Mar 31, 2018
The Directors have pleasure in presenting the 35th Annual Report together with the Companyâs Audited Financial Statements for the financial year ended 31st March, 2018.
Financial Results
The Company has prepared financial results in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.
The financial performance of the Company during the year ended 31st March, 2018 has been summarized below:
(Rs. in Lakhs)
Particulars |
Current Year 2017 - 18 |
Previous Year 2016 - 17 |
Total Income |
33,412 |
35,122 |
Profit before Interest, Depreciation and Tax |
2,715 |
2,971 |
Interest |
710 |
792 |
Depreciation |
765 |
809 |
Profit Before Tax |
1,240 |
1,370 |
Less : Provision for tax |
400 |
425 |
Deferred Tax Liability |
51 |
62 |
Profit After Tax |
789 |
883 |
Add : Profit brought forward from last year |
922 |
1,051 |
Add : Adjustment due to adoption of Ind AS |
2 |
18 |
Amount available for appropriation |
1,713 |
1,952 |
Appropriations: |
||
Transfer to |
||
(a) General Reserve |
800 |
1,000 |
(b) Dividend on Equity Shares |
19 |
25 |
(c) Dividend distribution tax |
4 |
5 |
Balance Carried forward to Balance Sheet |
890 |
922 |
Details of Operations
The year and review was marked by various structural reforms, the turbulence of sudden note ban coupled with induction of GST with effect from 1st July, 2017. Also continued Global weakness, fluctuations in currency exchange and stress on realizations are notable factors having effect on the operations. Despite all above, with foresighted de-risking strategies and by maintaining the sale volumes, the Company delivered a solid performance in the FY 2017-18. Operations were broadly effected with the following:
Average input (raw material) cost maintained at Rs. 90.49 (exclusive of GST) as against Rs. 93.31 (inclusive of Excise Duty and Sales Tax) in the previous year. Raw materials -fiber taxable @ 18% and finished product yarn is taxable @ 12% under GST Act, results to inverse duty structure.
Average yarn realization maintained at Rs. 139.70 as against Rs. 139.30 in the previous year.
Contributions for operations increased to Rs. 47.20 per kg. from Rs. 44.69 in the previous year. Operational cost increased to Rs. 41.23 as against Rs. 39.84 in the previous year.
Highlights of the Companyâs Affairs
The highlights of the Companyâs performance are as under:
- Income from operations for the FY 2017-18 is Rs. 33,412 Lakhs as compared to Rs. 35,122 Lakhs in the previous year.
- Exports are Rs. 3,984 Lakhs compared to Rs. 4,025 Lakhs in the previous year.
- Production quantities is 23,401 MTs as against 24,889 MTs in the previous year as the plant produced finer counts.
- Profit Before Tax for the FY 2017-18 is Rs. 1,240 Lakhs as compared to Rs. 1,370 Lakhs in the previous year.
- Profit after Tax is Rs. 789 Lakhs as against Rs. 883 Lakhs in the previous year.
Capital expenditure
During the year under review, your company has incurred Rs. 459.96 Lakhs towards the capital expenditure. The Company also spent Rs. 715.15 Lakhs towards modernization cum expansion project undertaken at Kalwakurthy unit.
Transfer to Reserves
The Company has proposed to transfer Rs. 800 Lakhs to the general reserve for the financial year ended 31st March, 2018.
Dividends
Your Directors have recommended the payment of Dividend on the Cumulative Redeemable Preference Shares as per the terms and conditions ofthe Issue for the Financial Year 2017-18. The said Dividend will absorb a sum of Rs. 41,30,000/-. The corporate dividend tax will be Rs. 8,40,771/-.
Also your Directors have recommended the payment of Dividend on Equity Shares at 15% (i.e.) Rs. 1.50 per share of Rs. 10/- each to Non-promoter equity shareholders of the Company for theyear 2017-18. The dividendwill absorb a sum of Rs. 18,97,035/- and the dividend tax will be Rs. 3,86,192/-.
Deposits
During the year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.
Disclosures under the Companies Act, 2013.
Extract of Annual Return
The Extract of Annual Return prepared in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed to the Report as Annexure I
Number of Meetings of the Board of Directors
Four (4) Board Meetings & Audit Committee Meetings were held during the Financial Year 2017-18 on the below mentioned:
1. 19th May, 2017
2. 4th September, 2017
3. 9th December, 2017
4. 10th February, 2018
The Meetings of the following Committeeâs held on the respective dates as mentioned below:
1. Nomination and Remuneration Committee (NRC) Meeting â 4th September, 2017.
2. Corporate Social Responsibility (CSR) Committee Meeting â 19th May, 2017.
3. Stakeholders Relationship Committee (SRC) Meeting - 10th February, 2018.
For details pertaining to attendance of Directors for the said Meetings, please refer to the Corporate Governance Report, which forms part of this report.
Changes in Share Capital
There was no change in the share capital of the Company during the financial year under review.
Directors Responsibility Statement
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:
(a) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2018, the applicable accounting standards have been followed;
(b) that 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 as at 31st March, 2018, and Statement of Profit and Loss of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared the annual accounts for the Financial year ended 31st March, 2018, on a going concern basis;
(e) that the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013.
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.
Related Party Transactions
All the related party transactions are entered on armâs length basis and are in compliance with the applicable provisions and listing regulations.
There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large. Thus, disclosure pertaining to Related Party transactions in Form AOC-2 is not required.
The disclosure with respect to transactions with Related Parties in compliance with the applicable Accounting Standards is disclosed in notes forming part of financial statements annexed to this Report.
The Company has adopted a related party transactions policy and the policy as approved by the board is uploaded on the Companyâs website www.suryalata.com
Particulars of Loans, Guarantees and Investments :
During the year under review, the Company has not granted any loans, neither provided guarantees nor made any investments covered in the register maintained under Section 186 of the Companies Act, 2013.
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 is enclosed as Annexure â II
Further during the year under review, the list of top ten employees in terms of remuneration drawn as set out in Rule 5(2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - ///.
Details of Directors and Key Managerial Personnelâs appointed or resigned during the year:
There was no change in Directors of the Company during the Financial year under review.
In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Sri Mahender Kumar Agarwal, Joint Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Committees of the Board:
Currently the Board has four Committees:
1. The Audit Committee
2. The Nomination and Remuneration Committee
3. The Corporate Social Responsibility Committee
4. The Stakeholders Relationship Committee
Audit Committee
The Audit Committee consists of Sri R Surender Reddy, Chairman, Sri R S Agarwal, Member and Sri K R Suresh Reddy, Member. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee.
The Nomination and Remuneration Committee consists of Sri K R Suresh Reddy, Chairman, Sri K. Lakshmikanth Reddy, Member and Sri R S Agarwal, Member.
Policy on Key Managerial Personnelâs appointment remuneration and other details:
The Company follows a policy on remuneration of directors and other senior managerial personnelâs. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same is given in the Corporate Governance Report.
Corporate Social Responsibility Committee.
The Corporate Social Responsibility consists of Sri R Surender Reddy, Chairman, Sri Vithaldas Agarwal, Member and Sri Mahender Kumar Agarwal, Member.
