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