oftheCompamesAct,2013.

The report of the Secret anal Audit Report in Form MR-3 is enclosed as Annexure III to this Report.

Replies to the observations made in the Secretarial Audit Report

The Board of Director of the Company appointed Ms Megha Bhaiya, Practicing Company Secretary to conduct the Secretarial Audit Report for the financial year ended March 31, 2015 is provided in the Annual Report.

The Secretarial Audit Report confirms that the company has complied with the applicable provision of the Companies Act 2013, The Securities Contracts ( Regulation )Act 1956, Depositories Act 1996, The Foreign Exchange ManagementActl999,to the extent applicable to overseas Direct Investment (ODI) Foreign Direct Investment & External Commercial Borrowing all the regulations and guidelines of SEBI (SAST) Regulation 2011, The SEBI ( Prohibition of Insider Trading) Regulation 1992, The SEBI (Issue of Capital and Disclosure requirement regulation 2009, listing agreement with the stock Exchange & the Memorandum and Articles of the Company.

The following explanation of the secretarial Audit report is asunder:

As regard to para VI of the Secretarial Audit Report the company has adequate system in place in the company for the Compliance of other laws, however the Company is in the process of filing various forms as pointed out in the Secretarial Audit Report. As regards non- compliances mentioned m point nos. (n) 1, (n) 5 and (ii) 7, the company is in the process of compliance in current period and will take due care that these non-compliances will not arise in future.

As regard to Para (n) 2, (n) 3, (n) 4 & (n) 6, the company has already complied before completion of this Secret anal Audit As regard to Para (if) 8, the company is has already took necessary steps to resolve investor's complaints but due to final approval by investors of action taken Company, the complaints are still pending. The Company is taking necessary steps to redress the governance of investors.

Board is taking necessary steps to comply with all the applicable laws, rules and regulations and will incorporate adequate systems and processes in the company to ensure completion of compliance in future.

The secretarial audit Report for the Financial Year ended 31st March 2015 is annexed to The Board Report

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Rule 8 of the Compares(Accounts) Rules, 2014 is annexed and marked ANNEXURE IV and forms part of this Report.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has effective 'internal financial controls' that ensure an orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

19. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

Nosing cantor material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AF FECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2015 to the date of signing of the Director's Report

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Company has not governance loan or guarantee to any person or body corporate nor invested in anybody corporate during the Financial Year pursuant to Section 186 of Companies Act, 2013

22. RISKMANAGEMENT

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

23. CORPORATE SOCIAL RESPONSIBILITY:

As an evolved and concerned corporate citizen, your company believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check-up camp, providing cold drinking water during summer season for travelers near to the factory premises

24. FORMAL ANNUAL EVALUATION

Company has devised a Policy selection of directors, determining independence of directors and for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non- executive directors and executive directors.

25. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel. The said policy is available on the website of the Company.

26. MECHANISM FOR BOARD EVALUATION

Clause 49 of the Listing Agreement states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc. The Board has earned out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared convening various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. A meeting of the Independent Directors was also held which reviewed the performance of Non- Independent Directors, Chairman and the quality, quantity and time lines of flow of information between the Company management and Board.

27. DISCLOSURE ABOUT COST AUDIT

The Board of Directors have appointed M/s. G. R. Paliwal & Co., Cost Auditors, Nagpur for conducting the cost audit of the Company for the financial year 2015-16, in compliance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit Rules) 2014 , on the recommendations made by the Audit Committee, and has recommended his remuneration for the ratification of Members at the ensuing annual general meeting. Further please note that pursuant to the Companies (Cost Records & Audit) Rules, 2014, the appointment of Cost Auditor for the Financial Year 2014-15 was not applicable to the Company.