This policy encompasses the Companyâs philosophy for giving back to society as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare & sustainable development of the community at large, is titled as the Suryalata Spinning Mills Limited Corporate Social Responsibility Policy.
The core theme of the Companyâs CSR policy is giving back to the society from which it draws its resources by extending helping hand to the needy and the under privileged.
Corporate Social Responsibility is the commitment of business to contribute for sustainable economic development. It is the contribution of the corporate sector for philanthropic causes like education, health, water, sanitation, animal welfare, environment and community development. In alignment with vision of the company, through its CSR initiatives, will continue to enhance value creation in the society, through its services, conduct & initiatives, so as to promote sustained growth of the society, in fulfillment of its role as a Socially Responsible Corporate, with environmental concern.
The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure IV.
Stakeholders Relationship Committee.
Stakeholders Relationship Committee consists of Sri K R Suresh Reddy, Chairman, Sri Vithaldas Agarwal, Member and Sri Mahender Kumar Agarwal, Member.
The Scope of the committee shall include considering and resolving the grievances of the security holders of the company which may arise due to any of the reasons cited in the Stakeholders Relationship Committee of the company.
Auditor :
Statutory Auditors :
At the Annual General Meeting (AGM) held on September 4, 2017, M/s. K.S.Rao & Co., Chartered Accountants (ICAI Firm Registration Number 003109S), were appointed as Statutory Auditors of the Company to hold office for a period of five years and there appointment will be subject to the ratification of members at every Annual General Meeting. However, pursuant to the Companies (Amendment) Act, 2018, the ratification of the auditors at every annual general meeting of the company has been dispensed with.
Auditorâs Report
The Auditorâs Report to the Shareholders for the year under review does not contain any qualification or adverse remark.
Secretarial Auditor
The Board has appointed M/s. VCAN & Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2018 in compliance with the provisions of Section 204 of the Companies Act, 2013.
The Report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure V to the Report.
Cost Auditor :
The Board of Directors have appointed M/s. Aruna Prasad & Co., Cost Auditors, Chennai for conducting the cost audit of the Company for the financial year 2017-18, 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 her remuneration for the ratification of Members at the ensuing Annual General Meeting.
Vigil Mechanism/Whistle Blower Policy:
The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
The Policy on vigil mechanism/whistle blower policy may be accessed on the Companyâs website www.suryala.ta.com
Details of adequacy of internal financial controls.
The company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
Corporate Governance.
A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule V of SEBI (LODR) Regulations 2015 forms part of this Report.
Change in the Nature of Business.
There has been no change in the nature of business of the Company during the financial year under review.
The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the year under review
Material changes and Commitments, if any, affecting 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, 2018 to the date of signing of the Boardâs Report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo.
The information with respect to Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, are provided in the Annexure VI to this Report.
Risk Management Policy.
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. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
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 Senior Management Personnel.
The said policy is available on the website of the Company www.suryalata.com
Mechanism for Board Evaluation.
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
The Directors evaluation was broadly based on the parameters such as understanding of the Companyâs 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 carried 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 covering various aspects of the Boardâs 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 performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking in to account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Disclosure pertaining to sexual harassment of women at work place.
During the Financial year ended 31st March, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.
Acknowledgments.
The Board of Directors places on record its gratitude to IDBI Bank Limited, State Bank of India, IndusInd Bank Limited, Insurance Companies and Government Authorities for their assistance and co-operation. The Board also acknowledges the support of the shareholders of the Company. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.
For and on behalf of the Board
For Suryalata Spinning Mills Limited
Vithaldas Agarwal Mahender Kumar Agarwal
Managing Director Joint Managing Director
DIN: 00012774 DIN: 00012807
Place: Secunderabad
Date : 19th May, 2018
Mar 31, 2016
Directors'' Report
To
The Members,
The Directors have pleasure in presenting the 33rd Annual Report together with the Company''s Audited Financial Statements for the financial year ended 31st March, 2016.
Financial Results
The financial performance of the Company during the year ended 31st March, 2016 has been summarized below:
(Rs. in Lakhs)
Particulars |
Current Year 2015-16 |
Previous Year 2014-15 |
Gross Sales/Turnover |
35,396 |
37,694 |
Net Sales/Turnover |
35,369 |
36,541 |
Profit before Interest, Depreciation and Tax |
3181 |
3,856 |
Interest |
915 |
1,070 |
Depreciation |
811 |
868 |
Profit Before Tax |
1456 |
1,917 |
Less: Provision for tax |
400 |
482 |
Deferred Tax Liability |
95 |
170 |
Profit After Tax |
961 |
1,265 |
Add: Profit brought forward from last year |
1033 |
925 |
Amount available for appropriation |
1994 |
2,190 |
Appropriations: |
||
Transfer to |
||
(a) General Reserve |
500 |
1,000 |
(b) Preference Shares Redemption Reserve |
385 |
0 |
(c) Dividend on Equity Shares |
25 |
77 |
(d) Dividend on Preference Shares |
23 |
54 |
(e) Dividend distribution tax |
10 |
26 |
Balance Carried forward to Balance Sheet |
1051 |
1,033 |
Note: The above figures are extracted from the Financial Statements as per Indian Generally Accepted Accounting Principles (GAAP).
Operations
The year 2015-16 was marked by a prolonged global weakness, realization continued to decline, off take continued to remain sluggish, terms of trade weakened, consumer preferences became increasingly demanding even then the Company is proud to have ending performance in the Financial Year 2015-16. Operations were broadly effected with the following.
- Average input (raw material) cost dropped to Rs. 87.70 per kg from Rs. 99.21 per kg in the previous year.
- Average yarn realization dropped to Rs. 136.43 per kg from Rs. 152.55 per kg in the previous year.
- Contributions for operations fallen to Rs. 46.51 per kg from Rs. 51.78 per kg in the previous year.
Highlights of the Company''s Affairs
The highlights of the Company''s performance are as under:
- Revenue from operations for the FY 2015-16 is Rs. 35,396 Lakhs as compared to Rs. 37,694 lakhs in the previous year.
- Exports are Rs. 3055 lakhs compared to Rs. 10,567 Lakhs in the previous year.
- Production quantities increased to 25,795 MTS as against 24,151 MTS in previous year.
- Profit Before Tax for the FY 2015-16 is Rs.1456 as compared against Rs. 1917 Lakhs in previous year.
- Profit After Tax is Rs. 961 Lakhs as against Rs. 1265 Lakhs in previous year.
- Cash Profits of Rs 2266 Lakhs as against Rs 2785 lakhs in previous year.
Capital expenditure
During the year under review, your company has incurred Rs. 304 Lakhs towards the capital expenditure. The company also spent Rs. 514 lakhs towards Civil structures of Expansion project undertaken at Kalwakurthy Unit.
Future outlook
A note on the future outlook of your Company is presented under Management Discussion and Analysis, which forms part of this Report.
Transfer to Reserves
The Company has proposed to transfer Rs. 500 lakhs to the general reserve for the financial year ended 31st March, 2016.
