You are on page 1of 67

Contents

Page Nos
Corporate Information

Notice

Directors Report

17

Management Discussion Analysis

23

Corporate Governanace Report

25

Auditors Certificate on Compliance of Corporate Governance

34

Independent Auditors Report

35

Balance Sheet

38

Statement of Profit and Loss

39

Notes on Financial Statements

40

Cash Flow Statement

61

Attendance Slip / Proxy Form

63

Important Communication to Members


The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by
allowing paperless compliances by the companies and has issued circular stating that service of notice
/ documents including Annual Report can be sent by e-mail to its members. To support this green
initiative of Government in full measure, members who have not registered their e-mail addresses, so
far, requested to register their e-mail addresses in respect of electronic holdings with the Depository
through their concerned Depository Participants.

CORPORATE INFORMATION
BOARD OF DIRECTORS
Sri Badrinarayan Agarwal
Sri R.Surender Reddy
Dr. Akkineni Nageswara Rao
Sri G.Ganesh
Sri Rajender Kumar Agarwal
Sri Jeetender Kumar Agarwal
Sri Devender Kumar Agarwal
Sri Surender Kumar Agarwal
Sri Pankaj Goel
Sri Manish Gupta

Executive Chairman
Director
Director (upto 22.01.2014)
Nominee Director of IDBI (upto 02.06.2013)
Managing Director
Executive Director
Whole time Director
Director
Director (from 28.11.2013)
Director (from 31.03.2014)

Vice President (Corporate Affairs) & Company Secretary


Sri B.R.S. Reddy
Vice President (Finance & Accounts)
Sri B. Somasekhara Rao
Auditors
M/s. Brahmayya & Co.
Flat No. 403 & 404, Golden Green Apartments
Irrum Manzil Colony,
Hyderabad - 500082

Audit Committee
Sri R. Surender Reddy
Sri Jeetender Kumar Agarwal
Sri Surender Kumar Agarwal
Sri Pankaj Goel

Bankers
Andhra Bank
State Bank of Hyderabad
ICICI Bank Limited

Stake Holder Relationship Committee


Sri Rajender Kumar Agarwal
Sri Surender Kumar Agarwal
Sri B.R.S. Reddy

Registered Office
6th Floor, Surya Towers, 105, S.P.Road
Secunderabad 500003, Telangana
Website: www.suryavanshi.com
Email: info@suryavanshi.com
CIN: L14220TG1978PLC002390
Phone: 91-40-30512700
Fax: 91-40-30512725/27815135

Nomination & Remuneration Committee


Sri R. Surender Reddy
Sri Surender Kumar Agarwal
Sri Pankaj Goel
ISIN No. INE431C01015
Listed on BSE Limited
Script Code : 514140

Registrar and Share Transfer Agents


Karvy Computer Share Private Limited
Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad 500081
Tel No. 040-44655000, Fax No. 040-23420814
e-mail : einward@karvy.com
FACTORIES
Spinning & Medical Textile Divisions
Aliabad, Medchal Taluq, Ranga Reddy Dist.
Telangana - 500 078.
2

sections 196, 197, 203 and 152 and other applicable


provisions if any of the Companies Act, 2013
and Companies (appointment and remuneration
of managerial personnel) rules, 2014 read with
schedule V thereof as amended upto date, and
subject to such other approval as may be required
consent of the Company be and is hereby accorded
to the appointment of Sri Badrinarayan Agarwal
(DIN : 00042123) as Executive Chairman and
Whole Time Director liable to retire by rotation
for a period of three years from 01.02.2014 to
31.01.2017 on the following terms and conditions :

NOTICE
NOTICE is hereby given that the 35th Annual General
Meeting of the Members of Suryavanshi Spinning Mills
Limited will be held on Tuesday, 30th September,
2014 at 10.00 A.M. at Gayatri Gardens, Survey
No.26, Sikh Village, Near Diamond Point Hotel,
Secunderabad - 500003, to transact the following
business:
ORDINARY BUSINESS
1.

2.

To receive, consider and adopt the Audited Balance


Sheet as at March 31,2014 and statement of Profit
and Loss of the Company and Cash Flow Statement
of the Company for the year on that date and the
Reports of the Directors and Auditors thereon.
To appoint a director in place of Sri Jeetender
Kumar Agarwal , who retires by rotation and, being
eligible offers himself for reappointment and in
this connection to consider and if deemed fit, to
pass with or without modification(s), the following
resolution as an Ordinary Resolution:
RESOLVE THAT Sri Jeetender Kumar Agarwal
DIN 0041946, be and is here by re-appointed
as a Director of the company , liable to retire by
rotation

3.

To appoint Auditors to hold office from the


conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting and
in this connection, to consider and if thought fit, to
pass with or without modification(s), the following
Resolution as an ordinary Resolution.
RESOLVED THAT M/S Brahmayya & Co.,
Chartered
Accountants,(Firms
Registration
Number 0005135) be and are hereby re-appointed
as statutory auditors of the company to hold office
from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General
Meeting at a remuneration to be decided by the
Board of Directors of the Company.

SPECIAL BUSINESS
4.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITH OR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:
RESOLVED THAT subject to the provisions of

Basic Salary: Rs.1,50,000/- per month


Commission: @ 1% (one percent) of Net Profits of
the Company or 50% of the basic salary, whichever
is less.
Perquisites: In addition to salary and commission
as stated above Sri Badrinarayan Agarwal, shall be
entitled to the following perquisites:
PART A
i.

Rent free furnished residential accommodation


with all facilities and amenities including such
services such as gas, electricity, water etc. or House
Rent Allowance to the extent of 40% of the basic
salary whichever is higher.

ii.

Medical Reimbursement: Reimbursement of


medical expenses for self and family subject to a
ceiling of one months basic salary in a year or three
months basic salary over a period of three years.

iii.

Leave Travel Concession: For self and family once


in a year in accordance with the Rules of the
Company.

iv.

Fees of clubs: Subject to a maximum of two clubs


provided that no life membership or admission fees
is paid.

v.

Personal Accident Insurance: Premium not to


exceed Rs. 4,000/- (Rupees Four Thousand) per
annum.

PART B
Contribution to Provident Fund, Superannuation Fund or
Annuity Fund as per the Rules of the Company, if any.
Gratuity payable shall not exceed half a months basic
salary for each completed year of service.
3

Rent Allowance to the extent of 40% of the basic


salary whichever is higher.

PART C
Provision of car for use of Companys business and
telephone and other communications at residence.
Resolved further that Sri Badrinarayan Agarwal when
reappointed as Whole Time Director immediately on
retirement by rotation, shall continue to hold his office
of Director and such reappointment shall not be deemed
to constitute a break in his appointment as Whole Time
Director of the company.
RESOLVED FURTHER THAT where in any financial
year during the currency of tenure of Sri Badrinarayan
Agarwal, executive Chairman, the Company has no
profits or its profits are inadequate, the Company will pay
remuneration by way of salary, perquisites and allowances,
as specified above as a minimum remuneration subject to
provisions of Schedule V of the Companies Act, 2013
5.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITH OR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:
RESOLVED THAT subject to the provisions
of sections 196, 197, 203 and 152 and other
applicable provisions if any of the Companies
Act, 2013 and Companies (appointment and
remuneration of managerial personnel) rules,
2014 read with schedule V thereof as amended
upto date, and subject to such other approval as
may be required, the consent of the Company be
and is hereby accorded for the appointment of Sri
Rajender Kumar Agarwal (DIN 0041892) and redisignation from Joint Managing Director, who shall
be Managing Director liable to retire by rotation
for a period of three years from 13.02.2014 to
12.02.2017 on the following terms and conditions :
Basic Salary: Rs.1,40,000/- per month
Commission: @ 1% (one percent) of Net Profits of
the Company or 50% of the basic salary, whichever
is less.
Perquisites: In addition to salary and commission as
stated above Sri Rajender Kumar Agarwal, shall be
entitled to the following perquisites:

PART A
i.

Rent free furnished residential accommodation


with all facilities and amenities including such
services such as gas, electricity, water etc. or House
4

ii.

Medical Reimbursement: Reimbursement of


medical expenses for self and family subject to a
ceiling of one months basic salary in a year or three
months basic salary over a period of three years.

iii.

Leave Travel Concession: For self and family once


in a year in accordance with the Rules of the
Company.

iv.

Fees of clubs: Subject to a maximum of two clubs


provided that no life membership or admission fees
are paid.

v.

Personal Accident Insurance: Premium not to


exceed Rs. 4,000/- (Rupees Four Thousand) per
annum.

PART B
Contribution to Provident Fund, Superannuation Fund or
Annuity Fund as per the Rules of the Company, if any.
Gratuity payable shall not exceed half a months basic
salary for each completed year of service.
PART C
Provision of car for use of Companys business and
telephone and other communications at residence.
Resolved further that Sri Rajender Kumar Agarwal when
reappointed as Whole Time Director immediately on
retirement by rotation, shall continue to hold his office
of Director and such reappointment shall not be deemed
to constitute a break in his appointment as Whole Time
Director of the company.
FURTHER RESOLVED THAT where in any financial year
during the currency of tenure of Sri Rajender Kumar
Agarwal, Managing Director, the Company has no profits
or its profits are inadequate, the Company will pay
remuneration by way of salary, perquisites and allowances,
as specified above as a minimum remuneration subject to
provisions of Schedule V of the Companies Act, 2013
6.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITH OR WITHOUT MODIFICATION(S) AS
AN ORDINARY
RESOLUTION:
RESOLVED THAT pursuant to the provisions
of Sections 149, 152 read with Schedule IV and
all other applicable provisions of the Companies

Act, 2013 and the Companies (Appointment and


Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re-enactment
thereof for the time being in force) and Clause
49 of the Listing Agreement, Shri R. Surender
Reddy (DIN: 00083972), non executive Director
of the Company who retires by rotation and
offered himself for re-appointment and who
submitted a declaration that he meets the criteria
for independence as provided in section 149(6)
of the Companies Act, 2013and who is eligible
for appointment, be and is hereby appointed as
an Independent Director of the Company to hold
office for 5(five) consecutive years with effect from
30th September 2014 to 29th September, 2019.

8.

RESOLVED THAT pursuant to the provisions


of Sections 149, 152 read with Schedule IV and
all other applicable provisions of the Companies
Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re-enactment
thereof for the time being in force) and Clause 49
of the Listing Agreement, Shri Pankaj Goel (DIN:
00010059), who was appointed as an Additional
Director pursuant to the provisions of Section
161(1) of the Companies Act, 2013 and the Articles
of Association of the Company and who holds
office up to the date of this Annual General Meeting
and in respect of whom the Company has received
a notice in writing under Section 160 of the
Companies Act, 2013 from a member proposing
his candidature for the office of Director, be and
is hereby appointed as an Independent Director of
the Company to hold office for 5(five) consecutive
years with effect from 30th September 2014 to
29th September, 2019.

RESOLVED FURTHER THAT Sri R Surender


Reddy as an Independent Director shall not be
liable for retirement by rotation during the tenure
of his office.
7.

TO APPOINT SHRI SURENDER KUMAR


AGARWAL (DIN: 00281576) AS AN
INDEPENDENT DIRECTOR AND IN THIS
REGARD TO CONSIDER AND IF THOUGH
FIT, TO PASS, WITH OR WITHOUT
MODIFICATION(S),
THE
FOLLOWING
RESOLUTION
AS
AN
ORDINARY
RESOLUTION.
RESOLVED THAT pursuant to the provisions
of Sections 149, 152 read with Schedule IV and
all other applicable provisions of the Companies
Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re-enactment
thereof for the time being in force) and Clause
49 of the Listing Agreement, Sri Surender Kumar
Agarwal (DIN: 00281576), non executive Director
of the Company of the Company and who
submitted a declaration that he meets the criteria
for independence as provided in section 149(6) of
the Companies Act, 2013 and who is eligible for
appointment, be and is hereby appointed as an
Independent Director of the Company to hold
office for 5(five) consecutive years with effect from
30th September 2014 to 29th September, 2019.
RESOLVED FURTHER THAT Sri Surender Kumar
Agarwal as an Independent Director shall not be
liable for retirement by rotation during the tenure
of his office.

TO APPOINT SHRI PANKAJ GOEL


(DIN: 00010059) AS AN INDEPENDENT
DIRECTOR AND IN THIS REGARD TO
CONSIDER AND IF THOUGH FIT, TO PASS,
WITH OR WITHOUT MODIFICATION(S),
THE FOLLOWING RESOLUTION AS AN
ORDINARY RESOLUTION.

RESOLVED FURTHER THAT Sri Pankaj Goel


as an Independent Director shall not be liable for
retirement by rotation during the tenure of his
office.
9.

TO APPOINT SHRI MANISH GUPTA


(DIN: 00526638) AS AN INDEPENDENT
DIRECTOR AND IN THIS REGARD TO
CONSIDER AND IF THOUGH FIT, TO PASS,
WITH OR WITHOUT MODIFICATION(S),
THE FOLLOWING RESOLUTION AS AN
ORDINARY RESOLUTION.
RESOLVED THAT pursuant to the provisions
of Sections 149, 152 read with Schedule IV and
all other applicable provisions of the Companies
Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re-enactment
thereof for the time being in force) and Clause 49
of the Listing Agreement, Shri Manish Gupta (DIN:
00526638), who was appointed as an Additional
5

Director pursuant to the provisions of Section


161(1) of the Companies Act, 2013 and the Articles
of Association of the Company and who holds
office up to the date of this Annual General Meeting
and in respect of whom the Company has received
a notice in writing under Section 160 of the
Companies Act, 2013 from a member proposing
his candidature for the office of Director, be and
is hereby appointed as an Independent Director of
the Company to hold office for 5(five) consecutive
years with effect from 30th September 2014 to 29
th September, 2019.
RESOLVED FURTHER THAT Sri Manish Gupta
as an Independent Director shall not be liable for
retirement by rotation during the tenure of his
office.
10.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITH OR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:
Adoption of new articles in substitution of old.
RESOLVED THAT pursuant to the provisions of
Section 14 and other applicable provisions of the
Companies Act, 2013 the regulations contained in
the draft Articles of Association submitted to this
meeting, for the purpose of identification initialed
by the Chairman, be and are hereby approved
and adopted as the Articles of Association of the
Company in substitution for, and to exclusion
of, all the existing Articles of Association of the
Company.
RESOLVED FURTHER THAT the Board of Directors
of the Company be and is hereby authorized to do
all acts and take all such steps as may be necessary,
proper or expedient to give effect to this resolution.

11.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITH OR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:
RESOLVED THAT the consent of the Company be
and is hereby accorded in terms of Section 180(1)
(c) and other applicable provisions, if any, of the
Companies Act, 2013 to the Board of Directors of
the Company to raise or borrow money from time
to time from the Companys Bankers or Financial
Institutions or from elsewhere on such terms and

conditions as to repayment or interest or otherwise


as it thinks fit, such sums as may be necessary for
the purpose of the Companys business in excess
of the paid up capital and free reserves of the
Company, that is to say the reserves not set apart
for any specific purpose provided however, that the
total amount of such borrowings together with the
monies already borrowed (apart from temporary
loans obtained from the Companys bankers in the
ordinary course of business) in aggregate shall not
exceed at any one time a sum of Rs. 200 crores
(Rupees Two Hundred Crores only).
12.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITH OR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:
RESOLVED THAT pursuant to the provisions of
Section 180(1)(a) and other applicable provisions, if
any, of the CompaniesAct,2013 and the rules made
there under (including any statutory modification(s)
or re-enactment thereof for the time being in
force),and that of the Articles of Association of the
Company, the consent of the Company be and is
hereby accorded to the Board of Directors of the
Company (the Board) to hypothecate/mortgage
and/or charge and/or encumber in addition to the
hypothecations/mortgages and/or charges and/or
encumbrances if any created by the Company, in
such form and manner and with such ranking and at
such time(s) and on such terms as the Board may
determine, all or any part of the movable and/or
immovable properties of the Company wherever
situated both present and future, and/or create
a charge, mortgage /floating charge on all or any
part of the movable and immovable properties of
the Company and the whole or any part of the
undertaking(s) of the Company, together with
power to take over the management of the business
and concern of the Company in certain events
of default, in favour of the Companys Bankers/
Financial Institutions/other investing agencies and
trustees for the holders of Debentures/Bonds/
other instruments/securities to secure any Rupee/
Foreign currency Loans, Guarantee assistance,
Standby Letters of Credit/Letters of Credit, and/
or any issue of Non-Convertible Debentures,
and/or Compulsorily or Optionally, Fully or Partly
Convertible Debentures and/or Bonds, and/or
any other Non-Convertible and/or other Partly/
Fully Convertible instruments/securities, whether

availed by the Company or by others, within the


overall ceiling prescribed by the members of the
Company, in terms of Section 180(1)(c) of the
Companies Act, 2013.

15.

RESOLVED FURTHER THAT the Board be and is


hereby authorised to do all such acts, deeds and
things and to take all such steps as may be necessary
for the purpose of giving effect to this resolution.

RESOLVED THAT in supersession of earlier


special Resolution passed by the members at the
33rd Annual General Meeting held on 30.07.2012
subject to the provisions of section 203,196,197 and
Schedule V of the Companies Act ,2013 and furhter
subject to such consents as may be required the
terms of the appointment of Sri Devender Kumar
Agarwal (DIN 0042156) whole time director be and
are hereby varied from 03.09.2014 to reminder of
his term i.e., upto 29.5.2015 to the effect that he
shall not draw any remuneration what so ever form
the company.

RESOLVED FURTHER THAT the Board be and


is hereby authorised to delegate all or any of the
powers herein conferred to any Committee of
Directors or any one or more Directors of the
Company.
13.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITHOR WITHOUT MODIFICATION(S) AS
AN ORDINARY RESOLUTION:
RESOLVED THAT the Company do hereby
approve in terms of Section 148 of the Companies
Act 2013 and Rule 4 of the Companies (Audit &
Auditors) Rules, 2014, the remuneration of Rs.
25000/- (Rupees Twenty Five Thousand only)
plus out of pocket expenses payable to Ms. Aruna
Prasad , Cost Accountant for the cost audit to
be conducted by her of the cost records of the
Company for the financial year 2014 15.

14.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITHOR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:
RESOLVED THAT in supersession of earlier
special Resolution passed by the members at the
33rd Annual General Meeting held on 30.07.2012
and subject to the provisions of section 203,196,197
and Schedule V of the Companies Act,2013 and
further subject to such other consents as may
be required the terms of the appointment of Sri
Jeetender Kumar Agarwal executive director be
and are hereby varied from 03.09.2014 to reminder
of his term I.e. up to 29.05.2015 to the effect that
he shall not draw any remuneration what so ever
form the company
RESOLVED FURTHER THAT all other terms and
conditions of the appointment of Sri Jeetender
Kumar Agarwal approved earlier by the members
of the company shall remain un altered.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITHOR WITHOUT MODIFICATION(S) AS
A SPECIAL RESOLUTION:

RESOLVED FURTHER THAT that all other terms


and conditions of the appointment of Sri Devender
Kumar Agarwal approved earlier by the members
of the company shall remain un altered.
16.

