Professional Documents
Culture Documents
Page Nos
Corporate Information
Notice
Directors Report
17
23
25
34
35
Balance Sheet
38
39
40
61
63
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)
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
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
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.
3.
SPECIAL BUSINESS
4.
ii.
iii.
iv.
v.
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
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.
PART A
i.
ii.
iii.
iv.
v.
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.
8.
11.
15.
14.
Place: Secunderbad
Date: 03.09.2014
7
NOTES:
1.
2.
3.
4.
5.
6.
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.
2.
3.
4.
5.
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.
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
Name
Sri Badrinarayan Agarwal
Sri Rajender Kumar Agarwal
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
2012-13
2011-12
11443.71
27406.12
27714.35
780.36
56.80
944.91
9.71
(1555.64)
(816.78)
(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.
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
2.
3.
4.
5.
6.
7.
2.
3.
4.
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).
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
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.
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.
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.
EXPORTS
During the year under review the companys
exports were Rs. 26.89 Crores.
6.
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
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;
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.
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
CONSERVATION OF ENERGY
(a)
(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.
TECHNOLOGY ABSORPTION
(e)
20
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.
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.
3.
4.
Expenditure on R & D
i)
ii)
iii)
B.
Capital
Recurring
Total
Total R & D expenditure as a
percentage of total turnover
NA
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
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
ii)
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
22
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.
2.
3.
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.
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
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.
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.
Badrinarayan Agarwal
DIN No. 00042123
Category
No. of
No. of
other Board
other Board
Committees of Committees of
which Member which Chairman
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Dr.A.Nageswara Rao *
DIN No.00013295
Non-Executive
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:
No. of other
Directorships in
Public Limited
Companies
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)
AUDIT COMMITTEE:
a.
ii.
iii.
iv.
b.
1.
2.
3.
4.
Sri G. Ganesh **
5.
** 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.
26
Name
R.Surender Reddy
Sri Jeetender Kumara AgarwalSri Surender Kumar Agarwal
Sri Pankaj Goel
Sri G.Ganesh
4.
REMUNERATION COMMITTEE
a)
b)
c)
1.
2.
3.
4.
Sri G.Ganesh**
5.
d)
Remuneration policy
To periodically review the remuneration package of whole time Directors and recommend suitable revision
to the Board.
e)
Designation
Executive Chairman
Managing Director
Perquisites
(Rs.in lacs)
3.00
2.80
Total
(Rs.in lacs)
28.20
26.32
Sitting Fees
Name
Designation
Amount (Rs.)
Director
17500.00
Director
17500.00
Sri G.Ganesh
3500.00
Director
7000.00
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.
b.
c.
d.
e.
b)
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
2012-2013
28/09/2013
12.00
Noon
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.
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)
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.
Relationship
(Figures in Lakhs)
Name of Transaction
a.
Key Management
Key Management
Key Management
Key Management
Remuneration
Remuneration
Remuneration
Remuneration
Rent
Rent
Rent
Salary
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
257.23
44.42
6.34
-
58.55
354.88
627.57
210.70
0.00
56.27
0.00
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.
16.67
50.37
5.24
59.50
116.87
2.40
2.40
3.57
Sale of Yarn
24.94
Sale of garments
318.82
c.
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)
30
i.
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.
iv.
Training of Board members : The Company shall work out a plan for training its Board members.
v.
vi.
e)
8.
1,000
2.
3.
Sri G.Ganesh
Nil
4.
Nii
5.
Nil
6.
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.
c.
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.
AGM
Date
30.09.2014
Time
10.00A.M.
Venue
b)
Financial Year
1st April to 31st March following
c)
d)
e)
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
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
h)
i)
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)
k)
l)
Plant Locations
Yarn & Medical Textiles Divisions
Aliabad, shameetpet Mandal
Medchal Taluq, Ranga Reddy district,
Telengana State.
m)
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
34
K.S. RAO
Partner
(Membership No. 015850)
a.
b.
c.