28. PARTICULARS OF EMPLOYEES

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure - II Further during the year under review, none of the employees are receiving remuneration as set out in Rule 5 (2) of the are In terms of the provisions of Rule (5) (2) of the Companies (Appointment And Remuneration Of Manageably Personnel)Rules,2014

29. CORPORATE GOVERNANCE

A detailed Report on Corporate Governance in Annexure V, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report

30. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and believes m providing opportunity and key positions to women professionals. It has been the endeavor of the Company to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment, free of discrimination. This includes discrimination on any basis, including gender and any form of sexual harassment. We feels proud to intimate that there were no complaints reported under the provisions Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as To dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report

4. Neither the Managing Director nor the Whole- time Directors of the Company receive any remuneration or commission from any of its subsidiaries as the company has no subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations m future.

31. SECRETARIAL STANDARDS

Your company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENT

The Board of Directors pleased to place on record their appreciation of the co-operation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company's shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors

For Suryaamba SpinningMills Ltd

Virender Kumar Agarwal

(Managing Director)

(DIN: 00013314)

Seema Rani Agarwal

Jt. Managing Director)

(DIN: 0143026)

Place :Nagpur

Date:28-August-2015


Mar 31, 2014

Dear shareholders,

2013 was a tough year for the global economy and India in particular. Low customer sentiments coupled with rising interest rates to curb liquidity created severe cash crunch in the industrial sector. Additionally, the growing volatility in the rupee for the year created a very uncertain atmosphere in the economy. Despite the huge fluctuation in raw material prices and availability, your firm is pleased to announce an increase in the turnover by 17.8%. Your firm has taken several cost rationalization initiatives to strengthen the bottom-line in the next financial year.

® Implementation of ERP - After 2 years of rigorous grubwork, we are pleased to announce success in the process of implementation of the system throughout the entire process of the company. This initiative is expected toexponentialiy increase transparency and accountability in the system and should increasingly benefit the firm in the years to come.

® Expanding value added basket - During the year, we have increasingly increased our focus on creating a wider portfolio of products. We have successfully added eco-friendly, anti-bacterial, flame retardants, micro deniers, optical white, reverse twist and eli twist yarns to our range of existing products. We wish to leverage this portfolio of products to strategically enhance profitability in the future.

® Growing market presence - We have been increasingly concentrating on increasing market share across both domestic and international markets. We have been able to accomplish this by understanding the demographics of every marketand creating a competitive marketing strategy through product differentiation and cost competitiveness. As a result, we have been successfully been able to increase brand awareness and market share in the targeted markets.

® Customer centricity - We have started taking a more customer centric approach to marketing. Sales team are increasingly working directly with both domestic and export customers to understand their new product development needs and collaborate with them to develop new yarns in-house. This has helped us form excellent associations with our customers and our customer retention rates continue to stay abnormally high. Continuous interaction between the marketing and production team has helped us to strategically align our operational strategy to our marketing strategy, thereby creating synergies in cost realisation..

® Continuous Improvement Plan - We have exponentially increased class room training hours for both workers and supervisors to create awareness about the principle of Kaizen. This bottom-up approach to improvement has already started reaping fruits in terms of floor-level cost savings and has assisted us creating a very positive environment at work.

Your Directors have pleasure in presenting their 7th Annual Report on the Business and operations together with Audited Annual accounts of your Company for the financial year ended 31st March, 2014.

Financial Results (Rs.in Lakhs)

S.No. Particulars 2013-14 2012-13

1. Sales and other Income 15836.68 13518.98

2. Profit Before interest and Depreciation 1069.58 1050.80

3. Interest and Finance Charges 459.27 473.84

4. Depreciation 276.46 285.36

5. Profit after Interest and Depreciation 333.85 291.60

Provision for Taxation: -

6. (a) Current Tax 72.79 63.48

7. (b) Deferred Tax 182.94 20.84

8. (c) MAT Credit Entitlement (136.27) -

9. Balance of Profit (orLoss) 214.39 207.28

Appropriations

10. Transfer to General Reserve 0.50 0.50

11. Dividend on Equity Share 24.82 23.52

12. Dividend on Preference Share 61.84 93.24

13. Dividend Tax 14.73 19.84

14. Surplus carried over to Balance Sheet 180.10 67.62

Operations:

During the year, your company has achieved a Total turnover of Rs. 15836.68 Lakhs as compared to Rs.13,446.02 Lakhs registering a growth of 17.78% over the previous year. The company''s revenue from operations grew by 16.31% where as it''s other income experienced an exuberant growth of 170.53%. The company has earned a Profit before tax of Rs. 333.85 Lakhs for 2013-2014(as compared to 291.60 Lakhs) registering a percentage increase of 14% over the previous year . Due to a dramatic increase in the deferred tax liability (a non cash expense), the firm booked a net profit of Rs.214.39 Lakhs for 2013-2014(as compared to Rs. 207.28) registering an adequate growth of 3.43 % over the previous year. The excess volatility in the Indian rupee played a key role as it increased the volatility of our COGS, your company was able to use this excess volatility to it''s advantage

Exports

The export turnover of your company during the year wasRs. 1864.56 Lakhs as compared to Rs.1066.96 Lakhs registering a 74.8 % increase over the previous year. Your company has been exporting yarn to various countries like Brazil, USA, Singapore, Argentina, Portugal and continue to explore new markets to improve performance. Your company looks to carry on the trend of increasing export in the coming years. Your company wishes to channelize the trend of increasing exports by increasing the contribution of direct exports to the overall export figure.

Future Outlook

The per capita polyester consumption is found to be 2.6kg compared to the world average of 6.8kg. Polyester consumption also witnessed a marginal increase of 2% in the overall domestic fiber consumption stats, and was seen eating into the share of other man-made fibres. Being dubbed as the poor man''s cloth, this trend is expected to continue with the growing population and will exponentially increase with the increase in the GDP growth. The new majoritarian-government will play an incrementally crucial role in bringing back consumer confidence in the economy. We expect this increase in consumer confidence to bring about an upsurge in domestic demand. Though, it might lead to an appreciated rupee which would hurt us in the short- term, we do expect that a stable - growth oriented government, with a stable currency are going to have a positive impact on the industry as a whole. We expect the new government bringing about favorable reforms for the textile sectors. We aim to capitalize on these future reforms by having a strong liquidity position, so we can capitalize on each and every opportunity the market generates by drastically expanding and diversifying our product base as to cater a larger audience. We aim to use retained earnings, preferred stock and debt as our main source of funding for our future growth plans. Last but not the least, your company believes that the competition in the emerging markets will be met by improving our systematic efficiency, which will lead to a better cost rationalization, higher productivity, quality assurance and product differenation.

Expansion Plan

The company aims to increase spindeleage capacity by 10,512 spindles with a capital expenditure of 30cr and plans to complete the expansion within 6 months. This facility is expected to be fully operational fromjanuary''15. It plans to fund this capex by using an ecclectic mix of promoter''s equity, retained earnings and debt to ensure substainable growth for the company in the future. This expansion will bring tremendous economies of scale and substantially increase the bottom-line of the company.

Deposits

There were no overdue deposits as on 31st March 2014.

Dividend

Your Directors have recommended payment of dividend on 8% cumulative Redeemable preference shares as per the terms and conditions of the issue. The dividend will absorb a sum of f 61, 84,000. Your Directors are pleased to recommend a dividend of 10% on the Equity Share Capital of the Company for the financial year ended 31st March, 2014. The dividend will absorb a sum of Rs. 29,31,944.

The Corporate dividend tax levied will be Rs. 15,49,225.

Transfer to Reserves

Your Company propose to transfer Rs. 0.50 Lakhs to General Reserve account of the company for the year.

Directors

During the year, Board has re-appointed Sri Virender Kumar Agarwal, as Managing Director of the company for a further period of 3 years with effect from 1st March, 2014. Board of Directors recommends his re-appointment.

In the ensuing Annual General Meeting, the Board recommends the re-appointment of Smt. Seema Rani Agarwal as Joint Managing Director of the Company, for a further period of three years w.e.f from 1st October, 2014.