TO CONSIDER, AND IF THOUGHT FIT,


TO PASS THE FOLLOWING RESOLUTION
WITHOR WITHOUT MODIFICATION(S) AS
AN ORDINARY RESOLUTION
RESILVED THAT pursuant to the provisions of
Section 181 of the Companies Act,2013 and other
applicable provisions ,if any, the permission of the
company be and is here by accorded to the Board
of Directors of the company to contribute on
behalf of the company to bonafide, charitable and
other funds any amounts notwithstanding that the
aggregate of which will in any financial year may
exceed 5% of Companys average net profits for
the three immediately preceding financial years
however subject to a ceiling of Rs 5,00,000/- during
a financial year.
RESOLVED FURTHER THAT the Board be and is
hereby authorised to do all such acts, deeds and
things and to take all such steps as may be necessary
for the purpose of giving effect to this resolution
By order of the Board
For Suryavanshi Spinning Mills Limited
B.R.S.Reddy
Vice-President (Corporate Affairs)
& Company Secretary

Place: Secunderbad
Date: 03.09.2014
7

Computershare Private Limited, Plot No. 17 to 24,


Vithal Rao Nagar, Madhapur, Hyderabad 500 081.

NOTES:
1.

The register of members and share transfer books


of the Company, will be closed from Monday 29th
September, 2014 to Tuesday 30th September, 2014
(both days inclusive) for the purpose of Annual
General Meeting .

2.

A member entitled to attend the meeting is entitled


to appoint a proxy to attend and vote instead of
himself and such proxy need not be a member of
the Company. A person can act as Proxy on behalf
of members not exceeding fifty and holding in the
aggregate not more than 10% of the total share
capital of the Company carrying voting rights.

3.

A member holding more than 10% of the total


share capital may appoint a single person as Proxy
and such person shall not act as Proxy for any other
person or member. The Instrument appointing the
proxy should be deposited at the registered office
of the company not less than forty eight hours
before the commencement of the meeting.

4.

The shareholders desiring any further information


as regards the accounts are requested to write to
the Company so as to reach it at least one week
prior to the date of the meeting for consideration
of the management to deal at the meeting.

5.

Unclaimed dividends of the following year will be


transferred to the Investor Education & Protection
Fund set up by the Central Government on the
dates mentioned against it:
For the
Date of
Due for
Financial Year
Declaration
transfer on
2006-2007
09.08.2007
15.09.2014
Members who have not en cashed their dividend
warrants pertaining to the above year may have
their warrants revalidated by sending them to the
Registered Office of the Company.

6.

Members may note that the Notice of the 35th


AGM and the Annual Report for FY 2013-14
copies of audited financial statements, directors
report, etc. will also be available on the website
of the Company, www.suryavanshi.com for
download. Members holding shares in electronic
mode are therefore requested to keep their
email addresses uploaded with the Depository
Participants. Members holding shares in physical
mode are also requested to update their email
addresses by writing to the Registrar and Transfer
Agent of the Company at the address M/s. Karvy

7.

E-Voting :
The Companies Act, 2013 provide that every
Listed Company shall provide to its members
a facility to exercise their right to vote at Annual
General Meeting by electronic mean. Accordingly
a member may exercise his right to vote at the
AGM by electronic means. The detailed procedure
and guidelines for exercising this right to vote by
electronic means is provided below :Pursuant to Section 108 of Companies Act, 2013
read with Rule 20 of Companies (Management
and Administration) Rules, 2014, it is mandatory to
extend to the Members of the Company, the facility
to vote at the AGM by electronic means.
Members of the Company can transact all the items
of the business through electronic voting system as
contained in the Notice of the Meeting.
The Company has appointed Mrs. Rashida
Adenwala, Partner R&A Associates, Hyderabad,
who in the opinion of the Board is a duly qualified
person, as a Scrutinizer who will conduct the
electronic voting process in a fair and transparent
manner. The Scrutinizer shall within a period of
three working days from the date of conclusion of
e-voting period, submit his report of the votes cast
in favour or against, if any, to the Chairman of the
Company. The result of the same will be disclosed
at the AGM proceedings.

INSTRUCTION FOR E-VOTING


1.

To use the following URL for e-voting :


From Karvy website : http://evoting.karvy.com

2.

Shareholders of the Company holding shares either


in physical form or in dematerialized form, as on
the record date, may cast their vote electronically.

3.

Enter the login credentials (i.e. user id and password


mentioned in the Notice of the AGM). Your Folio
no.DP ID Client ID will be your user ID.

4.

After entering the details appropriately, click on


LOGIN.

5.

You will reach the Password change menu wherein


you are required to mandatorily change your
password, The new password shall comprise of

minimum 8 characters with a least one upper case (A-Z), one lower case (E-Z), one numeric value (0-9) and a
special character. The system will prompt you to change your password and update any contact details like mobile,
email etc on first login. You may also enter the secret question and answer of your choice to retrieve your password
in case you forget it. It is strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential.
6.

You need to login again with the new credentials.

7.

On successful login, the system will prompt you to select the EVENT i.e., Suryavanshi Spinning Mills Ltd.

8.

On the voting page, enter the number of shares as on the cut off date under FOR / AGAINST or alternatively you
may enter partially any number in FOR and partially in AGAINST but the total number in FOR/AGAINST taken
together should not exceed the total shareholding. You may also choose the option ABSTAIN.

9.

Shareholders holding multiple folios/demat account shall choose the voting process separately for each folios /
demat account.

10.

Cast your vote by selecting an appropriate option and click on SUBMIT. A confirmation box will be displayed. Click
OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to modify your vote. During the
voting period, shareholders can login any number of times till they have voted on the resolution.

11.

Once the vote on the resolution is case by the shareholder, he shall not be allowed to change it subsequently.

12.

The portal will be open for voting from 9 a.m. on September 24.09,2014 to 6 p.m. on 26.09.2014

13.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user
manual for shareholders available at the download section of http://evoting.karvy.com or contact Karvy Compushare
Pvt. Ltd at Tel.no.1800 345 4001 (toll free).

14.

The Members are free to contact either the Company or the Registrars for any clarifications they may need in this
connection.

15.

The Companies Act, 2013 provides for the facility of nomination to the holders of Shares in a Company. Accordingly,
members can avail the facility of nomination in respect of their shares held either singly or jointly. Members desiring
to avail this facility are requested to fill up the prescribed nomination form and send the same to the Registered
Office of the Company. (The forms are available at the Regd. Office /Office of Registrars of the Company).

16.

The shares of the Company continue to be listed on the Stock Exchanges at Mumbai and the Company has paid upto
date all the listing fees to these exchanges.

17.

Members are requested to notify immediately any change in their addresses to the Company.

18.

The members are requested to bring their copy for the annual report with them at the time of attending Annual
General Meeting.
By order of the Board
For Suryavanshi Spinning Mills Limited
B.R.S.Reddy
Vice-President (Corporate Affairs)
& Company Secretary

Place: Secunderbad
Date: 03.09.2014

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.


Item No. 2.
Sri Jeetender Kumar Agarwal, B.E Textiles is one of the promoter directors of Suryavanshi spinning mills ltd and he has vast
knowledge of textile industry for more than 22 years and his experience and guidance is considered vital to the companys
growth . He is the executive director of Company . Sri Jeetender Kumar Agarwal is liable to retirement by rotation and
offers himself for reappointment. when reappointed as Director immediately on retirement by rotation, he shall continue
to hold his office of Director and such reappointment shall not be deemed to constitute a break in his appointment as
Whole Time Director of the company. His re-appointment has been recommended by the Nomination and Remuneration
Committee.
The other directorships held by him are furnished hereunder.
1.
Sheshadri Industries Ltd
2.
Aananda Lakshmi Spinning Mills Ltd
3.
Suryavanshi Industries ltd
4.
Suryavanshi Integrated Apparel Park Limited
He holds 618376 equity shares of the company as on 03.09.2014 subsequent to the demerger
Except Sri. Jeetender Kumar agarwal, Executive Director, Sri. Badrinarayan Agarwal Executive Chairman and Sri. Rajender
Kumar Agarwal, Managing Director and Sri Devender Kumar Agarwal, Whole time Director and their relatives to the
extent of their shareholding , no other Director / Key managerial personnel / their relatives of the Company is interested
/ concerned financially or otherwise with the above resolution.
The Board recommend the resolution for the approval of members.
Item Nos 4 & 5
Sri Badrinarayan Agarwal has been appointed and re designated from Chairman and Managing Director to Executive
Chairman by the Board at their meetin held on 6.1.2014 for a period of 3 years w.e.f. 01.02.2014 on remuneration of
Rs.150000/- P.M. PLUS all applicable perquisites.
Sri Rajender Kumar Agarwal has been appointed as Managing Director by the Board at their meeting held on 13.2.2014
for a period of three years w.e.f.13.02.2014 to 12.02.2017 on remuneration of Rs.140000/- P.M. PLUS all applicable
prerequisites. He is also Director of Suryavanshi Industries Ltd, Aanandalakshmi Spinning Mills Ltd., Sheshadri Industries
Ltd., Surya Sarv Shakti Spinning Mills Pvt. Ltd., Varuna Spnning Mills Pvt. Ltd. and Sheshadri Power & Infrastructure Pvt.
Ltd.
Sri Badrinarayan Agarwal is the promoter and founder of the Company and is also instrumental in floating the other
companies and has vast knowledge of textile industry for more than 5 decades and his experience and guidance is
considered vital to the companys growth and hence the Board recommends his reappointment in spite of the fact that
he has attained the age of 70 years. He is also Director Aanandalakshmi Spinning Mills Ltd., Sheshadri Industries Ltd and
Surya Sarv Shakti Spinning Mills Pvt. Ltd.
Sri Rajender Kumar Agarwal graduate in mechanical Engineering is one of the promoter directors of the Company having
rich experience in textile industry for more than 24 years and he is instrumental in developing the business, he has
been associated with the company as Joint Managing Director for the last several years and his services are vital for the
growth of the company. The Board appointed him as Managing Director for a period of three years w.e.f.13.02.2014 to
12.02.2017 on remuneration of Rs.140000/- Per month Plus all applicable prerequisites.
The above appointments were made subject to approval of members and such other approvals as may be required.
Sl.
No.
1
2
10

Name
Sri Badrinarayan Agarwal
Sri Rajender Kumar Agarwal

Revised Remuneration (Rs.)


per month (proposed)
From 1st February, 2014 to Rs.1,50,000/- P.M. Plus 40% HRA and with usual
31st January 2017
allowances and prerequisites.
From 13th February, 2014 to Rs.1,40,000/- P.M. Plus 40% HRA and with usual
12th February 2017
allowances and prerequisites.
Period

Perquisites have been detailed in the respective resolutions. These remunerations are further subject to the ceilings
mentioned in Schedule V of the Companies Act, 2013.
The above remunerations have been approved by the Remuneration Committee.
Sri Badrinarayan Agarwal and Sri Rajender Kumar Agarwal hold 222747 and 579359 equity shares respectievely in the
company as on 03.09.2014 (subsequent to demerger).
Sri Badrinarayan Agarwal and Sri Rajender Kumar Agarwal are interested in the respective resolutions to the extent of
remuneration receivable by them Further Sri Jeetender Kumar Agarwal and Sri Devender Kumar Agarwal being relatives
to the above Directors are also deemed to be interested in the above resolutions. The relatives of the above director
may be deemed to be interested to the extent of their shareholding in the Company. None of the other directors/key
Managerial Personnel of the Company / their relatives is any way concerned or interested, financially or otherwise in the
above resolutions.
Additional Disclosure about the appointee as per Schedule V of the Companies Act, 2013.
Nature of Industry
Suryavanshi Spinning Mills Limited is in the business of manufacture of blended, polyester, polyester viscose blended yarns
Company with spindleage of 36912 (After demerger) and 3000 tpa of Medical Textile Products etc., Suryavanshi Spinning
Mills Limited is one of the fast growing established Textile sector Companies.
Date of commencement of commercial production
Not Applicable.
Financial performance
Performance of the Company for the last three years are as follows:
Item

(Rs. in lakhs)
2013-2014

Income from Operations


Profit / Loss before interest, Depreciation after Tax
Profit / Loss after Tax

2012-13

2011-12

11443.71

27406.12

27714.35

780.36

56.80

944.91

9.71

(1555.64)

(816.78)

Export performance and net foreign exchange earnings


Export performance of the Company for the last three years is as follows:
Item
FOB value of goods exported

(Rs. in lakhs)

2013-14
2592.29

2012-13
5621.75

2011-12
5695.66

Please refer to the paragraph given under restructuring of the Company in Directors Report in page No. 16 accordingly
the information given against Item No. 4 & 5 for the year 2013-14 herein is in respect of the demerged Company i.e., Yarn
and Medical Textiles Division at Aliabad, Ranga Reddy District. The figures of the previous years i.e., 2012-13 & 2011-12
relate to the Company prior to the demerger and hence are not comparable with that of 2013-14.
Foreign investments or collaborators, if any.
Foreign investments in the Company as on 31st March, 2014 are 12093 equity shares (shares allotted as per scheme of
arrangement). These shares are held by NRIs/OCBs.
At present the Company does not have any Collaboration, either technical or financial.
11

II.

Information about the appointee:


Background details :

Sl.
Remuneration
Name
Experience
No.
per Annum
Rs. 28.39 Lacs. He has more than 50 Years vast experience in Textile Industry and associated as a
1 Sri Badrinarayan
Agarwal, Graduate
promoter of the company from inception and established Spinning Units of the Group
in Commerce.
Companies as well as Company. He looks after the overall activities of the company
with the assistants of Joint Managing Director, Executive Directors of the company,
particularly the procurement of Cotton and other core activities of the Company.
2 Sri Rajender Kumar Rs. 28.41 Lacs. He is qualified Mechanical Engineer having more than 24 Years experience in Production,
Planning and Administration functions of the Company. He has been appointed from
Agarwal, B.E.
Mechanical
Joint Managing Director to Managing Director of the Company.
Recognition or awards :

Nil

Remuneration proposed :
It is proposed to pay the remuneration as proposed in the Resolutions at item Nos. 4&5 respectively.
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person
(in case of expatriates the relevant details would be w.r.t. the country of his origin):
Compared to the remuneration profile of position and person with respect to this industry and size, they are
entitled to the remuneration mentioned in the resolutions at Item Nos. 4&5
Pecuniary relationship directly or indirectly with the company, or relationship with the managerial
personnel, if any:
Sri Badrinarayan Agarwal Executive Chairman is the core promoter the of the Company . Sri Badrinarayan Agarwal,
Managing Director, and Sri Jeetender Kumar Agarwal, Executive Director and Sri Devender Kumar. Agarwal Whole
time Director of the company are the Sons of Sri Badrinarayan Agarwal, hence they are related to each other.
III.

Other information:
Reasons for inadequate profits
The company could not earn substantial profits due to increase in cost of raw material, high cost of power and
labour attrition and high absenteeism.
The Company has taken all steps to increase the profitability of the Company. Textile sector is going through tough
competition and has pruned gross margins due to unhealthy competition.
Steps taken or proposed to be taken for improvement
Company has taken various policies to control and ensure labour force adequately. Company is proposing to
modernise various old machinery which are less productive. Company is also planning to exapand its medical textile
division for manufacture of cotton pads, cotton buds, cotton balls as part of forward integration. With the above
objective, company proposes to invest around Rs. 4 Crores during the financial year 2014-15. The above measures
will go a long way in achieving the growth objective towards production and to improve bottom line.
Expected increase in productivity and profits in measurable terms.
Company is poised to increase turnover by around 10% and the company is expected to achieve reasonable profits.
Board of Directors recommends the resolutions stated at Item Nos. 4 & 5 of the Notice for your approval.
Except Sri. Badrinarayan Agarwal, Executive Chairman, Sri. Rajender Kumar Agarwal Managing Director and
Sri. Jeetender Kumar Agarrwal, Executive Director and Sri Devender Kumar Agarwal, Whole time Director and

12

their relatives to the extent of their shareholding,


no other Director / Key managerial personnel/their
relatives of the Company is interested / concerned
financially or otherwise with the above resolutions.
Item Nos. 6, 7, 8 & 9
The Company had, pursuant to the provisions of clause
49 of the Listing Agreement entered with the Stock
Exchange, appointed Sri R. Surender Reddy, Sri Surender
Kumar Agarwal as Independent Directors at various
times, in compliance with the requirements of the clause.
During the year under review Sri Pankaj Goel & Sri Manish
Gupta have been appointed by the Board of Directors
as additional directors in terms of Section 161 of the
Companies Act of 2013. In terms of the said section Sri
Pankaj Goel & Sri Manish Gupta shall hold office upto the
ensuing Annual General Meeting of the Company.
Notice in writing under Section 160 of the Act has
been received form a member signifying his intention to
propose Sri Pankaj Goel & Sri Manish Gupta as Directors
of the Company along with the requisite amount of
deposit as required under the provisions of Section 160
of the Companies Act 2013 which will be refunded to the
member if Sri Pankaj Goel & Sri Manish Gupta are elected
as Directors
Pursuant to the provisions of section 149 of the
Companies Act, 2013 which came into effect from April
1, 2014 every listed public company is required to have at
least one-third of the total number of directors (50% of
the total no. of directors should be independent directors
as per revised clause 49 of the listing agreement of BSE
Limited) as independent directors, who are not liable to
retire by rotation.
Sri Surender Reddy, Sri Surender Kumar Agarwal,
Sri Pankaj Goel and Sri Manish Gupta non-executive
directors of the Company, have given a declaration to
the Board that they meet the criteria of independence as
provided under section 149(6) of the Act, in the opinion
of the Board, each of these directors fulfill the conditions
specified in the Act and the Rules framed there under
for appointment as Independent Director and they are
independent of the management.

at the Registered Office of the Company during normal


business hours on any working day, excluding Saturday.
The Board recommends the above the resolutions for the
approval of members .
A brief profile of the Independent Directors to be
appointed is given below.
Item No.6
SRI R SURENDER REDDY
Sri R Surender Reddy has wide experience in business and
politics. He was a Member of Parliament for four terms
and was also a Member of Legislative Assembly (Andhra
Pradesh) for four terms. He was also on the Boards of
Andhra Bank and A.P. State Financial Corporation. He has
been the Chairman of Hyderabad Race Club for several
years and is very well known in corporate circles.
The recently enacted Companies Act, 2013 read with the
amended Corporate Governance norms as prescribed
by SEBI provide that a Listed Company shall appoint
Independent Directors for a term of five consecutive
years on the Board of a Company who shall be eligible
for re-appointment on passing a special resolution by
the Company and disclosure of such appointment in
the Boards report. The Independent Director shall also
not be liable to retire by rotation during his tenure of 5
years. The Independent Director shall also abide by the
provisions set out in Schedule IV to the Companies Act,
2013.
Sri R Surender Reddy satisfies the conditions prescribed
in the Act and the Corporate Governance norms and the
Board recommends his appointment to the members of
the Company.
Names of the companies in which he is a Director.
1.

Suryalata Spinning Mills Limited.

2.

Hyderabad Race Club Ltd.

3.

Suryalakshmi Cotton Mills Ltd.

4.

Surana Ventures Ltd.

In compliance with the provisions of section 149 read


with Schedule IV of the Act, the appointment of these
directors as Independent Directors is now being placed
before the Members for their approval.

5.

Bhagyanagar India Ltd.

6.

Lakshmi Finance & Industries Corpn. Ltd.

7.

Suryajyoti Spinning Mills Ltd

The terms and conditions of appointment of the above


Directors shall be open for inspection by the Members

No. of shares held by Sri R Surender Reddy in the


Company is 1000.
13

Except Sri R Surender Reddy, None of the other directors


/key Managerial Personnel of the Company / their relatives
is in way concerned or interested, financially or otherwise
in the above resolutions.
Item No. 7
SRI SURENDER KUMAR AGARWAL
Sri Surender Kumar Agarwal , Graduate in commerce
has industrial experience of more than a decade . He is a
promoter Director of Nikhil Granites (P) ltd and has been
successfully running this company for the last 10 years.
He is also Managing Director of Smartech Marketing pvt
ltd.He is a member of Audit committee ,Nomination &
Remuneration committee and Stakeholders Relations
Committee of Suryavanshi Spinning mills ltd
Names of the companies in which he is a Director.
1.