(K.S.RAO)
Partner
Membership No.015850
35
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
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
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
21
1284.78
3667.71
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)
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)
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
B.Somasekhara Rao
Vice President
(Finance & Accounts)
B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary)
39
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
Equity 10/-each
3449270
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
4500
N.A
N.A
40
As at 31 March 2014
4500
8357847
4908576
13266423
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)
Particulars
a.
b.
c.
d.
d.
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
As at
31.03.2013
Term loans
from banks
a)
138.99
809.88
b)
Andhra Bank-I
104.71
240.53
c)
274.54
485.18
d)
54.90
210.00
e)
39.14
98.30
f)
864.08
g)
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)
482.34
102.86
b)
Andhra Bank-I
82.56
c)
418.71
d)
73.50
42.00
e)
34.41
0.00
f)
236.10
413.79
Total
826.36
1059.92
42
Terms of Repayment
Name of the Bank
Rate of Intrest
a)
15.45%
15 monthly
b)
Andhra Bank-I
14.50%
c)
15.50%
16
d)
15.00%
e)
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
Particulars
4
As at
31.03.2014
As at
31.03.2013
55.77
1.63
57.40
156.15
11.59
167.74
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
8.35
3.63
0.00
26.63
Axis Bank
10.17
3.64
Total
44
8.35
44.07
1271.80
5654.87
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
1.
Term loans
from banks
a)
85.80
223.47
b)
Andhra Bank-I
57.44
94.36
c)
15.90
d)
52.20
103.00
e)
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
Term loans
-
from banks
a)
132.99
28.34
b)
Andhra Bank-I
32.40
c)
36.05
20.60
d)
15.22
0.00
184.26
81.34
Total
45
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
Total
(*) Includes provision for Fuel surcharge Adjustment (FSA) of Rs. 109.71 lakhs
8
46
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
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.
11
12
48
Face
Value
No. of
Shares
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
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
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
15
19.59
646.16
665.75
Advances to Staff
Other Advances
49
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%
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
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
22
Current Year
31.03.2014
21
51
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
(1)
(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
14990501
6706648
8283853
33556087
14361068
19195020
82157857
27420000
54737855
587875905
253472563
334403342
1249648154
576680081
672968073
53
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
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.
121.74
1354.88
123.20
-
590.93
3026.79
676.99
3.40
7.26
24.58
27.99
55
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
56
Relationship
(Figures in Lakhs)
Name of
Transaction
Previous
Year
Amount
Current
Year
Amount
a.
b.
c.
Key Management
Key Management
Key Management
Key Management
Remuneration
Remuneration
Remuneration
Remuneration
Rent
Rent
Rent
Salary
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
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
Leave
Gratutiy
Encashment
Leave
Encashment
4.05
0.44
7.60
2.44
Interest cost
5.14
0.32
17.36
0.47
7.12
0.74
0.42
10.80
16.31
1.50
25.38
13.71
64.24
4.04
217.01
5.91
4.05
0.44
7.60
2.44
Interest cost
5.14
0.32
17.36
0.47
7.12
0.74
0.42
10.80
Benefits paid
(7.03)
(2.98)
(22.94)
(5.51)
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
As at
31.03.2014
33.
As at
31.03.2013
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
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.
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.
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
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
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
B.N. Agarwal
Executive Chairman
K.S.Rao
Partner
Membership Number: 015850
Place: Hyderabad
Date: 3rd September, 2014
60
R.K. Agarwal
Managing 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.
Rs.
Rs.
Rs.
(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
(0.57)
709.17
(0.37)
1503.25
(47.12)
718.88
Adjustments for
Inventories
(145.81)
1215.25
449.67
(280.44)
(0.97)
(66.05)
28.61
(97.77)
14.93
(153.05)
Trade payables
395.30
588.32
(89.02)
823.06
Short-term provisions
0.61
44.41
Long-term provisions
1.47
Trade Receivables
(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)
654.79
61
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.
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
B.N. Agarwal
Executive Chairman
K.S.Rao
Partner
Membership Number: 015850
Place: Hyderabad
Date: 3rd September, 2014
62
R.K. Agarwal
Managing Director
B.Somasekhara Rao
Vice President
(Finance & Accounts)
B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary)
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.
No. of shares
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.
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.