Dividends
Your Directors have recommended the payment of Dividend on the Cumulative Redeemable Preference Shares as per the terms and conditions of the Issue for the Financial Year 2015-16. The said Dividend will absorb a sum of H22,53,388/. The corporate dividend tax will be H4,58,737-
Also your Directors have recommended the payment of Dividend on the Equity Shares at 20% (i.e.) Rs. 2 per share of Rs. 10/- each to Non-promoter equity shareholders of the Company for the year 2015-16. The dividend will absorb a sum of Rs 25,29,380/- and the dividend tax will be Rs 5,14,922/-.
Deposits
During the year under review the Company has not accepted any deposits during the Financial Year 2015-16 in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.
Subsidiaries
YP Solar Power Private Limited had been incorporated as a Wholly Owned Subsidiary of the Company to establish solar power plant for captive consumption purpose. However the same ceased to be a subsidiary w.e.f. 18th March, 2016 as it could not turn up for the purpose during the year.
There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.
Disclosures under the Companies Act, 2013 Extract of Annual Return
The Extract of Annual Return prepared in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure I to this Report.
Number of Meetings of the Board of Directors
Four (04) Board Meetings & Audit Committee Meetings were held during the Financial Year 2015-16 as below:
1. 25th May, 2015
2. 12th August, 2015
3. 7th November, 2015
4. 4th February, 2016
The Meetings of the following Committee''s held on the respective dates as mentioned below:
1. CSR Committee Meeting - 25th May, 2015
2. Independent Directors Meeting - 4th February, 2016
3. Stake holders relationship Committee Meeting - 07th November, 2015
For details pertaining to attendance of Directors for the said Meetings, please refer to the corporate governance report, which forms part of this report.
Changes in share capital
During the year under review, your company has made an issue and allotment of 3,85,000 Cumulative Redeemable Preference shares of face value of Rs. 100/- each on preferential basis at par to the promoters & promoters group of the Company.
Consequently the paid up preference share capital of the company has increased from Rs. 1,50,00,000/- to Rs. 5,35,00,000/-.
Directors Responsibility Statement
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:
(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed;
(b) that 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 as at 31st March, 2016, and Statement of Profit and Loss of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2016, on a going concern basis;
(e) that the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013.
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.
Related Party Transactions
All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions and listing regulations.
There are no materially significant related party transactions made by the Company with promoters, Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large. Thus disclosure pertaining to Related Party transactions in Form AOC-2 is not required.
The disclosure with respect to transactions with Related parties in compliance with Accounting standard 18 is disclosed in notes forming part of financial statements annexed to this report.
The Company has adopted a related party transactions policy and the policy as approved by the board is uploaded on the Company''s website www.suryalata.com
Particulars of Loans, Guarantees and Investments :
During the year under review, the Company has granted unsecured loan to a Company covered in the register maintained under section 186 of the Companies Act, 2013.
However the Company has not given any guarantee or provided any securities to any person or body corporate.
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) Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014.
Details of Directors and Key Managerial Personnel''s appointed or resigned during the year:
Pursuant to the provisions of section 196, 197, 198 and 203 read with schedule V of the Companies Act, 2013, Smt. Madhavi Agarwal (DIN 06866592) was appointed as Executive Director of the Company with the designation Whole-Time Director in the last Annual General Meeting of the Company held on 21st September, 2015 for a period of Five (5) years.
Pursuant to the provisions of section 196, 197, 198 and 203 read with schedule V of the Companies Act, 2013, Sri Mahender Kumar Agarwal (DIN 00012807) was reappointed as Joint Managing Director of the Company in the last Annual General Meeting of the Company held on 21st September, 2015 for a period of Five (5) years.
Pursuant to the provisions of section 203 of the Act, the key managerial personnel (who are not Directors) of the Company are - Sri. Nageswara Rao Kommineni, Chief Financial Officer, Smt. Prameela Rani Meka, Company Secretary. There has been no change in the key managerial personnel during the year.
However, subsequent to closure of Financial year 201516 Smt. Prameela Rani Meka, Company Secretary of the Company has submitted her resignation w.e.f. 31st May, 2016. The Company has appointed Sri. Deepesh Kumar Pipalwa, as Whole-time Company Secretary of the company w.e.f. 1st June, 2016.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Sri K K Sinha, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Committees of the Board:
Currently the Board has four Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee
Audit Committee
The Audit Committee consists of Sri R Surender Reddy, Chairman, Sri R S Agarwal, Member and Sri K R Suresh Reddy, Member. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee.
The Nomination and Remuneration Committee consists of Sri K R Suresh Reddy, Chairman, Sri K. Lakshmi Kanth Reddy, Member and Sri R. S. Agarwal, Member.
Policy on directors'' appointment and remuneration and other details:
The Company follows a policy on remuneration of directors and other senior managerial personnel''s. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same is given in the Corporate Governance Report.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee consists of Sri R Surender Reddy, Chairman, Sri Vithaldas Agarwal Member and Sri Mahender Kumar Agarwal , Member.
This policy encompasses the Company''s philosophy for giving back to society as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for the welfare & sustainable development of the community at large, is titled as the Suryalata Spinning Mills Limited Corporate Social Responsibility Policy.
The core theme of the Company''s CSR policy is giving back to the society from which it draws its resources by extending helping hand to the needy and the underprivileged.
Corporate Social Responsibility is the commitment of business to contribute for sustainable economic development. It is the contribution of the corporate sector for philanthropic causes like education, health, water, environment and community welfare. In alignment with vision of the company, through its CSR initiatives, will continue to enhance value creation in the society, through its services, conduct & initiatives, so as to promote sustained growth of the society, in fulfillment of its role as a Socially Responsible Corporate, with environmental concern.
The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed as Annexure III to this Report.
Stakeholders Relationship Committee:
Stakeholders relationship committee consists of Sri K. R Suresh Reddy, Chairman, Sri Vithaldas Agarwal, Member and
Sri Mahender Kumar Agarwal, Member.
The Scope of the Committee shall include considering and resolving the grievances of the security holders of the company which may arise due to any of the reasons cited in the Stakeholders Relationship Committee of the company.
Auditors Statutory Auditors:
The Auditors, M/s. Brahmayya & Co., Chartered Accountants, (ICAI Firm Registration No 000513S) Hyderabad, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment pursuant to section 139 of the Companies'' Act, 2013.
Auditor''s Report
The Auditor''s Report to the Shareholders for the year under review does not contain any qualification or adverse remark.
Secretarial Auditor
The Board has appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2016 in compliance with the provisions of Section 204 of the Companies Act , 2013.
The Secretarial Audit Report issued by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure IV to this Report.
Cost Auditor :
The Board of Directors have appointed M/s. Aruna Prasad & Co., Cost Auditors, Chennai for conducting the cost audit of the Company for the financial year 2016-17, 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 her remuneration for the ratification of Members at the ensuing annual general meeting.
Vigil Mechanism/Whistle Blower Policy :
The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
The Policy on vigil mechanism/whistle blower policy may be accessed on the Company''s website www.suryalata.com
Details of adequacy of internal financial controls
The company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
Corporate Governance
A detailed Report on Corporate Governance is enclosed as 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 Schedule V of SEBI (LODR) Regulations 2015 forms part of this Report.