Sheshadri Industries Ltd

2.

Aananda Lakshmi Spinning Mills Ltd.

3.

Nikhil Granites (P) ltd

4.

Smartech Marketing pvt ltd

And he does not hold any shares in the company as on


31st March,2014
Except Sri Surender Kumar Agarwal, None of the other
directors/key Managerial Personnel of the Company/ their
relatives is in way concerned or interested, financially or
otherwise in the above resolution.
Item No. 8
SRI PANKAJ GOEL
Sri. Pankaj Goel is a Graduate in commerce having more
than 28 years of rich and varied experience in the industry
particularly in the manufacture of PVC Pipes /HDPE / PP
Woven Sacks.
Names of the other Companies in which he is a
Director.
1.
Pankaj Capfin Private limited,
2.
Pankaj Strips Private limited,
3.
Pankaj Tubes private Limited,
4.
Aman Tubes Private Limited,
5.
Pankaj Polypack limited,
6.
Dhanalakshmi Plastics Private Limited,
7.
Suryavanshi Spinning Mills Limited
and
8.
Pankaj Polytec Private limited.
14

Considering his industrial experience and finance


background the Board appointed him as an independent
Director subject to approval
Sri Pankaj Goel is also member of Audit Committee,
Nomination & Remuneration Committee. He does not
hold any shares of the Company as on 31.03.2014.
Except Sri Pankaj Goel , None of the other directors key
Managerial Personnel / their relatives of the Company is
in way concerned or interested, financially or otherwise
in the above resolution.
Item No.9
SRI MANISH GUPTA
Sri Manish Gupta, Commerce Graduate has vast
experience in the Civil & Construction activities. He
has successfully completed construction of projects of
Commercial, Industrial and Residential nature Villas for
Advantage Raheja Group at Shamirpet, Villas for Babu Khan
Properties at Kokapet, Industrial RCC shed for Pankaj
Polytec, Villas for CSK Realtors, Residential Apartments
for Maruti Rich Ventures, Villas for Sri Sai Constructions at
Narsingi, Industrial Shed for VinsBiotec at Thimmpur. He
is also director of the following companies.
1.
BMG Constructions Private Limited
2.
Sheshadri Power and Infrastructure Private Limited
3.
Sixth Sense Learning Strategies Private Limited
4.
Aananda Lakshmi Spinning Mills Limited
5.
Sheshadri Industries Limited
6.
Suryavanshi Spinning Mills Limited
Considering his industrial experience and finance
background the Board appointed him as an independent
Director subject to approval
Except Sri Manish Gupta , none of the other directors key
Managerial Personnel / their relatives of the Company is
in way concerned or interested, financially or otherwise
in the above resolution.
He does not hold shares in the Company as on 31.03.2014
Item No. 10
Since the incorporation of the Company in 1978, the
Companys Articles of Association have undergone
several changes. Many of the provisions contained in the
articles are not in conformity with the new provisions of
the Companies Act, 2013, and your Directors consider it
desirable to take this opportunity of adopting new Articles
of Association which would not only be in conformity with

the provisions of the new Act and the various Rules made
there under but also with the requirements of the Stock
Exchanges with which the Companys shares are listed.
The new Articles of Association to be substituted in
place of the existing Articles of Association are based on
Table F of the Act which sets out the model Articles of
Association for a Company limited by shares. Shareholders
attention is invited to certain salient provisions in the new
draft Articles of Association of the Company viz :
a)
Companys lien now extends also to bonuses
declared from time to time in respect of shares
over which lien exists ;
b)
the nominee(s) of a deceased sole member are
recognized as having title to the deceaseds interest
in the shares ;
c)
new provisions relating to appointment of Chief
Executive Officer and Chief Financial Officer, in
addition to manager and Company Secretary ;
d)
existing articles have been streamlined and aligned
with the Act ;
A copy of the draft of the new Articles of Association is
available for inspection of the members at the Companys
Registered Office on any working day during business
hours.
None of the Directors / Key Managerial Personnel / their
relatives are interested in the item no.10 of the Notice.
The Board commends the Special Resolution set out at
item no.10 of the Notice for approval by the shareholders.
Item No. 11 & 12
The Company in the 29 Annual General Meeting
held on 26.09.2008 has passed an ordinary resolution
under Section 293 (1)(d) of the Companies Act, 1956
empowering the company to borrow over and above
the aggregate of paid up capital and free reserves (apart
from temporary loans obtained from the companies
bankers in the ordinary course of business) provided that
the total amount of such borrowings together with the
amounts already borrowed and outstanding at any point
of time shall not be in excess of rupees Rs.500 crores.
The recently enacted Companies Act, 2013 now requires
under Section 180(1)(c) of the Companies Act, 2013 that
such power can be exercised by Board only with the
consent of the company with a special resolution.
Accordingly members approval is being sought to borrow
money of Rs.200 crores over and above the aggregate of
paid up capital and free reserves (apart from temporary
loans obtained from the companies bankers in the
ordinary course of business).

As the company demerged its yarn unit situated in


the state of Madhya Pradesh together with Garments
Divisions in the state of Telangana into and vested with
Sheshadri Industries Limited and Yarn unit at Bhongiri,
Telangana into Aanandalakshmi Spinning Mills Ltd and
retaining the residual business units with the Company.
The Company may be required to create separate
charges and mortgages infavour of the Banks and
Financial Institutions to the extent of the secured loans
apportioned to the company consequent to the sanction
of Scheme of Arrangement sanctioned by Honble High
Court at Hyderabad.
As the documents to be executed between the lenders/
security holders/trustees for the holders of the said
securities and the company may contain provisions to
charge/dispose of substantial assets of the Company in
certain events, it is necessary to pass a resolution under
Section 180(1)(a)of the Act, for creation of charges/
mortgages/hypothecations for an amount not exceeding
200 crores. Mortgage of a property prima-facie is not
a disposition of the undertaking and hence provisions
of Section 180 (1) (a) is not applicable as per circular
letter no 8/19 (292)/64-PR dated 21st July 1964. On the
requirement of banks / institutions we are seeking your
approval. The above proposals are in the interest of the
Company and the Directors recommend the resolutions
for approval by the Members.
None of the Directors and/or Key Managerial Personnel
of the Company and their relatives is concerned or
interested financially or otherwise in the resolution.
Item No. 13
Section 148 of the recently enacted companies Act, 2013
read with Rule 14 of Companies (Audit & Auditors) Rules,
2014 provides for the appointment and the remuneration
of the Cost Auditor for the audit of the cost records of the
company by the Board and the remuneration of the Cost
Auditor to be ratified by the members of the company.
The appointment of Ms. Aruna Prasad, Cost Accountant
has been approved by Board of Directors as Cost
Auditor for carrying out cost audit on the cost records
maintained by the company for the year 2014 15 on a
remuneration of Rs. 25000/- plus out of pocket expenses.
The ratification by the members to this remuneration is
being sought in this resolution. The Board recommends
the resolution for the approval of the members.
None of the Directors / Key Managerial Personnel / their
relatives of the Company are interested in this resolution.
15

Item No. 14
Members at the 33 rd Annual General Meeting of the
company reappointed Sri Jeetender Kumar Agarwal as
a Executive Director for a period of three years at a
remuneration of Rs. 140000/- + usual benefits.
Scheme of Arrangement by way demerger was sanctioned
by Honble High Court at Hyderabad, and on completion
of demerger formalities , Sri Jeetender Kumar Agarwal
has been appointed as Managing Director of Sheshadri
Industries Ltd (Resulting Company-2) .w.e.f.03.09.2014
on a remuneration of Rs 165000/- + usual benefits.
In terms of the provisions of section 203 and schedule
V of the Companies Act, 2013(Act) where a managerial
personnel is employed in more than one company he shall
draw remuneration subject to ceilings provided in the
Companies Act,2013. Since Services of Sri Jeetender
Kumar Agarwal is required in the company as executive
director , it would be in the interest of the Company
that he should continue as executive director without
however drawing any remuneration from the Company
to comply with the provisions of the Act . The Resolution
seeks to vary the terms of appointment of Sri Jeetender
Kumar Agarwal accordingly. The Board recommends
the Resolution for the approval members.
Except Sri Jeetender Kumar Agrwal himself, and Sri
Badrinarayan Agarwal, Executive Chairman, Sri.Rajender
Kumar Agarwal, Managing Director and Sri Devender
Kumar Agarwal, Whole time Director being relatives and
relatives of the above referred Directors to the extent of
their shareholding , no other Director / Key managerial
personnel / their relatives of the Company is interested
/ concerned financially or otherwise with the above
resolutions
Item No. 15
Members at the 33rd Annual General Meeting of the
company reappointed Sri Devender Kumar Agarwal as
Whole time Director for a period of three years at a
remuneration of Rs. 140000/- + usual benefits.
Scheme of Arrangement by way demerger was sanctioned
by Honble High Court at Hyderabad, and on completion
of demerger formalities , Sri Devender Kumar Agarwal
has been appointed as Managing Director of Aananda
Lakshmi Spinning Mills Ltd (Resulting Company-1) w.e.f.
03.09.2014 on a remuneration of Rs 140000/- + usual
benefits.
In terms of the provisions of section 203 and schedule
V of the Companies Act, 2013(Act) where a managerial
personnel is employed in more than one company he shall
draw remuneration subject to ceilings provided in the
Companies Act,2013. Since Services of Sri Devender
Kumar Agarwal is required in the company as whole
16

time director , it would be in the interest of the Company


that he should continue as whole time director without
however drawing any remuneration from the Company
to comply with the provisions of the Act . The Resolution
seeks to vary the terms of appointment of Sri Devender
Kumar Agarwal accordingly. The Board recommends the
Resolution for the approval members.
Except Sri. Devender Kumar Agarwal himself, and Sri
Badrinarayan Agarwal, Executive Chairman, Sri.Rajender
Kumar Agarwal, Managing Director and Sri Jeetender
Kumar Agarwal, Executive Director being relatives and
relatives of the above referred Directors to the extent of
their shareholding , no other Director / Key managerial
personnel / their relatives of the Company is interested
/ concerned financially or otherwise with the above
resolutions.
Item No. 16
As per section 181 of the Companies Act,2013 the
Directors of the Company can contribute to bonafide,
charitable and other funds to an amounts not exceeding
5% of its average net profits for the three immediately
preceding financial years. The Company is required to
spend amounts for social, phylanthraphic, charitable
purposes and also for the rural development surrounding
the factories etc.,
The Company being a responsible corporate citizen is
expected to spend amounts for the development of the
neighbourhood of the factories. In view of the above and
to increase in the business and activities of the company,
the company may be required to contribute amounts to
bonafide, charitable and other funds and organizations
in excess of the 5% of its average net profits for the
three immediately preceding financial years and would
therefore attract the provisions of section 181 of the
Companies Act,2013 .The proposed resolution seeks to
now to authorize the Board of Directors to make such
contributions/ expenditure up to a limit of Rs 5,00,000/- in
a financial year.
The Board recommends the resolution for the approval
of the members.
None of the Directors and/or Key Managerial Personnel
of the Company and their relatives is concerned or
interested financially or otherwise in the resolution.
By order of the Board
For Suryavanshi Spinning Mills Limited
B.R.S.Reddy
Vice-President (Corporate Affairs) &
Company Secretary
Place : Secunderbad
Date:03.09.2014

share of of Rs 10/- each fully paid up of Aananda


Lakshmi spinning Mills Ltd (Resulting Company
-1) have been allotted to the shareholders of the
Company for every 100 equity shares held in the
Company . Pusuant to demerger and consequent
to capital reduction / reorganization, 37 equity
share of Rs 10/- each fully paid up of the Company
were allotted for every 100 existing equity shares
of the company. The paid up capital of the company
stands reduced from Rs. 13,26,64,230 divided
into 1,32,66,423 equity shares of Rs. 10/- each
to Rs. 4,90,85,760 divided into 49,08,576 equity
shares of Rs. 10/- each The shares of Suryavanshi
spinning Mills ltd continue to be listed and shares
of Sheshadri Industries Ltd and Aananda Lakshmi
spinning Mills Ltd will be listed on the BSE Limited .

DIRECTORS REPORT
Dear Shareholders,
We have pleasure in presenting the 35th Annual Report
on the business and operations of Company and Financial
Results for the year ended 31st March, 2014 .
1.A. RESTRUCTURING OF THE COMPANY
With a view to ensure have focused growth and to
have economies of scale in the respective areas of
operations the Company had formulated Scheme
of Arrangement by way of demerger between
Suryavanshi Spinning Mills Ltd, Aananda Lakshmi
Spinning Mills Ltd and Sheshadri Industries Ltd and
their respective members and creditors . Honble
High Court at Hyderabad vide its Order dated
30th July 2014 sanctioned the above scheme of
arrangement in accordance with the provisions of
sections 391-394 of the companies Act,1956 and
section 2(19AA) of the Income tax Act,1961 . The
said Orders of the Honble High Court were filed
with Registrar of Companies,at Hyderabad on
August 21, 2014 (Effective Date).The Appointed
Date for the Scheme for Arrangement was April 1,
2013. Accordingly, Yarn Unit at Bhongir together
with 4 acres of land with temporary structures in
Survey Nos 558 and 560 situated at Aliabad village,
Medchal Taluq, Shameerpet Mandal, Rangareddy
District, Telangana of the company was transferred
to and vested into Aananda Lakshmi Spinning Mills
Limited (ALSML) and Yarn Unit at Rajna, Madhya
Pradesh and Garment Units at Aliabad and Bhongir,
in the state of Telangana of the Company were
transferred to and vested into Sheshadri Industries
Limited (SIL). On a going concern basis and the
Appointed Date for the scheme was 01.04.2013.

2.

Financial Results
Turnover Revenue
Gross profit before financial
charges & Depreciation
Less: Depreciation
Financial charges
Profit / (Loss) Before
Taxation
Tax for Earlier years
Profit / (Loss) after taxation
3.

The Demerger is expected to unlock and maximize


value to the share holders of Suryavanshi spinning
Mills ltd, Sheshadri Industries Ltd and Aananda
Lakshmi spinning Mills Ltd through focused
operations of all the three Companies .
SHARE CAPITAL
In terms of the Scheme of Arrangement, 37 equity
share of Rs 10/- each fully paid up of Sheshadri
Industries Ltd (Resulting Company -2)and 26 equity

2013-2014

2012-2013

11443.71

27406.12

780.36

56.80

289.15
481.50

726.45
880.72

9.71

(1550.37)

0.00
9.71

5.27
(1555.64)

OPERATIONS
Company achieved Total Revenue of Rs. 114.44
Crores (including Other Income of Rs. 1.51 crores)
and achieved a profit of Rs. 0.10 Crores for the Year
ended 31st March, 2014 for the residual business
consisting of yarn unit and Medical Textiles division
at Alaibad, RR disritct,Telangana i.e. excluding the
operations of yarn unit at Rajna together with
Garments divisions in the state of Telangana and
Yarn unit at Bhongir, Telangana consequent to the
scheme of demerger approved by Honble High
Court at Hyderabad. Since it is the first report
subsequent to Demerger previous years figures
are not comparable.

The company shall continue to retain the residual


business of yarn unit and Medical textile unit at
Aliabad, Shameer pet mandal R.R. District in the
state of Telangana.

B.

(Rs. in Lakhs)

FINANCIAL RESULTS

4.

DIVIDEND
In view of the in sufficient profits for the year
under review, the Board is unable to recommend
dividend.
17

5.

right from the stage of planning for implementation


of all new major expansion projects to incorporate
the necessary measures to minimize adverse
environmental impact.
All manufacturing facilities have obtained
environmental clearance from the Pollution
Control Board concerned and are in compliance
with all current environmental legislation. As an
integral part of its environment protection drive,
the Company ensures the very minimum quantity
of generation of waste, low emission levels and
low noise pollution levels during operations of all
manufacturing facilities.

EXPORTS
During the year under review the companys
exports were Rs. 26.89 Crores.

6.

EXPANSION & MODERNISATION


Modernization and technological up-gradation
programs continue in the Company to maintain
competitiveness and achieve better quality.
Company plans to modernize by adding balancing
equipment with a capital cost of about Rs. 4 Crores.
Stringent cost control measures remain in place in
all possible areas and are regularly reviewed.

7.

FUTURE OUTLOOK.
The performance of the Company has improved
over last year since the company has taken various
measures in Human Resources policies like
ensuring attendance of labour force adequately.
The prospects of the company is expected to be
promising with the expected stability of cotton
prices and the benefits of the ongoing modernization
and expansion schemes will be accruing from the
current year.

8.

CORPORATE GOVERNANCE:
A separate report on Corporate Governance
is enclosed as a part of this Annual Report. A
certificate from the Auditors of the Company
regarding compliance with Corporate Governance
norms stipulated under Clause 49 of the Listing
Agreement is annexed to the Report on Corporate
Governance.

9.

ENVIRONMENT
AND
POLLUTION
CONTROL:
Company continues to give top priority to
maintenance and performance improvement of all
pollution abatement facilities like effluent treatment
plants, air emission control and waste disposal
facilities at its manufacturing plants. As far as
possible rainwater harvesting and treated effluent
recycling is being carried out at manufacturing
plants to reduce dependence on water from other
natural resources. Training, awareness and learning
have been always at the forefront of Companys
journey to become world class in environmental
performance. It has inculcated the habit to be
in harmony with nature and in this context,
afforestation, maintenance of green belts and
gardens, and reuse of treated water in horticulture
activities are routine practices. Environment impact
assessment and risk analysis have been performed

18

10.

DIRECTORS
Pursuant to provisions of the Companies Act, 1956,
Sri Jeetender Kumar Agarwal (DIN 0041946) and
Sri R.Surender Reddy (DIN 0008372), Directors will
retire at the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment.
Sri. Pankaj Goel (DIN 00010059) and Sri Manish
Gupta (DIN 00526638) were appointed as an
additional Directors who are holding office till the
date of ensuing Annual General Meeting. A member
proposed their appointment at the ensuing Annual
General Meeting.
In terms of the Companies Act, 2013 all the
Independent Directors Sri R. Surender Reddy,
Sri Surender Kumar Agarwal (DIN 00281576), Sri
Pankaj Goel and Sri Manish Gupta are proposed to
be appointed as independent Directors for a term
of 5 years, not liable for retirement by rotation.
The necessary Resolutions for obtaining the
approval of Members for the re-appointment of
Sri Badrinarayan Agarwal (DIN 00042123) and
Sri Rajender Kumar Agarwal (DIN 0041892)
as Executive Chairman and Managing director
respectively have also been included in notice for
the ensuing Annual General Meeting Members
approval is sought for the above appointments of
Directors.
Brief resume of the Directors retiring by rotation,
independent Directors nature of their expertise
in specific functional areas and names of public
companies in which they hold directorships as
stipulated under clause 49 of the listing agreement
with the Stock Exchange are given on Corporate
Governance elsewhere in the Annual Report.
The Board regret to record that Sri Akkineni
Nageswara Rao Director who had been associated
with the company for morethan 22 years passed

away on 22.01.2014. Board places on record its


condolences for the sad demise of Sri A. Nageswara
Rao and places on record its appreciation for the
valuable services and guidance rendered by Sri A.
Nageswara Rao during the tenure of his term.
11.

12.

13.

14.

iv.
15.