Further the Board of Directors proposes to appoint all the existing Independent Director i.e Sri Amit Goela and Sri Pundlik Sampatrao Thakare under Section 149 of the Companies Act, 2013 so that they can act as Independent Directors of the Company for two terms of 5 years each from the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirms that:

1. In the preparation of annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 ended on 31st March, 2014 and of the profit for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check- up camp, providing cold drinking water during summer season for travellers near to the factory premises.

Auditors

M/s S. Venkatadri & Co., Chartered Accountants, Hyderabad have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification

No Qualification was made by the Auditor in their report on the accounts for the period ended 31st March 2014.

Cost Auditor

The Cost Audit report for the financial year 2013- 14, shall be submitted to the Central Government within the stipulated time. Further, your company is not required to appoint Cost Auditors for the financial year 2014-2015 as prescribed under the Companies Act, 2013 and rule made there under.

Corporate Governance

Management Discussion Analysis Report and Corporate Governance report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgement

The Board of Directors pleased to place on record their appreciation of the co-operation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company''s shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors For Suryaamba Spinning Mills Ltd.

Virender Kumar Agarwal (Managing Director) (DIN : 00013314)

Seema Rani Agarwal (Jt. Managing Director) (DIN : 01430206)

Place : Nagpur Date : 04.07.2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their 6th Annual Report on the Business and operations together with Audited Annual accounts of your Company for the Financial year ended 31 st March, 2013.

Financial Results (Rs. In Lakhs)

S.No. Particulars 2012-13 2011-12

1. Sales and other Income 13518.98 10223.50

2. Profit Before interest and Depreciation 1050.80 (44.45)

3. Interest and Finance Charges 473.84 550.24

4 Depreciation 285.36 296.14

5. Profit after Interest and Depreciation 291.60 (890.83)

Provision for Taxation: -

6. (a) Current Tax 63.48 -

7. (b) Deferred Tax 20.84 (285.13)

8. Balance of Profit (orLoss) 207.28 (605.70)

Appropriations:-

9. Transfer to General Reserve 0.50 -

10. Dividend on Equity Share 23.52 -

11. Dividend on Preference Share 93.24 -

12. DividendTax 19.84 -

13. Preference Share Redemption Reserve - -

14. Surplus carried over to Balance Sheet 67.62 (2.56)



Operations:

During the year, your company has achieved a Total turnover of Rs. 13518.98 Lakhs (Rs.10,223.50 Lakhs in the previous year) registering an increase of 32.23% over the previous year. The Company has recorded a Profit of Rs. 291.60 Lakhs as against the loss of Rs. 890.93 Lakhs for 2011-12. During the year textile industry has recovered from the last years'' recession and performed well on an average.

Exports

The export turnover (through merchant export) of your Company during the year was Rs. 1066.69 Lakhs (Rs.447.60 Lakhs in the previous year) registering an increase of 138.31% over the previous year. Your Company has been exporting yarn to various countries like Brazil, USA, Singapore, Argentina, Portugal and continue to explore new markets to improve performance. This trend of increase in exports expecting to continue in the coming years.

Future Outlook

The economy is in the stage of prosperity and the Company expects good demand for its products in domestic as well as international markets. Major markets for Indian Textile and Clothing (T & C) export are the USA and EU and they have recovered from the recession of the past years. The domestic market is also on the path of healthy growth because of the fact that few manufacturing facilities operating abroad are slowing down due to recession. The home-textiles and garment segments are reflecting sound growth both in the domestic and international markets due to good demand of apparels. There is a substantial scope for further growth in these segments. Your Company believes that the competition in the emerging markets will be met by developing production systems based on cost efficiency, high productivity, quality assurance, etc.

Expansion Plan

Out of 15,552 spindles Expansion plan the Company has started commercial production with 5,040 spindles and is hoping to complete entire Expansion Project by this year end at an estimated cost of Rs. 35 Crores. This will bring about further economy in production cost as well as substantial tax savings in future.