Change in the Nature of Business
There has been no change in the nature of business of the Company during the financial year under review.
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
No significant or 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.
Material changes and Commitments, if any, affecting 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, 2016 to the date of signing of the Director''s Report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo.
The information with respect to Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, are provided in the Annexure VI to this Report.
Risk Management Policy
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. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
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 www.suryalata.com
Mechanism for Board Evaluation
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
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 carried 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 covering 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 performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking in to account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Disclosure pertaining to sexual harassment of women at workplace
During the Financial year ended 31st March, 2016 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.
Acknowledgments
The Board of Directors places on record its gratitude to IDBI Bank Limited, State Bank of India, Insurance Companies and Government Authorities for their assistance and cooperation. The Board also acknowledges the support of the shareholders of the Company. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.
For and on behalf of the Board
For Suryalata Spinning Mills Limited
R. Surender Reddy
Place: Secunderabad Chairman
Date: 08th August, 2016 DIN 00083972
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 31st Annual Report
together with the Audited Annual Accounts of the Company for the
financial year ended 31st March, 2014.
Financial Results
The Financial performance of the Company during the year ended 31st
March, 2014 has been briefed below:
(Rs. in Lakhs)
Particulars Current Year Previous Year
2013 - 14 2012 - 13
Gross Sales/Turnover 36,418 28,372
Net Sales/Turnover 35,011 26,947
Profit before Interest,
Depreciation and Tax 3,357 3,245
Exceptional Item Nil 439
Interest 1,118 872
Depreciation 894 747
Profit Before Tax 1,345 1,187
Less:Provision for tax 285 250
Deferred Tax Liability 175 147
Excess Provisions of IT of earlier
years Nil (18)
Profit After Tax 885 808
Add: Profit brought forward from
last year 668 488
Amount available for appropriation 1,553 1,296
Appropriations:
Transfer to
(a) General Reserve 500 500
(b) Preference Shares Redemption Reserve 0 0
(c) Dividend on Equity Shares 55 55
(d) Dividend on Preference Shares 55 55
(e) Dividend distribution tax 18 18
Balance Carried forward to Balance
Sheet 925 668
Operations
Despite operating in a volatile and uncertain environment, the Company
enabled to increase Turnover and to maintain the profits in the
Financial Year 2013-14.The highlights of the Company''s performance are
as under :
- Revenue from operations increased by 28.35 % to Rs. 36,418 lakhs,
compared to 28732 lakhs in the previous year.
- Exports increased by 24.31 % to 12209 lakhs compared to 9821 Lakhs in
the previous year
- Production quantities increased to 21708 MTs as against 16577 MTs in
previous year.
- Cash Profits are Rs. 2238 Lakhs as against Rs. 1934 lakhs in previous
year.
- Profit Before Tax is Rs. 1345 Lakhs as against Rs. 1187 Lakhs in previous
year.
- Profit After Tax is Rs. 885 Lakhs as against Rs. 808 Lakhs in previous
year.
Capital expenditure
During the year under review, your company has incurred Rs. 285.95 Lakhs
towards the capital expenditure.
Credit Rating
CRISIL ratings assigned investment grade BBB-/ stable, upgraded from
BB stable which supports and reflects the Company''s financial
discipline and prudence.
Future outlook
A note on the future outlook of your Company is presented under
Management Discussion and Analysis, which forms part of this Report.
Dividends
Your Directors have recommended the payment of Dividend on the
Cumulative Redeemable Preference Shares as per the terms and conditions
of the Issue for the Financial Year 2013-14. The said Dividend will
absorb a sum of Rs. 54,75,141/-. The corporate dividend tax will be Rs.
9,30,500/-.
Also your Directors have recommended the payment of Dividend on the
Equity Shares at 15 % (i.e.) Rs. 1.50 per share of Rs. 10/- each for the
year 2013-14. The dividend will absorb a sum of Rs. 55,00,500/- and the
dividend tax will be Rs. 9,34,810/- Deposits
During the year under review, the Company has made the repayment /
pre-mature repayment of unsecured deposits after complying with the
applicable rules. There were no overdue deposits as on 31st March 2014.
The Company has outstanding deposits of Rs. 1.50 Crores as on 31st March,
2014. Pursuant to provisions of Section 74 of the Companies Act, 2013
shall be repaid on or before 31st March, 2015.
Directors
In accordance with the provisions of the Companies Act, 2013 and in
terms of Articles of Association of the Company, Sri K K Sinha, & Sri K
Lakshmikanth Reddy Directors of the Company are liable to retire by
rotation at the ensuing Annual General meeting and being eligible,
offered themselves for re-appointment. Board of Directors recommends
the above re-appointments.
Further the Board of Directors proposes to appoint all the existing
Independent Director i.e. Sri R Surender Reddy, Sri R S Agarwal, Sri K
Lakshmikanth Reddy and Sri K R Suresh Reddy and 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 under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, the
Board of Directors of your Company hereby confirms:
i. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014 the applicable accounting standards have
been followed along with proper explanations relating to material
departures;
ii. That your 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 and of the
profit of the Company for the year under review;
iii. That your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and Companies Act, 2013 wherever
applicable, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. Your Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a going concern basis.
Corporate Social Responsibility:
As an evolved and concerned corporate citizen, Suryalata 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.
During the year Suryalata has taken up initiative to educate vedic
students studying in various vedic schools and the company has provided
donations to various charitable institutions such as Sri Kodhanda
Ramalayam, Sai Geetha Ashram, Palamor Valasa Kooli Sankshema Samithi
and Swamy Vivekananda Vigraham etc.
Auditors
M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, Statutory
Auditors of the Company, retires at the ensuing Annual General meeting
and are eligible for re-appointment.
Auditors Report
The Auditors Report to the shareholders does not contain any
qualification or adverse remark.
The Audit Committee of the company has reviewed the audited financial
statements for the year under review at its meeting held on 12th May,
2014 and recommended the same for the approval of directors.
Cost Auditors
Pursuant to the directives from the central government and the
provisions of central government and the provisions of section 233B of
the companies Act, 1956 Smt. Aruna Prasad, Cost Accountant, Chennai has
been appointed as Cost Auditors of the Company for the Financial Year
2013-14.
The Cost Auditor Report for the Financial Year 2013-14 shall be
submitted to the Central Government within the stipulated period.
Corporate Governance
A detailed Report on Corporate Governance, 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.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
The information as required under Section 217(1)(e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are provided in the annexure forming part of this Report.
Employees
Your Company has no employee whose remuneration exceeds the limits
prescribed under Section 217(2A) of the Companies Act, 1956. Hence,
the information required under the said section, read with the
Companies (Particulars of the Employees) Rules, 1975, has not been
given in the Report.
Human Resources
During the year, Industrial relations continued to be cordial
throughout the year. Your Company firmly believes that a dedicated
workforce constitute the primary source of sustainable competitive
advantage. Accordingly, human resource development continues to receive
focused attention. Your Directors wish to place on record their
appreciation of the dedicated and commendable services rendered by the
staff and workforce of the Company, without whose efforts, such an
impressive performance may not have been possible.