AUDITORS:
The Statutory Auditors of the Company, M/s.
Brahmayya & Co, Chartered Accountants,
Hyderabad will retire at the conclusion of ensuing
Annual General Meeting and are eligible for
reappointment.
AUDITORS REPORT:
The Auditors Report to the Shareholders does not
contain any reservation, qualification or adverse
remark.
COST AUDITORS:
Pursuant to the provisions of Section 148 of the
Companies Act, 2013, Ms.K.Aruna Prased cost
Accountants (Membership No.11816), were
appointed as Cost Auditor to submit the reports
to the Central Government. The reports for the
year 2012-13 were submitted on 27.09.2013 (Due
date 27.09.2013) and for the year 2013-14 will be
submitted on or before due date.
DIRECTORS RESPONSIBILITY STATEMENT:
On the basis of compliance certificates received
from the concerned executives of the respective
Divisions of the Company and subject to disclosures
in the annual accounts, as also on the basis of
the discussion with the Statutory Auditors of the
Company from time to time,
The Board of Directors of the company confirms:
i.
that in the preparation of the annual accounts,
the applicable accounting standards has been
followed and there has been no material
departures:
ii.
that selected accounting policies were
applied consistently and Directors 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 31st
March,2014 of the profit of the Company for
year ended on that date;
iii.
that proper and sufficient care has been
taken 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, if any;

The Annual Accounts have been prepared on


a going concern basis.

CONSERVATION
OF
ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A statement under section 217 (1) (e) of the
Companies Act,1956 read with the Companies
(Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 giving details of conservation
of energy, technology absorption, foreign exchange
earnings and outgo, is annexed and marked
Annexure A and forms part of this Report.

16.

DEPOSITS
The company has not invited/accepted deposits
from the public.

17.

PARTICULARS OF 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) Rules,1975
and hence the prescribed information is not
required to be given.

18.

CASH FLOW ANALYSIS:


In conformity with the provisions of clause 32 of
the Listing Agreement the Cash Flow Statement for
the year ended 31.03.2014 is annexed hereto.

19.

APPRECIATION:
The Board of Directors is pleased to place on
record their appreciation of the co-operation and
support extended by All India Financial Institutions,
Banks and various State and Central Government
Agencies.
The Board would also like to thank the Companys
shareholders, customers, suppliers for the support
and the confidence which they have reposed in
the management. The Board place on record
its appreciation of the contribution made by
the employees at all levels for their hard work,
solidarity, co-operation and support.
For and on behalf of Board of Directors

Place : Secunderabad
Date: 03rd September, 2014

(B.N. AGARWAL)
Executive Chairman
19

ANNEXURE - I

ANNEXURE TO DIRECTORS REPORT


Details as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 read with
clause (e) of Subsection (1) of Section 217 of the Companies Act, 1956.
A.

CONSERVATION OF ENERGY
(a)

Energy conservation measures taken:


An energy audit was under taken by a firm of consultants to improve upon the energy conservation measures.
The recommendations from the audit were implemented.

(b)

Additional investments and proposals, if any, being implemented for reduction of consumption of energy Nil

(c)

Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on
the cost of production of goods.
The above measures have reduced the cost of production.

(d)

Total energy consumption and energy consumption per unit of production as per Form A is given below
FORM A
Form for disclosure of particulars with respect to conservation of energy
A.

Power & Fuel consumption


1.
ELECTRICITY
a)
Purchased
Units (000)Apcpdcl
Total amount (Rs. lakhs)
Rate / Unit (Rs.)
Units (000)Private(IEX)
Total amount (Rs. lakhs)
Rate / Unit (Rs.)
FSA Charges (Rs. lakhs )
b)
Own Generation
i)
Through Generator (LDO/HSD/FO)
Units Nos.
Unit per liter of Diesel Oil
Cost / Unit (Rs.)
ii)
Through Steam Generation Turbine / Generator
2.
COAL (Tonnes) (Specify the quality and where used) (E/F Grade,
Process)
3.
Furnace Oil
4.
Others / Internal Generators (Please give details)

Consumption per kg. of production


Electricity (No of units)
Furnace oil
Coal (specify quality)
Others (Specify)
B.

TECHNOLOGY ABSORPTION
(e)

20

Efforts made in technology absorption as per Form B :

Standards (if any)


-

2013-14

2012-13

15144090
984.44
6.50
2732860
165.06
6.04
12.48
-

45114200
2339.19
5.19
6639490
477.56
7.19
754.43
190309.82
10.14
47

1108.95

872.44

N.A
N.A

N.A
N.A

2013-14
2.14
-

2012-13
2.86
-

FORM - B
Form of disclosure of particulars with respect to technology absorption
A.

Research and Development (R&D):

1.

Specific areas in which R & D carried out by the Company. : The Company is having R & D in introduction and
development of value added products.

2.

Benefits derived as a result of the above R&D

: New value added products were developed.

3.

Future plan of action

: To further develop more value added products and


improve the quality of the products.

4.

Expenditure on R & D

: Expenditure on in-house Research and Development


was not incurred during the year under review.

i)
ii)
iii)

B.

Capital
Recurring
Total
Total R & D expenditure as a
percentage of total turnover

NA

Technology absorption, adaptation and innovation

1.

Efforts, in brief, made towards technology absorption, : The Company had adapted indigenous technology
adaptation and innovation
and innovated upon the same.

2.

Benefits derived as a result the above efforts, e.g., : Product improvement, increase in yield, production
improvement, cost, reduction, product development,
of high value added products.
import substitution, etc.

3.

In case of imported technology (imported during the last : No technology has been imported during last five
years.
5 years reckoned from the beginning of the financial year)
following information may be furnished.
(a)
(b)
(c)
(d)

C.

Technology imported
Year of import
Has technology been fully absorbed
If not fully absorbed, areas where this has not taken
place, reasons therefor and future plans of action

:
:
:
:

Nil
Not applicable
Not applicable
Not applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO :


a)

Activities relating to exports; initiatives taken to : Exports of the company amounting to Rs. 26.89
increase exports; development of new export
crores to various countries like Chile, Uruguay,
markets for production and service and export
Mexico, Russia, Malaysia, Tunsia, Turkey, Poland,
plans.
Germany, Holand & Autralia have been made. The
Company is exploring new markets for export of
its products.

21

(B)

Rs.Lacs

TOTAL FOREIGN EXCHANGE USED AND EARNED


2013-2014
(i)

ii)

Foreign Exchange Earned :


FOB Value of Exports
CIF Value of Exports
Foreign Exchange used:
Commission on exports
b)
Foreign Travel Expenses
c)
Raw material
d)
Plant & Machinery
e)
Spare Parts

2012-13

2592.29
2689.53

5621.75
6121.56

26.50
9.60
0.34

39.55
29.82
766.56
919.6
45.62

For and on behalf of the Board of Directors


(B.N. Agarwal)
Executive Chairman
Place : Secunderabad
Date: 03rd September, 2014

22

MANAGEMENT DISCUSSION ANALYSIS


FORMING PART OF THE ANNUAL
REPORT DISCUSSES BELOW THE FOLLOWING MATTERS WITH REFERENCE TO THE
COMPANYS CORE BUSINESS VIZ., YARN AND MEDICAL TEXTILES PRODUCTS
1.

INDUSTRY STRUCTURE, DEVELOPMENT


AND PRODUCT WISE PERFORMANCE
The Company is in the business of manufacturing
of Polyester, polyester-viscose Blended Yarns and
Medical Textiles Products at Aliabad, Shameerpet
Mandal, Ranganreddy District, in the state of
Telangana, catering to both domestic and the
export markets.
Textile Industry has an overwhelming presence in
the economic life of the country. It contributes about
14% to industrial production 4% to the GDP and
17% to the countrys foreign exchange earnings,
and is the largest employer, next only to agriculture
providing direct employment to about 35 million
people. The Indian textiles industry is extremely
varied, with the hand-spun and hand-woven
sector at one end of the spectrum, and the capital
intensive, sophisticated mill sector at the other. The
decentralized power looms / hosiery and knitting
sector form the largest section of the Textile sector.
The yarn industry comprises 3102 mills (including
SSI) with installed spindleage of about 48.66 million.
Three Fourths of the production in the spinning
industry is from the private sector and the balance
from the Cooperative / Public Sector units.

Kg in financial year 2014, a 9.6% increase. Blended


yarn production has been estimated to increase by
96 Million Kgs. The share of cotton yarn production
under all spun yarns has increased from 71.6% to
73.5%. Blends share has shown a marginal decrease
while 100% non cotton yarns have also shown a
fall of 0.9 percentages.
4.

Man-made fibres(MMF)
Considering future GDP growth of 8% ,the
domestic demand for man-made fibres/filament
yarns is estimated at 3.9 billion kgs in FY15 and
about 6 billion kgs in FY20. Adjusting to this the
likely exports and imports of MMF, the overall
MMF requirement is estimated at 4.2 billion kgs
for FY 15 and 6.48 billion kgs for FY20.This implies
capacity additions of about 1.8 billion kgs (FY 15)
and 4.6billion kgs (FY20) ,which would require an
investment of over Rs. 90 billion (approximately
US$ 2 billion ) by FY 15 and Rs. 230 billion
(approximately US$ 5.1 billion) by FY20.

5.

OPPORTUNITIES AND THREATS,


RISKS AND CONCERNS
5.1
!""

2.

3.

INDIAN TEXTILE INDUSTRY


The Indian Textile Industry is set for strong growth,
buoyed by both strong domestic consumption as
well as export demand. Abundant availability of
raw materials such as , wool silk, jute and skilled
workforce has made India a sourcing hub.
The Industry includes production of flexible
packaging material for industrial, agricultural and
consumer goods. Indias technical textile Industry
is an emerging area for investments with good
growth opportunities..
PRODUCTION OF YARN
The provisional estimates show that the spun yarn
production has increased by 441 million kgs, an
increase of 11.9 percentages during financial Year
2013-14. The productions of cotton yarn yarn
have registered positive growth, but 100% non
-cotton spun yarn has shown marginal increase of
75% during the year. The estimates show that
the cotton yarn production has increased by 345
million Kgs from the level of production of 3583
million Kgs in financial year 2013 to 3928 Million

5.2
!""

!""

!""

!""

!""

6.

Opportunities:
The Government has addressed the
slowdown in textiles by proposing a debt
restructuring package and also taking various
initiatives. Favorable Government policies
are expected to derive the industrial revival
and growth in the country in the near future.
Threats:
High cost of raw materials and decline in
purchase power of people due to high
inflation.
Non availability of quality power and also
slow pace of development of infrastructure.
Pierce completion from countries like chine
and Bangladesh who produce cheap and
good quality goods .
Preferential tariff regimes for close
competitors in certain major markets.
Continuation of recessive trends for an
extended period will cast its long.

RISKS AND CONCERNS:


In 2013-14 double digit inflation has increased
23

rapidly and touched record highs. Usuallly, growing


inflation dampens consumer demand for house hold
goods, including textiles and apparels.If Inflation
contiunues to stay at such a level there is a risk
that domestic sales would be negatively impacted.
We suffer on an account of poor infrasture, high
transaction cost and unfavourable labour laws,
increased power cost and fuel cost, uncertainty
in the government policies, etc., Structural week
nesses need to be addressed particularly in the
wake of going threat from Chine and other
countries.
7.

OUT LOOK:
The economy is on the path of recovery and the
company expects good demand for its products in
domestic as well as international markets.
Your company believes that the completion in
the emerging markets will be met by developing
production system based on cost efficiency, high
productivity and maintaining stringent quality
parameters,etc. Availability of quality raw material
at competitive prices, uninterrupted quality power
supply and labour are the three critical inputs for an
industry. The company will give utmost priority to
maintain the above issues.

8.

INTERNAL CONTROL
THEIR ADEQUACY

SYSTEMS

AND

The Company has an adequate internal control


system commensurate with the size and
complexity of the organization. The Company has
undertaken a comprehensive review of all internal
control systems to take care of the needs of the
expanding size of the Company and also upgraded
the IT support systems. A system of internal audit
to meet the statutory requirement as well as to
ensure proper implementation of management
and accounting controls is in place. The Audit
Committee periodically reviews the adequacy of
the internal audit functions.
Material Developments in Human Resources /
Industrial Relations Front, including number of
people employed :
There are no material developments in the Human
Resources area. The industrial relations have been
generally satisfactory. The Company constantly
24

reviews the man power requirements and has


a properly equipped Department to take care of
the requirements. The total number of people
employed by the Company as on 03.09.2014 was
266 (subsequent to demerger).
9.

DISCUSSION
ON
FINANCIAL
PERFORMANCE OPERATIONS
The operations are pertaining the residual business
consisting of yarn and medical textile divisions at
Aliabad, RR.District ,Telangana after transferring
and vesting the business units of yarn unit at
Bhongir Nalgonda Dist, Telangana and Yarn unit at
Rajna , Madhya Pradesh along with Garment units
in the state of Telangana with Aananda Lakshmi
Spinning Mills Limited and Sheshardri Industires
Ltd respectievely consequent to the Scheme of
Demerger approved by Honble High Court at
Hyderabad on 30-07-2014 .
The Total Revenues for the year 2013-14 was at Rs.
112.93 Crores. Company achieved a profit of Rs.
0.10 Crores. The company during the year 201314 achieved a production of 51,13,121 kgs and
19,61,919 kgs of yarn and medical textiles products
respectively.

NOTE :
1.
Readers are advised to kindly note that the
above discussion contains statements about risks,
concerns, opportunities, etc., which are valid only
at the time of making the statements. A variety of
factors known/unknown, expected or otherwise
may influence the financial results. These statements
are not expected to be updated or revised to take
care of any changes in the underlying presumptions.
2.
Readers may therefore appreciate the context in
which these statements are made before making
use of the same.

CORPORATE GOVERNANCE REPORT


1.

Brief statement on Companys philosophy on code of governance.


Suryavanshis Corporate culture has meant working always proactively to meet the expectations of its customers,
shareholders, employees, business associates, the society at large and in complying with the dictates of the regulatory
frame work both in letter and spirit. The Company believes Corporate Governance is an effective instrument for
realisation of this corporate aim and accordingly endeavors to function with integrity in a transparent environment.

2.

BOARD OF DIRECTORS :
a)

Composition and category of directors as on 31.03.2014 / Number of other Board of Directors or Committees
of which Member / Chairman.

Name of the Director

Badrinarayan Agarwal
DIN No. 00042123

Category

No. of
No. of
other Board
other Board
Committees of Committees of
which Member which Chairman

Nil

Rajender kumar Agarwal Managing Director


DIN No. 00041892
Promoter/ Executive

Nil

Nil

R.Surender Reddy DIN Non-Executive


No.00083972
Independent

Jeetender Kumar Agarwal Executive Director


DIN No: 00041946
Promoter/ Executive

Nil

Nil

Devender Kumar Agarwal Whole time Director


DIN No: 00042156
Promoter/ Executive

Nil

Nil

Dr.A.Nageswara Rao *
DIN No.00013295

Non-Executive
Independent

Surender Kumar Agarwal Non-Executive


DIN No. 00281576
Independent

Nil

Nil

Pankaj
Goel
No.00010059

DIN Non-Executive
Independent

Manish
Gupta
No.00526638

DIN Executive
Non-promoter

Nil

Nil

Nil

G.Ganesh / **
DIN No:

Executive Chairman &


DirectorPromoter/
Executive

No. of other
Directorships in
Public Limited
Companies

IDBI Nominee Director

Till his demise on 22.01.2014.


**Up to 03.06.2013
25

b)

Attendance of each Director at the Board of Directors Meeting and the last Annual General
Meeting.
Names of Directors

Badrinarayan Agarwal
Rajender Kumar Agarwal
R.Surender Reddy
Jeetender Kumar Agarwal
Devender Kumar Agarwal
Dr.A.Nageswara Rao *
Surender Kumar Agarwal
Pankaj Goel **
Manish Gupta (From 31.3.2014)
G.Ganesh. *** (Upto 3.6.2013)

No. of Board Meetings attended Attendance at the last Annual


during the period 1st April, 2013
General Meeting held on
to 31st March, 2014
28/09/2013
6
Present
5
Present
5
Present
6
Present
3
Absent
1
Absent
5
Present
3
Absent
Absent
1
Absent

** Appointed as an Additional Director w.e.f.28/11/2013.


*** IDBI has with drawn nomination of Sri Ganesh w.e.f. 3/6/2013.
*Till his demise on 22/01/2014.
No of Board of Director Meetings held, dates on which meetings were held, during the financial year 31st March,
2014, Six (6) Board Meetings were held on 7.5.2013, 11.8.2013, 7.10.2013, 22.10.2013, 6.1.2014 & 13.2.2014.
REAPPOINTMENT OF RETIRING DIRECTORS
As required by Clause 49 of the Listing Agreement on Corporate Governance particulars of the Directors being
reappointed are provided elsewhere in the Report..
3.

AUDIT COMMITTEE:
a.

Brief description of terms of reference


i.

Oversight of Companys financial reporting process and disclosure of financial information.

ii.

Review of financial statements before submission to Board.

iii.

Review of adequacy of internal control systems and internal audit functions.

iv.

Review of Companys financial and risk management policies.

b.

Composition, name of members and Chairperson

1.

Sri R .Surender Reddy

Chairman, Non-Executive & Independent

2.

Sri Jeetender Kumar Agarwal

Member, Executive & Promoter

3.

Sri Surender Kumar Agarwal

Member, Non-Executive & Independent

4.

Sri G. Ganesh **

Member, IDBI Nominee

5.

Sri Pankaj Goel*

Member, Non-Executive & Independent

** Sri Ganesh has been withdrawn as nominee of IDBI w.e.f. 3/6/2013 consequently he ceased to be member
of Audit Committee.
*Sri Pankaj Goel was appointed as Audit Committee member w.e.f. 6/1/2014.
6.

Meetings and attendance during the year


During the financial year March 31, 2014 - Five Audit Committee Meetings were held on 07.05.2013,
13.08.2013, 22.10.2013, 06.01.2014 and 13.02.2014.

26

Name

No. of the Meetings attended


4
4
5
2
1

R.Surender Reddy
Sri Jeetender Kumara AgarwalSri Surender Kumar Agarwal
Sri Pankaj Goel
Sri G.Ganesh
4.

REMUNERATION COMMITTEE
a)

Brief description of terms of reference.


To formulate a remuneration policy and approve the remuneration or revision in the remuneration payable to
the Executive Directors.

b)

Composition, Name of members and Chairperson

c)

1.

Sri R.Surender Reddy

Chairman Non-executive Independent

2.

Sri Surender Kumar Agarwal***

Member Non -executive Independent

3.

Sri Pankaj Goel ***

Member Non-Executive - Independent

4.

Sri G.Ganesh**

Member IDBI Nominee

5.

Sri Akkineni Nageswara Rao*


Member Non-Executive - Independent
*Till he demises on 22/1/2014
** IDBI has with drawn the nomination of Sri G.Ganesh and the Board of Directors of the company
w.e.f. 3/6/2013 and he ceased to be the member of the Remuneration Committee
*** Sri Pankaj Goel and Sri Surender Kumar Agarwal have been appointed as a Members of Remuneration
Committee w.e.f. 6/1/2014.

Attendance during the year


During the financial year ended March 31, 2014, two Remuneration Committee Meetings were held on
6.1.2014 and 13.2.2014.

d)

Remuneration policy
To periodically review the remuneration package of whole time Directors and recommend suitable revision
to the Board.

e)

Details of remuneration to all the Directors, as per format in main report.