Deposits

There were no overdue deposits as on 31 st March 2013

Dividend

Your Directors have recommended payment of dividend on 8% cumulative Redeemable preference shares as per the terms and conditions of the issue. The dividend will absorb a sum of Rs. 93,23,792/- ( Which includes dividend of Rs. 31,39,792/- for the previous year) Your Directors are pleased to recommend a dividend of 10% on die Equity Share Capital of the Company for the Financial year ended 31st March, 2013. The dividend will absorb a sum of Rs. 23,52 000/-.

The Corporate dividend tax levied will be Rs. 19,84,301/-.

Transfer to Reserves

Your Company propose to transfer Rs. 0.50/- Lakhs to General Reserve account of the company for the year.

Directors

Sri. Amit Goela, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Board of Directors recommends his re-appointment. Sri. Pujit Agarwal, was co-opted as an Additional Director on the Board wifh effect from 5di July, 2013. It is proposed to regularize his appointment in the ensuing Annual General Meeting. During the year, Board has re-appointed Sri. Mayank Agarwal, as Whole-Time Director of the company for a further period of 3 years with effect from 1 st August,2012.

Board of Directors recommends his re- appointment in the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirms diat:

1. In the preparation of annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2013 and of the profit for die year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding die assets.;of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended on 31st March, 2013 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check-up camp, providing cold drinking water during summer season for travellers near to the factory premises.

Auditors

M/s S. Venkatadri & Co., Chartered Accountants, Hyderabad have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification

No Qualification was made by the Auditor in their report on the accounts for the period ended 31st March 2013!

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have Re-appointed M/s. GR. Paliwal & Co., Nagpur, as the Cost Auditor for the financial year 2013-14, subject to the approval oE Central Government. The Cost Audit report for the financial year 2012- 13, shall be submitted to the Central Government within the stipulated time.

Corporate Governance

Management Discussion Analysis Report and Corporate Governance report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgment

The Board of Directors'' pleased to place on record their appreciation of the co-operation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company''s shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place oh record its appreciation of the valuable services rendered by all the employees of the company.



For and on behalf of the Board of Directors

For Suryaamba Spinning Mills Ltd.



Virender Kumar Agarwal

(Managing Director)



Seema Rani Agarwal

(Jt. Managing Director)



Place: Nagpur

Date: 06.08.2013


Mar 31, 2012

The Directors are presenting their 5th Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2012.

Financial Results (Rs. In Lakhs)

SI. No. Particulars 2011-12 2010-11

1 Sales and other Income 10223.50 12037.49

2 Profit Before interest and Depreciation (44.45) 1142.82

3 Interest and Finance Charges 550.24 261.95

4 Depreciation 296.14 203.08

5 Profit after Interest and Depreciation (890.83) 677.79

Provision for Taxation:

6 (a) Current Tax - 187.00

7 (b) Deferred Tax (285.13) 30.91

8 Balance of Profit (or Loss) (605.70) 459.88

Appropriations

9 Transfer to General Reserve - 0.50

10 Dividend on Equity Share - 22.28

11 Dividend on Preference Share - 1.51

12 Dividend Tax - 3.95

13 Preference Share Redemption Reserve - 3.76

14 Surplus carried over to Balance Sheet (2.56) 603.14

Operations:

During the year, your company has achieved a Total turnover of Rs. 10,223.50 Lakhs (Rs. 12,037.49 Lakhs in the previous year) registering a decline of 15.06% over the previous year. The Company has recorded a Loss of Rs. 890.83 Lakhs as against the profit of Rs. 677.79 Lakhs in the previous year. During the year textile industry suffered a major setback due to fall in price margins and increase in the cost of raw material and hence the Company could not performed well.

Exports

The export turnover (through merchant export) of your Company during the year was Rs. 447.60 Lakhs. Your Company has been exporting yarn to various countries like Brazil, USA, Argentina, Portugal and continue to explore new markets to improve performance. This trend of increase in exports expected to continue in the coming years.

Future Outlook

The fall in price margins coupled with increase in interest cost and depreciation has resulted in loss to Company. It is largely because of the recessionary trend in the Europe and textile companies were under pricing pressure throughout the year. It is expected that the government will take adequate steps to provide relief to the textile industry.