Acknowledgments
The Board of Directors places on record its gratitude to IDBI Bank
Limited, State Bank of India, Insurance Companies and Government
Authorities for their assistance and cooperation. The Board also
acknowledges the support of the shareholders of the Company. The Board
also places on record their deep sense of appreciation for the
committed services of all the employees of the Company.
For and on behalf of the Board
For Suryalata Spinning Mills Limited
R Surender Reddy
Chairman
DIN:00083972
Place : Secunderabad
Date : 12th May, 2014
Corporate Identification Number:
L18100TG1983PLC003962
Registered Office:
Surya Towers, 1st Floor, 105
Sardar Patel Road, Secunderabad - 500003
Tel: 040-27774200
Fax: 040-27846859
Email: [email protected]
Website : www.suryalata.com
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the 30th Annual Report
together with the Audited Annual Accounts for the financial year ended
31st March, 2013.
Financial Results
The financial performance of the Company for the year ended 31st March,
2013 is summarized below:
(Rs. in Lakhs)
Current
Year Previous
Year
PartlCUlarS 2012 - 13 2011 - 12
Gross Sales/Turnover 28,372 25,661
Net Sales/Turnover 26,947 25,256
Profit before Interest,
Depreciation and Tax 3,245 1,938
Exceptional item* 439
Interest '' 872 654
Depreciation 747 629
Profit Before Tax 1,187 655
Less : Provision for Tax
for the year (Net) 232 200
Deferred Tax Liability 147 32
Profit After Tax 808 423
Add: Profit brought forward
from last year 488 692
Amount available for appropriation 1,296 1,115
Appropriations: Transfer to
(a) General Reserve 500 500
(b) Dividend on Equity Shares 55 55
(c) Dividend on Preference Shares 55 55
(d) Dividend distribution tax 18 18
(e) Balance carried to Balance sheet 668 487
-k Exceptional item Rs. 439 Lakhs is fuel surcharge adjustment charges
for financial years 2010-11 and 2011-12.
Operations
The Net turnover of the Company for the Financial Year 2012-13 was Rs.
26,946.89 Lakhs compared to Rs. 25,256.40 Lakhs in the previous year.
The production during the year was 165.77 Lakh kgs. of yarn (169.31
Lakh kgs. in the previous year).
The Company has earned a Profit before Tax of Rs. 1,187.32 Lakhs in
comparison to Rs. 655.64 Lakhs in the previous year. The Company earned
a profit after tax of Rs. 808.66 Lakhs as against Rs. 423.01 Lakhs in the
previous year.
Capital Expenditure
During the year under review, the company has incurred Rs. 6000.33 Lakhs
towards the capital expenditure for increase of production capacity at
Urukondapet unit and commenced commercial production of expansion
project from 29th October 2012 The Company total capacity increased to
89,376 Spindles.
Exports
The export turnover of your Company during the current year was Rs.
9,821 Lakhs against the previous year export turnover of 12,347 Lakhs.
Your Company has been exporting yarn to various countries like Turkey,
Italy, Taiwan, Iran, Peru, Brazil, USA, Argentina and continues to
explore new markets to improve the performance. -.
Future Outlook
A note on the future outlook of your Company is presented under
Management Discussion and Analysis, which forms part of this Report.
Dividends
Your Directors have recommended the payment of Dividend on the
Cumulative Redeemable Preference Shares as per the terms and conditions
of the Issue for the Financial Year 2012-13. The said Dividend will
absorb a sum of Rs. 54,75,141/-. The corporate dividend tax will be X.
9,30,500/-. Your Directors have recommended the payment of Dividend on
the Equity Shares at 15% (i,e) Rs.1.507- per share of Rs. 10/- each for
the year 2012-2013. The dividend will absorb a sum of Rs. 55,00,500/-
and the dividend tax will be X. 9,34,810/-.
Deposits
During the year under review, the Company has made the repayment /
premature repayment of unsecured deposits after complying with the
applicable rules. There were no overdue deposits as on 31st March 2013.
Directors
In accordance with the provisions of the Companies Act, 1956 and in
terms of Articles of Association of the Company the following Directors
namely Sri R Surender Reddy and
Sri K R Suresh Reddy, retire by rotation at the ensuing Annual General
meeting and being eligible, offered themselves for re-appointment.
Board of Directors recommends the above re- appointments.
Directors Responsibility Statement
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, the
Board of Directors of your Company hereby confirms:
i) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2013 the applicable accounting standards have
been followed along with proper explanations relating to material
departures; if any.
ii) That your 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 and of the
profit of the Company for the year under review;
iii) That your 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;
iv) Your Directors has prepared the accounts for the financial year
ended 31s1 March, 2013 on a going concern basis.
Corporate Social Responsibility
As an evolved and concerned corporate citizen, Suryalata 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.
During the year Suryalata has provided donations to various charitable
institutions such as Akshaya Vidya Foundation, Sai Geetha Ashram and
Sri Balaji Seva Samithi etc.
Auditors
M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, Statutory
Auditors of the Company, retires at the ensuing Annual General meeting
and is eligible for re-appointment.
Auditors'' Report
The Auditors'' Report to the shareholders does not contain any
qulaification or adverse remark.
The Audit Committee of the Company has reviewed the audited financial
statements for the year under review at its meeting held on 22nd May,
2013 and recommended the same for the approval of direcrors. "*
Cost Auditors
Pursuant to the directives from the Central Government and the
provisions of Section 233B of the Companies Act 1956, Smt. Aruna
Prasad, Cost Accountant, Chennai has been appointed as Cost Auditors of
the Company for the financial year 2012-13.
The Cost Audit Report for the financial year 2012-13 shall be submitted
to the Central Government within the stipulated period.
Corporate Governance
A detailed Report on Corporate Governance, 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.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
The information as required under Section 217(1 )(e) read with
Companies (Disclosure of Particulars in the Report of Board of
Directors)
Rules, 1988, are provided in the annexure forming part of this Report.
Employees
Your Company has no employee whose remuneration exceeds the limits
prescribed under Section 217(2A) of the Companies Act, 1956. Hence, the
information required under the said section, read with the Companies
(Particulars of the Employees) Rules, 1975, has not been given in the
Report.
Human Resources
During the year, Industrial relations continued to be cordial
throughout the year. Your Company firmly believes that a dedicated
workforce constitute the primary source of sustainable competitive
advantage. Accordingly, human resource development continues to receive
focused attention. Your Directors wish to place on record their
appreciation of the dedicated and commendable services rendered by the
staff and workforce of the Company, without whose efforts, such an
impressive performance may not have been possible.
Acknowledgments
The Board of Directors places on record its gratitude to IDBI Bank
Limited, State Bank of India, Insurance Companies and Government
Authorities for their assistance and co-operation. The Board also
acknowledges the support of the shareholders of the Company. The Board
also places on record their deep sense of appreciation for the
committed services of all the employees of the Company.
For and on behalf of the Board
For Suryalata Spinning Mills Limited
Place : Secunderabad R.Surender Reddy
Date : 22nd May 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 29th Annual Report
together with the Audited Annual Accounts of your Company for the
financial year ended 31st March, 2012.