(During 01.04.2013 to 31.03.2014)
Name

Badri Narayan Agarwal


Rajender Kumar Agarwal

Designation
Executive Chairman
Managing Director

Salary & Commission


(Rs.in lacs)
25.20
23.52

Perquisites
(Rs.in lacs)
3.00
2.80

Total
(Rs.in lacs)
28.20
26.32

Sitting Fees
Name

Designation

Amount (Rs.)

Sri R.Surender Reddy

Director

17500.00

Sri Surender Kumar Agarwal

Director

17500.00

Sri G.Ganesh

Director Nominee IDBI

3500.00

Sri Pankaj Goel

Director

7000.00

Dr. Akkineni Nageswara Rao

Director

3500.00
27

The Company does not have any stock option plan or performance linked incentive for the Executive Directors.
The appointments are made for a period of three years on the terms and conditions in the respective resolution
passed by the Members in the General Meetings, which do not provide for severance fees.
5.

6.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE :


a.

Name of Non-Executive Director heading the Committee


Sri Surender Kumar Agarwal

b.

Name and designation of Compliance Officer.


Sri B.R.S.Reddy, Company Secretary & Vice-President Corporate Affairs

c.

Number of Shareholders Complaints received so far.


No. of Complaints received for the 4th Quarter - NIL
No. of Complaints received for the Year ended 31st March 2014 22 Nos.

d.

Number not solved to the satisfaction of shareholders : NIL

e.

Number of pending share transfers : NIL

GENERAL BODY MEETINGS:


a)

b)

Location and time, where last three AGMs held.


Financial Year

Date

2010-2011

29/07/2011

Gayatri Gardens, Survey No.26, Sikh Village, Near Diamond 10.00 A.M.
Point Hotel, Secunderabad-500 003

Venue

Time

2011-2012

30/07/2012

Rajdhani Hall, First Floor, Lions Bhavan,


Behind LIC & HDFC Bank, Near Paradise Circle (West), 10.15 A.M.
S.D.Road, Secunderabad 500 003

2012-2013

28/09/2013

Gayatri Gardens, Survey No.26, Sikh Village, Near Diamond


Point Hotel, Secunderabad - 500 003

12.00
Noon

At the AGM held on 29.07.2011


No special resolutions were passed. At the AGM held on 30.07.2012
1.

Approving the re-appointment of Sri J.K.Agarwal, Executive Director for a period of three years on the
revised terms and conditions.

2.

Approving the re-appointment of Sri D.K.Agarwal, Whole Time Director for a period of three years on
the revised terms and conditions.

3.

Approving the revision in the remuneration payable to Sri B.N.Agarwal, Chairman and Managing
Director for the remaining period of his appointment from 30.05.2012 to 30.01.2014.

4.

Approving the revision in the remuneration payable to Sri R.K.Agarwal, Joint Managing Director for the
remaining period of his appointment from 30.05.2012 to 20.05.2015.

5.

Approval for keeping Register of Members, Index of Members and copies of Annual Returns along
with the copies of certificates and documents or any or more of them required to be annexed thereto
under Section 160 and 161 of the said Act, be kept at the office of the Companys Registrars and
Transfer Agents, M/s Karvy Computershare Private Limited, Plot No. 17-24, Vittalrao Nagar, Madhapur,
Hyderabad 500 081 w.e.f. 31st July, 2012 instead of being kept at the Registered Office of the Company.

At the AGM held on 20/9/2013.


No special resolutions were passed.
28

Postal Ballot:
At the ensuing Annual General Meeting there is no Item on the Agenda that requires approval through Postal
Ballot.
c)
d)

Whether Special resolutions were put through postal ballot during the financial year 2013-14, details of voting
pattern. No.
Whether any resolutions are proposed to be conducted through postal ballot.
No resolutions are proposed to be conducted through Postal Ballot at the ensuring Annual General Meeting
Provisions of Companies Act, 2013 regarding passing of resolutions through postal ballot shall be complied
with whenever necessary.

e)

Procedure for postal ballot.


Prescribed procedure shall be complied with whenever necessary.

7.

DISCLOSURES
a.

Disclosures on materially significant related party transactions i.e., transactions of the company of material
nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc., that may
have potential conflict with the interests of Company at large.

Related party disclosure


Related party disclosures as required by AS- I 8 are given under
Name of the Party
Transactions during the year
Key Management
Sri B.N.Agarwal, Chairman
Sri R.K.Agarwal, Managing Director
Sri J.K.Agarwal, Executive Director
Sri D.K.Agarwal, Whole time Director
Relatives
Mrs.Narbada Bai Agarwal
Mrs. Yamuna Devi Agarwal
Mrs. Meenal Agarwal
Mr. Rishikesh Agarwal
Associates
Fortune Eagle (Hk) Trading Limited

Relationship

(Figures in Lakhs)
Name of Transaction

Current Year Previous Year


31.03.2014 31.03.2013
Amount
Amount

a.

Key Management
Key Management
Key Management
Key Management

Remuneration
Remuneration
Remuneration
Remuneration

Wife of Sri B.N. Agarwal


Wife of Sri R.K. Agarwal
Wife of Sri J.K. Agarwal
Son of Sri R.K. Agarwal

Rent
Rent
Rent
Salary

Enterprise in which the Key management


personnel and relatives are interested
M/s. Suryalakshmi Cotton Mills Limited Enterprise in which the Key management
personnel and relatives are interested
M/s. Suryajyoti Spinning Mills Limited Enterprise in which the Key management
personnel and relatives are interested
M/s. Suryavanshi Industries Ltd
Enterprise in which the Key management
personnel and relatives are interested
M/s. Aananda Lakshmi Spinning Mills Enterprise in which the Key management
Limited
personnel and relatives are interested
M/s. Sheshadri Industries Limited
Enterprise in which the Key management
personnel and relatives are interested

28.39
28.41

26.41
26.42
26.25
26.16

6.00

1.60
1.60
1.60
6.00

Sale of garments

2101.10

Purchase of Raw Material

257.23

44.42
6.34
-

58.55
354.88
627.57

Purchase of Raw Material

210.70

0.00

Purchase of Raw Material

56.27

0.00

Purchase of Raw Material


Sale of Yarn and Raw material
Purchase of Raw Material

29

b.

c.

Payable as at 31.03.2014
M/s. Suryalakshmi Cotton Mills Limited Enterprise in which the Key management
personnel and relatives are interested
M/s. Suryajyoti Spinning Mills Limited Enterprise in which the Key management
personnel and relatives are interested
Receivable as at 31.03.2014
Sheshadri Power And Infrastructure Enterprise in which the Key management
Private Limited
personnel and relatives are interested
Suryavanshi Integrated Apparel Park Enterprise in which the Key management
Limited
personnel and relatives are interested
Venkateshwara Apparels
Enterprise in which the Key management
personnel and relatives are interested
M/s. Suryajyoti Spinning Mills Limited Enterprise in which the Key management
personnel and relatives are interested
Fortune Eagle (Hk) Trading Limited
Enterprise in which the Key management
personnel and relatives are interested
b.

Purchase of Raw Material

16.67

50.37

Purchase of Raw Material

5.24

59.50

116.87

2.40

2.40

3.57

Sale of Yarn

24.94

Sale of garments

318.82

Advance for Investment


Investment

CEO / CFO Certification


In terms of Clause 49(V) of the Listing Agreement, the Certificate duly signed by Managing Director and
Vice President (Finance) of the Company was placed before the Board of Directors along with the financial
statements for the year ended March 31, 2014, at its meeting held on 03.09.2014.

c.

Particulars of Cost Auditor :


Name

Ms. K Aruna Prasad


Cost Accountant
Membership No : 11816
Krishna, Plot 802/2, D.No.28, 64th Street, 10th Sector,
K.K. Nagar, Chennai 600 078 (TN)

Due date of filing Cost Audit Report for the year 2012 - 13
Actual date of filing the report

27/09/2013
:

27/09/2013

The Cost Audit Report for the relevant financial year viz 2013-14 will be filed within the prescribed time.
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange
or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. : NIL
d)

Details of compliance with mandatory requirements and adoption of non-mandatory requirements.


Mandatory requirements: All complied with.
Non-mandatory requirements :
The Board : The Board is headed by an Executive Chairman.

30

i.

Remuneration Committee : Please refer to the Clause 4 above.

ii.

Shareholder Rights : Half-yearly reports are not being sent to each household of shareholders as
shareholders are intimated through the press and the Companys Website www.suryavanshi.com.

iii.

Audit qualifications : There are no audit qualifications in the report.

iv.

Training of Board members : The Company shall work out a plan for training its Board members.

v.

Mechanism for evaluating non-executive Board members : Not yet evolved.

vi.

Whistle Blower Policy : Not yet established.

e)

8.

Shares held by Non-Executive Directors.


1.

Sri R Surender Reddy

1,000

2.

Dr. Akkineni Nageswara Rao

3.

Sri G.Ganesh

Nil

4.

Sri Surender Kumar Agarwal

Nii

5.

Sri Manish Gupta

Nil

6.

Sri Pankaj Goel

Nil

400

MEANS OF COMMUNICATION
a.

Quarterly results.
Quarterly report is not being sent to each household of shareholders as shareholders are intimated through
the press and the Companys Website www.suryavanshi.com

b.

Quarterly results are normally published in which newspapers


The Quarterly results are usually published in Business standard and Praja Shakti.

c.

Any website, where displayed : www.suryavanshi.com

d&e) Whether it also displays official news releases and the presentations made to institutional investors or to the
analysts.
The website shall be used for this purpose, when the occasion arises.
9.

GENERAL SHAREHOLDER INFORMATION


a)

AGM

Date, Time and Venue:

Date

30.09.2014

Time

10.00A.M.

Venue

Gayatri Gardens, Survey No.26, Sikh Village,


Near Diamond Point Hotel, Secunderabad-500 003

b)

Financial Year
1st April to 31st March following

c)

Date of Book Closure:29.09.2014 to 30.09.2014

d)

Dividend Payment Date: Not applicable

e)

Listing on Stock Exchanges & Stock Code


The Companys Shares are listed in the BSE Limited .
Name of the Stock Exchange
BSE Limited

f)

CODE
514140

Address
Phiroze Jeejeebhoy Towers, Dalal Street,
MUMBAI 400001

Market Price Data : High, Low during each month in last financial year and Performance in comparison to
broad based indices such as BSE Sensex, CRISIL index, etc.
31

THE STOCK EXCHANGE, MUMBAI


SHARE PRICE (Rs.)
SENSEX
HIGH
LOW
HIGH
9.45
8.15
19622.68
9.09
7.52
20,443.62
7.7
6.33
19,860.19
7.86
6.8
20.351.06
7
6.66
19,569.20
8.34
6.9
20,739.69
8
8
21,205.44
9
7.5
21,321.53
9.1
6.9
21,483.74
13.4
7.6
21,409.66
15.2
11.22
21,140.51
11.33
8.37
22,467.21

Month
April, 2013
May, 2013
June, 2013
July, 2013
August, 2013
September, 2013
October, 2013
November, 2013
December, 2013
January, 2014
February, 2014
March, 2014
g)

LOW
18,144.22
19,451.26
18,467.16
19.126.82
17,448.71
18,166.17
19,264.72
20,137.67
20,568.70
20,343.78
19,963.12
20,920.98

Registrar & Transfer Agents


Karvy Computershare Private Limited
Plot No.17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081, Telangana, India
Ph # 91 040 44655208

h)

Share Transfer System:


The share transfers are processed and the share certificates are returned to the shareholders within a
maximum period of 30 days from the date of receipt, subject to the documents being valid and complete in
all respects.

i)

Shareholding pattern as on 03.09.2014 (Subsequent to Demerger)


Particulars

No. of Shares
2850500
1411218
634082
425
258
0
12093
4908576

Promoters
Indian Public
Bodies Corporate
Banks & Financial Institutions
Mutual Funds
FIIs
Non Resident Indians

As on 3/09/2014

Distribution of shareholding
Nominal Value
Upto 5000
5001 10000
10001 20000
20001 30000
30001 40000
40001 50000
50001 100000
100001 and above
TOTAL
32

% of Holding
58.07
28.74
12.92
0.01
0.01
0.00
0.25
100

Holders
Number
% to Total
6408
93.93
187
2.74
103
1.51
36
0.53
17
0.25
11
0.16
31
0.45
29
0.43
6822
100.00

Amount
In Rs.
% to Total
4487570.00
9.14
1311530.00
2.67
1497910.00
3.05
872820.00
1.78
597540.00
1.22
497830.00
1.01
2132300.00
4.34
37688260.00
76.78
49085760.00
100.00

j)

Dematerialisation of shares and liquidity


The Companys shares are available for dematerialisation on both the Depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) 4247904 shares
amounting to 86.54 % of the Capital have been dematerialised by investors as on 31st March, 2014.
ISIN : INE431C01015
Address of Registrars for Dematerialistion of Shares.
Karvy Computershare Private Limited
Plot No. 17 to 24, Vittal Rao Nagar,
Madhapur, Hyderabad 500 081, Telangana, India
Ph # 91 040 44655208

k)

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely


impact on equity.
NOT APPLICABLE as the Company has not issued any of the above instruments.

l)

Plant Locations
Yarn & Medical Textiles Divisions
Aliabad, shameetpet Mandal
Medchal Taluq, Ranga Reddy district,
Telengana State.

m)

Address for correspondence :


i.

for transfer / dematerialisation of share, change of address of members and other queries relating to
the shares of the Company:
M/s. Karvy Computershare Private Limited
Plot No.17 to 24, Vittal Rao Nagar,
Madhapur, Hyderabad 500 081, Telangana, India
Ph # 91 040 44655208

ii.

any queries relating to dividend of earlier years & annual reports, etc.
The Company Secretary,
Suryavanshi Spinning Mills Limited,
6th Floor, Surya Towers, 105, S.P. Road,
Secunderabad 500 003. Telangana.
Phone No(s) : 040 - 30512700
Fax No : 040 - 30512725
Email ID : grievances@suryavanshi.com

The above report has been approved by the Board of Directors in their meeting held on 03.09.2014
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board members and Senior
Management Personnel have affirmed compliance with Suryavanshi Spinning Mills Limited Code of Conduct for the
year ended March 31, 2014.
for SURYAVANSHI SPINNNING MILLS LIMITED
Place : Secunderabad
Date : 03.09.2014

B.N. AGARWAL
Executive Chairman
33

Auditors Certificate on compliance of Corporate Governance


To the members of SURYAVANSHI SPINNING MILLS LIMITED, HYDERABAD.
We have examined the compliance of conditions of Corporate Governance by SURYAVANSHI SPINNING MILLS
LIMITED, for the year ended 31st March, 2014 as stipulated in Clause 49 of the listing agreement of the Company with
Stock Exchanges in India.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of
the Company.
In our opinion and to the best of our information and according to the explanations given to us, the Company has complied
with the conditions of Corporate Governance as stipulated in the above listing agreement.
We state that in respect of investor grievances received during the year ended 31st March, 2014, no investor grievances
are pending against the Company, as per the records maintained by the Company and presented to the Investors/
Shareholders Grievance Committee. We further state that such compliance is neither an assurance as to the future viability
of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
for Brahmayya & Co.,
Chartered Accountants
Place : Hyderabad
Date : 03.09.2014

34

K.S. RAO
Partner
(Membership No. 015850)

INDEPENDENT AUDITORS REPORT

a.

To the Members of SURYAVANSHI SPINNING MILLS


LILMITED, SECUNDERABAD.

b.

Report on the Financial Statements:


We have audited the accompanying financial statements
of SURYAVANSHI SPINNING MILLS LILMITED,
SECUNDERABAD (the Company), which comprise the
Balance Sheet as at March 31, 2014, and the Statement
of Profit and Loss and Cash Flow Statement for the year
then ended, and a summary of significant accounting
policies and other explanatory information.

c.

Managements Responsibility for the Financial


Statements:
Management is responsible for the preparation of these
financial statements that give a true and fair view of the
financial position, financial performance and cash flows
of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 (the Act). This responsibility
includes the design, implementation and maintenance
of internal control relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors Responsibility:
Our responsibility is to express an opinion on these
financial statements based on our audit. We conducted
our audit in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of
India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on
the auditors judgment, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error.
In making those risk assessments, the auditor considers
internal control relevant to the Companys preparation
and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation
of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion:
In our opinion and to the best of our information and
according to the explanations given to us, the financial
statements give the information required by the Act in
the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India:

in the case of the Balance Sheet, of the state of


affairs of the Company as at March 31, 2014;
in the case of the Statement of Profit and Loss , of
the profit for the year ended on that date; and
in the case of the Cash Flow Statement, of the cash
flows for the year ended on that date

Report on Other Legal and Regulatory Requirements:


1.
As required by the Companies (Auditors Report)
Order, 2003 (the Order) issued by the Central
Government of India in terms of sub-section (4A)
of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs
4 and 5 of the Order.
2.
As required by section 227(3) of the Act, we report
that:
a.
we have obtained all the information and
explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit;
b.
in our opinion proper books of account
as required by law have been kept by
the Company so far as appears from our
examination of those books ;
c.
the Balance Sheet, Statement of Profit and
Loss, and Cash Flow Statement dealt with by
this Report are in agreement with the books
of account;
d.
in our opinion, the Balance Sheet, Statement
of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards
referred to in subsection (3C) of section 211
of the Companies Act, 1956;
e.
On the basis of written representations
received from the directors as on March 31,
2014, and taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2014, from being appointed
as a director in terms of clause (g) of subsection (1) of section 274 of the Companies
Act, 1956.
f.
Since the Central Government has not issued
any notification as to the rate at which the
cess is to be paid under section 441 A of the
Companies Act, 1956 nor has it issued any
Rules under the said section, prescribing the
manner in which such cess is to be paid, no
cess is due and payable by the Company.
for BRAHMAYYA & CO.
Chartered Accountants.
Firms Regn. No.000513S
Place: Hyderabad
Date : September 03, 2014

(K.S.RAO)
Partner
Membership No.015850
35

ANNEXURE TO THE AUDITORS REPORT


Referred to in paragraph 3 of our report of even date,
1.

2.

a.

The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.

b.

As explained to us, the management has physically verified most of the fixed assets during the year and there
is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the
Company and the nature of the assets. No material discrepancies were noticed on such verification.

c.

The fixed assets disposed off during the year are not substantial and hence it has not affected the going
concern status of the Company

a.

The inventory has been physically verified during the year by the management. In our opinion, the frequency
of verification is reasonable.

b.

In our opinion, the procedures of physical verification of inventories followed by the management are
reasonable and adequate in relation to the size of the company and the nature of its business.

c.

The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification
between the physical stocks and book records were not material.

3.

The Company has not taken/granted any loans, secured or unsecured to Companies, firms or other parties covered
in he Register maintained under Section 301 of the Act. Hence, provisions of clause (iii), (b), (c), (d), (f) and (g) of
paragraph 4 are not applicable to the Company.

4.

In our opinion and according to the information and explanations given to us, there are adequate internal control
systems commensurate with the size of the Company and the nature of its business with regard to purchase of
inventory and fixed assets and with regard to sale of goods and services. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in internal control system.

5.

a)

In our opinion and according to the information and explanations given to us, we are of the opinion that
the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have
been entered in the register to be maintained under that section.

b)

In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements entered in the register maintained under Section 301 of the
Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market
prices at the relevant time.

6.

The Company has not accepted any deposits from the public. Hence the provisions of Section 58A, 58AA and other
relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable.

7.

In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8.

We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by
the company pursuant to the Rules made by the Central Government for the maintenance of cost records under
section 209(1)(d) of the Companies Act, 1956 in respect of Textiles and are of the opinion that prima facie the
prescribed accounts and records have been made and maintained.