Extension of moratorium period for new loans , conversion of eroded working capital in to short term loan etc are under active consideration of the government and a relief package is likely to be declared by the government very soon. The home textiles and garment segments are reflecting some improvements and as such there is substantial scope for further growth in these segments. Your company believes that demand in emerging markets will be met by developing production system based on cost efficiency, high productivity, quality assurance and developing export market.

Expansion Plan

The Company has started implementation of expansion plan by addition of 12,096 Spindles at an estimated cost of Rs. 35 Crores to bring about further economy in production cost as well as substantial tax savings in future. After starting commercial production with 3024 spindles in 2010-11, balance expansion was deferred due to poor market off take in 2011- 12. However, looking at the current promising scenario, Company is hoping to complete installation of 12096 spindles by the end of September this year.

Deposits

There were no overdue deposits as on 31st March 2012.

Dividend:

The Company's Financial performance is affected badly due to the prevailing market conditions and resulted in losses. Therefore keeping in view the current year's losses and the trends in the market it is thought to be prudent to skip the dividend on equity shares. Dividend on cumulative redeemable preference shares has also not been provided for the year. However as per the terms and conditions, Rs. 31.40 lakhs towards payment of same has been shown in contingent liabilities and shall be paid in future out of profits.

Capital Expenditure

During the year under review, your company has incurred Rs. 310.75 Lakhs (Previous Year Rs.2582.83 Lakhs) towards capital expenditure (including capital work-in-progress).

Directors

Sri. Pundlik Sampatrao Thakare retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Board of Directors recommends his re-appointment.

Sri Amit Goela was co-opted as an Additional Director on the Board with effect from 18th July, 2011. It is proposed to regularize his appointment in the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirms that:

1. In the preparation of annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2012 and of the loss for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended on 31st March 2012 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check-up camp, providing cold drinking water during summer season for travelers near to the factory and Corporate Office premises.

Auditors

M/s S. Venkatadri & Co., Chartered Accountants, Hyderabad have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification:

No Qualification was made by the Auditor in their report on the accounts for the period ended 31st March 2012.

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have Re- appointed M/s. G.R. Paliwal & Co., Nagpur, as the Cost Auditor for the financial year 2012-13, subject to the approval of Central Government.

Corporate Governance:

Management Discussion Analysis Report and

Corporate Governance report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgment

The Board of Directors pleased to place on record their appreciation of the cooperation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company's shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors

For Suryaamba Spinning Mills Ltd

Virender Kumar AgarwaL

Managing Director

Seema Rani AgarwaL

Jt. Managing Director

Place: Nagpur

Date: 06-07-2012


Mar 31, 2010

The Directors have pleasure in presenting their 3rd Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2010.

FINANCIAL RESULTS

(Rs.In Lakhs)

Sl. No. Particulars 2009-10 2008-09

1 Sales and other Income 8557.62 8649.62

2 Profit Before interest and Depreciation 486.77 454.85

3 Interest and Finance Charges 208.31 182.69

4 Depreciation 182.51 180.31

5 Profit after Interest and Depreciation 95.95 91.84

Provision for Taxation:

6 (a) Current Tax 58.00 56.50

7 (b) Deferred Tax 10.55 23.15

8 Balance of Profit (or Loss) 27.41 12.20

Appropriations

9 Transfer to General Reserve 0.50 0.25

10 Dividend on Equity Share 16.71 22.28

11 Dividend on Preference Share 1.76 2.40

12 Dividend Tax 3.06 4.19

13 Preference Share Redemption Reserve 10.00 15.00

14 Surplus carried over to Balance Sheet 175.26 179.88

Operations:

During the year, your company has achieved a Total turnover of Rs. 8557.62 Lakhs (previous year is Rs.8649.62 Lakhs). The Company has earned a Profit Before Tax of Rs. 95.95 Lakhs as against Rs. 91.84 Lakhs for the previous year. During the year textile industry was recovered from the last year recession and comparatively performed well.