Financial Results
The performance of your Company during the year ended 31st March, 2012
has been briefed below:
(Rs. in Lakhs)
Current Year Previous Year
Particulars 2011-12 2010-11
Gross Sales/Turnover 25,661 24,394
Net Sales/Turnover 25,256 24,392
Profit before Interest, Depreciation and Tax 1,938 4,338
Extra-ordinary item - -
Interest 654 601
Depreciation 629 639
Profit Before Tax 655 3098
Less : Provision for Tax for the year 200 986
Deferred Tax Liability 32 133
Profit After Tax 423 1,979
Add:Profit brought forward from last year 692 300
Amount available for appropriation 1115 2279
Appropriations: Transfer to
(a) General Reserve 500 900
(b) Preference Shares Redemption Reserve 0 509
(c) Dividend on Equity Shares 55 98
(d) Dividend on Preference Shares 55 55
(e) Dividend distribution tax 18 25
Balance Carried forward to Balance Sheet 552 692
Operations
The Net turnover of your Company for the Financial Year 2011-12 was Rs.
25,256 Lakhs compared to Rs. 24,392 Lakhs in the previous year. The
production during the year was 169.31 Lakh kgs. of yarn (182.97 Lakh
kgs. in the previous year).
Your Company has earned a Profit before Tax of Rs. 655 Lakhs in
comparison to Rs.3,098 Lakhs in the previous year. The Company earned a
profit after tax of Rs. 423 Lakhs as against Rs. 1,979 Lakhs in the
previous year. The decline in profits is attributed mainly due to
increase in the cost of raw material and fall in price margins due to
recessionary trend in the Europe. The textile companies were under
pricing pressure through out the year.
Capital expenditure
During the year under review, your company has incurred Rs. 95.23 lakhs
towards the capital expenditure for non-factory buildings, Plant &
Machinery, water works, furniture & fixture and office equipment
related expenditure. Civil works are in progress for 23,040 spindle
project expansion for which Rs. 858.37 Lakhs has been spent.
Exports
The export turnover of your Company during the current year was Rs.
12,347 Lakhs against the previous year export turnover of Rs. 11,193
Lakhs. Your Company has been exporting yarn to various countries like
Turkey, Italy, Morroco, Taiwan, Iran, Brazil, USA, and Argentina and
continues to explore new markets to improve the performance.
Future Outlook
A note on the future outlook of your Company is presented under
Management Discussion and Analysis, which forms part of this Report.
Conversion of Warrants
The company has allotted 4,00,000 Equity Shares bearing the face value
of Rs. 10/- each at a premium of Rs. 100/- per share to the promoters
on 13th February 2012, pursuant to the conversion of 4,00,000 share
warrants that have been allotted earlier on preferential basis.
Dividends
Your Directors have recommended the payment of Dividend on the
Cumulative Redeemable Preference Shares as per the terms and conditions
of the Issue for the Financial Year 2011-12. The said Dividend will
absorb a sum of Rs. 54,75,141/-. The corporate dividend tax will be Rs.
8,88,205/-. No amount is transferred to Preference Shares Redemption
Reserve Account for the year.
Your Directors have recommended the payment of Dividend on the Equity
Shares at 15% (i.e.) Rs. 1.50 per share of Rs. 10/- each for the year
2011-12. The dividend will absorb a sum of Rs. 55,00,500/- and the
dividend tax will be Rs. 8,92,456/-.
Deposits
During the year under review, the Company has made the repayment /
pre-mature repayment of unsecured deposits after complying with the
applicable rules. There were no overdue deposits as on 31st March 2012.
Directors
In accordance with the provisions of the Companies Act, 1956 and in
terms of Articles of Association of the Company the following Directors
namely Sri R. S. Agarwal and Sri Yash Agarwal of the Company, retire by
rotation at the ensuing Annual General meeting and being eligible,
offered them self for re-appointment.
Board of Directors recommends the above re- appointments.
Directors Responsibility Statement
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, the
Board of Directors of your Company hereby confirms:
i) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012 the applicable accounting standards have
been followed along with proper explanations relating to material
departures;
ii) That your 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 and of the
profit of the Company for the year under review;
iii) That your 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;
iv) That your Directors has prepared the accounts for the financial
year ended 31st March, 2012 on a going concern basis.
Corporate Social Responsibility
A note on the Corporate Social Responsibility presented under the
Management Discussion and Analysis, which forms part of this report.
Auditors
M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, Statutory
Auditors of the Company, retires at the ensuing Annual General meeting
and is eligible for re-appointment.
Auditors' Report
The Auditors' Report to the shareholders does not contain any
qulaification or adverse remark.
The Audit Committee of the Company has reviewed the audited financial
statements for the year under review at its meeting held on 6th August,
2012 and recommended the same for the approval of the direcrors.
Cost Auditors
Pursuant to the directives from the Central Government and the
provisions of Section 233B of the Companies Act 1956, Smt. Aruna
Prasad, Cost Accountant, Chennai has been appointed as Cost Auditors of
the Company for the financial year 2011-12.
The Cost Audit Report for the financial year 2011-12 shall be submitted
to the Central Government within the stipulated period.
Corporate Governance
A detailed Report on Corporate Governance, 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.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The information as required under Section 217(1)(e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are provided in the annexure forming part of this Report.
Employees
Your Company has no employee whose remuneration exceeds the limits
prescribed under Section 217(2A) of the Companies Act, 1956. Hence,
the information required under the said section, read with the
Companies (Particulars of the Employees) Rules, 1975, has not been
given in the Report.
Human Resources
During the year, Industrial relations continued to be cordial
throughout the year. Your Company firmly believes that a dedicated
workforce constitute the primary source of sustainable competitive
advantage. Accordingly, human resource development continues to receive
focused attention. Your Directors wish to place on record their
appreciation of the dedicated and commendable services rendered by the
staff and workforce of the Company, without whose efforts, such an
impressive performance may not have been possible.
Acknowledgments
The Board of Directors places on record its gratitude to IDBI Bank
Limited, State Bank of India, Insurance Companies Government
Authorities and to customers for their continued assistance and co-
operation. The Board also acknowledges the support of the shareholders
of the Company. The Board also places on record their deep sense of
appreciation for the committed services of all the employees of the
Company.
For and on behalf of the Board
For Suryalata Spinning Mills Limited
Place: Secunderabad R.Surender Reddy
Date : 6th August, 2012 Chairman
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the 28th Annual Report
together with the Audited Annual Accounts of your Company for the
financial year ended 31st March, 2011.