9.

a)

According to the records the Company is regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory
dues applicable to it.

b)

According to the information and explanations given to us, no undisputed amounts payable in respect of

36

Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrears, as at
31st March, 2014.
c)

According to the records of the Company and the information and explanations given to us, the dues of
sales tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been
deposited on account of any dispute are as follows :
Sl.
Nature of the
Nature of the Amount Period to which the amount
Forum where
No.
Statute
Dues
(Rs)
relates (Financial Year)
dispute is pending
2001-2002
Honble A.P. High
1 Andhra
Pradesh Sales Tax dues 24,58,408/General Sales Tax
Court, Hyderabad
(APGST)Act, 1957

10.

The Company has accumulated losses at the end of the financial year. The Company has not incurred cash losses
during the financial year covered by our audit. The Company incurred cash loss immediately in the preceding
financial year.

11.

In our opinion and according to the information and explanations given to us, the Company has not defaulted in
repayment of dues to any financial institutions and banks.

12.

The Company has not granted loans and advances on basis of security by way of pledge of shares, debentures and
other securities.

13.

The company is neither a chit fund nor a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii)
of the above referred Order are not applicable to the company.

14.

The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the
provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company

15.

According to the information and explanations given to us,the Company has not given any guarantee for loans taken
by others from banks or financial institutions.

16.

In our opinion and according to the information and explanations given to us the term loans were applied for the
purpose for which the loans were obtained.

17.

In our opinion and according to the information and explanations given to us the funds raised on short-term basis
have not been used for long-term investment.

18.

During the year, the Company has not made any preferential allotment of shares to parties and Companies covered
in the Register maintained under section 301 of the Companies Act, 1956.

19.

During the year, the Company has not issued any debentures and therefore the question of creating security or
charge in respect thereof does not arise.

20.

During the year, the Company has not made any public issue and therefore the question of disclosing the end use of
money raised by public issue does not arise.

21.

Based upon the audit procedures performed and according to the information and explanations given to us, we
report that no fraud on or by the Company has been noticed or reported during the year.
for BRAHMAYYA & CO.
Chartered Accountants.
Firms Regn. No.000513S

Place: Hyderabad
Date : September 03, 2014

(K.S.RAO)
Partner
Membership No.015850
37

Balance Sheet as at 31st March, 2014

(Figures in Rs. Lakhs)


Note
No.

Particulars
Equity and Liabilities
Shareholders funds
Share capital
Reserves and surplus

As at
31.03.2013

1
2

491.08
921.95
1413.03

1326.87
1457.68
2784.55

Non-current liabilities
Long-term borrowings
Long-term provisions

3
4

758.45
57.40
815.85

3572.58
167.74
3740.32

Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions

5
6
7
8

1271.80
1693.25
672.81
5.04
3642.90
5871.78

5654.87
4728.97
2013.02
65.82
12462.68
18987.55

3386.35
0.13
3386.48
4.97
231.51
3622.96

8058.60
0.38
1712.79
9771.77
4.97
547.33
10324.07

994.14
665.75
147.03
55.71
386.19
2248.82
5871.78

4353.01
2182.73
490.51
419.88
1217.35
8663.48
18987.55

Total
Assets
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress

Non-current investments
Long-term loans and advances

10
11

Current assets
Inventories
Trade receivables
Cash and cash equivalents
Short-term loans and advances
Other current assets

12
13
14
15
16

Total
Notes on financial statements
1 to 36
The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For Brahmayya & Co.
Chartered Accountants
Firms Registration Number: 000513S
K.S.Rao
Partner
Membership Number: 015850
Place: Hyderabad
Date: 3rd September, 2014
38

As at
31.03.2014

For and on behalf of Board of Directors


B.N. Agarwal
Executive Chairman
R.K. Agarwal
Managing Director

Surender Kumar Agarwal


Director

B.Somasekhara Rao
Vice President
(Finance & Accounts)

B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary)

Statement of Profit and Loss for the year period ended 31 March, 2014 (Figures in Rs. Lakhs)
Note
No.

Particulars

Current year
2013-14

Previous year
2012-13

Revenue
Revenue from operations

17

11293.08

26824.96

Other income

18

150.63

581.16

11443.71

27406.12

7575.93

18197.04

511.96

Total Revenue
Expenses
Cost of materials consumed

19

Purchases of Stock-in-Trade
Changes in inventories of finished goods, work-in-progress and
Stock-in-Trade

20

23.69

72.99

Power and fuel

21

1284.78

3667.71

Employee benefits expense

22

771.35

2198.45

Finance costs

23

481.50

1165.09

289.15

726.45

1007.60

2416.80

11434.00

28956.49

9.71

(1550.37)

5.27

9.71

(1555.64)

Depreciation and amortization expense


Other expenses

24

Total expenses
Profit/(Loss) before tax
Tax expense
For earlier years
Profit/(Loss) for the period, after tax
Earnings per equity share:
(1)

Basic

0.20

(11.73)

(2)

Diluted

0.20

(11.73)

Notes on financial statements

1 to 36

The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of Board of Directors
For Brahmayya & Co.
B.N. Agarwal
Chartered Accountants
Executive Chairman
Firms Registration Number: 000513S
K.S.Rao
Partner
Membership Number: 015850
Place: Hyderabad
Date: 3rd September, 2014

R.K. Agarwal
Managing Director

Surender Kumar Agarwal


Director

B.Somasekhara Rao
Vice President
(Finance & Accounts)

B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary)
39

Notes on financial statements

(Figures in Rs. Lakhs)


As at 31 March 2014
Number
Amount

As at 31 March 2013
Number
Amount

35250000
35250000

3525.00
3525.00

35250000
35250000

3525.00
3525.00

4913076
4913076

491.31
491.31

13270923
13270923

1327.09
1327.09

4908576

490.85
-

13266423

1326.64
-

4908576
4908576

490.85
0.23
491.08

13266423
13266423

1326.64
0.23
1326.87

Particulars
1

Share Capital :
Authorised
Equity Shares of Rs.10 each
Issued
Equity Shares of Rs.10 each
Subscribed & paid up
Equity Shares of Rs.10 each
Less: Allotment Money in Arrears
(Dues from Directors and Officers Rs.Nil)
Forfeited Shares:
Total

(a)

The Company has only one class of shares referred to as equity shares having a par value of Rs.10/- each. Each
holder of equity shares is entitled to one vote per share.

(b)

pursuant to the scheme of arrangement on 01.04.2013 (Appointed Date), 37 shares of Rs. 10/- each for every
100 equity shares held in the company were allotted to the share holders of the company. Accordingly the paid
up capital of the company stand reduced from Rs. 132664230 to Rs. 49085760. Further as per the scheme, share
holders of the company were allotted 26 and 37 equity shares of Rs. 10/- each fully paid up by Aananda Lakshmi
Spinning Mills Ltd (Resulting company-1) and Sheshadri Industries Ltd (Resulting Company- 2) respectively to the
share holders of the company holding 100 shares in the company. Accordingly Aananda Lakshmi Spinning Mills
Ltd and Sheshadri Industries Ltd have allotted 34,49,270 & 49,08,577 equity shares of Rs. 10/- each fully paid up
to the share holders of the company.
Name

Number

Aananda lakshmi Spinning Mills Limited

Equity 10/-each

3449270

Sheshadri Industries Limited

Equity 10/-each

4908577
8357847

Total
(c)

Disclosure pursuant to note no. 6(A)(d) Part I of schedule VI of the Companies Act
Particulars
Shares outstanding at the begning of the year

As at 31 March 2013

Equity shares

Equity shares

13266423

13266423

Shares issued during the year

Partly paid Equity shares of Rs. 5 /- each

4500

N.A

N.A

Shares redemed / bought back duing the yer


Shares forfeited during the year

40

As at 31 March 2014

4500

Shares reduced during the year purusant to the scheme of Demerger

8357847

Shares outstanding at the end of the year

4908576

13266423

Notes on financial statements


(d)

Disclosure pursuant to Note no. 6(A)(g) of Part I of Schedule VI to the Companies Act, 1956 (if more than 5%)
As at 31 March 2014
As at 31 March 2013
Name of Shareholder
No. of
% of
No. of
% of
Shares held Holding
Shares held
Holding
Jeetender Kumar Agarwal
618376
12.60
1671287
12.60
Devender Kumar Agarwal
600825
12.24
1623854
12.24
Rajender Kumar Agarwal
579359
11.80
1565836
11.80
Westend Developers Ltd
481000
9.80
1300000
9.80
B N Agarwal Family Trust
268203
5.46
724873
5.46
(Figures in Rs. Lakhs)

Reserves & Surplus :


As at
31.03.2014

Particulars
a.

b.

c.

d.

d.

Capital Redemption Reserve


At the commencement of the year
Closing Balance
Securities Premium Account
At the commencement of the year
Transfer during the year (*)
Closing Balance
State Subsidy
At the commencement of the year
Transfer during the year (*)
Closing Balance
Export Allowance Reserve
At the commencement of the year
Transfer during the year (*)
Closing Balance
Surplus
At the commencement of the year
Transfer during the year (*)
Add : For current year
Closing Balance
Total

As at
31.03.2013

8.00
8.00

8.00
8.00

2731.00
1682.39
1048.61

2731.00

22.63
22.63
(0.00)

22.63

11.00
5.50
5.50

11.00

(1314.95)
(1165.08)
9.71
(140.16)
921.95

2731.00

22.63

11.00
240.69
(1555.64)
(1314.95)
1457.68

(*) Pursuant to the Scheme of arrangement on 01.04.2013 (Appointed Date) transferred to and vested in Aananda
Lakshmi Spinning Mills Limited and Sheshadri Industires Limited as under.
Name
Securities premium account
State Subsidy
Export Allowance Reserve
Surplus
Total

Aananda lakshmi
Sheshadri Industries
Spinning Mills Limited
Limited
1682.39
1438.40
243.99

Total (*)

22.63

12.63

10.00

5.50

5.50

(1165.08)

(1048.35)

(116.74)

545.43

408.18

137.25
41

Notes on financial statements


Particulars
3

(Figures in Rs. Lakhs)


As at
31.03.2014

As at
31.03.2013

Long Term Borrowings :


Secured
i.
-

Term loans
from banks
a)

ICICI Bank ltd

138.99

809.88

b)

Andhra Bank-I

104.71

240.53

c)

Andhra Bank -II

274.54

485.18

d)

Andhra Bank - Working capital term loan

54.90

210.00

e)

State Bank of Hyderabad - Working capital term loan

39.14

98.30

f)

Andhra Bank - Buyer`s credit against FLC

864.08

g)

State Bank of Hyderabad - Buyer`s credit against FLC

249.66

612.28

2957.63

NOTES :
1.

Term Loans refered at (a) to (c) and buyers credit refered at (f) above are secured by mortgage of fixed assets
present and future of the company on first charge pari passu basis and guaranteed by four Directors of the Company.

2.

Working capital term loans referred at (d) and (e) above are Secured by way of hypothecation of Raw materials,
Stock-in-process, finished goods and stores and spares and book debts of the Company and also secured by way of
second charge on fixed assets of the company on pari passu basis and guranteed by four Directors of the Company.

3.

Buyers credit refered at (g) above is secured by way of exclusive charge on specified plant and machinery and
guaranteed by two Directors of the Company

4.

Term loans transferred to Aananda Lakshmi Spinning Mills Limted and Sheshadri Industries Limted on 01.04.2013
(Appointed Date) pursuant to the Scheme of Demerger as below.

Particulars

Aananda
Sheshadri
lakshmi Spinning Industries
Mills Limited
Limited

Term loans
-

from banks

a)

ICICI Bank ltd

482.34

102.86

b)

Andhra Bank-I

82.56

c)

Andhra Bank -II

418.71

d)

Andhra Bank - Working capital term loan

73.50

42.00

e)

State Bank of Hyderabad - Working capital term loan

34.41

0.00

f)

Andhra Bank - Buyer`s credit against FLC

236.10

413.79

Total

826.36

1059.92

42

Notes on financial statements

(Figures in Rs. Lakhs)

Terms of Repayment
Name of the Bank

Rate of Intrest

a)

ICICI Bank ltd

15.45%

15 monthly

b)

Andhra Bank-I

14.50%

c)

Andhra Bank -II

15.50%

16

d)

Andhra Bank - Working capital term loan

15.00%

e)

State Bank of Hyderabad - Working capital term loan

15.50%

Particulars
Other loans and advances
Vehicle purchase loan :
HDFC Bank Ltd
Kotak Mahindra Bank Ltd
Axis Bank
Vehicle hire Purchase Loans above are secured by hypothecation of the
respective asset and guranteed by one of the directors of the company
Terms of Repayment : Monthly instalments
Unsecured
Deferred sales tax liability
Loan from Others
Total

As at
31.03.2014

As at
31.03.2013

12.82
12.82

0.97
17.84
15.31
34.12

127.37
5.98
133.35
758.45

429.08
151.75
580.83
3572.58

The sales tax deferment liability amounting to Rs.127.37 lakhs shown under unsecured loans above, is due for repayment
as under
Year

Year of
Repayment

2000-01

2014-15

2001-02

2015-16

16.24

2002-03

2016-17

2003-04

2017-18

25.41

2004-05

2018-19

16.98

2005-06

2019-20

6.22

2006-07

2020-21

2007-08

2021-22

2008-09

2022-23

11.68

2011-12

2024-25

10.51

2012-13

2025-26

Aliabad

40.32
127.36
43

Notes on financial statements

(Figures in Rs. Lakhs)

Particulars
4

Long Term Provisions


(a) Provision for employee benefits
Gratuity (unfunded)
Leave Encashment (unfunded)
Total

As at
31.03.2014

As at
31.03.2013

55.77
1.63
57.40

156.15
11.59
167.74

Short Term Borrowings :


Secured
(a) Loans repayable on demand
(i)
Andhra Bank -I
(ii) Andhra Bank -II
(iii) State Bank of Hyderabad -I
(iv) State Bank of Hyderabad -II
1.

2.

815.14
3445.73
507.59
448.31
1557.48
100.00
1263.45
5610.80
Working Capital Loans refered above (i) to (iv) are Secured by way of hypothecation of Raw materials,
Stock-in-process, finished goods and stores and spares and book debts of the Company and also secured by
way of second charge on fixed assets of the company on pari passu basis and guranteed by four directors of
the company.
Short term borrowings transferred to Aananda Lakshmi Spinning Mills Limted and Sheshadri Industries
Limted on 01.04.2013 (Appointed Date ) pursuant to the Scheme of Demerger as below.

Particulars
Secured
Loans repayable on demand
(i)
Andhra Bank -I
(ii) Andhra Bank -II
(iii) State Bank of Hyderabad -I
(iv) State Bank of Hyderabad -II
Total
(b)

Aananda lakshmi
Spinning Mills
Limited

1175.03
173.10
531.12
34.10
1913.35

Sheshadri
Industries
Limited

1165.62
171.71
526.87
33.83
1898.03

Other loans and advances


Vehicle Purchase Loan :
HDFC Bank Ltd

8.35

3.63

Kotak Mahindra Bank Ltd.

0.00

26.63

Axis Bank

10.17

TATA Capital Ltd.

3.64

Total
44

8.35

44.07

1271.80

5654.87

Notes on financial statements

(Figures in Rs. Lakhs)

Particulars
6

As at
31.03.2014

As at
31.03.2013

21.56

85.72

1671.69

4643.25

1693.25

4728.97

Trade Payables
Dues to : Small and Micro Enterprises (*)
: Other than Small and Micro Enterprises
Total

(*) Interest paid, payable or accrued and due to Micro and small enterprises is Rs. NIL (Previous Year Rs. NIL)
An amount of Rs.1088.96 and Rs.2342.05 of Trade payables has been transferred to Aananda Lakshmi Spinning
Mills Limted and Sheshadri Industries Limted respectvely on 01.04.2013 (Appointed Date ) pursuant to the
Scheme of Demerger.
7

Other Current Liabilities


(a)

1.

Current maturities of long-term debt


i.

Term loans

from banks
a)

ICICI Bank ltd

85.80

223.47

b)

Andhra Bank-I

57.44

94.36

c)

Andhra Bank -II

15.90

d)

Andhra Bank - Working capital term loan

52.20

103.00

e)

State Bank of Hyderabad - Working capital term loan

29.92

43.51

241.26

464.34

Current maturities of Term loans transferred to Aananda Lakshmi Spinning Mills Limted and Sheshadri
Industries Limted 01.04.2013 (Appointed Date ) pursuant to the Scheme of Demerger as below.

Particulars

Aananda lakshmi Sheshadri


Spinning Mills
Industries
Limited
Limited

Term loans
-

from banks

a)

ICICI Bank ltd

132.99

28.34

b)

Andhra Bank-I

32.40

c)

Andhra Bank - Working capital term loan

36.05

20.60

d)

State Bank of Hyderabad - Working capital term loan

15.22

0.00

184.26

81.34

Total

45

Notes on financial statements

(b)

(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)

Interest accrued and due on borrowings


Andhra Bank- T.L
Bank of Rajastan
IDBI Bank Ltd
Unpaid dividend
Other payables (*)
Other payables - Statutory dues
Salary & Reimbursements
Contribution to PF & ESI
Bonus Payable
Advances received against sales
Sales tax deferment payable
Security Deposits Payable

Total
(*) Includes provision for Fuel surcharge Adjustment (FSA) of Rs. 109.71 lakhs
8

46

Short Term Provisions


(a) Provision for employee benefits
Gratuity (unfunded)
Leave Encashment (unfunded)
Total

(Figures in Rs. Lakhs)


As at
31.03.2014

As at
31.03.2013

2.03
331.28
4.17
58.63
4.06
6.92
19.18
5.28
431.55
672.81

6.60
13.16
3.99
3.93
1084.85
21.98
180.64
19.09
27.76
179.93
1.47
5.28
1548.68
2013.02

4.66
0.38
5.04

63.29
2.53
65.82

47

Particulars

Fixed Assets
Balance as
Addiat 1 April
tions
2013

(Figures in Rs. Lakhs)

6.13
447.57
79.20
99.10
2517.73
4.53
4.03
78.38
0.02
3.34
11.38
4.37
4.86
5.92
115.38
4.42
3386.35
0.13
0.13
3386.48
3386.48

338.10
19.83
15.34
2617.67
86.82
14.02
83.60
0.89
3.66
5.28
8.82
6.02
4.23
75.93
29.08
3309.28
2.44
2.44
3311.72
3311.72

9771.77

0.38
0.38
1712.79
1712.79
9771.77

5867.85
19.46
11.54
7.40
214.54
0.27
8.30
28.98
14.88
16.19
17.79
248.66
13.27
8058.60

207.73
283.37

1,082.60

15.77

Accumulated Depreciation/Amortisation
Net Block
Balance as Balance as Depre-ciation
Balance
Balance Balance as
Dedcutions
at 31 March at 1 April for the
Dedcutions
as at 31 as at 31 at 31 March
2014
2013
year
March 2014 March 2014 2013
Transfers to Transfers to
Transfers to
Transfers to
ALSML As at
SIL As at Others
ALSML As at SIL As at Others
01.04.2013 (*) 01.04.2013 (*)
01.04.2013 (*) 01.04.2013 (*)

Gross Block

a Tangible Assets
Land
15.77
1.02
8.62
6.13
Buildings :
Factory Buildings
1962.90
714.25
462.98
785.67
880.30
25.25
320.68
246.77
Non Factory BuildingsNon Resident
260.59
83.80
77.76
99.03
52.85
1.61
13.66
20.97
- Resident
329.49 31.68
131.52
115.21
114.44
46.13
1.37
15.05
17.11
Plant and Equipment :
Plant And Machinery
14724.90 126.88
5723.79
3992.59
5135.40 8857.05
233.88
3539.21
2934.04
Generators
391.15
299.80
0.00
91.35
371.69
0.04
284.91
Testing Equipment
49.68
0.30
17.74
14.19
18.05
38.14
0.75
15.91
8.96
Canteen Equipment
8.12
6.86
1.26
0.71
0.71
Electrical Installations
538.69
3.09
265.76
114.04
161.98
324.15
6.85
169.10
78.30
Workshop Equipment
9.92
7.79
1.22
0.91
9.64
7.70
1.05
Weighing Machines
19.83
0.98
4.88
8.92
7.00
11.53
0.25
4.62
3.50
Water Works
39.96
0.68
12.49
11.49
16.66
10.99
0.26
2.84
3.13
Furniture and Fixutres
54.48
23.51
17.78
13.19
39.61
0.62
18.99
12.41
Office Equipment
38.89
0.30
14.66
13.65
10.88
22.70
0.49
9.45
7.72
3.51
Air Conditioners
32.09
0.71
11.80
10.85
10.15
14.30
0.45
7.01
Vehicles
358.11 39.16
103.64
102.32
191.31
109.45
16.23
24.09
25.67
Data Processing
106.02
1.05
39.36
34.22
33.50
92.77
1.10
36.47
28.32
Total
18940.59 204.83
7462.67
4987.10
6695.65 10882.01
289.15
4470.40
3391.46
b Intangible Assets
Computer software
7.69
2.56
2.56
2.56
7.31
2.44
2.44
Total
7.69
2.56
2.56
2.56
7.31
2.44
2.44
c Capital Work In Progress
1712.79 204.83
45.33
1667.46 204.83
0.00
Total
1712.79 204.83
45.33
1667.46 204.83
Total (a+b+c)
20661.07 409.66
7510.56
6657.12 204.83
6698.21 10889.31
289.15
4472.84
3393.90
Less: Internal Transfer
204.83
47.89
1670.02 204.83
7462.65
4987.10
6698.21 10889.31
289.15
4472.84
3393.90
Total
20661.07 204.83
(*) The Transfers mentioned above are consequent to Scheme of Demerger on 01.04.2013 (Appointment Date.) to Aananda Lakshmi Spinning Mills Limited (ALSML) and Sheshadri Industires Limited (SIL)

9.