Exports

The export turnover (through merchant export) of your Company during the year was Nil as against Rs. 395.12 Lakhs for the previous year. During the year, the Company did not export its finished product, as the Company was able to do good sales realization in the domestic market itself.

Future Outlook

The economy is on the path of recovery and the Company expects good demand for its products in domestic as well as international markets. the USA and EU and they are showing sign of recovery. The domestic market is also on the path of healthy growth because of the fact that few manufacturing facilities operating abroad are slowing down due to recession. The home-textiles and garment segments are reflecting sound growth both in the domestic and international markets due to good demand of apparels. There is a substantial scope for further growth in these segments. Your Company believes that the competition in the emerging markets will be met by developing production systems based on cost efficiency, high productivity, quality assurance, etc.

Expansion Plan

The Company is implementing expansion plan by addition of 12,096 Spindles adjacent to the existing plant premises at an estimated cost of Rs. 34 Crores. This will bring about further economy in production cost as well as substantial tax savings in future.

The Company has already applied for financial assistance to the lending institutions and the same is in the process of getting necessary sanctions and clearances from the respective authorities.

Deposits

There were no overdue deposits as on 31st March 2010.

Dividend:

Your Directors have recommended payment of dividend on Cumulative Redeemable Preference Shares as per the terms and conditions of the issue. The dividend will absorb a sum of Rs.1,75,956/-. The Corporate dividend tax will be Rs.29,224/-.

Your Directors are also pleased to recommend a dividend of 7.50 % on the Equity Share capital of the Company for the Financial Year ended 31st March 2010. The dividend will absorb a sum of Rs. 16,71,000/-. The Corporate dividend tax will be Rs.2,77,532/-.

Transfer to Reserves:

Your Company proposes to transfer Rs.0.50 akhs (Previous Year Rs.0.25 Lakhs) to General Reserve Account and Rs. 10.00 Lakhs (Previous Year Rs.15.00 Lakhs) to Preference Share Redemption Reserve Account of the Company for the year.

Capital Expenditure

During the year under review, your company has incurred Rs. 260.17 Lakhs (Previous Year Rs.86.97 Lakhs) towards capital expenditure (including capital work - in- progress).

Directors

The Directors Sri Sanjiv A. Agrawal and Sri Ravinder Kumar Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Board of Directors recommends their reappointment.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Dkectors Responsibility Statement, the Board of Directors of your Company confirms that:

i) in the preparation of annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed and there has been no m a t e r i a 1 departure.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2010 and of the profit for the year under review.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check- up camp, providing cold drinking water during summer season for travelers near to the factory premises.

Auditors

The Board, on the recommendation of the Audit Committee, has proposed that M/s Brahmayya & Co. Chartered Accountants, Hyderabad be appointed as Statutory Auditors of the Company to hold office from the conclusion of the ensuing 3rd Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. M/s Brahmayya & Co. Chartered Accountants, Hyderabad has forwarded their certificate to the Company, stating that their appointment, if made, will be within the limit specified in that behalf in Sub - section .IB) of Section 224 of the Companies Act 1956

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification:

No Qualification was made by the Auditor in their report on the accounts for the period ended 31" March 2010.

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed M/s. G.R. Paliwal & Co., Nagpur, as the Cost Auditor for the financial year 2010-11, subject to the approval of Central Government.

Corporate Governance:

Corporate Governance Report, Management Discussion Analysis Report and Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Compliance Certificate

The Compliance Certificate for the period 1st April, 2009 to 31-March, 2010, has been obtained from M/s. R & A Associates, Company Secretaries, Hyderabad, as per Section 383A of the Companies Act, 1956, and the same is attached herewith.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgment

The Board of Directors pleased to place on

record their appreciation of the cooperation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies.

The Board would like to thank the Companys shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors For Suryaamba spinning Mills Ltd.

Virender Kumar Agarwal Seema Rani Agarwal Managing Director Jt. Managing Director

Place : Nagpur Date : 02-08-2010

 
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