Financial Results
The performance of your Company during the year ended 31st March, 2011
has been briefed below:
(Rs. in Lakhs)
2010-11 2009-10
Gross Sales/Turnover 24,394 16,970
Net Sales/Turnover 24,392 16,969
Profit before Interest,
Depreciationa and Tax 4,338 2,048
Extraordinary Item - 107
Interest 601 526
Depreciation 639 522
Profit Before Tax 3,098 893
Less: Provision for
Tax for the year 986 220
Fringe Benefit Tax - 1
Deferred Tax Liability 133 99
Profit After Tax 1,979 573
Add: Profit brought
forward from last year 300 169
Amount available for
appropriation 2,279 742
Appropriations: Transfer to
(a) General Reserve 900 200
(b) Preference Shares
Redemption Reserve 509 102
(c) Dividend on Equity
Shares 98 65
(d)Dividend on Preference
Shares 55 55
(e) Dividend distribution tax 25 20
Balance Carried forward
to Balance Sheet 692 300
Operations :
The Net turnover of your Company for the Financial Year 2010 - 2011 was
Rs. 24,394 Lakhs in comparison to the Rs. 16,970 Lakhs in the previous
year, which is 43.75% more than the previous year. The production
during the year was 182.97 Lakh kgs. of yarn (160.83 Lakh kgs. in the
previous year). Company is able to maintain increase in production at
13.77% than the previous year.
Your Company has earned a Profit Before Tax of Rs. 3,098 Lakhs in
comparison to Rs. 893 Lakhs in the previous year, which is 247% higher
than the previous year. The Company earned a profit after tax of Rs.
1,979 Lakhs in comparison to Rs. 573 Lakhs in the previous year, which
is 246% higher than the previous year.
Capital expenditure
During the year under review, your Company has incurred Rs. 1321.68
Lakhs towards capital expenditure for increase in capacities of 2,016
spindles and for TFO Division installed at Urkondapet unit.
Exports
The export turnover of your Company during the current year was Rs.
11,193 Lakhs against the previous year export turnover of Rs. 6,417
Lakhs. Your Company has been exporting yarn to various countries like
Turkey, Italy, Taiwan, Iran, Brazil, USA, and Argentina and continues
to explore new markets to improve the performance. This trend of
increase in exports expecting to continue in the coming years.
Future outlook
Man-made Fiber market in India is expected see a steady growth.
Increasing demand for textile namely general purpose textile, fashion
wear, textile used for special purpose, along with the increasing price
of textile made up of cotton is expected to drive the man-made fiber
market in India.
The global production of staple and filament man- made fibers is
recorded at 65.9 million metric tons, of which China products 45.8
million metric tons or 70 percent. India is in second place,
accounting for 6.1 million metric tons, some 9 percent. And even third
place is in Asian hands - namely, Pakistan.
Considering the growth in consumption of Man Made Fibre globally and
rapid growth in the country, your Board has approved expansion plans at
Urukondapet unit to enhance the capacities of 23,040 spindles with
project cost of Rs.60.00 Crores. This project is being implemented
under Restructured Technology Upgrade Fund Scheme (TUFS) announced on
28th April, 2011 by the Ministry Textiles, Government of India.
A detailed note on the future outlook of your Company is presented
under Management Discussion and Analysis, which forms part of this
Report.
Dividends
The Company has reported excellent results and profits during the year
under review. Therefore, keeping in view the current year expansion and
availability of profits. Board of Directors recommended a dividend on
the shares of the Company.
Your Directors have recommended the payment of Dividend on the
Cumulative Redeemable Preference Shares as per the terms and conditions
of the Issue for the Financial Year 2010 - 2011. The said Dividend
will absorb a sum of Rs. 54,75,141/-. The corporate dividend tax will
be Rs.8,88,205/-. An amount of Rs.5,08,87,100/- is proposed to be
transferred to Preference Shares Redemption Reserve Account for the
year.
Your Directors have also recommended the payment of Dividend on the
Equity Shares at 30% (i.e) Rs. 3/- per share of Rs. 10/- each for the
Year 2010 - 2011. The Dividend will absorb a sum of Rs. 98,01,000/- and
the dividend tax will be Rs. 15,89,967/-. An amount of Rs.
9,00,00,000/- is proposed to be transferred to General Reserve Account
for the year.
Deposits
During the year under review, the Company has made the repayment /
pre-mature repayment of unsecured deposits after complying with the
applicable rules. There were no overdue deposits as on 31st March 2011.
Directors
In accordance with the provisions of the Companies Act, 1956 and in
terms of Articles of Association of the Company Sri K. Lakshmikanth
Reddy, Independent Director of the Company, retire by rotation at the
ensuing Annual General meeting and being eligible, offered himself for
re-appointment.
Your Directors have co-opted Mr. K. R. Suresh Reddy and Mr. K. K. Sinha
as an Additional Director on the Board with designation as Independent
Director and Additional Director, respectively w.e.f. 31st January,
2011. It is proposed to regularize their appointments in the ensuing
Annual General Meeting.
Board of Directors recommends the above appointment and reappointment.
Directors Responsibility Statement
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, the
Board of Directors of your Company hereby confirms:
i) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2011 the applicable accounting standards have
been followed along with proper explanations relating to material
departures;
ii) That your 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 and of the
profit of the Company for the year under review;
iii) That your 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;
iv) That your Directors has prepared the accounts for the financial
year ended 31st March, 2011 on a going concern basis.
Green Initiative
As part of "Green Initiative for Corporate Governance", recently, the
government has allowed companies to send notices and documents to their
shareholders electronically to facilitate paperless communication
This will ensure prompt communication and avoid loss of documents in
transit.
Hence, shareholders are requested to register their email Id's with
their depository participants or with the Registrars of the company
M/s. Sathguru Management Consultants Private Limited.
Auditors
M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, Statutory
Auditors of the Company, retires at the ensuing Annual General meeting
and is eligible for re-appointment.
Auditors have not made any observation on the Annual Accounts of the
Company for the financial year ended on 31st March, 2011.
Corporate Governance
A detailed Report on Corporate Governance, Management Discussion and
Analysis Report and 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.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
The information as required under Section 217 (1) (e) read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are provided in the annexure forming part of
this Report.
Employees
Your Company has no employee whose remuneration exceeds the limits
prescribed under Section 217(2A) of the Companies Act, 1956. Hence,
the information required under the said section, read with the
Companies (Particulars of the Employees) Rules, 1975, the Companies
(particulars of Employees) Amended Rules, 2011 has not been given in
the Report.
Human Resources
During the year, Industrial relations continued to be cordial
throughout the year. Your Company firmly believes that a dedicated
workforce constitute the primary source of sustainable competitive
advantage. Accordingly, human resource development continues to receive
focused attention. Your Directors wish to place on record their
appreciation of the dedicated and commendable services rendered by the
staff and workforce of the Company, without whose efforts, such an
impressive performance may not have been possible.
Acknowledgments
The Board of Directors places on record its gratitude to IDBI Bank
Limited, State Bank of India, Insurance Companies and Government
Authorities for their assistance and cooperation. The Board also
acknowledges the support of the shareholders of the Company. The Board
also places on record their deep sense of appreciation for the
committed services of all the employees of the Company.
for and on behalf of the Board
for Suryalata Spinning Mills Limited
R. Surender Reddy
Chairman
Place : Secunderabad
Date : 9th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 27th Annual Report
together with the Audited Annual Accounts of your Company for the
financial year ended 31st March 2010.