Notes on financial statements

Notes on financial statements


Particulars
10

11

12

48

Face
Value

No. of
Shares

(Figures in Rs. Lakhs)


As at
As at
31.03.2014
31.03.2013

Non-current Investments
A
At Cost - Non-Trade - Quoted :
(a) Investment in Equity instruments
Jindal Polyfilms Limited
10
500
0.49
0.49
Artefact Projects Limited
10
2000
0.20
0.20
Merbanc Finance & Services Ltd
10
2000
0.20
0.20
Andhra Bank
10
5700
0.57
0.57
Icici Bank Ltd
10
100
0.04
0.04
Coal India Limited
10
441
1.07
1.07
Total (a)
2.57
2.57
B
At Cost - Non-Trade - Unquoted :
Investments in controlled entities
Suryavanshi integrated apparel park ltd
10
24000
2.40
2.40
Total (b)
2.40
2.40
Total (a+b)
4.97
4.97
Aggregate market value of quoted investments - Rs.7.41 lakhs (Previous year Rs. 9.14 lakhs)
Long Term Loans and Advances
As at
As at
Particulars
31.03.2014
31.03.2013
a.
Deposits Recoverable
(Unsecured considered good)
(Electricity and other deposits)
172.01
430.46
Advance for Investment (*)
59.50
116.87
231.51
547.33
(*) Rs.58.44 Lakhs transferred to Sheshadri Industries Limited on 01.04.2013 (Appointed Date) pursuant to the
Scheme of Demerger The company proposes to invest in equity shares at par in Sheshadri Power and Infrastucture
private limited in which the directors are interested
Inventories
(Valued and certified by the Management)
Raw Materials
466.75
2108.90
a.
(Valued at cost on weighted average basis)
Stores and spares
85.25
264.78
b.
(Valued at cost on weighted average basis)
Finished goods
c.
(Valued at lower of cost or net realisable value basis)
Yarn
313.97
1318.84
Goods in transit
106.96
Work-in-progress
126.21
542.81
d.
(Valued at lower of cost or net realisable value basis)
Others - Cotton & PV Waste (at realisable value)
1.96
10.72
e.
Total
994.14
4353.01
Details of Raw Materials :
Cotton
4.13
950.16
Imported Cotton
59.83
Polyster Staple Fibre
285.31
160.51
Imported PSF
2.35
2.35
Viscose Staple Fibre
4.29
19.85
Yarn
76.07
910.15
Cotton fibre
94.60
6.05
Total
466.75
2108.90

Notes on financial statements


Particulars

(Figures in Rs. Lakhs)


As at
31.03.2014

As at
31.03.2013

The following Inventories were transferred to Aananda Lakshmi Spinning Mills Limited (ALSML) and Sheshadri
Industires Limited (SIL) pursuant to Scheme of Demerger on 01.04.2013 (Appointment Date.) as below
Aananda Lakshmi
Sheshadri
Particulars
Spinning Mills
Industires
Limited (ALSML)
Limited (SIL)
Raw materials
507.81
1304.30
Stores and Spares
77.59
101.48
Finished goods
534.04
581.35
Work-in-progress
186.03
212.10
Total
1305.46
2199.23
13

Trade Receivables
(Unsecured, considered good)
Receivables for a period exceeding six months
Receivables for a period less than six months
Total

14

Short-term loans and advances


(Unsecured considered good)
a.
Advances for Capital purchases
b.
Advances for purchases of Raw Material & Stores
c.
d.

16

73.58
2109.15
2182.73

0.45

0.95

5.71
2.03
138.82
0.02
147.03

12.27
3.93
473.34
0.02
490.51

12.02
37.95
49.97
3.10
2.64
55.71

106.92
304.00
410.92
8.96
419.88

1.33
19.83
13.49
37.97
9.62
118.39
177.88
1.22
1.78
4.68
386.19

23.00
18.83
26.75
681.45
22.20
114.24
177.88
11.83
141.17
1217.35

Cash and cash equivalents


Cash on hand
Balances with Banks
With Scheduled Banks
Balance with Banks against Dividends payments
Balance with Banks against Margin Money / Guarantees
Savings Bank Account with post office (kept as security with sales tax department
Total

15

19.59
646.16
665.75

Advances to Staff
Other Advances

Other Current Assets


Balance with Governament Department
Subsidies Receivable
Interest Receivable
Export Licence Receivable
Pre-paid Expenses
Advance Tax (Net of provision)
MAT Credit entitlement
Other advances
Claims / Other Receivables
Miscellaneous Expenses Written Off

49

Notes on financial statements


Current Year
31.03.2014

Particulars
17

Sale of Products
a.
Domestic Sales
Yarn
Medical Textiles
Waste
Total
b.

18

19

Export Sales
Medical Textiles
Traded Goods
Garments
Total
Grand Total

Other Income
Interest Income
Dividend Income
Gain on foreign currency transactions & translation
Scrap sales
Export benfits entilement
Profit on sale of Assets
Insurance Claims
Excess Provision written Back
Profit on sale of licence
Prior Period Income
Miscellaneous Receipts
Total
Cost of materials consumed
Opening Stocks
Less: Transferred to and vested in Aananda Lakshmi Spinning Mills
Limited as per scheme of arrangement
Less: Transferred to and vested in Sheshadri Industries Limited as
per scheme of arrangement
Add : Purchases
Total
Less : Cost of Raw materials sold
Less : Closing Stocks
Imported and Indigeneous Raw Materials consumed :
Imported
Indigeneous
Total
Details of Raw Material Consumed :
Cotton
Imported Cotton
Viscose Staple Fibre
Yarn
Polyester Staple Fibre
Cotton fibre
Dyeing Materials
Fabric kniting & processing charges
Total

50

0%
100%
100%

(Figures in Rs. Lakhs)


Previous Year
31.03.2013

8530.04
44.56
28.95
8603.55

20425.43
22.37
255.60
26824.96

2689.53
2689.53
11293.08

1693.26
501.64
2763.43
6121.55
26824.96

51.82
0.57
25.07
0.24
60.03
1.99
0.06
3.86
6.99
150.63

77.57
0.37
1.87
56.74
380.58
9.15
3.18
17.35
1.40
32.95
581.16

2108.90

3204.66

507.81

1304.30

7752.23
8049.02
6.34
466.75
7575.93

17122.41
20327.07
21.13
2108.90
18197.04

0.00
7575.93
7575.93
15.56
5707.43
1636.47
216.47
7575.93

11%
90%
101%

1841.49
16355.54
18197.04
6288.80
944.82
14.75
896.67
8274.12
939.01
124.73
714.14
18197.04

Notes on financial statements


Particulars
20

CLOSING STOCKS:
Yarn
Stock-in-Process
Garments
Waste
Transferred to and vested in Aananda Lakshmi Spinning Mills Limited as
per scheme of arrangement
Yarn
Stock-in-Process
Waste
Transferred to and vested in Sheshadri Industries Limited as per scheme
of arrangement
Yarn
Garments
Stock-in-Process
Waste
(INCREASE)/DECREASE IN STOCKS

Previous Year
31.03.2013

1318.85
542.81
106.96
10.72
1979.34

1334.47
501.28
193.88
22.70
2052.33

313.97
126.21
1.96
442.14

1318.85
542.81
106.96
10.72
1979.34

531.65
186.03
2.38
720.06

466.77
106.96
212.10
7.62
793.45
23.69

72.99

1161.98
122.80
1284.78

3571.18
96.53
3667.71

704.12
19.09
9.79
9.75
28.60
771.35

2013.97
82.58
36.52
27.21
38.17
2198.45

Power and fuel


Power & Fuel
Electricity Charges
Fuel Consumed
Total

22

Current Year
31.03.2014

Changes in inventories of Finished Goods, work-in-progress and stock-in-trade


OPENING STOCKS:
Yarn
Stock-in-Process
Garments
Waste

21

(Figures in Rs. Lakhs)

Employee Benefits Expense


(a)
(b)
(c)
(d)
(e)

Salaries and incentives


Contributions to Provident Fund
Gratuity
Contributions to Employee State Insurance
Staff welfare expenses
Total

51

Notes on financial statements


Particulars
23

Previous Year
31.03.2013

472.18
9.32
481.50

1124.61
40.48
1165.09

59.87
125.20
185.07

274.75
338.77
613.52

0.45
0.22
0.18
0.85
1.60
2.47
128.71
18.27
20.59
18.93
0.81
3.95
6.24
44.51
54.54
1.28
1.20
18.33
408.84
7.46
24.36
0.29
56.89
0.45
1.81
0.15
821.68
1007.60

1.36
0.67
0.52
2.55
18.95
28.36
326.30
47.41
53.80
53.30
2.47
9.92
21.09
97.28
104.98
1.41
2.16
120.54
600.26
18.93
94.60
4.55
41.44
5.00
141.75
6.01
0.22
1800.73
2416.80

Other Expenses
Stores Consumption :
Consumable Stores
Packing Material Consumed
Payments to the auditor as
auditor
a.
for taxation matters
b.
for Certification
c.
Rent
Repairs to

: buildings
: machinery
: Others

Insurance
Rates and taxes, excluding, taxes on income
Training Charges
Printing and Stationery
Postage, Telegrams and Telephones
Travelling and Conveyance
Managerial Remuneration
Directors Sitting Fees
Advertisement
Commission on Sales
Expenses on Sales
Legal & Professional Charges
Vehicle Maintenance
Bad debts and Debit balance written off
Loss on Sale of Fixed Assets
Miscellaneous expenses
Loss on foreign currency transactions & translation
Prior period items
Donations
Grand Total
52

Current Year
31.03.2014

Finance Cost
Interest expense
Other borrowing costs
Total

24

(Figures in Rs. Lakhs)

Notes on financial statements


25.

(1)

A Scheme of arrangement (referred to as Scheme of Arrangement under Section 391-394 of the


Companies Act, 1956 was approved by the shareholders of Suryavavanshi Spinning Mills Limited on 24th
May 2014 , for demerger of Spinning unit at Bhongir, Nalgonda District, Telangana, into Aananda Lakshmi
Spinning Mills Ltdand Spinning unit at Rajna,Pandhurna Taluq, Chindwara District, Madhya Pradesh and
Garment manufacturing Units at Aliabad, Medchal, Rangareddy District, Telangana and at Bhongir, Nalgonda
District, Telangana, into Sheshadri Industries Ltdand retaining Spinning unit at Aliabad, Medchal Taluq, Ranga
Reddy District, Telangana and Medical Textile Unit at Aliabad, Medchal,Ranga Reddy District, Telangana with
Suryavanshi Spinning Mills Limited.

(2)

A)

In terms of Scheme of Arrangement (the Scheme) under sections 391-394 of the Companies Act 1956,
which was sanctioned by the Honble High Court of Andhra Pradesh on 30th July 2014, the Spinning unit
at Bhongir, Nalgonda District, Telangana and the Spinning unit at Rajna, Pandhurna Taluq, Chindwara
District, Madhya Pradesh and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District,
Telanagana and at Bhongir, Nalgonda District, Telangana stand demerged from Suryavanshi Spinning
Mills Limited and vested into Aananda lakshimi Spinning Mills Limited and Sheshadri Industries Limited
as a going concern basis so as to become as and from the Appointed Date (1st April 2013) the estate,
assets, claims, title, interest and authorizes of the respective companies. The Scheme became effective
from 21st August, 2014.

B)

The Scheme also provides for transfer of the assets and liabilities of the Spinning unit at Bhongir,
Nalgonda District, Telangana and Spinning unit at Rajna,Pandhurna Taluq, Chindwara District, Madhya
Pradesh and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District, Telanagana and
at Bhongir, Nalgonda District, Telangana, the legal proceeding in relation to these units , the employees
of these units and employee related benefits and all contracts and agreements in relation to these units,
to the respective Companies.

Accordingly the following assets and liabilities have been transferred to and vested in Aananda Lakshmi Spinning
Mills Limited and Sheshadri Industreis Ltd as on the Appointed Date i.e. 1st April 2013.
Amount in Rs.
Total

Aanandalakshmi
Sheshadri
Spinning Mills Limited Industries Limited

Assets
Non-current assets
Fixed assets

458814739

299237280

159577459

Capital work-in-progress

171278591

4532578

166746013

630093330

303769858

326323472

31678919

19437660

12241259

Inventories

350469196

130546494

219922702

Trade receivables

106702264

74438353

32263912

Long-term loans and advances


Current assets

Cash and cash equivalents

14990501

6706648

8283853

Short-term loans and advances

33556087

14361068

19195020

Other current assets


Total Assets

82157857

27420000

54737855

587875905

253472563

334403342

1249648154

576680081

672968073
53

Notes on financial statements

Amount in Rs.
Total

Liabilities:
Non-current liabilities -Long-term borrowings -Term loans --from banks
a)
ICICI Bank ltd
58520435
b)
Andhra Bank-I
8256327
c)
Andhra Bank-II
41870597
d)
Andhra Bank - Working capital term loan
11550000
e)
State Bank of Hyderabad - Working capital
3441257
term loan
f)
Andhra Bank - Buyer`s credit against FLC
64988681
188627297
Vehicle hire purchase loan :
HDFC Bank Ltd
97081
Kotak Mahindra Bank Ltd
1784293
Axis Bank
1531225
3412599
Unsecured :
Deferred sales tax liability
30170236
Loan from Others
15144247
45314483
Total
237354379
Long-term provisions
11180694
Current liabilities
Short-term borrowings - Secured -Loans repayable on demand
(i)
Andhra Bank -I
234065640
(ii) Andhra Bank -II
34480459
(iii) State Bank of Hyderabad -I
105798306
(iv) State Bank of Hyderabad -II
6792923
381137328
Vehicle Hire Purchase Loan
HDFC Bank Ltd
269962
Kotak Mahindra Bank Ltd.
2241678
Axis Bank
1016779
TATA Capital Ltd.
364056
3892475
Total
385029803
Trade payables
343100656
Other current liabilities
128721666
Short-term provisions
6139041
477961363
Net Worth
Share capital
83578470
Reserves and surplus
54543445
138121915
Total Liabilites
1249648154
54

Aanandalakshmi
Sheshadri
Spinning Mills Limited Industries Limited

48234145
7350000
3441257

10286290
8256327
41870597
4200000
-

23610120
82635522

41378561
105991775

97081
1153379
1067111
2317571

630914
464114
1095028

30170236
30170236
115123330
8527229

15144247
15144247
122231049
2653464

117503238
17309527
53111783
3410114
191334663

116562402
17170932
52686523
3382809
189802665

269962
623844
708599
364056
1966461
193301124
108896000
74751565
769883
184417449

1617834
308180
1926014
191728679
234204656
53970101
5369158
293543915

34492700
40818249
75310949
576680081

49085770
13725196
62810966
672968073

Notes on financial statements

Amount in Rs.

C).

In consideration of the Demerger of the Spinning unit at Bhongir and at Rajna,Pandhurna Taluq, Chindwara
District, Madhya Pradesh and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District,
Telangana and at Bhongir, Nalgonda District, Telangana, from Suryanvanshi Spinning Mills Limited to Aananda
Lakshmi Spinning Mills Limited has allotted 34,49,270 fully paid up equity shares of the Company Rs. 10
each, aggregating to Rs.3,44,92,700 and Sheshadri Industires Limited has alloted 49,08,577 fully paid up
equity shares of the company Rs.10 each, aggeregating to Rs.4,90,85,770 to the share holders of Suryavanshi
Spinning Mills Limited whose names were recorded in the register of members of Suryavanshi Spinning Mills
Limited on 28th August ,2014 ( the record date) , in the ratio of 26 and 37 equiity shares of the company of
Rs.10 each credited as fully paid upfor every 100 shares of Rs.10 each respectively fully paid up held by such
members in Suryavanshi Spinning Mills Limited in the same proportion in which shares are held by them in
Suryavanshi Spinning Mills Limited.

D).

As per the Scheme of Arrangement , the reduction in Net Worth is effected as follows consequent to their
transfer of the bussiness units as per the demerger scheme consequent to Aananda Lakshmi Spinning Mills
Limited and Sheshadri Industires Limited
Name

Share Capital
Reservers and surplus:
Securities premium account
State Subsidy
Export Allowance Reserve
Surplus
Total

Aananda lakshmi
Sheshadri
Spinning Mills Limited Industries Limited
83578470
34492700
49085770
Total

168238829
2263060
550000
(116508444)
138121915

143839722
1263060
550000
(104834533)
75310949

24399107
1000000
(11673911)
62810966
As at
31.03.2013
Rs lakhs

As at
31.03.2014
Rs lakhs
26.