Financial Results
The performance of your Company during the year ended 31st March 2010
has been briefed below:
(Rs. in Lakhs)
2009-10 2008-09
Gross Sales 16,970 15,840
Net Sales 16,969 15,840
Profit before Interest,
Depreciation and Tax 2,048 1,371
Extraordinary item 107 76
Interest 526 527
Depreciation 522 498
Profit Before Tax 893 270
Less: Provision for
Tax for the year 220 32
Fringe Benefit Tax 1 5
Provision for the
earlier years - (38)
Deferred Tax Liability 99 119
Profit After Tax 573 152
Add: Profit brought forward
from last year 169 78
Amount available for
appropriation 742 230
Appropriations:
1. Transfer to
(a) General Reserve 200 10
(b) Preference Shares
Redemption Reserve 102 -
(c) Dividend on
Equity Shares 65 -
(d) Dividend on
Preference Shares 55 44
(e) Dividend
distribution tax 20 7
Balance Carried forward to Balance Sheet 300 169
Operations :
The gross turnover of your Company for 2009- 10 was Rs. 16,970 Lakhs
(Rupees 15,840 Lakhs in the previous year). The production during the
year was 160.83 Lakh kgs. of yarn (151.95 Lakh kgs. in the previous
year). Company is able to maintain increase in production at 6% and net
sales turnover at 7% than the previous year.
Your Company has earned a Profit Before Tax of Rs. 893 Lakhs for
2009-10 (Rs. 270 Lakhs in the previous year). The Company earned a
profit after tax of Rs.573 Lakhs (Rs. 152 Lakhs in the previous year).
The extraordinary expenditure of Rs.107 Lakhs (previous year Rs.76
Lakhs) represents MTM loss on derivatives structures, which have
knocked in as per the 1CAI directive. During the year 2009-10, Textile
Industry was recovered from the last year recession and comparatively
performed well. The trend is expected to remain positive in the coming
period also.
Expansion and increase in capacities :
The Company installed new equipment for 10,080 spindles at Urukondapet
Unit and Commenced Commercial Production from 18.01.2010. Total
capacities of the Company increased to 69,408 spindles from 59,328
spindles.
Capital expenditure
During the year under review, your Company has incurred Rs. 1,946.13
Lakhs towards capital expenditure for increase in capacities of 10,080
spindles at Urukondapet unit.
Exports
The export turnover of your Company during the year 2009-10 was
Rs.6416.62 Lakhs against the previous year export turnover of
Rs.2393.97 Lakhs. Recovery of global recession resulted to manifold
growth in export turnover. Your Company has been exporting yarn to
various countries like Turkey, Italy, Taiwan, Iran, Brazil, USA, and
Argentina and continues to explore new markets to improve the
performance. This trend of increase in exports expecting to continue in
the coming years.
Future outlook
A note on the future outlook of your Company is presented under
Management Discussion and Analysis, which forms part of this Report.
Dividends
The Companys financial performance during the year has recovered from
the impact of global recession and made a reasonable profit during the
year under review. Therefore, keeping in view the current year profits
and the future trends in the market Board of Directors recommended a
dividend on the shares of the Company.
Your Directors have recommended the payment of Dividend on the
Cumulative Redeemable Preference Shares as per the terms and conditions
of the Issue for the Financial Year 2009-10. The said Dividend will
absorb a sum of Rs. 54,75,141/-. The corporate dividend tax will be Rs.
9,09,352/-. An amount of Rs. 1,02,25,000/- is proposed to be
transferred to Preference Shares Redemption Reserve Account for the
year.
Your Directors have also recommended the payment of Dividend on the
Equity Shares at 20% (i.e) Rs.2/- per share of Rs.10/- each for the
Year 2009-10. The Dividend will absorb a sum of Rs. 65,34,000/- and the
dividend tax will be Rs. 10,85,216/-. An amount of Rs.2,00,00,000/- is
proposed to be transferred to General Reserve Account for the year.
Deposits
During the year under review, the Company has made the repayment /
pre-mature repayment of unsecured deposits after complying with the
applicable rules. There were no overdue deposits as on 31st March 2010.
Directors
In accordance with the provisions of the Companies Act, 1956 and in
terms of Articles of Association of the Company Sri R. Surender Reddy,
Director of the Company, retire by rotation at the ensuing Annual
General meeting and being eligible, offered himself for re-appointment.
Your Directors have co-opted Mr. Yash Agarwal as an Additional Director
on the Board as well as Wholetime Director with designation as
Executive Director w.e.f. 24th July, 2010. It is proposed to regularize
his appointment in the ensuing Annual General Meeting.
Also it is proposed to re-appoint Sri Mahender Kumar Agarwal as Joint
Managing Director of the Company for the further period of 5 years
w.e.f. 1st January, 2011.
Board of Directors recommends the above appointment and reappointment.
Directors Responsibility Statement
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, the
Board of Directors of your Company hereby confirms:
i) That in the preparation of the Annual Accounts for the financial
year ended 31st March 2010 the applicable accounting standards have
been followed along with proper explanations relating to material
departures;
ii) That your 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 and of the
profit of the Company for the year under review;
iii) That your 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;
iv) That your Directors has 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, Suryalata 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 Suryalata, CSR activities are undertaken in various manners such as
providing education scholarships for employees childrens and to other
childrens in surrounding villages, conducting of health camps and
providing free medicines, donations to Veda Patasala, Geetha Ashramam,
Yogasramam etc., to develop and impart the Indian Traditional values,
etc,.
During the year Suryalata has provided sportive articles to encourage
sports spirit among the young children / youth, continued efforts are
made to develop cultural activities, provided drinking water during
summer season and bed sheets / articles are supplied to the flood
affected people during the recent floods in Andhra Pradesh.
Auditors
M/s. Brahmayya &. Co., Chartered Accountants, Hyderabad, Statutory
Auditors of the Company, retires at the ensuing Annual General meeting
and is eligible for re-appointment.
Auditors have not made any observation on the Annual Accounts of the
Company for the financial ended on 31st March, 2010.
Corporate Governance
A detailed Report on Corporate Governance, 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.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
The information as required under Section 217 (1) (e) read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are provided in the annexure forming part of
this Report.
Employees
Your Company has no employee whose remuneration exceeds the limits
prescribed under Section 217(2A) of the Companies Act, 1956. Hence,
the information required under the said section, read with the
Companies (Particulars of the Employees) Rules, 1975, has not been
given in the Report.
Human Resources
During the year, Industrial relations continued to be cordial
throughout the year. Your Company firmly believes that a dedicated
workforce constitute the primary source of sustainable competitive
advantage. Accordingly, human resource development continues to receive
focused attention. Your Directors wish to place on record their
appreciation of the dedicated and commendable services rendered by the
staff and workforce of the Company, without whose efforts, such an
impressive performance may not have been possible.
Acknowledgements
The Board of Directors places on record its gratitude to IDBI Bank
Limited, State Bank of India, Axis Bank Limited, insurance Companies
and Government Authorities for their assistance and cooperation. The
Board also acknowledges the support of the shareholders of the Company.
The Board also places on record their deep sense of appreciation for
the committed services of all the employees of the Company.
for and on behalf of the Board
for Suryalata Spinning Mills Limited
Place : Secunderabad R. Surender Reddy
Date : 24th July, 2010 Chairman