Contingent Liabilities not provided for


a) Against Foreign Bills Discounted
b) Against Foreign and Inland Letter of credit
c) Contracts to be executed on Capital Accounts
d) Demand raised by Sales Tax Department for the year 2003-04 on subjecting the
turnover of unit at Madhya Pradesh to tax for not furnishing C Forms. The
matter is pending in Appeal before the Deputy Commissioner (Appeals) Sales
Tax, Bhopal, Madhya Pradesh
e)
Demand raised by Sales Tax Department for the year 2004-05 on
subjecting the turnover of unit at Madhya Pradesh to tax for not
furnishing C Forms. The matter is pending in appeal before the
Deputy Commissioner (Appeals) Sales Tax, Bhopal, Madhya Pradesh
f)
Demand from Sales Tax Department, Andhra Pradesh in connection with levy
of purchase tax on polyster stable fibre from Reliance Industries Limited, levy
of tax on work contract receipts and withdrawal of deferment availed by the
company for the year 2001-02. AP. Sales Tax Appellate Tribunal set aside the
order passed by the Sales Tax Authorities. The Department has challenged the
said order before the Honble High Court of AP. and the same is pending.

121.74
1354.88
123.20
-

590.93
3026.79
676.99
3.40

7.26

24.58

27.99

55

Notes on financial statements

Rs. Lakhs
As at
31.03.2014

As at
31.03.2013

g)

27.

28.

29.
30.

Bharat Petroleum Corporation Limited filed a civil suit before Addl.Chief Judge
40.28
City Civil Court, Secunderabad, against the company for alleged deferential
sales tax dues on purchase of HSD and furnace oil made by the company during
the financial years 1996-97 & 1997-98.
h)
The Department of Central Excise & Customs raised a Demand for
20.32
payment of Interest on the duty payable on the depreciated value of
plant and machinery of Rajna Unit M.P. at the time of debonding from
E.O.U. unit to D.T.A unit. The company challanged the demand before the
Honble High Court, M.P.
i)
The Department of Central Excise & Customs, Bhopal, M.P. raised a Demand
16.14
for short payment of Central Excise duty on the dispatch of synthetic yarn
in to DTA market at connessional rate of Excise duty during the accounting
year 2002-03. The company prefered an appeal before the Honble Appellate
Tribunal for Customs Excise and Service Tax, New Delhi.
j)
M/s.Suryavanshi Textiles Ltd was amalgamated with our company vide scheme of merger sanctioned by Board for Industrial and
Financial Reconstruction (BIFR) under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 with effect from
01-04-2007.The scheme incorporates certain reliefs and concessions for consideration by income tax department including exemption
from applicability of MAT u/s.115JB of the Income Tax Act, 1961 for a period of five years from 01-04-2007. The company is pursuing
the matter with the authorities concerned for the said reliefs as per the scheme of merger and liability under MAT u/s I 15JB of Income
Tax Act 1961 including intereest as per assessment orders is Rs.41 lacs and Rs.443 lacs for the assessment years 2010- 11 and 20 I1-12
respectively. In the event of the liability being chrystalized, the liability shall be shared by Suryavanshi Spinning Mills Limited (Demerged
Company), Aananda Lakshmi Spinning Mills Limited (Resulting Company -1) and Sheshadri Industries Limited (Resulting Company - II)
equally, since the Company Demerged on 01.04.2013 (Appointed Date) as per the Scheme of Arrangement approved by Honble High
Court at Hyderabad. However, the relief sought by the company was heard by BIFR and the proceedings are awaited.
Expenditure in Foreign currency during the year on account of
a)
Commission on Exports
39.55
Foreign Travel
26.50
29.82
b)
Value of imports calculated on CIF basis in respect of
Purchase of : Machinery
a)
: Stores & Spares
b)
: Rawmaterials
c)

9.60
0.34
-

919.60
45.62
766.56

2592.29

5621.75

584.35
24.68
609.03

2158.34
75.78
2234.12

481.69

1245.45

481.69
Deferred Tax Asset/(Liability) (Net)
127.34
Note: The company has not recognised deferred Tax Asset as a matter of prudence.

1245.45
988.67

Earnings in Foreign Exchange:


F O B value of exports
Composition of Net Deferred Tax Asset/(Liability)
Components of Deferred Tax
Deferred Tax Asset on account of carry forward Loss
Employee Benefits
Deferred Tax Liability on account of:
Depreciation
Deferred revenue Expenses

56

Notes on financial statements


31.

Related party disclosure


Related party disclosures as required by AS- I 8 are given under
Name of the Party

Transactions during the year


Key Management
Sri B.N.Agarwal, Chairman
Sri R.K.Agarwal, Managing Director
Sri J.K.Agarwal, Executive Director
Sri D.K.Agarwal, Whole time Director
Relatives
Mrs.Narbada Bai Agarwal
Mrs. Yamuna Devi Agarwal
Mrs. Meenal Agarwal
Mr. Rishikesh Agarwal
Associates
Fortune Eagle (Hk) Trading Limited

Relationship

(Figures in Lakhs)
Name of
Transaction

Previous
Year
Amount

Current
Year
Amount

a.

M/s. Suryalakshmi Cotton Mills Limited

b.

c.

Key Management
Key Management
Key Management
Key Management

Remuneration
Remuneration
Remuneration
Remuneration

Wife of Sri B.N. Agarwal


Wife of Sri R.K. Agarwal
Wife of Sri J.K. Agarwal
Son of Sri R.K. Agarwal

Rent
Rent
Rent
Salary

Enterprise in which the Key management


personnel and relatives are interested
Enterprise in which the Key management
personnel and relatives are interested
Enterprise in which the Key management
personnel and relatives are interested

Sale of garments

Purchase of Raw
Material
M/s. Suryajyoti Spinning Mills Limited
Purchase of Raw
Material
Sale of Yarn and
Raw material
M/s. Suryavanshi Industries Ltd
Enterprise in which the Key management Purchase of Raw
personnel and relatives are interested
Material
M/s. Aananda Lakshmi Spinning Mills Limited Enterprise in which the Key management Purchase of Raw
personnel and relatives are interested
Material
M/s. Sheshadri Industries Limited
Enterprise in which the Key management Purchase of Raw
personnel and relatives are interested
Material
Payable as at 31.03.2014
M/s. Suryalakshmi Cotton Mills Limited
Enterprise in which the Key management Purchase of Raw
personnel and relatives are interested
Material
M/s. Suryajyoti Spinning Mills Limited
Enterprise in which the Key management Purchase of Raw
personnel and relatives are interested
Material
Receivable as at 31.03.2014
Sheshadri Power And Infrastructure Private Enterprise in which the Key management Advance
for
Limited
personnel and relatives are interested
Investment
Suryavanshi Integrated Apparel Park Limited Enterprise in which the Key management Investment
personnel and relatives are interested
Venkateshwara Apparels
Enterprise in which the Key management
personnel and relatives are interested
M/s. Suryajyoti Spinning Mills Limited
Enterprise in which the Key management Sale of Yarn
personnel and relatives are interested
Fortune Eagle (Hk) Trading Limited
Enterprise in which the Key management Sale of garments
personnel and relatives are interested

28.39
28.41

26.41
26.42
26.25
26.16

6.00

1.60
1.60
1.60
6.00

2101.10

257.23

44.42

58.55

6.34

354.88

627.57

210.70

0.00

56.27

0.00

16.67

50.37

5.24

59.50

116.87

2.40

2.40

3.57

24.94

318.82

57

Notes on financial statements


32.

(Figures in Rs. Lakhs)

EMPLOYEE BENEFITS:
The Company has provided for Gratuity and leave encashment based on actuarial valuation on the basis of projected
unit credit method.
The following table summarise the components of the net benefit recognized in the statement of profit and loss and
amounts recognized in the balance sheet for Gratuity.
Year ended 31.03.2014
Gratutiy

Year ended 31.03.2013

Leave
Gratutiy
Encashment

Leave
Encashment

Profit and Loss account:


Current service cost

4.05

0.44

7.60

2.44

Interest cost

5.14

0.32

17.36

0.47

Actuarial Gain / loss

7.12

0.74

0.42

10.80

Net benefit expense

16.31

1.50

25.38

13.71

64.24

4.04

217.01

5.91

Current service cost

4.05

0.44

7.60

2.44

Interest cost

5.14

0.32

17.36

0.47

Actuarial Gain / loss

7.12

0.74

0.42

10.80

Benefits paid

(7.03)

(2.98)

(22.94)

(5.51)

Closing balance of benefit obligations

73.52

2.56

219.45

14.11

Discount rate

8%

8%

8%

8%

Attrition Rate

8%

8%

8%

8%

7.5%

7.5%

10%

10%

Balance Sheet:
Openingbalance of benefit obligations

The principal assumptions used in determining the


Gratuity benefits obligation for the Companys plan are
as under:

Further salary raise

As at
31.03.2014
33.

As at
31.03.2013

Earning Per Share as per accounting standard No. 20


Net profit available for Equity Share Holders
Weighted average Number of Equity Shares
Basic and Diluted Earnings per Share

9.71
4908576
0.20

(1555.64)
13270923
(11.72)

34.

Segment reporting is not applicable since the Company operates in single segment i.e., Textile product.

35.

Since it is the first annual accounts subsequent to Demerger previous years figures are not comparable.

58

Notes on financial statements


36.

Significant Accounting Policies


1

Accounting Convention
The financial statements are prepared under historical cost convention and on an accrual basis in accordance
with the generally accepted accounting principles.

Fixed Assets
Fixed Assets are stated at cost net of depreciation provided in the statements. Cost of acquisition of Fixed
Assets is inclusive of all direct and indirect expenditure up to the date of commercial use.
Depreciation is provided on straight line method in accordance with the rates prescribed under Schedule XIV
of the Companies Act, 1956

Inventories
Raw material and Stores and Spares valued at cost on weighted average basis. Stock-in-process and Finished
Goods are valued at lower of cost or net realisable value.

Borrowing Cost
Borrowing costs that are directly attributable to the acquisition of fixed assets are capitalised as part of cost of
the asset till the date the asset is ready for commercial use. All other borrowing cost are charge to revenue

Investments
Investments are stated at cost and diminution in the value, which is permanent in nature, is provided for.

Contingent Liabilities And Provisions


All Contingent liabilities are indicated by way of a note and will be paid / provided on crystalisation.

Retirement Benefits
Provident fund contributions is charged to the Statement of Profit and Loss as and when the contributions are
due. Gratuity and leave encashment provision is made as per actuarial valuation on the basis of projected unit
credit method.

Foreign Exchange Transactions


Foreign currency transactions are recorded at the rates prevailing on the date of the transaction. Assets and
liabilites arising out of foreign exchange transactions are translated at the rate of exchange ruling on the date
of balance sheet. and are suitably adjusted to the appropriate revenue/ capital account.

Impairment Of Assets
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment
loss is charged to statement of profit and loss in the year in which an asset is identified as impaired. The
impairment loss recognised in prior accounting periods, is reversed if there has been a change in the estimate
of recoverable amount.

10

Provision For Taxation


Provision for taxation for the year is based on tax liability computed in accordance with relevant tax rates
and tax laws as at the Balance Sheet date. Provision for deferred tax is made for all timing differences arising
between taxable income and accounting income at rates that have been enacted or substantively enacted as
at the Balance Sheet date. Deferred tax assets are recognised only if there is a reasonable certainity that they
59

will be realised and are reviewed for the appropriateness of their respective carrying value at each Balance
Sheet date.
11

Revenue recognition
Sales represents the amount receivable for goods sold. Incentives on export sales are recognised as income
on accrual basis

12

Earning Per Share


Earning per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year.

13

Use Of Estimates
Preparation of financial statements requires estimates and assumptions to be made that affect the reported
amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Differences between the actual results and estimates are recognised in
the period in which the results are known/materialised

The notes referred to above, form an integral part of these financial statements.
As per our report of even date

For and on behalf of Board of Directors

For Brahmayya & Co.


Chartered Accountants
Firms Registration Number: 000513S

B.N. Agarwal
Executive Chairman

K.S.Rao
Partner
Membership Number: 015850
Place: Hyderabad
Date: 3rd September, 2014

60

R.K. Agarwal
Managing Director

Surender Kumar Agarwal


Director

B.Somasekhara Rao
Vice President
(Finance & Accounts)

B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary)

Cash Flow statement for the year ended 31st March, 2014
Particulars

Rs.
A.

for the year ended


31.03.2013

for the year ended


31.03.2014

Rs.

Rs.

Rs.

Cash Flow From Operating Activities


Net Profit/ (loss) before tax and extraordinary items

(1550.37)

9.71

Adjustments for:
Finance Charges

472.18

835.25

Depreciation

289.15

726.45

0.29

4.55

(0.06)

(17.35)

(51.82)

(77.57)

32.30

Bad debts and Debit Balances Written Off


Excess Provision & Credit Balance Written Back
Interest Earned
Profit on Sale of Fixed Assets (net)
Dividend Received

(0.57)

Operating profit before working capital changes

709.17

(0.37)

1503.25
(47.12)

718.88

Adjustments for
Inventories

(145.81)

1215.25

449.67

(280.44)

Long-term loans and advances

(0.97)

(66.05)

Short-term loans and advances

28.61

(97.77)

Other current assets

14.93

(153.05)

Trade payables

395.30

588.32

Other current liabilities

(89.02)

823.06

Short-term provisions

0.61

44.41

Long-term provisions

1.47

Trade Receivables

Cash generated from Operations

(23.77)

2049.94

1373.67

2002.82

(4.15)

(8.45)

1369.52

1994.37

(204.83)

(2422.57)

39.34

Dividend Received

0.57

0.37

Interest Received

50.62

65.01

(153.64)

(2317.85)

Direct taxes paid (Including TDS receivable)


Net Cash flow from Operating Activities (A)
B.

654.79

Cash Flow From Investing Activities


Acquisition of Fixed Assets (Including Capital Work in
progress)
Proceeds from sale of Assets

Net cash used in investing Activities ( B )

61

Cash Flow statement (Contd.)


for the year ended
31.03.2014
Rs.
Rs.

Particulars
Cash Flow From Financing Activities:
Proceeds from Term loans
Repayment of Term loans
Proceeds from working capital loans
Repayment of working capital loans
Proceeds from Vehicle Loans
Repayment of Vehicle loans
Proceeds from unsecured loans
Interest paid
Net Cash used in Financing Activities ( C )
Net Increase/(Decrease) in cash and cash
equivalents (A+B+C)
Cash/Cash Equivalents as at 01st Apr 2013
Transfers to Aananda Lakshmi Spinning Mills Limted on 01.04.2013
(Appointed Date ) pursuant to the Scheme of Demerger
Transfers to Sheshadri Industires Limited on 01.04.2013 (Appointed
Date ) pursuant to the Scheme of Demerger
Cash/Cash Equivalents as at 31 March, 2014
Notes:
I.
Figures in brackets indicate cash outgo.

for the year ended


31.03.2013
Rs.
Rs.

C.

9.77
(426.33)
(535.97)
21.17
(5.14)
5.67
(478.62)
(1409.45)

1353.58
(1140.73)
694.52
52.53
(43.91)
186.72
(836.50)
266.20

(193.57)

(57.27)
547.78

490.51
67.07
82.84
147.03

193.57

490.51

57.27

2.

Cash Flow Statement has been prepared under Indirect method in accordance with Accounting Standard - 3
Cash Flow Statement, issued under the Companies (Accounting Standards) Rules, 2006.

3.

Cash flow statement has been prepared after considering transfer of assets and liabilities to Aananda Lakshmi
Spinning Mills Limted and Sheshadri Industries Limted on 01.04.2013 (Appointed Date ) pursuant to the Scheme
of Demerger as below.

4.

Previous years figures have been regrouped wherever necessary to conform to this years classification.

The notes referred to above, form an integral part of these financial statements.
As per our report of even date

For and on behalf of Board of Directors

For Brahmayya & Co.


Chartered Accountants
Firms Registration Number: 000513S

B.N. Agarwal
Executive Chairman

K.S.Rao
Partner
Membership Number: 015850
Place: Hyderabad
Date: 3rd September, 2014

62

R.K. Agarwal
Managing Director

Surender Kumar Agarwal


Director

B.Somasekhara Rao
Vice President
(Finance & Accounts)

B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary)

35th Annual General Meeting

SURYAVANSHI SPINNING MILLS LIMITED


Registered Office : 6th Floor, Surya Towers, 105, S.P.Road, Secunderabad 500003
Phone: 91-40-30512700, Fax: 91-40-30512725/27815135
Website: www.suryavanshi.com, Email: info@suryavanshi.com
CIN: L14220TG1978PLC002390
PLEASE COMPLETE THE ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING HALL.

ATTENDANCE SLIP
I / We hereby record my / our presence at the 35th Annual General Meeting of the Sheshadri Industries Ltd held on
Tuesday, 30th September, 2014 at 10.00 A.M. at Gayatri Gardens, Survey No.26, Sikh Village, Near Diamond Point
Hotel, Secunderabad - 500003.
For Physical Holding
LFNo.

For Electronic Form (Demat) NSDL / CDSL


DP ID
CLIENT ID

No. of shares

NAME OF THE MEMBER / JOINT MEMBER(S) (IN BLOCK CAPITALS):

Signature of the member/ Joint member(s) / proxy

35th Annual General Meeting

SURYAVANSHI SPINNING MILLS LIMITED


Registered Office : 6th Floor, Surya Towers, 105, S.P.Road, Secunderabad 500003
Phone: 91-40-30512700, Fax: 91-40-30512725/27815135
Website: www.suryavanshi.com, Email: info@suryavanshi.com
CIN: L14220TG1978PLC002390
PROXY FORM
Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
Name of the member(s)
Registered Address
Email ID
Folio No./ Client ID
DP ID
I/We, being the member(s) of shares of the above named company, hereby appoint
1.
Name
:
Address
:
Email ID
:
Signature :
or failing him
2.
Name
:
Address
:
Email ID
:
Signature :
orfailinghim
3.
Name
:
Address
:
Email ID
:
Signature
:

as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the Annual General Meeting of the
company, to be held on Tuesday, September 30, 2014 at 10.00. A.M. at Gayatri Gardens, Survey No. 26, Sikh Village,
Near Diamond Point Hotel, Secunderabad - 500003 or at any adjournment thereof in respect of such resolutions as
are indicated below:
Resolution No.
Particulars
FOR
AGAINST
1.
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16

Ordinary Business
To receive, consider and adopt the audited statement of Profit and Loss and Cash Flow Statement for the year ended 31st
March, 2014 and audited Balance Sheet as on that date and the reports of the Directors and Auditors thereon.
To appoint a Director in place of Sri Jeetender Kumar Agarwal, who retires by rotation and being eligible, offers himself for
re- appointment.
To appoint auditors and fix their remuneration.
Special Business
Appointment of Sri Badrinarayan Agarwal as Executive Chairman of the Company for a period of 3 years.
Appointment of Sri Rajender Kumar Agarwal as Managing Director of the Company for a period of 3 years.
Appointment of Sri R Surender Reddy as an Independent Director of the Company for a consecutive period of 5 years.
Appointment of Sri Surender Kumar Agarwal as an Independent Director of the company for a consecutive period of 5 years.
Appointment of Sri Pankaj Goel as an Independent Director of the company for a consecutive period of 5 years.
Appointment of Sri Manish Gupta as an Independent Director of the company for a consecutive period of 5 years.
Adoption of new articles in substitution of old..
Sanction of Borrowing limits upto Rs. 200 Crores under section 180(1)(c) of the Companies Act, 2013
Authorisation to the Board to create mortgage and charge over Companys movable and Immovable properties in favor of
Banks and Institutions.
Ratification of the remuneration of cost auditor
Approval for the variation of terms of appointment of Sri Jeetender Kumar Agarwal
Approval for the variation of terms of appointment of Sri Devender Kumar Agarwal
Authorisation to the board to contribute bonafide, charitable and other funds subject to a limit of Rs. 5 lakhs in a year.

Signed this ...................................... day of ........................... 2014


Signature of Shareholder

Signature of Proxy Holder(s)

Affix
Revenue
Stamp
Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.